Auryn/Medinah 2026 1st half General Discussion

477

Hi The Rod,

I believe Medinah holds a little bit over 10 million “AMNP” shares. These shares may or may not be “restricted” as per Rule 144 of the 1933 Securities Act. As the court-appointed “receiver” for Medinah, Kevin has to confirm the legitimacy of anybody’s claim to be a bona fide “creditor” of Medinah. If confirmed as a bona fide “creditor” with a valid claim, then Kevin has to cut a deal with the creditor.

It’s not clear to me if Kevin could distribute some of those 10-plus million (probably “restricted”) AMNP shares to any creditors (probably with the “restriction” intact) or if the Nevada Court would have him liquidate them in the market first and pay off debts in cash. A couple of years ago Medinah’s outstanding debt was somewhere around $400,000 interest free, but there are administration and court-related fees associated with any receivership process. “AMNP” has been trading at in between 10- and 19-cents recently so there appears to be plenty of money available to pay off Medinah’s creditors with “AMNP” shares or the cash received from the sale of those shares.

If this is the path chosen, then Medinah might not have to touch their 16.4 million “AUMC” shares. Interestingly, AMNP is apparently about to have 2 producing properties i.e. their 45% interest in the “Eagle Mine” up in Antioquia, Colombia as well as their “Princessa Lara” Mine in Chile, which I believe is extremely close to Auryn’s “Fortuna Mine”. The “Eagle Mine” is scheduled to be producing 20,000 ounces of gold this year with 9 million ounces attributed to “AMNP” (45%) and I believe the Princessa Lara Mine is scheduled to produce about 12,000 ounces this year. If accurate, then “AMNP” (American Sierra) should have about 21,000 ounces of production attributed to them this year.

Just like at Medinah/Auryn’s “Fortuna Mine” which is also entering into production as we speak, THE ASHMORE GROUP/STRACON is acting as the “mine operator” at the Eagle Mine in Colombia.

THE ASHMORE GROUP is a London-based fund that manages $52 billion in assets in emerging markets. ASHMORE/STRACON and Maurizio are pretty much joined at the hip. The fund that recently gave Auryn $4 million to fund the purchase of their froth flotation plant equipment, is an “affiliate” of ASHMORE/STRACON. The terms of that funding included an interest rate of “SOFR” PLUS 4% (a total of about 7.36%) with no payments due for a 10-month grace period, with equal payments spread out over 50-months (a total of 60 months (5 years) including the grace period). “SOFR” is the new “LIBOR”.

About 5 or 6 years ago, you might remember that a guy named Dan Dumas was appointed as Auryn’s new VP of Engineering. Dan’s firm which specialized in UNDERGROUND MINING i.e. “DUMAS CONTRACTING”, was taken over by ASHMORE/STRACON a few years ago, so Maurizio has been “in bed’ with these guys for quite a while.

ASHMORE/STRACON is a real “move/shaker” in the mining industry that acts as the “mine operator” at 51 mines in Chile, Peru, Mexico, and Colombia. Several of these are WORLD CLASS TIER 1 projects. They have been on an acquisition binge worldwide gobbling up high technology companies right and left with an emphasis on AI. You might recall a recent “AMNP” (American Sierra) press release citing a deal with Kevin Tupper on the AI front. I’m not sure if Kevin will be working with ASHMORE/STRACON’S subsidiaries or not but I’d expect some pretty high-tech mining about to be commencing.

Maurizio is not only a mining entrepreneur but also a high-tech entrepreneur. He developed leading edge mining industry software through one of his many associated corporations i.e. “SIGAL”.

What I like particularly is that Maurizio’s/Ashmore/Stracon’s EAGLE MINE, just went through putting in their new froth flotation ore processing facility. They’re about a year or so ahead of Auryn’s timing for going into production but I like it when you’re the second company to go through a process and are in a position to learn from any mistakes made on the first project. I believe the two froth flotation ore processing facilities were manufactured by the same firm.

I also like the fact that our mine operator is owned by a fund that manages $52 billion in investments and that has already thrown us a check for $4 million. When Steve Dixon, who runs “STRACON” got taken out by THE ASHMORE GROUP, he commented to the press how nice it was going to be to be vertically integrated with deep pockets like that. It’s getting interesting!

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478

“It’s not clear to me if Kevin could distribute some of those 10-plus million (probably “restricted”) AMNP shares to any creditors (probably with the “restriction” intact) or if the Nevada Court would have him liquidate them in the market first and pay off debts in cash.”

