The Mining Play

CDCH - Discussion

Yes, and maybe some asked to where we are at with the mining on the mountain or whats happening since we haven’t heard from them in sometime.

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Excellent news for CDCH and great job by Kevin and the team.

Now to my very inconsequential correction. The company can order the NOBO, but not the OBO. The OBO’s receive communication of company info via Broadbridge which in turn, gives it to the brokerages houses for dissemination to the OBO shareholders. Some companies try to eliminate Broadbridge, but usually end up missing several of the lesser known brokerages.

I bought more today. Wish I would have bought some in the 20s. BUT, I didn’t have the confidence that this was going to turn out well. Still might be a long shot, but a lot of risk was mitigated recently.

For anyone that stuck around at the Las Vegas Informational held by AURYN last October the news we just heard from Cerro’s SHM is really no surprise. Cornhusker had recounted Kevin’s (Wiz) thoughts on how things could move forward for Cerro, Medinah and AURYN. It looks to me as though Kevin’s persuasive influence in guiding this and the Medinah investment forward to an eventual success through AURYN may be much more than many investors here realize. Of great significance is the insight that AURYN did/does have some overriding “right of first refusal” regarding any transactions that the present/former BOD may wish to make. Having a combined and common BOD for all three companies was foreseen as a desired possibility even then. Apparently Kevin was finally successful in breaking the “stone wall of silence” between Cerro and AURYN. Recall this post from after the Las Vegas Meeting:

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A Name from the past, former CEO of MDMN - Does anyone on the forum here know why Dennis Tenney was apparently in attendance at this annual meeting?

He has an array of experience in the areas of Economic Development, Financial Planning and Government Operations.
His key strengths include:
International Business Development
Budget Management/Strategic Planning
Government Relations and Consultancy Services
Product Management/Economic Development/Market Analysis
Product Registrations and Trademarks
Community and Economic Development
Contract Negotiations, Presentations and Business Forecasting.
https://www.thestreet.com/story/11971076/1/medinah-minerals-inc-announces-dennis-b-tenney-as-new-chief-executive-officer.html

Maybe because he is a Cerro Shareholder and lives in Salt lake City?

Thanks.
I didn’t know he lived in SLC. In addition to being a shareholder, maybe because of his knowledge and business strengths he communicated his ideas directly with the AURYN.

Richard, Dennis Tenney actually lives in Sandy, Utah and is simply a shareholder. He never was more than an officer that Les could use and direct as part of his scam. He was introduced to Les by Jim Robertson who was holding down the Cerro fort for Les. Jim was good friends with Dennis’s brother and penny stock fraudster, felon and past resident of the Utah State Prison, John Tenney. Les needed someone to fill a spot at MDMN’s BOD table and John knows Les and put them together.

This is the only one he was convicted of.

But, I have heard many stories from Robertson and others about John and some of his other highlights. I was told that one time he was actually kidnaped by some unhappy investors in Las Vegas. They handcuffed him to the sinks drain pipe in a hotel bathroom and left him. Being a plumber by trade and resourceful. He took the sink apart and escaped. Another time he took a plane load of penny stock brokers to a beach somewhere in South America to promote a gold deal. He had told them that the gold levels were off the charts and you could actually see the gold in the sand. To their surprise they actually could find gold in the sand, the gold that John had only hours before salted the beach with.
I am sure Les and John learned a lot from each other.

