CDCH - Discussion

Yes, today is the meeting.

Not looking good for Cerro .0025 .003

Below is the full text of my email and the response from Micheal…

Also I received this response from Patrick a few minutes ago.

Gentlemen -

"I would like to add that Cerro Dorado will be represented by Power of Attorney at the meeting tomorrow and has expressed its desire for a vote in the affirmative with respect to the cash call. With that vote, Cerro Dorado will have 30 days to meet its obligation in order to retain its 5% interest in Auryn Mining Chile (should Cerro oppose the call and the call pass, Cerro would have no opportunity to meet it and would automatically be diluted).

Patrick "

There is nothing in any of these responses that that suggest any restricion on what I can do with them. I, therefore think they could be posted as info to shareholders and followers ot MP.
I won’t be able to get back to this tonight but would have no objection to you, or someone you might share it with doing the post. Otherwise I will get it out tomorrow.

Cheers…Larry.

From: “MICHAEL LABERTEW” michael@labertewlaw.com
To: “Larry & Mary McCafferty” larrymccafferty@shaw.ca
Cc: “Gary Routh” gbrouth@hotmail.com
Sent: Tuesday, March 14, 2017 12:26:22 PM
Subject: Re: CDCH Future Plans

Larry, thanks for your email. I’m also cc:’ing Gary Routh on this email, as he had recently reached out as well.

Patrick is in discussions with Mr. Cordova regarding a potential financing from Auryn, similar to what Medinah received, for its capital call. When I hear more about those details, I will share them promptly.

Regarding the company and its future, the plans are still consistent with what was disclosed and discussed at the May 2016 shareholders meeting and in subsequent discussions since that time, as well as some recent opportunities and developments:

  1. Option 1 related to the Auryn shares is to create and spin out a subsidiary with only the existing common shareholders, and register that subsidiary and its shares with the SEC, to hold the Auryn shares so that there is no negative tax consequence to any shareholders and no dilution to any shareholders. There will be costs to that, which I had originally thought would be less than $50,000, but in adding up all of the attendant costs of establishing a separate, trading entity, it will be closer to $75,000. As a condition for going that route, we will need existing shareholders to fund it, hopefully at a minimum investment per investor of $2,500, which means we would need somewhere between 15 and 30 investors, depending on how much they put in. Option 2 related to the Auryn shares is to have them held by a new, separate Cerro subsidiary, which although Cerro Dorado would be the 100% shareholder, it would be part of the consolidated public company, and we would create a separate class of preferred shares that would be owned only by existing Cerro shareholders, again preventing dilution and preventing any tax consequences. Those preferred shares would have special rights so that any distributions/upside from the Auryn shares down the road would only benefit these existing Cerro shareholders, and no new shareholders/ventures would get to share in any of the Auryn upside.
  2. We have identified several mining opportunities in Chile and Brazil, ranging from tailings to underground deposits, which will require $500,000 to $1m of investment. While such investments would cause some dilution, we are looking at issuing preferred stock and debt instruments, so that the investments would primarily be paid back from gold production, thereby minimizing dilution. We have been exploring opportunities such as this for over a year, doing due diligence and passing on some, finding new ones along the way. We have identified funding interest to the tune of about $500,000 so far, subject to additional due diligence and negotiation with the projects. We are hoping to have something definitive to pursue by mid April.
  3. We have identified an acquisition opportunity in the medical device space, a company in existence since 2012, that will do about $500k in sales this quarter, and we believe will do in excess of $3m by the end of the year, thus bringing a cash flowing entity into the group, albeit in a separate industry, and if brought in, would similarly be a separate consolidated, wholly-owned subsidiary. This would dilute the CDCH share holdings as a whole, but this would be in addition to the separate, protected shareholdings that would be in place for existing Cerro shareholders as described in #1, above, so essentially, a second, more diversified swing at the plate if you will.
  4. Given the timing of approximately a year from the last shareholder meeting, these initiatives (other than the Auryn negotiations for financing, which has to be negotiated prior to the next annual meeting of CDCH) would be put to the shareholders at the annual meeting of CDCH.
  5. There has been discussion about Patrick stepping down as a director, and about an Auryn director or Medinah director coming on CDCH as a director, both of which are preliminarily discussions, but could result in changes by next month or at the annual meeting as well. I would expect that we would hold that meeting sometime between the latter part of April and mid May.
  6. We are talking with an existing shareholder today about investing a small amount of money into the company in order to get the OTC Markets symbol current again and all of our financials posted. He appears willing to do so, and assuming the same, that would likely be rectified by the end of the month.

Hopefully this information is helpful and alleviates some concerns related to CDCH.

On Mar 14, 2017, at 12:11 AM, LARRY MCCAFFERTY larrymccafferty@shaw.ca wrote:

Hello Mr Labertew

Below I have copied an email I sent today to Patrick Day on the above subject. Since I have recently learned that Mr. Day may not be acting to respond or have responses prepared for the inquiries of shareholders in CDCH i would like to request that you provide me with a clarification of Mr. Days responsibility in this regard and answer my concerns articulated below.