It seems to me that if AUMC is an owner of these shares then they could if they wanted - the shares are an asset, just as cash is. Of course AUMC would have to to any paperwork, required to re-register the shares in the name of the payee. But, good idea by Rod, again no dilution.

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479

This is slightly off topic…Has anyone found a reasonable attorney who can remove restrictions on stock certificates? I would appreciate any suggestions. thanks, Peter

480

Hi Peter,

If it’s a Medinah cert, you might want to wait for instructions from the “receiver” Kevin T. This is from “GROK” AI:

Only the transfer agent (also called the stock transfer agent) can physically remove a restriction (or “restrictive legend”) from a stock certificate. However, they will not do so without the issuer’s (the company’s) consent.

Key Roles in the ProcessHere’s how it typically works for restricted securities (common for shares acquired in private placements, from affiliates, or under exemptions like Rule 144):

  • Transfer Agent: This is the entity (often a specialized company like Colonial Stock Transfer, Equiniti, or West Coast Stock Transfer) authorized by the issuer to handle stock transfers, issue new certificates, and remove legends. They perform the actual action of canceling the restricted certificate and issuing a new unrestricted one (or updating book-entry records).

    sec.gov

  • Issuer (the Company): The company that issued the stock must consent to the removal. This consent is usually provided via a legal opinion letter from the company’s counsel (or sometimes the shareholder’s securities attorney) confirming that the shares qualify for free trading—often under SEC Rule 144 after meeting holding periods and other conditions. The issuer has significant discretion here.

    sec.gov

  • Securities Attorney: In most cases, you (or your broker) need a Rule 144 legal opinion letter from a qualified securities lawyer. This letter analyzes your situation (holding period, affiliate status, reporting company status, etc.) and opines that the restriction can be lifted under applicable exemptions or registrations. Many transfer agents require this before proceeding.

    colonialstock.com

  • Your Broker (if applicable): If the shares are held in street name or you’re planning to sell, your broker can often coordinate the process, submit documents, and handle delivery to the transfer agent.

Typical Steps to Remove a Restriction

  1. Contact the issuer (company’s investor relations or corporate secretary) or the transfer agent directly to confirm the exact requirements and procedures for your specific certificate.

  2. Gather documentation, which commonly includes:

    • The original physical stock certificate (endorsed if transferring).

    • A seller’s representation letter.

    • A legal opinion letter confirming compliance (e.g., Rule 144 holding period met).

    • Medallion signature guarantee (often required).

    • Any other items specified by the transfer agent (e.g., for registered offerings under an effective SEC registration statement).

  3. Submit everything to the transfer agent.

  4. Once approved and the issuer consents, the transfer agent removes the legend and issues an unrestricted certificate or updates the records.

Important Notes

  • Rule 144 is the most common pathway for removing legends on restricted or control securities, but compliance with the rule alone does not automatically remove the legend—you still need issuer consent and transfer agent action.

    b2b.legal

  • The SEC does not intervene in legend removal disputes; these are generally matters of state law and the issuer’s discretion.

  • Requirements vary depending on whether you’re an affiliate, how long you’ve held the shares, whether the company is a reporting company, and the specific wording of the legend.

  • Costs can include attorney fees for the opinion letter, transfer agent fees, and possibly other charges.

Recommendation: Start by contacting the company’s transfer agent (you can usually find this on the company’s website or in SEC filings) or your broker. Strongly consider consulting a securities attorney experienced in Rule 144 matters early, as the documentation and process can be technical and any mistakes can delay or prevent removal.If you provide more details (e.g., the company name, type of restriction/legend, or your situation), I can help point you toward more targeted information.

Only the transfer agent (also called the stock transfer agent) can physically remove a restriction (or “restrictive legend”) from a stock certificate. However, they will not do so without the issuer’s (the company’s) consent.

