Australian corporate battle spills over to Pamour board

Shareholders of Toronto-based Pamour Inc. recently elected two new members to the board of directors, but not without opposition from the two men losing their seats on the board.

At a special shareholders’ meeting in Toronto which lasted about an hour, two directors of Giant Resources (the Australian parent of Pamour), A. W. Fleming and K. T. Bourke, were voted in by a comfortable margin to replace John Byrne and Chrisilios Kyriakou, both of whom had served as Pamour directors since February, 1986.

No specific reason was given for the replacement of the directors. The special meeting itself was organized at the request of Giant Resources; E. F. Merringer, secretary of Pamour, chaired the meeting but he said Pamour was not taking a position on the matter. Pamour President Clifford Frame was not present.

Representing the absent Byrne and Kyriakou at the meeting was Toronto lawyer Robert Staley, who read a statement in which his clients claimed surprise at being ousted from the board. The two men, employees of Walhalla Mining of Australia, a former parent firm of Pamour, said they were not given a proper reason for their removal from the 13-member board.

(Byrne and Kyriakou are also major shareholders of First Toronto Capital Corp., a merchant bank involved in the financing of mining projects. Kyriakou is president of First Toronto, and Byrne a director.) Injunction sought

Byrne and Kyriakou sought an interim injunction from the Supreme Court of Ontario to delay the special meeting but the court denied their request.

A Pamour shareholder, William Ross, wanted the shareholders who called for the special meeting to bear the costs of the meeting (rather than Pamour); a motion to that effect was soundly defeated.

Giant Resources controls Pamour through Jimberlana Minerals, which, through a subsidiary, Jimberlana Holdings (Canada), owns about 51% of Pamour. (Giant Resources currently owns about 90% of Jimberlana Minerals.)

In Australia, Giant Resources is in the process of acquiring a new owner. Pioneer Concrete Services, through its approximately 80%- owned Ampol Ltd., currently has a 19.9% interest in Giant, and, subject to approval from Giant shareholders, plans to increase that holding, to between 41% and 50%, by buying additional Giant shares from Ariadne Australia. A conglomerate, Ariadne chose to divest itself of Giant Resources following the October, 1987, stock market collapse.

Pamour has been turned into a mining house with control over three companies: Giant Yellowknife Mines, which produces gold in the Northwest Territories and at Timmins, Ont.; ERG Resources, which is building a gold tailings retreatment mill at Timmins; and Pamorex Minerals, which acts as the group’s exploration arm.

Toronto-based Andras Research Capital reports the Pamour group represents about 60% of Giant Resources’ expected 1987-88 after- tax profits.

In other news, Westray Mining, a holding company controlled by Frame, has not exercised its option to acquire up to 50% of Pamour’s holdings in two companies related to each other, Dickenson Mines and Kam-Kotia Mines. Towards the end of 1987, Pamour acquired a 9.9% interest in gold-producing Dickenson and a 9.9% interest in Kam- Kotia.