I would like to thank you in advance for your attention to these matters and look forward to your reply.

Respectfully,


Attention Mr. Patrick Day

I have been a shareholder in CDCH for over 5 years. I have been troubled for most of this time that so little information is shared about the plans for our future. That situation seems to be intensifying and many of us are concerned about this secrecy and upset with the ideas of major changes, selling (or giving away) CDCH as a shell while not even attempting to consult shareholders of find options in concert with Auryn of MDMN.

I want you to know that I do not want any of my shares threatened by changes that I do not have an opportunity to vote on. That means I do not want you alone, our your attorney to decide in any unilateral way that the future of CDCH is in your hands alone.

Also I understand that many people among our shareholder base have asked for information from you and your attorney about these matters and have been ignored. I believe you and he both have an obligation of decency and integrityto respond to legitimate inquires about the future of our investment.

I anxiously await your reply to this matter.
Below is communication I have had and recieved from Patrick and Micheal in the past 2 days.

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“identified an aquisition opportunity in the medical device space”…this doesn’t sound good for the company’s future. :scream:

I’m almost surprised they didn’t mention an apparel company in Barbados. :unamused:

I didn’t invest in a medical business.

I remember the days that Medinah was branching into becoming a travel agency as well as harvesting hardwoods from the Brazilian rain forest.

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I don’t think so.

someone should get the current (crooks also) management and replace them with someone that will look out for the shareholders not to line their own pockets!! enough with these crooks!!

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Can we call for an EGM to get these dumb shits from Cerro to step down?

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Option #3: Patrick and his investors spend their own $75,000 and form their own public company and leave the Auryn shares with CDCH. Then he can do whatever he pleases and does not have to drag unwilling/uninterested CDCH shareholders along.

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A transfer agent appointed by a known criminal who was either directly or indirectly complicit in fleecing MDMN shareholders is somehow in a position to make strategic decisions that affect out investment. Patrick has been a stand up guy up to this point but he no longer responds to my emails. How or why he hasnt stepped down at this point, taking his criminal brother’s lead, is a total enigma to me. Patrick wouldn’t know how to run a medical let alone pet store company. These guys are WAY over their head and are facing significant personal liabilty. It’s time for him to give back the shares he never earned in the first place and hand the reigns over to Kevin/MDMN. CDCH is NOT a shell that these gentlemen can play around with at their discretion just because Les decided to give them control. This crap needs to end NOW.

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Full disclosure. Sent today:

_Michael, _

I’m a long-term shareholder of CDCH in both my personal account and fund that I previously managed . I’ve spoken to Patrick on many occasions to offer my advice but recently he’s gone completely silent and some of the information (your email to a shareholder as an example) are extremely alarming as they relate to the future of this investment. I’ve also spoken to George about providing financing for some of the deals he’s been looking at.

I’m baffled that a transfer agent, appointed by Les to run the company, is still in control of any decisions given his seemingly obvious conflicts and ultimate liabilities related to the MDMN fiasco.

Can you let me know when you have availability for a call tomorrow. I’m here to help but, admittedly, growing very concerned by the thickening fog around the company’s only real asset (5% of AMC). Any dilution of this asset seems incredibly irresponsible for us poor saps who still own shares. Bottom line: I’d like to discuss why CDCH feels the need to operate independently of MDMN and have several ideas on how to back the worthless shell out of the equation. I look forward to speaking with you.

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John, thanks for continually doing the legwork and keeping us up to date.

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I support the idea of bringing Cerro into MDMN, making them one entity, if it is at all cost effectively possible. I see no reason why they should be separate at this point.

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I say let Cerro deal with it’s garbage/baggage (preferred shares issue; uncontrollable BOD exercising control and taking it many directions) and let Medinah deal with it’s garbage/baggage (bloated capital structure; lawsuits; Les). You could easily equalize the value of assets each owns and get them on a par (just percentage ownership’s in Auryn). But there are too many unquantifiable issues with the liabilities to ever equalize an across the board valuation.

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Crickets. These guys should hand over the reins and be gone.

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I’d like to carry over a conversation from the other thread:

I agree … do it now!
Please refer to the following too posts:

and

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Thanks easymillion.

You all do not know how out of touch the BOD is. They put NO value on the Auryn stock. They thought it was another Les Price scam. If some of the shareholders had not informed them of the deal Tupper cut with Auryn on the cash call. They would have let it go and we would have been traded out of our Auryn stock at 1 share for ever 360 we had owned. Down to .0138 percent instead of 5percent of Auryn. You all need to email Patrick and let him know that you are up to speed on what is in the mountain. He is overwhelmed with his day to day, operating American Registrar and Transfer now that his brother has been bared from anything to do with securities. He is leaving everything up to the attorney Labertew and he is in it for himself. he needs to know that shareholders are watching and involved.

Protect your investment.
Get involved and email him!!!

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This may have already been discussed and if so, please excuse the duplication.

I was wondering since CDCH is a public company, doesn’t any change in the company like selling it require a shareholder vote?