Medinah Minerals (MDMN) - 2017 Q1General Discussion

So is it fair to say every billion AURYN is worth…mdmn is worth .10 cents

Interesting. I recall Medinah’s previous jv package rumors from the long past often included a discussion about a minimum investment in mdmn by the partner. Good for a boost in share price for investors keen on getting to a liquidity event while still giving incentive for the partner to make the deal profitable for both parties in the long haul.

I still believe the big questions is what percent ownership will MDMN have in Auryn after the IPO. The good news is that before they IPO, Auryn will have to provide a prospectus with a lot of juicy information and forward looking statements

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Remains to be seen if this could lead to more than just a liquidity event to common shares, but also a disbursement of funds event. Some interesting possibilities for not just MDMN, but also CDCH to have an avenue to some cash. Would an equal forward split of the existing 100M shares (held by MASGLAS, MDMN and CDCH) provide basis for the IPO shares to be formed?

Hopefully when Kevin gets back if he hasn’t already give us more info on Today’s news from Auryn.

Auryn goes public and at that point Medinah’s 26% stock ownership becomes registered shares of Auryn, a public company.

Medinah now has a value associated with the market price of those shares.

At the point that Medinah management decides the legal clawback is complete, they issue the Auryn stock to the Medinah shareholders on a pro rata basis for each of us to decide our own futures with our investments.

Medinah closes its door and a chapter in all of our lives.

JMHO

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You have to realize they will be raising cash in an IPO to continue to fund operations. So there will be dilution to MDMN and to the other existing holders of Auryn stock.

How many JV are done between a public company and private? My opinion is that maybe its is a requirement by the potential JV partner/s.

Maybe…but shouldn’t Auryn have multi-millions from the Caren by the end of the year? Cash flow needed to further develop the property could just as likely come from a JV partner.

Karl it doesn’t seem that they had any problems up to now to fund their operations although they are small. We just don’t know what kind of assets/cash are behind Masglas/Auryn.

Exactly…

Thanks for posting!

OTCQX Listing, Eligibility & Quotation

Posted on December 21, 2014 by Brenda Hamilton, Securities and Going Public Lawyer
OTCQX Attorney - Going Public Lawyer
OTC Markets Group organizes securities into the OTCQX®, OTCQB® and OTC Pink® categories based on the level of disclosure provided and the listing fees paid by the issuer OTCQX Quotation of a company is considered to be the highest tier offered by the OTC Markets and the most prestigious in going public transactions. OTCQX eligibility is tailored for both domestic and international companies seeking to go public.
OTCQX International is a fully electronic interdealer quotation system affording investors and broker-dealers access through online and full-service broker-dealers in the U.S. Trades of OTC Markets OTCQX International securities are settled and cleared in US time zones using US currency like any US-based exchange-listed security.
OTCQX International Quotation & Disclosure
OTCQX International is a disclosure tier for issuers already listed on an international stock exchange. According to the OTC Markets, the OTCQX International includes over 300 issuers, $1.7 Trillion in market capitalization and $29.5 Billion in annual dollar volume.
The OTCQX International offers many benefits to Foreign Issuers including:
OTCQX accepts the foreign issuer’s reporting in lieu of SEC reporting.
The tier is a cost-effective alternative to NYSE or NASDAQ for publicly traded companies.
OTCQX reaches a larger group of U.S. institutional investors who can buy OTCQX securities through the broker of their choice.
Disclosures on the OTCQX are available to U.S. and other investors.
Using the OTC Link® ATS, foreign issuers quoted on the OTCQX increase liquidity in their shares.
OTCQX International allows companies to establish a secondary market for their securities and increase liquidity by attracting U.S. investors without the duplicative regulatory requirements of a U.S. stock exchange listing. Companies on OTCQX International may use the disclosure required in their home jurisdiction instead of SEC reporting.
All companies appoint a qualified, third-party investment bank or securities attorney to help with the admission process, post disclosure in English, and act as a trusted resource for all their investor information needs and U.S. market protocols.
The OTC Markets OTCQX International

? Is Auryn getting listed somewhere else as well?

" by accessing the U.S. capital markets as a Foreign Private Issuer"

Usually when you IPO a stock you are selling shares to the public, which means dilution to existing shareholders. I am not saying that this a bad thing, especially if the valuation of the stock is high enough, but it should be something that needs to be considered in the equation. In order to IPO you need the shares to be publicly traded. Of course if they simply issued IPO shares to Masglas and to MDMN and CDCH that usually will not created a public market for trading stock. Of course if those shares are distributed directly to CDCH holders and MDMN holders that might satisfy the requirements.

Maybe getting ahead of ourselves here … the news included an “or” among the possible tiers of exchanges. hmmm … are there possibilities that are being considered other than the obvious? OTCQX is noted as the top tier that I referenced. Is it really something earnestly being considered? I don’t know all the details required for multiple simultaneous listings.

