See . . .
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Iâm pretty sure the confusion related to this âmining option contract with a related partyâ goes back to when Medinah and Auryn did have one of these before all of the concessions were consolidated and Medinah became a holding company holding shares of AUMC. Auryn was drilling out the Lipangue breccia and extended its footprint nicely to the south and west. They had to pick up all of the bills as part of the option contract. After the amalgamation of Medinah, Cerro and Auryn, it looks like the accountant kept the same phraseology as before to describe Aurynâs agreement to fund development and production until the company became cash flow positive. Then AUMC had the option to take the first proceeds from production.
The terminology is a little clumsy for the current situation involving Maurizio advancing the necessary funds at zero percent interest. I think a few of us got a bit anxious with the phraseology wondering if Maurizio had some kind of option on the table to increase his ownership percentage or to acquire a piece of the action on the side. Weâve established a bit of a trend in which the phraseology chosen led to some anxiety over whether or not Maurizio was about to screw us. Every time it has happened in the past, it turned out to be nothing and Maurizio actually turned out to be more than generous with his actions. What appears to be the truth is that Maurizio is a bit paranoid of dilution for ANYBODY. Heâs had some wonderful opportunities to screw us and he didnât. Getting us through the preproduction phase without any dilution is a godsend beyond description for a development stage miner. I donât know what the opportunity costs are for Maurizio and his advancing those funds at zero interest but they could be significant. This is why it is so nice when management owns 70% of the action. Their financial interests co-align with those of the rest of us. The minds of investors love to wander and entertain worst case scenarios when a question arises and Iâm no different. A special thank you to Kevin for alleviating some of those anxieties.
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From E*Trade:
New regulations will affect your ability to buy and sell âPink No Information,â âGrey Market,â and âExpert Marketâ Over-the-Counter (OTC) securities, including at E*TRADE.
On September 28, 2021, new amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 take effect that will impact the market for certain OTC securities classified as Pink No Information, Grey Market, and Expert Market OTC securities (collectively, âImpacted OTC Securitiesâ). These rule changes prohibit broker-dealers, like E*TRADE, from publishing bid/ask quotations of companies that fail to publicly report and keep current financial and other company information. The amendments also restrict the ability of retail investors to open new positions in Impacted OTC Securities.
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Quotes for the security will not be available
Other restrictions related to the purchase and sale of these securities may also apply.
Please visit OTC Markets Groupâs website to see if any OTC securities you hold are currently categorized as a Pink No Information, Grey Market or Expert Market security.š
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Hopefully MDMN has filed the financials with the OTC so we can move on from this.
An update from Solar saying this has happened or will happen will go a long way
Even better - distribute those AUMC shares and let us take the tax losses on MDMN
Maybe investors are anxious because of HOW management âowns 70% of the action.â I donât mean to dwell on History but some of the only gaurd around here may not consider Maurizio as being generous when he took 70% of the asset in return forâŚremind me?
If / when Medinah becomes compliant with the rule, there may be a long wait. See below :
SEC Denies Expert Market â For Now
[SEC Denies Expert Market â For Now | Securities Law Blog]
As the compliance date for the new 15c2-11 rules looms near, on August 2, 2021, in a very short statement, the SEC shot down any near-term hope for an OTC Markets operated âexpert market.â
The SEC short statement indicated that a review of the proposed exemptive order that would allow the expert market is not on its agenda in the short term. The SEC continued that â[A]ccordingly, on September 28, 2021, the compliance date for the amendments to Rule 15c2-11, we expect that broker-dealers will no longer be able to publish proprietary quotations for the securities of any issuer for which there is no current and publicly available information, unless an existing exception to Rule 15c2-11 applies.â
Also, importantly, even for companies that believe they are current in their OTC Markets Alternative Reporting requirements, OTC Markets requires that the company profile be verified through the OTCIQ system as part of the 211 compliance process. OTC Markets has indicated that profiles must be updated by August 9 to ensure their compliance team has sufficient time to confirm the availability of current public information and update company information prior to the ruleâs September effective date.
âŚIf the Company does not file its June 30th report, it will lose qualification on September 28th (the compliance date) because the company would not have current and publicly available information with respect to any reporting period that ended 180 calendar days before the publication or submission of the quotation.
Adding pressure to the thousands of companies that will be impacted by the new rules, on July 20, TD Ameritrade published a 162-page list of **over 6,000 companies that do not have current public information, for which it will accept liquidating orders only, beginning mid-August.
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Somebody wanted out in a hurry dumping over 10 mil shares at .0019
They must have gotten the memo from Etrade.
Very irresponsible for the company to not update us on where we are on the share distribution and filings to stay current so we donât go to the grays.
No kidding there might be some major unloading of shares.
