Medinah Minerals (MDMN) - 2016 Q4- General Discussion

Individual Stocks Medinah Minerals (MDMN)
746

http://www.stockwatch.com/News/Item.aspx?bid=U-s0143946-U%3aMDMN-20161025&symbol=MDMN&region=U

This is clearly the basis upon which Les justifies to himself whatever he did in regard to issuing non-approved shares. He probably thought of it as self-collecting upon debts owed to him. And just as obviously he knew he was doing wrong, else he would not have been changing numbers in reports from the TA and allowing false numbers to be published in public Medinah reports.

He is staking out his position, probably hoping for some type of settlement.

The question raised by this is: was there a “oral agreement”? It would not be surprising, given the sloppy nature of everything that Medinah has done for 15 years? If so, no one will be clear on the details of what that agreement is or was. Undoubtedly Les took full advantage of any agreement and all ambiguities at hand. But even if there was such an agreement, it obviously does not justify Les’ subsequent shady dealings and forging of documents.

But how long will it take for Medinah to get enough money in hand to mount a defense and put forward its own offense?

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747

“Oral Agreement” LOOOOOL how convenient?

748

At informational meeting, I believe it was stated Les and Chapin agreed to waive debt.
I wonder if this is the same debt he is now suing for

749

Just a little something from Canada that also appears to apply to the United States and hopefully it is relevant here, if needed.

Promissory Notes: The Dangers of Limitation Periods
2000, 10235 - 101 Street
E
dmonton, AB T5J 3G1
PH: 780.423.3003
400 The Lougheed Building
604 1 Street SW
Calgaalgaalgaalgary, AB T2P 1M7
PH: 403.260.8500
201, 5120 - 49th Street
Y
ellllowknife, NT X1A 1P8
PH: 867.920.4542

Lee Mayzes
Promissory notes can be a useful tool in many contexts. Whether in settling a dispute or securing payment in a business transaction, promissory notes can create valuable flexibility in the payment of a debt. However, creditors need to be aware of some special restrictions that have developed in the law with respect to promissory notes.
Most creditors know that the Limitations Act restricts their ability to sue on a debt to within two years after the debtor’s liability arises. What many may not know, however, is that the 2 year period may begin sooner than is anticipated.
Many promissory notes provide that payment shall be made “on demand” or “on sight”. Often it is not necessary to present the debtor with the note to constitute a demand (i.e. “presentment has been waived”). The ability of a creditor to call in a note on demand has been considered useful as it allows the creditor to extend the limitation period within which a note could be collected in that it is often thought the debtor’s liability does not arise until a demand is made. Contrary to what one might assume however, an actual demand is not required for the debtor to become liable. Rather, the debtor’s obligation is immediate, unless otherwise specified, (as is the creditor’s right to take action) and begins upon execution of the note, which as a result triggers the start of the limitation period.
Therefore, on a promissory note made payable on demand without the need for presentment, there are only two years from the date of endorsement or delivery for a creditor to recover the amount owed. Failure to appreciate this fact has caused more than a few to have their recovery rights unexpectedly barred by the Limitations Act.
(read the rest on the link provided above)

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750

Where is Mike Gold?

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751

I think this is good news on two accounts.

  1. It may mean a quicker settlement
  2. Les probably would have liquidated a big chunk of his stock before filing. There may not be much left to sell.
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752

Who were the three directors and officers that Les made the “oral” deal with? 10% per year interest rate
must be nice. I wish I could loan money out for that kind of scratch.

753

Two of the players are deceased, Gordon and Larry
then there’s Russell. Course there’s no love loss there

Oh what a tangled web we weave,
When first we practise to deceive! Sir Walter Scott,

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754

Thanks Elrac. Anyway you slice it, I don’t think this is good (no offense intended newleaf). MDMN has no assets to use for a settlement. They also have no assets to pay for a defense. I also don’t think Les will back down. He’s been branded as a fraud and a scammer, what does he have to lose, his reputation? The man is a snake, he doesn’t care about anyone but himself. Second, if he has liquidated all his illegal shares, then this is just icing on the cake for him so why not continue to pursue it. Heck, he’s already robbed the company of millions, why not squeeze more blood from the stone. Personally, I don’t think he’s done selling. This is unreal; it would be nice if Kevin could issue a quick rebuttal to this to at least tell all of us where MDMN stands.

755

WTF! Man this guy is a piece of work. Now he is alleging an oral contract! And we can see the quality of legal representation he has hired.

To those who may not know, the success ratio on trying to enforce an oral contract versus a written contract are laughable, plus one also runs into a little known legal principal called the Statute of Frauds (the label being ironic on many levels in this case). The Statute of Frauds holds certain types of contracts cannot be enforced as oral contracts and must be reduced to written contracts. In particular in Nevada, contract which by their terms cannot complete within one year from their formation, and a contract to answer for the debt of another fall under the Statute of Frauds. In Nevada, these types of contract MUST be in writing. They teach this stuff in first year law school!! On its face, Les and his brain trust admitted their claim could not be completed within a year and they were paying the debts of MDMN!! By their his own admission, his complaint fails on its face and a court should dismiss it with prejudice (meaning he can’t refile it).