Thanks for the “big ear” and detailed past associations and tales (movie to follow?):wink: concerning the swamp presently being drained by AURYN and Kevin. So from what you say, I’ll infer Dennis Tenney attending the SHM was just an interested CDCH shareholder. Dennis Tenney, being fluent in Spanish, seemed a good fit for Medinah at the time negotiations were going on with AURYN as the drill program progressed. Also, while with Medinah, Tenney was responsible for Jose Roberto de Romana Letts having been appointed to its Board of Directors in May 2014, FWIW. I wonder if Letts has a continued “interest” in AURYN and/or MASGLAS.

what a friggin shit show. Thank god for KMT! we have a chance with him

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… an abbreviated summary (see link for complete meeting minutes)
2017 Annual Meeting Minutes (6/21/2017)

  1. Resolved that Cerro approve the offer from Auryn Holding Corp, with more specific terms as generally set forth in a February 10, 2017 LOI with a separate entity, but generally, to loan funds to Cerro for payment to Auryn Mining for its cash call, in the amount of $300,000, pursuant to a no-interest loan, and in consideration of such loan, 500,000 shares of preferred voting stock of Cerro shall be delivered, half of which is held by Jose Manuel Borquez Yunga and half held by the company, which carry with them 1000-for-1 voting rights, subject to further terms to be negotiated pursuant to a Stock Purchase Agreement and/or other documentation, an initial draft of which has been provided to Auryn Holding Corp, and which Auryn Holding agrees to finalize prior to the June 15, 2017 deadline for the cash call of Auryn Mining or such later date as will be negotiated by Auryn Holding and Auryn Mining;
    The vote in favor was unanimous.
  2. Resolved that Cerro appoint Italo Volante Gomez, Raul Del Solar, Kevin Tupper and Gary Goodin as directors, subject to approval of the transaction and the definitive documents for the $300,000 loan discussed above, and which would involve the resignations of Jose Manuel and George Young.
    The vote in favor was unanimous.
    http://cerrodorado.com/?page_id=417
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Cash call has been moved to June 30th.

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Cerro web page updates (fairly recent anyway):

http://cerrodorado.com

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Looks like we Cerro shareholders will be receiving shares directly from Auryn once they go public. Nice call John!!!

Auryn intends to access the U.S. Capital Markets by filing an F-1 with
the U.S. Securities and Exchange Commission and be listed as a fully
reporting company. If its registration is accepted, it anticipates an
initial public offering of shares on the OTCQB tier of OTC Markets
sometime in the fourth quarter of 2017. Once that occurs, **it is the
current intent of Cerro and Auryn to issue Auryn shares to the Cerro
shareholders, in exchange for their Cerro shares.

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Auryn intends to access the U.S. Capital Markets by filing an F-1 with the U.S. Securities and Exchange Commission and be listed as a fully reporting company. If its registration is accepted, it anticipates an initial public offering of shares on the OTCQB tier of OTC Markets sometime in the fourth quarter of 2017. [1]

What is an F-1?

Form F-1 must be filed with the US Securities and Exchange Commission (SEC) by certain foreign private issuers before they can make an IPO (initial public offering) or other first-time security offering in the United States. …

Required under the Securities Exchange Act of 1933, Form F-1 is intended to protect investors by providing critical information including a prospectus overview, risk factors, planned use of proceeds, corporate structure, financial and debt data, taxation and more.

The form must be submitted to the SEC via the online EDGAR (Electronic Data Gathering, Analysis and Retrieval) system, where it goes on public display. Form F-1 takes an average of nearly 2,000 hours to complete, according to the SEC. [2]

Actual form F-1: https://www.sec.gov/files/formf-1.pdf

So there is a rough timeline and a requirement set on the type of information that must be filed with the F-1 to be traded. Cerro’s statement agrees with Auryn’s statement made on Feb 15: http://aurynmining.com/auryn-access-u-s-capital-markets/

Re. timeline: also note that this Feb 15 announcement by Auryn regarding starting public trading lines up very closely with the note in the 2017 Cerro Annual Meeting minutes [3] that they first received an LOI offer re. the loan on Feb. 10, 2017. This is only 5 days before Auryn’s website notice [4]. Clearly these things are all tied together. It just took from Feb. to June and an unsuccessful attempt by Cerro to raise $300K of capital independently for us to get to this point.