Not that you actually need reminding but here are the transactions :
SHAREHOLDER UPDATE - March 7, 2016
Cerro Dorado Inc., a Nevada Corporation (âthe Companyâ), would like to provide shareholders with the following updates:
The Companyâs trustee was in Santiago from January 17-24 meeting with representatives of Auryn Mining Chile SPA (âAMCâ) as well as other claims holders of the Altos De Lipangue. The purpose of these meetings was to discuss ways to amalgamate the various properties, owned by several entities in order to streamline the process being conducted in the area by AMC and increase efficiency.
As a result of these meetings, the Company is pleased to announce an agreement by and between it, Sociedad Contractual Minera Cerro Dorado Chile (âCDCâ) and AMC which has resulted in the transfer of CDCâs ownership of the Lonco Millarepu and Fortuna claims to AMC in exchange for a 5% equity ownership of AMC and, in turn, all of the claims now owned by AMC on the ADL. This ownership is represented by a certification which is in the Companyâs possession. Furthermore, management has determined that it is in the interest of both the Company and its shareholders that any proceeds directly resulting from this transaction be used to return value to the shareholders directly rather than using them for exploration of new projects.
In mid-February 2017, Cerro learned that Auryn Mining Chile, SpA would be holding a shareholderâs meeting to vote on the question of effectuating a capital call to all of its shareholders which would require Cerro to invest $300,000 in order to maintain its 5% interest. Under the terms of the capital call, if no amount was invested by Cerro as part of the capital call, Cerro would face dilution in Auryn Mining down to less than 1%. The terms of the Capital Call allowed Cerro to subscribe to the Call at a second meeting, held on March 15, which it did. Doing so allowed Cerro 30 days to raise the needed capital.
On March 11, 2017, Cerro learned that Medinah Minerals had reached an agreement whereby Medinahâs 27.5% interest in Auryn Minings would be maintained, through financing provided by a separate entity, Auryn Holdings Corp. Cerro reached out to Auryn Holdings, to determine if a similar financing could be arranged for Cerro, rather than Cerro needing to raise $300,000 itself from its existing shareholder base and/or new investors. Cerro was informed that this was unlikely, as Medinah and Cerro were in âcompletely different situations.â Medinah had significant investments and shareholdings by owners of Auryn Mining and Auryn Holdings; Cerro did not.
Regardless, Cerro advanced an offer to Auryn Holdings, including a position on Cerroâs board and significant stock position in exchange for a 30-month financing of the $300,000 capital call. Unfortunately, for the reasons explained above, Auryn Holdings respectfully declined these terms, but offered to finance the $300,000 until June 15, 2017, at no interest, thereby giving Cerro an additional two months to raise $300,000 or a portion thereof. Cerro accepted this offer and is awaiting the finalized agreement for signing.
As a result, Cerro will be seeking to raise up to $300,000 through a Rights Offering between April and June 10, available initially to existing shareholders only, and subsequently offered to outside investors, as explained in more detail in Section 6, below.
Cerro Dorado, Inc. (âCerroâ) is an international mining and exploration company which held gold, copper and silver claims near Santiago, Chile, referred to as the Lobo Solitario Project, for several years, through spring 2016. At that time, Cerro sold its claims to AURYN Mining Chile SpA (âAurynâ), a larger, more established international mining and exploration company in Chile, in exchange for a 5% interest in Auryn. Auryn has been exploring, testing, mining and processing gold in the region with much success, and you are encouraged to track their progress at aurynmining.com.
At the 2017 Annual Meeting of Shareholders in May 2017, Cerroâs shareholders agreed to allow the management of a related but separate company, Auryn Holdings, to become the new management of Cerro, so that the strategy and goals of Auryn and Cerro were wholly aligned. In exchange, Auryn Holdings agreed to loan Cerro the funds necessary for Aurynâs February 2017 capital call, at favored nation terms.
AURYN Sells Mining Claims to Cerro Dorado, Inc.
AURYN Mining Chile SpA (AURYN) is a private company that owns and controls over 10,500 hectares of mining claims in the Altos de Lipangue mining district. Two of our shareholders are public companies.
- Medinah Minerals, Inc. (OTCMKTS: MDMN) (Medinah) owns 23.559% of AURYN.
- Cerro Dorado, Inc. (OTCMKTS: CDCH) (Cerro) owns 5% of AURYN.
To provide liquidity to these companies and give their shareholders direct ownership in the underlying asset, AURYN has sold its mining claims to Cerro for 6,650,000,000 common shares of Cerro and cancellation of Cerroâs AURYN shares. The remaining AURYN shareholders now own 95% of the issued and outstanding shares of Cerro. These shares have a one-year restriction on them. AURYN will work with its shareholders to convert their AURYN stock to CDCH stock.