Further, even if he could go forward with an oral contract complaint, since a written contract contains all of the terms on its face no outside evidence can be brought in to vary or change the terms of the contract and it must stand on its own. The party’s duties are in the contract or they are not. With an oral contract, none of these terms exist because no writing exists. This fact means to succeed, the plaintiff has a very difficult time as he must prove each and every element of the oral contract through outside evidence (ie: other docs, email, witness testimony, etc.). This requirement puts a hard burden on the plaintiff and any defendant’s attorney with half a brain can drag out an oral contract case so the plaintiff spends an exorbitant amount in attorney’s fees, meaning the plaintiff either settles or gives up.

Next, you run into the issue of the Nevada Statute of Limitations, which states:

"NRS 11.190 Periods of limitation. Except as otherwise provided in NRS 40.4639, 125B.050 and 217.007, actions other than those for the recovery of real property, unless further limited by specific statute, may only be commenced as follows:
1. Within 6 years:
(a) 

(b) An action upon a contract, obligation or liability founded upon an instrument in writing, except those mentioned in the preceding sections of this chapter. (ie: a promissory note)
2. Within 4 years:
(a) 

(b) 

© An action upon a contract, obligation or liability not founded upon an instrument in writing. (ie: an oral contract)
(d) 


Seems like Les is a little late to the party. It took my 5 minutes to look this up. By his own admission, once again, the alleged oral contract and promissory note occurred in 2007. So unless he is alleging a series of individually oral contracts for each debt paid and has a promissory note for each debt and each of these oral contracts are within their respective 4 or 6 year period, they are unenforceable. Or, I suppose he could allege the oral contract and promissory note weren’t complete until 2016, but then how could the MDMN board members agree to the terms if they are deceased. See the problems with enforcing an oral contract?

Lastly, MDMN addressed this issue in their recent news release of October 6, 2016 where it said (in summary):

"During the meeting MEDINAH discussed its current financial position and made further disclosure regarding its 15c211 discrepancies.

MEDINAH has retained the law firm of Holland & Hart to represent it and direct an independent forensic investigation into its financial and share issues.

During the meeting MEDINAH announced that Greg Chapin and Les Price signed an agreement on August 23, 2016, cancelling all alleged debts owed to them by MEDINAH.

In summary MEDINAH anticipates the following changes to its capital structure and ownership in AURYN.

A decrease of $4.3 million in alleged debt leaving the alleged remaining debts totaling $373,000. This is A 92% reduction in debt."

How can Les claim a 2 million debt to MDMN when all debt cancelled with remaining debt at $373K? Either MDMN’s new attorneys and directors/officers are incompetent or lied to us; or, Les realizes he’s screwed and trying to get some leverage of his own to try to settle with MDMN. Guess which one I choose?

Kevin, time for your great communication skills. Get a news release out to counter this Les’ BS and get those high priced attorneys to dismiss Les’ BS!

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756

Yeah, that was my next question, how this claim relates to the supposed dismissed debts. Either Les is going to try and claim that new agreement is invalid, OR he came up with a new claim based upon this verbal agreement argument and he intends to assert this claim was not covered by the recent agreement.

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757

So, Mr. Price protected GXK and his own interest in GXK by committing forgery and fraud on the shareholders of a publicly traded company for the past 8 years? Now, a lawsuit against the company he was continually committing forgery against in order to defraud a publicly traded company just to protect a private company he essentially runs in Canada?

The allegations are contained in a
notice of claim filed at the Vancouver courthouse on Oct 18, 2016.
According to the suit, GXK entered into an oral agreement with Medinah
in April, 2007, in which GXK would make payments on behalf of Medinah
and would pay Medinah’s debts.
Stockwatch

Who is aware of the alleged promissory note, and when were they informed of it? If brought into evidence, as it surely must be, are signatures also forged? If this is a legitimate claim (highly doubtful or it would have been made known with signing the AURYN contracts) where does it appear in Medinah’s annual reports and who was responsible for hiding it for 8 years?

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758

VA couple of thoughts:

  1. I don’t doubt les did pay expenses and am sure he has the bank statements to prove it. I also am sure that some, if not all, of mdmn’s repayments were in the form of stock via debt conversions at a deep discount.

  2. I am also confident that Les contacted the reporter to get this story published. This is not something stockwatch would pick up on.

  3. I sued a company in the same court, the claim started with words like “God save the Queen
” An expensive proposition.

  4. Would be interesting to do discovery of the books and records of les’ company, which was probably used as funnel for share issuances. Sometimes, DD can be a bitch.

  5. I would assume les kept the books for mdmn and if these “alledged” loans were not recorded, well his shit out of luck.

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759

Additionally, weren’t all debts settled in Feb 2012 when GXK Ventures was issued convertible stock to settle their debt for ~$1.14 million dollars?

