The Mining Play

Medinah Minerals (MDMN) - 2016 Q3 - General Discussion (recovered)


No, I’m not a lawyer, and for other non-lawyers, thought I’d post some information (excerpt only - 25 page paper) before anyone here gets a wild notion about shareholder lawsuits. For Information purposes only:



The Cost to Investors of
Today’s Private Securities Class Action System Far Outweighs Any Benefits

Professor Adam Pritchard: “No other nation has adopted the
open-ended private liability for misrepresentations affecting the secondary
market price of corporate securities that we have in the United States, and for
good reason. Our current regime is not the product of congressional action, but
rather, judicial happenstance.”4

This paper addresses (1) the irrationality and
ineffectiveness of these lawsuits as a mechanism for compensating investors;
(2) the fact that securities litigation continues to be driven and controlled
by plaintiffs’ lawyers, resulting in a parade of abuses mirroring the abuses
that led to criminal convictions in the 2000s; (3) the negligible deterrent
effect of private class actions; and (4) the multiple ways that injured
investors can vindicate their rights without the fraud on the market principle.

Irrational, Ineffective Mechanism for Compensation

Defenders of the class action system point to large
settlements as evidence that these cases effectively “compensate investors
injured by fraud.” But those numbers tell only a small part of the story. In

Settlements in securities class actions are paid not by
the parties responsible for fraud, but by other innocent investors (who bear
the cost of a settlement paid by the defendant company).

The transaction costs of the class action process are
high: billions of dollars each year are paid in attorneys’ fees.

The class action system destroys shareholder wealth by
harming the company sued. 3

 The small, individual investors who have the greatest need
for compensation after a fraud are the investors least likely to be compensated
in a class action.

 The private class action process does not produce
settlements based on identified wrongdoing; rather, it forces settlements in
virtually all cases that survive a motion to dismiss because of the
extraordinarily high costs of litigation and the bet-the-company size of a
potential adverse judgment.

Shareholders should interact directly with management if they have useful information.

We will work tirelessly to redact, rescind and return to the Company all shares inappropriately issued. Further, we will use all means at our disposal to seek redress from responsible parties and will cooperate with law enforcement agencies as needed.




You can’t fix stupid.


I wonder what he has to say…


Easy. There is a very big difference between a lawsuit against MDMN the company vs. the past and present directors of MDMN (Les, JJ, Greg, Tenney, Vittal, Goodin, etc.). It would be moronic to sue MDMN, a company without the necessary assets to defend itself. As for the individuals, the first step will most likely be all of these gents returning all of their ownership in MDMN, CDCH, NUOCO (if they are smart) and then begging for leniency. The only caveat, when somebody is as pathological as Les, it becomes very difficult to predict what will actually happen.

For those still defending Goodin, I would encourage you to ask if he’s hired a forensic accountant yet. This step should have been taken the day following the discovery of the extra 1.5 Billion shares. The only explanation for any “dragging of feet” at this point is because those responsible for moving things forward have culpability. All of the mentees of Les need to be replaced if shareholders really want an expeditious resolution. Without a resolution the fundamentals will only be background noise. IMO


It is my belief that there was no disclosure statement in the MDMN/Ulander deal, but we were told that there was one.


I have suggestions:
IMO, All of the past companies that came out of Les’ schemes were / are interrelated, filled with reverse splits, some dividends ( no one complained and Les got a bigger playground etc.)
Any action taken should unwrap all the onion skins around:

NEPC (nper etc.)
Capital Change=shs decreased by 1 for 10 split. Pay date=08/07/2000.
Les Price CEO
Jack Ginn President
Peter Cannon Secretary

Formerly=Medinah Mining, Inc. until 3-01
Formerly=Medinah Energy, Inc. until 5-99 ( mdin…etc),
Accounting/Auditing Firm
Scott L. Jenson, PC
2853 Naniloa Circle
Holladay, UT, 84117
United States

Legal Counsel
Hackney Law, P.A.
1061 E. Indiantown Rd. Suite 400
Suite 400
Attorneys & Counselors at Law
Jupiter, FL, 33477
United States

Div. One restricted sh Medinah Gold, Inc. Com for every 10 shs Com held. Rec date=5-7-99. Pay date=5-28-99
Capital Change=shs decreased by 1 for 50 split. Ex-date=3-3-97
Cap. Change=shs decreased by 1 for 1.01 split. Pay. date=02-28-01.
Capital Change=Stk. Div.=20%. Ex-date=04/26/2001. Rec date=04/30/2001. Pay date=06/01/2001.