OTCQX Quotation of a company is considered to be the highest tier offered by the OTC Markets and the most prestigious in going public transactions. OTCQX eligibility is tailored for both domestic and international companies seeking to go public.

Although it may be a desirable long range goal, does not seem likely initially considering the following requirements:

  1. Have a bid price of $5 or more; or
  2. Have net tangible assets of $2,000,000, if the issuer has been in continuous operation for at least three years, or $5,000,000, if the issuer has been in continuous operation for less than three years; or
  3. Have average revenue of at least $6,000,000 for the last three years.
    • A minimum bid price of $0.10 (for preceding 30 consecutive calendar days)
    • At least 50 beneficial shareholders, each owning at least 100 shares of the company’s common stock
    • Two years of audited annual financial reports available
    • Issuers of SEC-registered securities must be current in required reporting. Non-SEC registered companies must be compliant with the Alternative Reporting Standards (ARS). Click here to learn more about Reporting Requirements
    • Non-SEC Reporting Companies must be published in the S&P or Mergent Manual for Blue Sky compliance, allowing broker-dealers to recommend the security in up to 38 states
    • DAD Letter of Introduction upon application process completion, and annually thereafter, confirming that the company has made adequate current information publicly available and meets the marketplace inclusion requirements

Is highlight in #2 possible/likely by end of year?

Actually, his math is fairly accurate.

You can’t simply say that if Auryn is worth $1.00 then MDMN is .26 when you don’t know how many shares Auryn has outstanding. Only if Auryn had 3 billion shares outstanding could you make a direct correlation to MDMN’s 26% ownership stake (and 3 billion outstanding shares) equating to .26. So instead you have to go by the market cap.

If Auryn is valued at $1 billion, then that makes MDMN’s market cap $260 million in theory. You then divide that by 3 billion outstanding shares and it comes to about .087. Close enough to .10 for a back-of-the-matchbook calculation.

That math equation was for example’s sake only. Auryn has a lot of work to do before it would be valued at such a high market cap IMO.

The prospectus, if the F-1 filing is accepted, should provide much interesting and useful information.
See the General Instructions for eligibility requirements for use of a Form F-1 in the attached link.
For anyone that hasn’t already looked it up, the F-1 filing costs $5,000 (non refundable) and is largely confidential, except for the prospectus:

1. INSTRUCTIONS AS TO SUMMARY PROSPECTUSES

  1. A summary prospectus used pursuant to Rule 431 (§230.431 of this chapter), shall at the time of its use contain such of the information specified below as is then included in the registration statement. All other information and documents contained in the registration statement may be omitted.
  2. (a) As to Item 1, the aggregate offering price to the public, the aggregate underwriting discounts and commissions and the offering price per unit to the public;
  3. (b) As to Item 2, a statement concerning the enforceability of civil liabilities against foreign persons [Item 502(f) of Regulation S-K (§229.502 of this chapter)];
    (c) i.a brief statement of the principal purposes for which the proceeds are to be used;
    ii. a statement as to the amount of the offering, if any, to be made for the account of security holders;
    iii. the name of the managing underwriter or underwriters and a brief statement as to the nature of the underwriter’s obligation to take the securities; if any securities to be registered are to be offered otherwise than through underwriters, a brief statement as to the manner of distribution; and, if securities are to be offered otherwise than for cash, a brief statement as to the general purposes of the distribution, the basis upon which the securities are to be offered, the amount of compensation and other expenses of distribution, and by whom they are to be borne;
    iv. a brief statement as to dividend rights, voting rights, conversion rights, interest, maturity, exchange controls, tax treaties, limitations on ownership or voting;
    v. As to Item 4, a brief statement of the general character of the business done and intended to be done, the Selected Financial Data (Item 3.A of Form 20-F ( 249.220f of this chapter) ) and a brief statement of the nature and present status of any material pending legal proceedings; and
    (d) A tabular presentation of notes payable, long term debt, deferred credits, minority interests, if material, and the equity section of the latest balance sheet filed, as may be appropriate.
  4. The summary prospectus shall not contain a summary or condensation of any other required financial information except as provided above.
  5. Where securities being registered are to be offered in exchange for securities of any other issuer, the summary prospectus also shall contain that information specified in paragraphs 1.(c)(iv) and 1.(c)(v) above which would be required if the securities of such other issuer were registered on this Form or Form S-1 according to General Instruction III.
  6. The Commission may, upon request of the registrant, and where consistent with the protection of investors, permit the omission of any of the information herein required or the furnishing in substitution thereof of appropriate information of comparable character. The Commission may also require the inclusion of other information in addition to, or in substitution for, the information herein required in any case where such information is necessary or appropriate for the protection of investors.
    https://www.sec.gov/about/forms/formf-1.pdf

Like to see Medinah update on today’s news from Auryn and what it means for us.

Also Auryns monthly update on the mountain.

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If Auryn wants to go public, it’s because they know they have something big, again JMHO.

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