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760

Its what I added above to my long response (sorry) regarding the statute of limitations. Neveda requires enforcement of written contracts (ie: promissory notes) within 6 years and oral contracts within 4 years. How could Les have a written contract in 2007, which he is only trying to enforce now? Both would be beyond the statute of limitations. He can’t allege an ongoing series of mini contracts because that argument does not fall under the definition of a contract (offer, acceptance, consideration). He can’t allege the contract complete in 2016 because how could the contract be in negotiation for 9 years? And the parties starting the negotiations were deceased at the completion?

IMO, it’s all BS and smoke screen for Les to try to get some leverage back to try to negotiate a better settlement with MDMN so MDMN doesn’t go after him.

Also, realized I forgot to mention venue as well. Venue applies to the location the plaintiff brings the action. Generally, the plaintiff must bring a breach of contract action in the jurisdiction of the formation of the contract. Since MDMN a Nevada corp and he is alleging oral contact, the contract must have been negotiated through MDMN’s officers, making Nevada the site for any lawsuit to enforce. If an issue arise over the site of the formation, then you use the fall back position of the lawsuit must occur in the jurisdiction of the defendant’s residence. For a Nevada corp, it’s Nevada. MDMN should be able to get this case moved to Nevada and Les needs to fly his Clarence Darrow to Nevada.

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761

From the 2012 Annual Report (March 2013):

http://www.otcmarkets.com/financialReportViewer?symbol=MDMN&id=101076

NOTE 3—LOANS FROM STOCKHOLDERS
In 2002, the Board of Directors passed a resolution that the stockholder loans would bear an interest rate of 10%, with no specific terms of repayment. The stockholder loans consist of the following: Juan Jose Quijano Fernandez, president, director, and stockholder, as to $73,000; Greg Chapin, director and stockholder, as to $335,963; and GXK Venture, Inc. (Les Price), stockholder, as to $1,142,336. During 2012, by Board resolution, the Company issued some of its newly authorized preferred shares to these stockholders to satisfy these obligations.

From the Cash Flow Statement of the same report:

The Company issued 7,350 of its preferred shares in repayment of shareholder loans: $ 1,551,299

762

The law suit is not from Les Price but rather his company GXK Ventures. Presumably and in typical LP fashion, his personal forgiveness of debt may not extend to GXK which means that once again he is deceitful (go figure). I hope this is not the case. Additionally, I hope he should have to prove any claimed debt with actual documents. It would not surprise me at all that he used fraudulently attained funds to loan any money (if in fact it is actually true) to do the criminal double dip.

As I recall, all debts including ridiculous interest were paid in 2012 with preferred shares.

While I believe this is just a tactic to muddy the waters and inflict whatever pain he can inflict, it will have to be answered. There is no limit to what this criminal will do.

Hopefully our BOD can dispatch this with ease. I think we should then pursue a civil suit against LP, GXK and any other entities he may own in addtion to filing criminal charges.

Two can play this game!.

3 Likes
763

You are correct, I saw that discrepancy. It’s why I pointed out the language int he 10/6 news release. The news release says Les personally, but then also lists the remaining obligations after forgiveness as 373k. When I execute releases for business clients, I always include both the person and the business in the release, just for this reason. MDMN should only need to look at it’s release from Aug. Most release include language RE releasing all agents, assigns, officers, directors, etc. Depending if GXK a solely held corp and how release drafted, it may cover it.

Based upon the other posters who found info RE GKX getting shares in forgiveness of debt, it gets even better and better. Goes back to the very difficult nature of proving an oral contract. It get into a “he said, she said” scenario. Judges hate it. They tend to want to dismiss oral contract cases just to not have to deal with the hassle.

No matter how you slice it, it looks like Les grabbing at straws by filing a frivolous claim.

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764

A civil suit will cost money
a luxury MDMN does not have right now. MDMN can only get money from mining revenues (still a ways off), selling MDMN shares (not exactly the best price right now), selling an interest in its current assets (NUOCO or Auryn), or some kind of loan or promissory note. We’re not exactly in great position to defense this or any other lawsuits at this time, unless of course someone like Greg Chapin fronts the legal costs as some mentioned was a possibility.

For Les, now is a perfect time to bring suit against MDMN in a final scorched earth act of defiance - as frivolous as his case is. He knows MDMN is hurting for cash and can’t properly defend itself at this time without outside help. Assuming this is just a tactic to gain leverage for an inevitable settlement (IMO), it is more of an eye poke since the evidence against Les has got to be as hefty as it is incontrovertible.

This is akin to Saddam burning the Kuwaiti oil wells during the Iraqi retreat of the Gulf War.

766

Still here. Going forward, I generally will only be around to check in when there is news released. With Medinah now basically a holding company and Auryn only dispensing news through official websites announcements, there seems to be little reason to follow Medinah on a daily basis anymore. While we wait on the developing revenue stream from the Caren mine, we at least have some frivolous lawsuit(s) from Les to provide some modest entertainment value.