FYI
Per the latest annual report of AMNP: Shares owned
Gary Goodin ( CEO AMNP and Director of MDMN ) 7,840,000 shares
Vital Karra ( CEO MDMN ) 6,840,000 shares
Greg Chapin ( Director of MDMN ) 2,000,000 shares
Juan Jose ( partial ) 10,000,000 shares
Claro 10,000,000 shares
Les Price 1,100,000 shares
MDMN 20,000,000 shares
Lastly Jim. In all honesty, admitting that your due diligence and ultimate investment in this or any stock would be influenced by a message board is not something you want to share publicly. I realize that you are a dentist first and an investor/geo on the side but no âprofessionalâ (to use your term) investor would let the commentary on a public board, especially in penny stock land, affect their process of analysis.
I think you need to take a step back, take a breathe, and realize that these forums are simply meant as a) a form of entertainment while people wait for an exit and b) an opportunity to sift through many different opinions on what and why certain corporate events are occurring and how they are affecting the share price. To think you or I or anybody else has any lasting influence on the share price is simply delusional. Youâre better than that. IMHO
There was one other question which hasnât been adressed yet. I would greatly appreciate it if someone would.
âWhat are the downsides of board members, including Les, disclosing their holdings, and the holdings of any shares gifted to family members, on a quarterly basisâ?
To enhance the question and responses.
A: I know they donât have to, thatâs not what Iâm asking.
B: I think we an all agree on the benefits of full disclosure, given that this is mandatory in more reputable exchanges.
And in the spirit of democracy here is a bonus question:
I would personally feel much more secure in my investment if insiders disclosed holdings quarterly, even if it became evident insiders were selling stock (which is assumed anyway). Agree or disagree?
Thank you very much in advance for responses.
âLastly Jim. In all honesty, admitting that your due diligence and ultimate investment in this or any stock would be influenced by a message board is not something you want to share publicly. âŚno âprofessionalâ (to use your term) investor would let the commentary on a public board, especially in penny stock land, affect their process of analysis.â
âI think you need to take a step back, take a breathe, and realize that these forums are simply meant as a) a form of entertainment while people wait for an exit and b) an opportunity to sift through many different opinions on what and why certain corporate events are occurring and how they are affecting the share price. To think you or I or anybody else has any lasting influence on the share price is simply delusional. Youâre better than that. IMHOâ
John,
Iâm not worried about the fate of âprofessional investorsâ here. Many of these families do think that they are doing âdue diligenceâ on this investment forum AND YOU ARE WELL AWARE OF THIS. Thatâs what âinvestment forumsâ are designed for, comparing notes amongst everybodyâs individual HONEST (no previous axes to grind) due diligence efforts.
Youâre telling us that this is all a joke to you and that nobody should believe what anybody else is saying because itâs just the silly Internet and a âform of entertainmentâ. YOU SHOULD HAVE WARNED US ABOUT THIS APPROACH OF YOURS ABOUT 6 YEARS AGO. We thought you were shooting straight all of this time and not just âentertainingâ us. So when you as the most respected contributor on this INVESTMENT FORUM (not gossip site covering Hollywood celebtities) by far as measured by âLikesâ tell us that Les and Greg and all of the BOD have been dumping RESTRICTED securities in an ILLEGAL fashion for a long time people actually believe it as fact.
Youâve portrayed yourself as an investment professional capable of doing extremely deep due diligence and that you have a working knowledge of both the securities laws and the mining industry. As an investment professional people assume that you must act under a certain code of conduct which would obviously forbid creating a gigantic web of DECEPTION designed to allow you to scratch your âanger itchâ against Medinah management on a daily basis for the last 6 years. That is not normal behavior for an investment professional.
You have the ability to take a little tiny sliver of information and manipulate it into a message stating âmanagement is a bunch of crooksâ. Last week you actually told us that although the GDXJ featuring the best of the best junior explorers is down 90% recently the drop in Medinahâs share price is 100% the fault of management. Thatâs sick.