Key Roles in the ProcessHere’s how it typically works for restricted securities (common for shares acquired in private placements, from affiliates, or under exemptions like Rule 144):

  • Transfer Agent: This is the entity (often a specialized company like Colonial Stock Transfer, Equiniti, or West Coast Stock Transfer) authorized by the issuer to handle stock transfers, issue new certificates, and remove legends. They perform the actual action of canceling the restricted certificate and issuing a new unrestricted one (or updating book-entry records).

    sec.gov

  • Issuer (the Company): The company that issued the stock must consent to the removal. This consent is usually provided via a legal opinion letter from the company’s counsel (or sometimes the shareholder’s securities attorney) confirming that the shares qualify for free trading—often under SEC Rule 144 after meeting holding periods and other conditions. The issuer has significant discretion here.

    sec.gov

  • Securities Attorney: In most cases, you (or your broker) need a Rule 144 legal opinion letter from a qualified securities lawyer. This letter analyzes your situation (holding period, affiliate status, reporting company status, etc.) and opines that the restriction can be lifted under applicable exemptions or registrations. Many transfer agents require this before proceeding.

    colonialstock.com

  • Your Broker (if applicable): If the shares are held in street name or you’re planning to sell, your broker can often coordinate the process, submit documents, and handle delivery to the transfer agent.

Typical Steps to Remove a Restriction

  1. Contact the issuer (company’s investor relations or corporate secretary) or the transfer agent directly to confirm the exact requirements and procedures for your specific certificate.

  2. Gather documentation, which commonly includes:

    • The original physical stock certificate (endorsed if transferring).

    • A seller’s representation letter.

    • A legal opinion letter confirming compliance (e.g., Rule 144 holding period met).

    • Medallion signature guarantee (often required).

    • Any other items specified by the transfer agent (e.g., for registered offerings under an effective SEC registration statement).

  3. Submit everything to the transfer agent.

  4. Once approved and the issuer consents, the transfer agent removes the legend and issues an unrestricted certificate or updates the records.

Important Notes

  • Rule 144 is the most common pathway for removing legends on restricted or control securities, but compliance with the rule alone does not automatically remove the legend—you still need issuer consent and transfer agent action.

    b2b.legal

  • The SEC does not intervene in legend removal disputes; these are generally matters of state law and the issuer’s discretion.

  • Requirements vary depending on whether you’re an affiliate, how long you’ve held the shares, whether the company is a reporting company, and the specific wording of the legend.

  • Costs can include attorney fees for the opinion letter, transfer agent fees, and possibly other charges.

Recommendation: Start by contacting the company’s transfer agent (you can usually find this on the company’s website or in SEC filings) or your broker. Strongly consider consulting a securities attorney experienced in Rule 144 matters early, as the documentation and process can be technical and any mistakes can delay or prevent removal.If you provide more details (e.g., the company name, type of restriction/legend, or your situation), I can help point you toward more targeted information.

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481

In the news….a 66 Billion Dollar market cap company is joining with Maurizio for rights to gold concentrates from AMNP. Is Auryn’s gold next? Maybe Maurizio attending the PDAC conference actually paid off for once? :upside_down_face:

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482

Apparently, Maurizio was recently appointed to the Board of Directors of one of Peru’s premier mine construction and engineering firms “GRUPO, JJC”.

Projects : JJC Group

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483

This is all great but here I sit with a worthless stock of MDMN and not knowing if we’re going to get a distribution of AUMC shares.

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484

I think I’m not going out on a limb here by guessing that Glencore is going to sign a deal for Auryn’s concentrate as well. If so, one way or another, they will end up with shares in Auryn.

Perhaps as part of the deal, it would make sense for them to simply purchase Auryn’s shares that Medinah holds? If so, a one time cash dividend could result to shareholders. This might be a better way to go instead of obtaining R144 shares with a long holding period.

Too many possibilities on how all of this is going to fall out but it may sort itself out sooner rather than later with gold production commencing on the Alto after all these years/decades of waiting.

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485

I’ll take the other side of that bet. At least over the next year or two. The production out of Columbia is just large enough to warrant the effort by Glencore but AUMC isnt even close. If AUMC were in the same geographical footprint, sure, but G ain’t going to commit the resources to commit to the logistical headache of a 3-5koz offtake. IMO.

I appreciate this is only an LOI but even some headline details of how this offtake + share purchase might look would have/should have been expected. Hopefully the details will come if/when this becomes binding. This being said, the share structure management of AMNP isn’t much different from that of AUMC. I think I’m not going out on a limb here by guessing that Maurizio is going to end up owning the vast majority of shares in a post Glencore, post Columbian asset consolidation cap structure. I appreciate there aren’t a lot of folks on this board that are invested in AMNP but I’d expect a repeat of the CDCH/AUMC/MDMN 95%+ dilution to existing investors outcome. In other words the period of massive dilution that precedes the often praised " who needs a resource, we are producing without having to endure the typical dilution of junior miners" false narrative.