  1. http://cerrodorado.com/?page_id=12

  2. https://www.merrillcorp.com/en/glossary/form-f1

  3. See item 1. in the motion reported in the minutes: “Resolved that Cerro approve the offer from Auryn Holding Corp, with more specific terms as generally set forth in a February 10, 2017 LOI”, http://cerrodorado.com/?p=533

  4. Cerro’s depiction of this in the Mar 31, 2017 Shareholder Update [http://cerrodorado.com/?p=425] was somewhat different. It seems fairly clear the primary matter of negotiation was the transfer of the controlling preferred shares to Auryn.

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This is from Auryns website regarding the update on the Cerro annual meeting:

“Cerro’s shareholders unanimously accepted the offer. AHC expects the
due diligence to be completed and a contract signed on or before June
30, 2017.”

It would appear that this has been completed based on the wording of the updated Cerro website.

The latest statements seems to confirm that Auryn isn’t using Cerro as the vehicle to get listed. Pleased…

Yes Mike, pleased! Even though not by choice (the “lame Duck” BOD wanted a vehicle to fund other projects). Cerro ended up with the simplest and cleanest way forward. Everyone should be thankful. Former BOD resigned and we will have a BOD that is going to implement original intention that followed as a result of January 2016’s acquisition of Cerro’s mining concessions by AURYN.

Quarterly Report March 31, 2016
The Company informed its shareholder that any proceeds directly resulting from the AURYN transaction will be used to return value to shareholders directly rather than using proceeds for exploration of new projects.
Quarterly Report March 31, 2016
http://www.otcmarkets.com/financialReportViewer?symbol=CDCH&id=158700

The notion held by some shareholders that maintained AURYN would somehow use Cerro as a shell to have access to US markets is/was sheer nonsense. I posted my sentiments on the main thread regarding the F-1 application for a ticker on the OTCQX® or OTCQB® tier of OTC Markets:

My thoughts here are that Cerro becomes compliant with reporting, has a NOBO list compiled, and receives a dividend of the free-trading AURYN shares.
Thereafter, Cerro continues basically as an empty shell, but still retains the original shareholders. Cerro, the company, can pursue new projects as well as potential funding for new opportunities. Does MASGLAS come to anyone’s mind besides mine?
A dividend declaration entitling a pro rata number of AURYN shares is the method of preference once AURYN becomes free trading.

[quote=“easymillion, post:598, topic:928, full:true”]
My thoughts here are that Cerro becomes compliant with reporting, has a NOBO list compiled, and receives a dividend of the free-trading AURYN shares. Thereafter, Cerro continues basically as an empty shell, but still retains the original shareholders. Cerro, the company, can pursue new projects as well as potential funding for new opportunities. Does MASGLAS come to anyone’s mind besides mine?
…[/quote]

One hesitates to be too literalistic with anything post on the Medinah or Cerro website to be sure, but the words are:

If its (that is, Auryn’s) registration is accepted, it anticipates an initial public offering of shares on the OTCQB tier of OTC Markets sometime in the fourth quarter of 2017. Once that occurs, it is the current intent of Cerro and Auryn to issue Auryn shares to the Cerro shareholders, in exchange for their Cerro shares.

The literal sense of the last sentence requires:

  1. Auryn goes public before its shares are distributed: “once that occurs …” NOTE: this seems to be contrary to the idea of CDCH being the vehicle to go public

  2. CDCH shareholders will give up their CDCH shares and receive Auryn shares instead, “in exchange for”. NOTE: this seems to be contrary to the idea of a dividend situation where you would have shares of both after the transaction

So either the text in question is not precise in details, or, there must be some other option. I was trying to think of what other option there would be. Is it possible Auryn would: 1. become publicly trading and then 2. “purchase” Cerro in an all stock deal whereby they would distribute 5% (or something else) of their shares in order to buy Cerro (and thereby purchase the 5% of their shares Cerro holds. That seems kind of convoluted but perhaps there are some technical or tax benefits to doing something like that? I am just throwing out an idea that would seem to correspond to the text Cerro provided, not suggest that I know why they would do that or even argue that it would be a good or bad idea.

CHG