Many people, including myself, have suggested that managementsâ shares have probably been handcuffed from being sold for quite some time due to some form of a voting trust which are very common in scenarios like this. Then you state with 100% certainty Nope, itâs management dumping RESTRICTED shares in an ILLEGAL fashion. Naive investors probably think that a Wall Streeter like you has access to special computer files that track the sale of RESTRICTED securities in an ILLEGAL fashiuon. It doesnât exist John but they donât know that.
Donât deal with your own personal issues regarding management and how they were forced to file suit against your dad on an âinvestment forumâ. Do it elsewhere.
No excuses, just a statement of the facts surrounding the PM markets. BTW we were at .19 once and we were at .17-18 area for a while and this year we were over .10. So we did have a big run up and we have simply pulled back with the rest of the PM market. The market has to change, for us to get a better connect with MDMN true value and or a buyout offer or the option exercise. It is always difficult for a stock to go against the market no matter where it is in its development status. Just the facts!
Hey brecciaboy, thanks so vey much for sharing with us - itâs very refreshing to read the thought processes of somebody who is knowledgeable in BOTH geology AND securities laws and has the integrity to present all sides as well.
BY THE WAY, I do enjoy your ânew spiritâ - keep up the good work.
Yup precious metals are down, but I think the discussion at hand revolves more around its relevance to our current SP. I do agree with you that when PMs return it will benefit us, but I think more in regards to the final buyout. If you look at the institutional holdings of some of the more recognizable PM stocks (IAG 55%, MUX 20% and the list goes on) then you can see that the dynamics are different. What percentage of medianh is held by institutions? I guess we canât say for sure but it canât be much. The lack of institutional investment would usually mean the macro trends arenât as big of a factor, although they are a factor. For this reason i have actually been buying more Medinah than I normally would have as I believe it is mostly separate from macro trends and therefore has a better chance of a bigger return when buying at these stupid prices.
"Last week you actually told us that although the GDXJ featuring the best of the best junior explorers is down 90% recently the drop in Medinahâs share price is 100% the fault of management. Thatâs sick."
Incorrect. I said that your explanation as to why MDMN being down was simply related to the market, specifically the GDXJ, was clearly not accurate to even the most layman of investors. If you overlay the GDXY, GDX, HUI or any other gold mining index you will see, clear as day, that there is almost zero correlation. Iâve said, on multiple occasions, that the carnage in the precious metals market was not helping our cause but it canât be blamed for the majority of the pain weâve been suffering through as investors.
"Youâre telling us that this is all a joke to you and that nobody should believe what anybody else is saying because itâs just the silly Internet and a âform of entertainmentâ.
Incorrect. I said that these forums are used to weigh multiple peopleâs opinion on where the investment stands. The entertainment value comes from some of the âcolorfulâ personalities that come through in the posting. Itâs safe to say that many here have lost their collective marbles over the years. However, I do believe that my input over the years (admittedly skeptical) would/should have been beneficial to many folks who might have taken some chips off the table and would now be in position to add. I wish I was one of them. Iâm not sure if I could live with myself if I had blindly praised this BOD on these forums over the past 6 let alone 20 years. Iâve seen the financial and emotional pain suffered from those that did. The vast majority of those people are long gone from this investment.
âYouâve portrayed yourself as an investment professional capable of doing extremely deep due diligence and that you have a working knowledge of both the securities laws and the mining industry.â
Given the lack of transparency in this investment ANYBODY claiming they are doing âdeep due diligenceâ is in denial. Iâve never claimed of being able to do deep dive due diligence. I can only offer my opinion based on what I know of the markets and analysis. Some people think that talking to Les is due diligence, others pretend that this company is progressing along a normal development cycle. Both notions are equally absurd.
âMany people, including myself, have suggested that managementsâ shares have probably been handcuffed from being sold for quite some time due to some form of a voting trust which are very common in scenarios like this.â
Like most of your other âsuggestionsâ the voting trust has no basis in reality. Why would this suggestion be any more believable than the claims that insiders have been selling? Especially when public filings contradict you and support the latter? We are all entitled the prerogative to offer an opinion and people can choose to weigh those opinions based on historical accuracy.