486

I definitely think you’re onto something Mike! Everyone will remember when representatives from Freeport-McMoRan (FCX) visited Auryn Mining’s Altos de Lipangue (ADL) project in late 2016, they were primarily assessing the district’s potential for a large-scale copper-gold porphyry system at the Pegaso Nero.

Now, Robert Mayne-Nicholls serves as the General Manager for Auryn Mining Chile, specifically overseeing operations at the Fortuna site and the ADL project. Hiring a veteran who has managed world-class assets like Los Pelambres and Barrick Gold’s South American may be interpreted as a “pre-exit” move to prepare Auryn for a major partnership or acquisition.

While Maurizio remains tight-lipped about specific names, the hiring of industry heavyweights and the recent $4 million financing suggests that interest in the “big prize” at Pegaso Nero remains very active behind the scenes.

Why do I think there is more going on than shareholders are currently aware of? Robert Mayne-Nicholls has a deep, direct connection to the world’s most powerful copper mining entities, having held top-tier executive roles at several “Super Majors.” He served as a senior executive at the world’s largest copper producer, which is owned by the Chilean state. He was the General Manager at Minera Los Pelambres (Antofagasta PLC), one of the top ten copper mines in the world by production volume. Robert Mayne-Nicholls held senior positions within Barrick Gold, which operates massive copper and gold assets across South America. Finally, he served as the Executive Vice President of the Empresa Nacional de Minería (ENAMI), Chile’s state-owned mining company that supports the small and medium-scale mining sectors.

As you implied Mike, “Maybe Maurizio attending the PDAC conference actually paid off for once?”

EM

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487

Baldy,

In my mind at least, it would be odd that Glencore wouldn’t try for the concentrate from all 3 flotation plants combined, especially since MC basically owns the vast majority of all 3 and they are just dealing with him as one entity; never mind the various companies on paper. With the timeline being May for AMNP, this suggests that Auryn’s part of this, if any, could become clear soon.

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488

Given what you and Baldy have thought out, does it make sense to have restrictions on shares of American Sierra removed, given the expense of doing so?

489

Peter,

That question probably would be better directed at BB. Medinah is being liquated. Any shares of AMNP that Medinah holds will be liquated one way or another.

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490

Yes, have shares of AMNP…..

491

Agreed that it could make sense given cross ownership BUT I’m guessing the offtake is specific to the Columbian asset which is producing anywhere from 15-20k ounces. If you believe AMNP Chilean assets will be producing anytime soon (which I do not) than it could make sense to wrap in the small production coming from AUMC. I just don’t see an offtake being worth Glencore’s efforts outside of Columbia unless both AMNP Chile and AUMC are both in production. Time will tell.

It has been fascinating to watch Glencore go WAY downstream as it relates to size in their offtakes (PPX recently signed a similar deal). It speaks to the price of gold and Glencore’s interest to expand in South America.

492

Here is the mining deal that Baldy is referring to:

493

Our money has been put to sleep for years on end. When it wakes up, it needs to be with a huge jolt to make up for lost time. Info on the receivership progress would be welcomed.

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494

Just a thought, however far off it may be…Based on current corporate structures and recent filings, the distribution of shares from AURYN Mining Chile SpA (AURYN) to Medinah Minerals, Inc. (MDMN) shareholders is legally and technically feasible as a dividend in kind, and steps have already been taken toward this goal.

At least that is one other thing that appears to be in the works whenever the creditors are satisfied.

EM

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495

I’m not understanding what you are referring to here with a dividend. Are you saying this would be in addition to the approximate 200:1 conversion or would we just get a one time payout or dividend? After 20 years, I would rather just hang on with the shares.

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496

I’m not a tax attorney so I’m only suggesting it’s a possibility. This is my current understanding of what could occur. Holdings of AUMC within MDMN must first satisfy outstanding corporate liabilities and legal expenses before it can distribute the remainder to shareholders. That is what is taking place in the receivership process. MDMN is currently a minority shareholder in AURYN, and as mentioned by a few here, MDMN’s shares in AUMC have historically been restricted. To qualify for distribution, MDMN must successfully remove these restrictions through legal and regulatory channels.

The distribution is explicitly subject to a final recommendation by securities attorneys and subsequent approval by regulatory authorities. For the distribution to qualify as a dividend, it must be allocated to all MDMN shareholders on a pro rata basis which is proportionate to their ownership. Final distribution is based on remaining shares of AUMC in the MDMN corporate account after liabilities have been settled.

EM

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