The Mining Play

Medinah/Auryn - 2019 - 1st Quarter General Discussion

Let’s see what the first quarter has in store…

Happy New Year everyone.

Hope it’s prosperous !

Rod

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On my first quick glance I misread this as “Hope it’s preposterous !”

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There was a question on the 4th quarter thread they I feel needs to be addressed; first of all no worries. A commercial registered agent is basically an entity within Nevada that has a physical location, an address that is not a PO. Box so any legal information can be sent to the company and served in-state. I have this service in several States and it costs anywhere from $300.00 to $ 700.00 in Washington DC which is the most expensive I have. You can get one assigned to your license within days. The second is that of the license, it is a matter of paying for the fees associated with them. At this time I believe it’s around the $2400.00 - $2450.00 dollar amount.
The state of Nevada or any other state will not dissolve a company for not filing. They may not legally recognize the company but until the company is legally disbanded it is still on the books and the BOD members are directly responsible for any actions brought against the company (I know this as I personally have done this before), they no longer have corporate protection. Bubba or Jax would probably know more about this than I, but if I were an officer of Medinah, I would want to make sure the company is dissolved properly.
So far the guy’s have been following all the rules, I would hate for investors at this time to start jumping to conclusions.
As I stated before, let’s see what the 1st quarter of 2019 has in store for us… This is not legal information but only my opinion based on personal experience.
Thanks GCC

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Thank you GC for you’re in depth explanation.

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Couple of things. Agreed if MDMN has not paid the state filing fees, they state will not recognize them as an active entity and the officers become personally responsible for the corporations activities (only if the officers/directors are conducting new business and continuing to operate as an ongoing entity); however, a state will dissolve the corporation for non-payment of fees. It is an involuntary dissolution. You have to have the dissolution to make the officers/directors personally liable. The involuntary dissolution would not occur right away. Usually a few months have to elapse from the due date of the fees before the involuntary dissolution occurs. MDMN can easily cure the involuntary dissolution by paying the fees. These types of involuntary dissolutions happen and get cured all the time. Involuntary dissolution is the only stick any state has to get their fees paid. Why would any corp pay their fees if the state couldn’t involuntarily dissolve them?

No legal difference exists between an involuntary dissolution for failing to pay fees and a voluntary dissolution (when the BOD asks the state to dissolve the corp). It’s the same thing, just different labels.

Officer/director liability depends upon by the corp action taken after dissolution. Any dissolved corp has a period of time after the dissolution to wrap up its corporate affairs. Each state may have a different timeline for this wrap up period (and I don’t know the exact time for NV), but states usually gives about 5 years. During this time (whether involuntary or voluntary), generally, the officers/directors are tasked with completing any existing business transactions, resolving any lawsuits, gather up all corp assets, selling all corp assets, paying all corp debts, then distributing the balance of the funds proportionally to the shareholders, also declaring bankruptcy, if applicable. The officers/directors remain under their fiduciary duties to protect the shareholders during the wrap up period, and as long as they actively work to wrap up the corporation they will take no personally responsibility. If the officers/directors continue to operate the corp as an active, ongoing entity after dissolution, then they would bear personal responsibility for the corp’s actions. This active, ongoing entity would entail secure new business, holding the corp out as still active with the public, filing new claims, seeking new patents, signing new contracts, continue to actively trade on the market, etc. etc.

The label of “dissolved” does not determine legality of any dissolution. The actions of the officers/directors after dissolving determine whether the corporate protections still cover them. No “proper” way exists to dissolve a corporation. Each corp dissolution must take into account that corp’s contracts, lawsuits, assets, debts, etc. Each corp is different, therefore each corp will wrap up its affair in a different way. The only constant in every corp dissolution is the requirements to stop doing business, gather assets, settle debts, and distribute net proceeds to the shareholders. How each corp goes about this task is unique.

IMO, MDMN will get current in the near term. MDMN still actively trades on the market. If they were actively dissolving, they most likely would have halted trading. IMO MDMN just missed the filing deadline. Once they pay the fees owed, no harm, no foul. I wouldn’t read too much into it.

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Thanks Jak 167 (this is why I love this site), I was sure one of you legalese would come and rescue me and I appreciate your input!
I will say that one state went for over three year’s without refiling or a registered agent and when I went back to do business there, I was surprised at how easy it was to pay the fees, fines and get the corporation back up and running again. I do believe you though that every state and corporation is different.
Thank you again for your in depth explanation!

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From a TAX standpoint, an “administrative” dissolution (such as we are dealing with here) dos not count - a tax return must still be filed for the entity, and if it is not then failure-to-file penalties (etc.) continue to accrue. There is a revenue ruling on this issue. Once the company affirmatively files ITS OWN dissolution, then a final tax return can be filed timely, and then there is no further filing requirement.

The LEGAL issues vary from state to state - but I think Jak may have addressed that above.