"Donât deal with your own personal issues regarding management and how they were forced to file suit against your dad on an âinvestment forumâ.
To repeat, I have no personal issues with you or the BOD. You seem to be the one making things âpersonalâ (see: previous comments on entertainment) .Unless you lived in a vacuum the past six years anybody here has plenty of reasons to be critical of the BOD. Having to reference some frivolous declamation suit against my Dad (laughed out of court), many years before I first invested here, which was followed by another decade of incompetence, appears very insecure and goes a long way to support the existing level of skepticism for your rose colored take on all things MDMN.
If you could do EVERYBODY the favor of defending your positions instead of coming after me it would be appreciated. Iâm happy to suffer from another one of your cut and past, cash + disconnect, diatribes if you can simply come up with a feasible explanation as to HOW MDMN comes into this CASH. No more hiding in tank, defend your âopinionsâ and get more of those âlikesâ you seem to be so obsessed with. Remember, QUALITY (qualify) not quantity, misdirect or changing the topic at hand. Many thanks.
Another excellent read⌠given to us by the DocâŚ
And talking about cash⌠All indications to me point to⌠Auryn spending money⌠right up to and including the exercising of the purchase option agreement and the development/operating of a full scale mining operationâŚ
IF MEDINAH/AMC WERE TO HIT BIG GRADES AT THE MERLIN VEINS 2-5 TRENCHING AND DRILLING PROJECT WHAT EXACTLY MIGHT IT MEAN?
Not having any special knowledge (Iâm just as unenlightened as to the specifics of our deal as the next guy), my personal opinion is this is exactly how it will go down: AMN is excited about potential early production opportunities, the proceeds of which they will use to not only finance exercise of the option for the 85% but also additional drilling of the entire property - which will in turn enhance the value of the entire property to a major. To get there, AMN will be required to exercise the option. They will then proceed to drill out the property to posture for either a future JV or sale to a major. Iâm thinking a buy-out of our 15% portion even at this point would be cost-prohibitive from AMNâs standpoint - and that they would rather enhance the value of the property for loan purposes, IPO purposes, or let a major take care of that issue.
Of course, it would be in AMNâs best interest to buy US out sooner than later - but that would require a âwilling suspension of disbeliefâ, as our attorneys will have negotiated a contract wherein there is no non-circumvention clause (or its equivalent) protecting us shareholders. Can you spell legal malpractice? Hence AMNâs desire to purchase as many shares of MDMN via private sale and on the open market as possible. Yes, a TO at this point makes economic sense from the standpoint of a pure opportunist, but only if you are willing to believe our counsel was totally bereft of brains and fiduciary duty while negotiating this contract. Of course, even though we have a contract with AMN, usually such contracts have an amendment provision which says in effect âthis contract may not be amended except with the explicit (written) agreement of both parties heretoâ. Pursuant to such a clause, both AMN and MDMN could agree to be bought out by a major at any time of their choosing - meaning most likely AMN would have to believe they are getting âvalueâ and we shareholders would have to agree. Maybe there is a provision in our contract to the effect that if MDMN sells, so does AMN? That, along with the non-circumvention clause, would give us a LOT of protection.
Hi Jim.Thanks again for your great posts,including this one. Hopefully we get drilling result news soon which appears to depend on the arbitration decision over the Quijano family shares. Have you heard anything credible about when this arbitration will be concluded?
Any chartists want to make an educated guess if we may have a bottom in place??? Thanks in advanceâŚ
Hi Mr. B,
In my opinion you want to separate matters into two tiers. First comes the option exercising and second comes the sale of the 15% and/or TO. You want to let that 15% âmarinateâ for a while because the NPV of it is going to go up naturally as development efforts proceed. You wouldnât need the cash for the 15% if you had in between 100 million INCREDIBLY STRONG US DOLLARS and perhaps 200 million of them.