As the majority owner of Cerro, we look forward to working with current Cerro management. This includes the following:
- Creating a management team and Board of Directors suitable for an exploration company intent on becoming a junior and major mining company.
- Launching a massive exploration program on the Altos de Lipangue mining district including entering JV agreements with companies that have the specific expertise necessary for exploring and mining the variety of targets we believe we have in the district.
- Focusing our resources on becoming an active gold producer by reopening the Fortuna gold mine and actively exploring and mining the gold veins found in the Larissa tunnel.
- Subject to regulatory approval, consolidating the capital structure, changing the name of the company, and moving to a higher exchange or tier on the OTC.
Along with the Medinah shareholders, AURYN was also impacted by Priceâs misrepresentations. AURYN, could have abandoned the Medinah and Cerro shareholders, but chose to treat everyone fairly, the same way we hope to be treated. With the best efforts and support of Gary Goodin, Italo Volante, Raul del Solar, Kevin Tupper, and friends of the companies, we now finally turn the page on the old and look forward to a very bright future for those who have invested in the Altos de Lipangue mining district.
Merry Christmas and Happy New Year.
Maurizio Cordova
Executive Chairman
AURYN Mining Chile SpA
Cerro Dorado Acquires AURYN Mining Claims
Cerro Dorado, Inc. (Cerro) (OTCMKTS: CDCH) is pleased to announce that it has purchased all of AURYN Mining Chile SpAâs mining concessions in a stock for property transaction.
Prior to the purchase agreement being exercised Cerro issued 38,380,936 of common shares in forgiveness of $300,000 in debt to AURYN. This resulted in Cerro having 350 million shares outstanding, no debt, and a 5% equity interest in AURYN Mining Chile SpA. The Cerro Board of Directors increased its authorized share count to 7 billion shares and paid AURYN Mining Chile SpA 6.65 billion common shares and its 5% interest in AURYN for all AURYNâs mining claims.
Cerro now has 7 billion shares issued and outstanding, no debt, and owns 100% of the Altos de Lipangue mining district claims that AURYN Mining Chile SpA took several years to consolidate. We will post the complete contract with a detailed list of the properties as soon as practical.
Yes. I remember. I just forgot what CDCH and MDMN received for giving up 70% of its assets (after earlier being diluted by 50% through Lesâ actions). My only point in responding to BB was to emphasize that there is good reason for folks to be anxious given the past waves of dlituion. I donât think Maurizio is going to dilute anybody unless it benefits him directly. Taking 70% of the asset in 2017 was highly dilutive to whatever he held in MDMN stock but it didnât matter as his overall piece of the pie grew significantly. MDMN shareholders are at the bottom of the âwaterfallâ which is why, IMO, AUMC is the better play (by a landslide). Additionally, I donât know how anybody in their right mind would by a stock with an impending event that may prohibit further purchases.
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Additional Info:
AURYN Holdings Corporation Proposes Major Increase in Ownership of Medinah Minerals Inc. - February 04, 2015
AURYN Mining Chile SpA, a wholly owned subsidiary of AURYN Holdings Corporation, is pleased to make the following announcement regarding the acquisition of additional Medinah Minerals Inc. (MDMN) stock.
The Board of Directors of AURYN Holdings Corporation and affiliates* currently holds 150 million common shares of Medinah Minerals Inc.
A proposal from AURYN Holdings Corporation to acquire an additional package of 350 million shares of MDMN common stock already issued has been submitted to the present owners.
The offer is an all cash private transaction and the shares are in certificate form .
*changed to âassociatesâ
MEDINAH Clarifies AURYN Sales Agreement
Shareholder Notification â July 14, 2016
Over the past many months, shareholders have raised questions regarding option agreements, memorandums of understanding, and contracts. MEDINAH would like to make several items regarding our contract with AURYN clear.
MEDINAH started with a 51% interest in a little more than 3,000 hectares. With AURYNâs help we were able to obtain a 100% interest in the mining claims for less than 40% dilution to our common shares.
MEDINAH entered into an option agreement with AURYN which was announced on August 1, 2014. This agreement was subsequently translated and published by MEDINAH. The full agreement was published. There were no hidden or secret NDAâs, side agreements, or addendums to this agreement.
As per the announcements of both companies on May 16, 2016, the option agreement was cancelled and MEDINAH and AURYN reached a sales agreement in which MEDINAH exchanged our 100% ownership in approximately 3,000 hectares for 25,000,000 shares of AURYN and a 5-year option to acquire an additional 5,000,000 shares of AURYN for $50,000,000. The 25,000,000 shares represent a 25% equity stake in AURYN. Additionally, MEDINAH retains its 15% ownership in NUOCO.