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Nice to see gold inching closer to 1300

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It was August last year when Cerro first announced that FINRA had processed the request for a reverse split, name change, and symbol change. Apparently, the rule allows that Notification can be Submitted at least 1 calendar day prior to certain Corporate Action Dates, provided the corporations pays FINRA a $2,000 fee. My recollection is that shareholders were notified the day before the change was seen on our brokerage accounts. It is under this same Rule 10b-17 (Untimely Announcements of Record Dates) of the Securities Exchange Act of 1934 (“SEA”), which generally requires an OTC Equity issuer to provide FINRA’s Operations Department notice 10 days prior to the record date of the following corporate actions: (1) the issuance of a dividend or other distribution in cash or in kind; (2) a stock split or reverse split; or (3) a rights or other subscription offering.

The two primary questions remain when does the 1year restriction on already issued AUMC stock become unrestricted and when will Medinah corporation receive it’s pro rata distribution of stock. It is after this occurs that the mechanism for the distribution to individual shareholders’ brokerage accounts should be revealed to shareholders. I don’t envision much detailed information from AUMC concerning mining activities before the first steps of the AUMC distribution have been announced.

I note in the December 12, 2018 Shareholder Announcement the following information of things to look forward to:

Project Developments

We continue to provide logistical support to Hochschild’s work on the LDM project. Hochschild recently completed Phase 2 of their work on the project and plans to start Phase 3 in early January.

We recently started working on the Fortuna de Lampa and Lo Amarillo claims. State records indicate some historic sales of ore from this area contain more than one ounce of gold per ton. We are in the process of removing water from the existing tunnels and expect to conclude this year. After that, the old tunnels will be enlarged and made safely accessible to evaluate the historical work, systematically sample the area, and consider mining plan options.

We continue to work on the Larissa and Merlin claims and are finishing the chimneys and exit routes. Once approval has been given, we will make a new cut on level 3 to intercept the high-grade ore vein uncovered in a new tunnel found between levels 2 and 3.

The imbedded link refers back to an earlier Sept 1, 2016 announcement which states:

Additional Adit Uncovered During Caren Mine Preparation

AURYN Mining Chile SpA is delighted to update our shareholders regarding our continuing efforts toward preparing the Caren mine for production.

On Tuesday, August 30, an older tunnel was uncovered between adits #2 and #3. The vein pictured below was discovered in the tunnel. At this time, we are unable to determine whether this is the same Merlin #1 vein that is at surface, in adit #1, and adit #2 or is a completely separate vein. AURYN geologists will take representative samples from the vein Tuesday, September 5, 2016, and submit them for assaying and analysis.

Work progresses daily on adit #3. We have advanced over 30 meters from the tunnel’s entrance. During the process we encountered three structural faults which required time to sure up the adit in order to prioritize the safety of our workers. We are in the process of crossing the third structural fault in an effort to reach the high grade vein and begin production. Further details will be provided as they become available or at the informational meeting scheduled for October 1, 2016.

There was a great amount of information presented at the informational meeting. For anyone not attending that meeting the thread titled “October 1st, 2016 Informational Meeting News“ contains the impressions and posts of shareholders that were there. FWIW - Interesting to reread the information presented in that thread for anyone interested.

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Two good questions, I was also wondering when we would hear about the conversion, but mostly how and when Medinah would be addressed.
I personally do not see much reason for much selling going forward, I would expect instead to see things start to creep up to the conversion rate area. not much sign of that yet, I would think mainly because this is such a volatile stock, but i expect things to change soon…

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Well…I saw the ball get dropped on New Years Eve. Is it getting dropped again with Medinah/Auryn?

The 2019 PDAC is March 3-6 and last year Auryn Mining attended, just curious if they will be there this year as well.

They will be there. Booth 2209. Nice position.

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Thanks, that is good to know!

AURYN will be at PDAC.

If anyone is interested in going, send me a message. We could meet & make the rounds, have lunch and/or go to a pub.

Also, It’s possible I could put you up as an ‘air B&B’, if you don’t mind a blow up 8" mattress & transportation to the Metro Convention Center.

Rod

Nice to see - the 2209 booth is listed for AURYN Mining Corp. (not MASGLAS?).
“They” likely includes the presence of MASGLAS and AURYN personnel however, in addition to AUMC in a Prospector Tent Booth. The focus for the Investors Exchange Exhibitors is:

The Investors Exchange is a great opportunity for junior exploration companies, major mining companies, mid-sized producers, prospectors and stock exchanges to come face-to-face with individual investors and seek out new business opportunities.

David Brownrigg, CEO of AURYN Mining Corp (AUMC) should be be attending the booth.
Seems like Mr. Brownrigg would be a natural to bring interest to the tent. He would have many contacts in Toronto that could benefit to generate additional potential partners in developing AURYN’s ADL targets.

From the AUMC website:

Mr. Brownrigg is a graduate of the University of Toronto (Bachelors of Science), Laurentian University (Bachelor of Engineering, Mining), a Professional Engineer with PEO Ontario.

Bringing in new investors or creating new business opportunities is what the PDAC is all about.

Question is this the biggest mining convention?

My biggest question is where did they get the monies to pay for the booth and traveling expenses… I would think that ,“there’s money in them that hills”…

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Should we expect any significant news or stock exchange before the PDAC convention? Or just the usual crickets until afterward?