Formerly=Weather All Manufacturing USA, Inc. until 3-99. State of Incorporation Florida changed to Nevada concurrent with name change
Company Officers/Contacts
Patrick R Day Vice President, Treasurer
Company Directors
Patrick R Day

Service Providers
Accounting/Auditing Firm
Stayner Bates & Jensen P.C.
510 South 200 West
Suite 200
Salt Lake City, 84101
United States

Legal Counsel
Michael Labertew
2825 E. Cottonwood Pkwy.
Suite 500
Salt Lake City, UT, 84121
United States

Taylor & Associates, Inc.
6313 Shenandoah Park Ave
Salt Lake City, UT, 84121
United States

Company Officers/Contacts
Gary Goodin President, CEOSecurity Notes
Capital Change=shs increased by 40 for 1 split, payable upon surrender. Pay date=05/21/2009.
Capital Change=shs decreased by 1 for 15 split. Ex-date=06/15/2012.
American Sierra Gold Corp., Prior to Reverse Merger with Medinah Gold, Inc. does not have any Key Executives recorded.

And why not throw in FRONTIER (FIRE) while we are at it.
Any other shareholders out there participate in the private placement for Frontier? Please send me a note.
This stuff is just general info off the OTC site. Tip of the iceberg.


Thanks. If you noticed, the article I referenced was for class action lawsuits, only. I agree, that would be moronic and is why I posted to rule it out of consideration. I certainly haven’t defended individuals in this mess, although I have strongly advocated to see what facts are offered up at the informational meeting before indicting everyone as some have already and continue on doing here. I’m sure you’ll ask the question of hiring a forensic accountant at the informational meeting, if you haven’t already addressed that question to management. There are many questions that can be asked surrounding this debacle that need factual answers that only the company can answer at this point.

In the articles of incorporation I recall having read that BOD members are defended against any lawsuits at company’s expense. Bummer for common shareholders. Claw-backs of any kind are best leveraged by the heavy hitters that were most injured in their legal contracts and representations (i.e. MASGLAS & AURYN), which is the path I believe they have already indicated they are pursuing. I recommend hearing what gets said at the informational meeting, seeing what the plan going forward is, and listening to the questions and answers at the meeting. Unquestionably the recent revelation has had a deleterious effect to all shareholders, and all should be interested in the most expedient recovery that can be made without further harm to the company and the value of our shares.


How did this criminal get away with running all these companies to the ground by stealing from shareholders and get away with it??



Peter Nper had approx 18 million shares of Medinah. Nper no longer has those shares is it fair to say lester sold all of those shares during the run up of Medinah?? Where did those shares go???


Ding, ding, ding. You win a prize. This is exactly why Goodin and any other insiders who had oversight of MDMN are immediately replaced. We ain’t paying for a single penny for any of these guy’s defense. Keep in mind that Goodin chose to share a lawyer with Les in the other case. Wake up folks!!

There’s no directors/officers insurance as far as I can tell.

It’s going to be a cold winter for many of these individuals.


My recollection was past and present BOD members, not just active BOD members. Anyone have a copy of where that is addressed in the amended articles of incorporation?

True, that alone should go far in any recovery efforts without taking it to the expense of a courtroom. The leverage for clawing back what can be recovered will come from forensically piecing together not just ethical misappropriation, but criminal activity (such as forged documents or signatures). Now, where did all those “auxiliary agreements” and NDAs get misplaced that were frequently being referenced? Just the prospect of avoiding jail time may be the most effective persuader in returning ill-gotten gains from all the “irresponsible” parties involved.

Further, we will use all means at our disposal to seek redress from responsible parties and will cooperate with law enforcement agencies as needed.


Both you and easy make good points and I believe are trying to reach the same conclusion from different directions, the recovery of capital or shares from the improper share issuance.