With the early production opportunities that 15% stake could represent an ATM machine for 30-plus years. If management can buy back truckloads of shares at super cheap prices (who knows what the shorts will sell you and 50% of the trades recently are short sales) then those ATM dividends are going to be pretty high on a PER SHARE basis. Of course, if somebody tenders a nuclear bid for the 15% stake sooner than later then you take the money and run. ALL OF THE MAJORS ARE CRAVING HIGH GRADE NEAR SURFACE EARLY PRODUCTION OPPORTUNITIES IN THIS CURRENT ENVIRONMENT AND THERE ARENâT MANY OUT THERE THAT IâVE SEEN WITH GOOD INFRASTRUCTURES. In the mining sector, you replace your reserves or you die. Itâs that simple.
With big grades at Merlin 2-5 the NPV of the 15% stake is going to go parabolic. Who knows how many sets of Merlin Veins are up there in an area with that many hectares? If you consider the Fortuna Vein as Merlin 6 (the easternmost of the 6) we already know that there were 7 different vertical stages of development there over a 30 year period averaging 64 gpt gold. So we know some of the grades at depth parameters. All 6 of those veins track at about 340-degrees (parallel sheeted veins). Iâm not sure why Merlin 1-5 would vary that much especially if the trenching at M 1 came in at 27 gpt and that included 2 meters of barren wallrock per approximately 3.35 meter channel sample.
Hi funnyman,
I have no clue re: the arb timing. I sense that things are a lot more complex than we might appreciate if the Quijanos still own lots of nearby properties.
As far as drilling, with those 3 adits going into the M 1 at various elevation levels I think AMC knows exactly what theyâre into already. I think thatâs partially why our minimum purchase price is so high. The drilling will help beef up the 43-101/IG 7 which will allow both Medinah and AMC to get more money should they sell a portion of their stake. When the visibility of the playing field is so lousy for us because of the nature of this ultra-secretive sector plus dealing with a private entity then you follow the lead of those with visibility. The problem is that as the perimeter of the property grows so too do the mining concessions outside of that perimeter that might be of strategic value as more data comes in. Thank goodness for CHG, Mike and Google earth.
The worst part of this sector for me is definitely the lack of visibility especially when the JV partner or optionee is a private party. It makes it even worse when you have a story to tell and youâre in the midst of a mining sector meltdown. The private party has certain rights related to the right to lever any ECONOMIC ADVANTAGE they have i.e. over our next door neighbors whose property we want very badly and would pay a lot more for than they might suspect.
A publicly traded Medinah has a duty to keep their shareholders up to speed as best they can within the confines of the agreed to deal. During the forging of the deal is when Medinah says hay weâre publicly traded and we need lots of information flow. Somewhere in between the two ends of the spectrum a deal is cut as to information flow. The best consolation to shareholders suffering financial pain might come if somebody like AMC says oh by the way your 15% stake now includes a gazillion new hectares. That might take a little bit of the sting but who knows if it is market moving or not.
The BOD of Medinah is bound by the âBUSINESS JUDGMENT RULEâ in a scenario like this. They have to do what is in the best interest of the overall CORPORATION. This is often more of a long term approach than the immediate relief we shareholders seek. The AMC BOD has to do whatâs in the best interest of their corporate shareholders which is probably buy everything in sight as cheaply as possible. If the Medinah BOD feels very happy to be in bed with a bunch of stud muffin mining professionals with a heck of a deal on the table then of course theyâre not going to jeopardize ticking them off. Itâs a mess but the rules of the game are very explicit and they address situations like this one which come up all the time. About 40 years ago I was one of the guys holding the pitchfork.
We had a heads up on this issue given to us when Medinah published the binding framework agreement portions they were allowed to publish a while back. AMC was mysteriously given the right to tie down any mining concessions in our area. Thatâs pretty weird because the risk would be that AMC says oops weâre not going to exercise the option but nice to meet you neighbor. I would think that the quid pro quo here was either that if you donât exercise the option we get all of those concessions and/or you WILL exercise the option by âXâ date. Of course since those negotiations all kinds of things have happened and their intent seems extremely obvious. If you get a chance to study that document or you have the connections to have a mining guy read it have him point out the 5 or 6 EXTREMELY ATYPICAL clauses that suggest that this relationship is much, much deeper than one might think.