This is a very simple sales agreement. We swapped our mining claims for equity in AURYN. There are no hidden side contracts or addendums signed; nor will there be any signed.
MEDINAH management believes this is a very beneficial sales agreement for our shareholders.
Before the agreement
100% interest in approximately 3,000 hectares.
No cash resources or opportunities for early production.
No ability to pay the taxes to maintain claims or acquire surface rights without significant dilution.
No in-house mining experience.
After the agreement
25% interest in over 10,500 hectares of consolidated claims making up the Altos de Lipangue (ADL) mining district.
Elimination of the need to dilute shareholders to cover taxes and surface rights.
A partnership with a capitalized company capable of developing the project.
Participation in early stage production opportunities including the Caren and Fortuna mines.
In summary, the sales agreement with AURYN allowed us to go from a position of weakness to a position of strength. We gave up direct ownership in approximately 3,000 hectares which we had limited resources and ability to develop. In exchange we gained a 25% equity stake in AURYN, a company on the cusp of becoming profitable through production on its Caren and Fortuna claims. This agreement effectively ends the dilutive cycle that MEDINAH shareholders have endured through years of taxation, claims maintenance, and other expenses.
AURYN is sufficiently capitalized to bring the Caren and Fortuna claims into early production and achieve profitability. We believe that MEDINAH will be able to maintain our interest in AURYN with no further share dilution for taxes, surface rights, or claims maintenance. We expect to be profitable in 2017.
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And Finally :
January 2021-Shareholder Update.pdf
Medinah Minerals, Inc. owns 16,104,200 [NOW 23%, minus the âsmall portionâ mentioned below] common shares of AUMC received from AURYN Mining Chile, SpA. These shares are currently restricted. The Company intends on removing the restriction, selling a small portion of its shares to satisfy corporate liabilities and legal expenses, and allocating the remainder of its AUMC shares to its shareholders, pro rata, in the form of a dividend payment.
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Thanks Rod!
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Youâre welcome !
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Crap. Rodâs post just made me realize we just recently let the option for 5M shares of Auryn for $50M expire with no discussion of whether to exercise or not! 
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Seems like if MDMN shareholders in fact receive a dividend out of the Auryn shares, then there will be no need for MDMN to exist going forward - so we will not need to worry about whether the company is âPink - No Informationâ. The MDMN shareholders will receive their share of the Auryn shares, which will be allocated to them by their broker-dealers, and will be entitled to their share of net earnings of a company (Auryn) which will be making a net profit in the near future and is already in good standing with the OTC exchange (read âPink Currentâ). Once completed, we should be able to freely trade our shares of ownership in Auryn.
If you are one who believes MDMN will NOT receive their fair share of Aurynâs shares, then yes by all means you have a reason to be skeptical. Personally, I believe the principals of Auryn will do what they say they will do - and we will get our âfair shareâ. I have been wrong before, but I donât think Iâll be wrong this time. In fact, in anticipation of the foregoing, I have been increasing my shares of ownership in MDMN - on the belief that the numbers have been more beneficial to buy MDMN than Auryn. But this all assumes Auryn follows through with their promises. Despite the familial relationship with Juan Jose Quijano (Maurizio is married to Juanâs daughter?), I believe Maurizio will do the right thing.
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Thanks Rod. Brings back such wonderful memories. Hard to argue that MDMN was left in a state of disrepair so any deal on the table pretty much had to be taken. However, as we now know this statement was factually inaccurate:
âAURYN is sufficiently capitalized to bring the Caren and Fortuna claims into early production and achieve profitability.â
The three plus years of almost no action on the hill shows that AUMC was not properly capitalized. So AUMC was essentially a shell with 7000 hectares with unknown value. What we do know is the 3000 hectares MDMN owned is the only value or focus of the company at the moment so claiming that a 70%+ dilution is a good deal because we tripled the total hectares is disengenious (to be kind).
Either way, my point: Maurizio was willing to dilute his 150M share position in MDMN by 70% because he essentiallly trasferred his intererest to 70% of AUMC. A significant expansion of his peice of the pie (from 10% to 70%). I donât believe this was a generous deal for MDMN shareholders which may be irrelevant b/c it was the only deal.
The reason why the risk profile of AUMC is infinitely more attractive is b/c Maurizio isnât going to negatively impact nor dilute his 70%. I really donât think he cares about diliuting his $300k position (150m X .002) in MDMN. Just IMHO.
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The above are fear mongering at best. MDMN is equity in AUMC. Whatever liability is left to pay off should be less than the discount it is trading at to AUMC. Itâs all the same investment. You continue attempting to seep doubt into the MDMN shareholder. You are basing it all off the tainted past of Medinah. Itâs a new day, and MDMN shares will be converted to AUMC. Why do you doubt that?
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