As I mentioned previously, BOD members generally receive a defense of their actions as BOD members; and, unfortunately, Baldy, this would extend to after they are terminated/resign for actions taken while rightfully on the the BOD. So even if Goodin resigns, MDMN would still be on the hook for any of his defense in the Nevada lawsuit or while he was a member of the MDMN BOD. This right to defense would apply whether Goodin has his own atty or uses MDMN’s atty.

But my big question, which I raised previously, goes to why MDMN has the same attorney as Les and others in the Nevada litigation. Les was not a BOD member at the time of the Nevada allegations and MDMN has no obligation to defend him what-so-ever. Plus, with allegations which seem to implicate Les acting as if he ran MDMN in the Nevada lawsuit a direct conflict of interest exists which would prevent the same attorney from representing everyone. Then you couple the share issuance discrepancies which MDMN specifically has stated occurred without MDMN’s knowledge, you have now double-downed on the conflict of interest. The past BOD members had a fiduciary duty to MDMN which they seem to have broken by not properly monitoring and operating MDMN, especially when dealing with a former associate of MDMN with whom they have had experience in prior past business failures.

Any lawsuit would be by MDMN against its former BOD members (or current if you count Goodin) for the breach of their respective duties and the MMC person for various actions of fraud, conversion (civil theft), unjust enrichment, etc. The shareholders could initiate this lawsuit through a derivative lawsuit. This term is commonly defined as a lawsuit brought by a shareholder on behalf of a corporation against a third party. Often, the third party is an insider of the corporation, such as an executive officer or director. This action explains, in my opinion, why us smaller shareholders need to see what the largest shareholder Masglas is going to do about this problem. They would front the costs and run with the lawsuit against all former BOD members, MMC persons (because their are wholly owned), and other persons (improper private placements entities). Unfortunately, MDMN would bear the costs of defense for the innocent BOD members rightfully on the BOD at the time, but would not have to pay the costs of this defense if the BOD found liable. This type of lawsuit would not be a class action as a shareholder is bringing it on behalf of MDMN, in effect making MDMN the Plaintiff. In fact any one shareholder could do this right now; but, who of us has a better financial position to see the suit through to fruition and greatest harm occurring to them then Masglas?

In an ironic twist, since MDMN does not have the capital readily available to defend any of its BOD members anyway. As of March 31, 2016, MDMN only had $83k in cash. This amount wouldn’t cover the retainer payments for the numerous attorneys needed to represent the former BOD members. So the fact the BOD ran MDMN into the ground makes it kind of hard for them to go back to MDMN and say pay my atty bill. If MDMN had director & officer and/or errors & omissions insurance than the insurance company foots the bills. Either way, MDMN actually doesn’t have to pay for the litigation. Can you see the argument before the court? Former MDMN BOD members, “Judge, MDMN not paying our legal fees (whine)!” MDMN (through Masglas), “well MDMN would be glad to pay the fees if the former MDMN BOD had not run the company into the ground and left it with no cash as we allege in our complaint.” Any shareholder derivative lawsuit would have to be carefully crafted to make sure MDMN goes after the wrongful party. Going after an innocent director just results in MDMN having to pay for the innocent party’s defense. The above goes to why MDMN needs to use the discovery process in the Nevada case to get the info they need to allow Masglas to properly bring a shareholder derivative suit. I have attached a link to a decent overview of shareholder derivative suits. Pay attention to Article VII talks about atty fee requirements in Deleware (I know it doesn’t apply to us, but most likely pretty close to Nevada).

IMHO, now is the time for Masglas/Auryn to strike hard.


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Thanks for taking time to comment and giving a more realistic view of what may unfold and what obstacles are likely to present themselves legally. A fresh perspective is greatly appreciated.


jak167, anything you can suggest that shareholders do to support
Masglas/Auryn efforts would be greatly appreciated.

Combined with production reports, the Chilean Conference, and potential
outside investors, perhaps we will start to see some daylight.


Why doesn’t Auryn go after Goodin and get him to resign? After all Goodin was also on the BOD when this all happened under his watch.


I agree…Although I am very disappointed we are still trading around .01… I would have thought we would be heading north by now, even with the share dilution…Frustrating…