Bubba. While I donât agree with your opinions I commend you for at least addressing the TO vs exercising of the purchase agreement debate.
It reads as though you would agree that a purchase agreement over a TO is not economic BUT itâs still possible because a) Auryn may not be in a position to afford the 15% and b) a non-circumvention clause in the agreement would make it legally impossible to skip directly to a TO.
As to the affordability of the 15% I would agree that, at some point, this stub will become increasingly valuable as the resource is expanded and (pre) feasibility studies are in place. However, itâs important to keep in mind that discussing NPVâs for projects at our stage is analogous to a blind man discussing a piece of art. Without a mine plan and feasibility study in place the NPV is an ignored place holder. Mainly because you canât calculate DCFâs unless you know annual production and costs. We are more in the Appraised Value Method/Comparable Transaction stage of valuation. To your point, Auryn is incentivized to acquire 100% of MDMN before the 15% becomes too costly.
If past is precedent, itâs very dangerous to assume that MDMN has all of their bases covered in the purchase agreement but I would agree that itâs probable that the terms included some sort on non-circumvention clause. However, i would argue that itâs just as probable that this NC clause didnât involve a poisen pill and/or eliminate Aurynâs option to move forward with a TO. I can assure you that their legal beagles would not agree to this type of handcuffing. Either way, a fairness opinion would be required, but the value assigned to the 15% would not be determined by NPV nor some hypothetical capex estimation for a billion dollar mine (these variables are not available at this stage of development). This ties in with my opinion on affordability.
All that being said, itâs refreshing to discuss the possibility of MDMN actually receiving cash vs. the unsubstantiated speculation on what the company is going to do with it.
Also keep in mind that, according to the Williams Act, Aurynâs âaggressiveâ bidding for shares would already be considered a tender offer. Sooo, if a NC clause that prevented a TO was in place, Auryn would already be in violation. Conclusion: its safe to assume that this specific clause in not in place.
The District Court for Massachusetts broke new ground by extending
the application of the Williams Acts to include open market
purchases of securities.3 In S-G Securities, Inc. v. Fuqua Investment
Company,4 the court determined that a publicly
announced intention to acquire stock to obtain control of a corporation,
followed by a rapid acquisition of large blocks of shares
through open market purchases, constituted a tender offer."
In Welman v. Dickinson,â the District Court for the Southern
District of New York also interpreted the Williams Act liberally.
The court held that arguably private purchases from a large number
of âsophisticatedââ sellers resembled a traditional tender offer
and therefore came within the Williams Act.
While the S-G Securities and Dickinson decisions expanded the
coverage of tender offer regulation, they also gave further judicial
definition to what constitutes a tender offer. The SEC has affirmed
this evolving case law in its recently proposed definition of a
tender offer
Beg to disagree - in your interpretation, since Auryn has engaged in aggressive buying, as you say, then the Williams Act would have already triggered disclosure. And yet, there has been no such disclosure. As I recall, there is some 8-factor test as to whether there is actually a TO which would trigger such disclosure. Either way, I think itâs irrelevant. I find it hard to believe our counsel would allow us sign a deal wherein the other party could simply obtain control (whether they actually abide by the Williams Act or not) and then simply trash the whole deal. A non-circumvention clause would prevent that.
Yes. You recall correct on the 8 factors (Wellman vs. Dickinson). As has been publicly disclosed :Auryn is currently bidding for 30% of MDMN common shares. Factor 2: "A solicitation is made for a substantial percentage of the issuerâs securities" Factor 8:Public announcements of a purchasing program concerning the target issuer precede or accompany a rapid accumulation of large amounts of the target issuerâs securities. Thatâs going to be an issue if there is a NC clause preventing a TO in place. Nobody is saying that Auryn is trashing the deal. They would have to offer a premium, based on a fairness opinion, to the deal already in place.
Did some of you watched the movie The 33 ? itâs about mining and itâs in Chile,so related a bit to our stock here,i am going to watch it tonight.