MDMN - 2016-01-25 Weekly Discussion

Oh that would be lovely, Auryn takes their 200MM+ MDMN shares and uses them as payment for the Nuoco, CHCH and Caren claims. You can’t make this stuff up.

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I don’t think that’s what happened though.

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The ONLY way our BOD would consider reworking the existing deal and taking shares over $100M is if they were fed concessions in one hand and agreeing to rework the contract with the other. The most equity that AMC would agree to provide to MDMN would be 49%. We are already getting 15% so we’re talking about an additional 35%. The underlying value of AMC, today, would need to be $285M (35% =$100M) to match the minimum $100 purchase agreement. Does anybody believe that AMC has those types of assets?

If the math doesn’t work it’s safe to assume there are other motivations at work. Shareholders need to be vigilant and demand transparency for this process. Otherwise, this may be the final and ultimate fleecing of the common shareholders.

Awaiting details.

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Yes, they currently have 100% of the claims but that 15% of Auryn can be a real significant chuck of change in an improving mining sector and better pm prices. There will be no better time to acquire valuable mining assets than right now! As to the pro rata expenses issue, all negotiable!!

While the MDMN Option agreement has not yet changed, how can CDCH Management be held to some sort of CA when their claims were just amalgamated? That is a material event and it has been announced with this update.

How can the Days not put out some sort of update? CDCH per Baldy does have the controlling voting block of CDCH Chile.

Yes, they will have to announce something. I’ll just include what I sent to the Days earlier:

Patrick,

I’ve been waiting for today’s news to confirm many of the rumors that have crossed my desk this week. I’m sure you were “less than ecstatic” to not even be invited to Chile to discuss the fate of the company in which you “legally” have controlling interest. This is standard procedure for Les, JJ, etc. who don’t seem to follow many ethical, and in some cases, legal practices in advancing their private and public holdings on the ADL.

I will reiterate the request/requirement for you to provide the public documentation that supposedly confirms JJ’s 50% ownership through CDCH Chile. I’ve already offered assistance in validating these documents and have a strong suspicions this determination could be reversed. This needs to be done BEFORE any deal between Auryn and CDCH is consummated.

If CDCH receives a less than fair offer for the Fortuna, can I assume that you/we CDCH shareholders are in a position to reject that offer? After this much pain and suffering I don’t think we need to see a premium much above 5 cents to wash our hands of this investment but anything less than that would be robbery.

Can I also assume that any funds received, if they are deemed fair and acceptable, will immediately be distributed back to shareholders? After 15 years, nobody is interested in burning through cash in another speculative acquisition and, no offense, but there is nobody on the BOD that has the skillset to do so.

Lastly, I can appreciate that there is little to no chance that any offer will trigger your preferreds at the 10 cent level. I’m not sure how that level was ever considered fair but I empathize with your position while also pointing out that your fiduciary responsibility is still to the common shareholders. You have honored that role thus far.

If you need any help in determining your legal options, accepting/rejecting the offer…JJ’s “magical” ownership….or whatever….myself and many of the larger shareholders are willing and able to dedicate time and resources. We are all VERY interested in seeing a “palatable” exit from this investment.

Best,
John

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LOL - Yes I think the copper bugs have all been exterminated.

JJ in Kimino., You no likey. He love you long time.

Ha! No. I think you missed the hint on that one.

The Madre means everything to Juan.(Recall the last AGM.) With near 100% certainty, they gave that interest up in return for some sort of concession out of Juan. Probably had something to do with Cerro and his shares that he is suppose to deliver to Auryn…best guess.

There would have to be additional exploration requirements and some type of agreement as to how production would proceed, else the risk would be that Auryn, once they get ownership of all the claims and MDMN gets a minority position in a private chilean company, Auryn may just sit there and wait for an improving market before spending much more money.

Our guys have limitless faith in the mountain, so they most likely believe they will come out ahead in the long run, but unless they motivate Auryn to move ahead under full steam, there is danger of becoming hung up and “long term” becoming longer than any of us personally have to give

If they are serious about production and have a clear plan and timeline to implement production on the high grade gold and we have heavy influence on our guys as to what happens with that share of the profits then I am not necessarily vehemently opposed … but there are ceratainly ways for this to turn out less than stellar.

I agree with the Wiz, just folding the thing into Auryn would be better if done fairly. Once a final equity position is determined (this is essentially giving back some or all of the $100M for additional Auryn equity which we discussed several weeks ago) then an RTO seems fairly straight forward and it would end up with MDMN shareholders holding the number of shares in the new public entity which represents the percentage ownership agreed upon in these current negotiations.

Then the challenge will be getting a dead market to care.

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AURYN still can’t do what they want with MDMN until they own > 50% of MDMN right? Are they still going to have to purchase shares in the open market?

No - MDMN will agree to the re-configured contract terms and some type of RTO / merger will occur, probably, and no intermediate state of control by Auryn will be required. They will have control via the RTO / merger as they will not give up more than 50% of Auryn equity as part of these negotiations underway.

No they can’t ‘do what they want’. MDMN will have to agree to the process as part of these current negotiations.

Would this require a formal shareholder vote? I would think so. Anyone? Assuming JJ can not vote his shares since they are under contract, where would this leave us in terms of count?

[quote=“goldstrike1, post:371, topic:808, full:true”]
Wasn’t Madre de Dios the placer/alluvial properties in southern Chile?
[/quote]Already answered, but Yes. For background MDD was the property JJ was shopping to find a buyer for after he resigned from MDMN BOD. Looks like he has found one, AMC> :wink: AMNP/ASGC has (had?) 15% participation interests in MDD (and now Ciclon I & II and 30% ? of JOTA claims). Note, CDCH may be going the way similar to divestment of Medinah Gold (from right hand to left hand at expense to common shareholders). JJ acquired MDD from Global Gold, I believe, who had prepared a technical report for it which is still available here (the report has a map showing location):

REPORT ON THE
MADRE DE DIOS PLACER GOLD PROJECT, CHILE
NI 43-101 Report
Author: Hrayr Agnerian, M.Sc. (Applied), P.Geo.
http://www.globalgoldcorp.com/docs/20071204Valdivia.pdf

apples to oranges…

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[quote=“Baldy, post:393, topic:808”]
apples to oranges…
[/quote]My concern arises from wording in CDCH’s latest filings:

Upon liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to receive pro rata the net assets of the Company available after the payment of all creditors and liquidation preferences, if any, of any outstanding Preferred Stock. Holders of Common Stock have no preemptive subscription, conversion or redemption rights.

I’m sorry is this good news or bad news for us?

According to what I got so far, it all depends how long you are willing to wait.

You know I thought it was a good news based on the fact that everything that was initially said as part of the agreement between auryn and Mdmn is still progression with the same terms.

No. Juan owned it before Global Gold. He got it for nothing from the government.

? The timeline for this being all wrapped up is this Spring. Also Auryn is going public this year as well.

This is all a nice acceleration to the original JV terms so if you were willing to wait till the end of the Option agreement before…should be doubly pleased now.

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