Medinah Minerals (MDMN) - 2017 Q1General Discussion

Kevin was in Lampa today. Most likely heading up to the Alto to observe Mining operations. It’s a long arduous trip to the plateau from stateside. I appreciate his efforts. I would expect an update on his travels when he returns.

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Auruyn goes public: your shares in MDMN, your shares in CDCH are acquired by the the new public Co.(prorated by respective percentages in AMC) Auyrn will own around 70% of new public Co. MDMN and CDCH will own around 30% of the new public Co. MDMN and CDCH become empty shells. Pretty straight ahead.

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empty shells? Can Auryn issue only a certain amount of shares/percentage when they IPO? If so then if someone(Major.Mid Tier) wanted to get a certain percentage wouldn’t they have to buy MDMN/CDCH stock? at that point I wouldn’t call it empty shells. I am sure Kevin has our best interests.

What is an 'Initial Public Offering - IPO’
An initial public offering (IPO) is the first time that the stock of a private company is offered to the public. IPOs are often issued by smaller, younger companies seeking capital to expand, but they can also be done by large privately owned companies looking to become publicly traded. In an IPO, the issuer obtains the assistance of an underwriting firm, which helps determine what type of security to issue, the best offering price, the amount of shares to be issued and the time to bring it to market.

I guess I answered my own question.

Yes. Empty shells. There will be a swap of your shares in MDMN/CDCH for those of Auryn’s at a predetermined ratio (based on outstanding shares in Auryn vs. the 3B in MDMN). And, if Auryn also anticipates raising outside funds through the IPO process your percentage or “ratio” will be diluted by a bit. Seems to me like MDMN is overvalued by a bit and CDCH in undervalued by a bit but it will all come down to longer term results/execution for those willing to wait.

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what about this?
“Can Auryn issue only a certain amount of shares/percentage when they IPO? If so then if someone(Major.Mid Tier) wanted to get a certain percentage wouldn’t they have to buy MDMN/CDCH stock?”

No. They could buy more shares from Auryn (see previous comments on dilution).

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I don’t think this would be happening unless there was a certain amount of confidence that the outstanding share situation of MDMN is close to being “resolved” one way or the other.

Also, I don’t think this would be happening unless Auryn believed it was worth it - meaning that the mountain is worth it.

It sure would be nice to hear the results of the three extra trucks going to ENAMI and whether we’re in “production” now …

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I agree Auryn is very professional at what ever they do and we have witnessed this throughout their involvement with us.As I said before exciting times are around the corner for us shareholders!

" Although the results are slightly below the modeled grade of 15 gpt gold equivalent, they are economical and very encouraging given our stage in the project development."

“We have spent the last two weeks advancing the adit toward the southeast keeping the vein on the east side of the adit. We have left the vein mostly unexposed so that we can define the boundaries of this section of the vein without having to extract, sort, and stockpile the mineralized sections of ore. Every several meters we have been taking samples and verifying that the vein is still on the east side of the adit. Sample results indicate the grades are higher than the test production runs which were sent to ENAMI.

results : 11.5 gpt of gold, 31 gpt of silver, and 1.62% copper.

Now I wonder why they would want to IPO? lol! can’t wait for the next batch of results. Please this is not pumping just actual results from Enami.

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I believe this is Kevin’s first trip to the property and in my opinion is not just a tour. I have spoke to 2 other people who have been on the properties and you could see the glow in their eyes when they spoke of the unbelievable mineralization visible in places even to the naked eye.
IMO, there is a lot going on this week down there and we’re going to hear some great things in the next week or so.

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So I wasn’t completely wrong being optimistic :stuck_out_tongue_winking_eye:

An exercise in thinking outside the box here. The numbers could be rearranged in different ways, including an increase by a forward split of AURYN’s 100M shares. Ownership of the share structure should be prorated by respective percentages in AMC as already mentioned. There are currently 100M shares of AURYN. After a valuation of the company has been determined, it is up to the managing underwriters to determine on either a firm commitment or best efforts basis the number of shares and price to be offered. Underwriters purchase the shares at a discount to be resold.

Assume that the share structure is kept at the original 100M shares (keeping it simple – 70% MASGLAS, 30% MDMN and CDCH). As an example, after determining a valuation for the assets of the company, an offer of 50M shares for the initial public offering could be made to various institutional and individual investors for $1 each. (Half of all stock could be used for the IPO and freely traded, whereas the original equity owners would retain the other half.) Withholding 50% of the shares from the public allows the original equity owners to share 50% of the asset (not publicly offered) among them pro rata retaining majority ownership and control.

Cash is raised from the IPO and these shares are freely trading. Say the IPO raises $46.5M ($50M from stock sale minus $3.5M (7% discount) to underwriters). The raised cash is distributed among the equity owners. MASGLAS gets $32.5M to move AURYN forward, MDMN gets $11.5M and CDCH gets about $2.5M. This is just an example and does not represent anything other than a model for the distribution from an initial IPO. Under this simplified model, the original equity owners still retain control and own 50% of the ADL asset as it appreciates in value from new discoveries and any future JVs.
It does not take into account any exploitation income from production.

A concise description of IPO Basics: Investment Bankers, Underwriters, and Other Key Players is found when “googled”.

We don’t know what we don’t know and it will likely stay that way until AURYN is ready to fill in all the unknown blanks. It all depends on how AURYN decides to move forward. Admittedly, I know very little about corporate structures and how they might be arranged in preparation of an IPO. As an example of a quick search I found the following link and information within the link. I’m not saying this is how this might go forward but the following is simply an example of how some others have moved toward an IPO and the partners (as pre-IPO Owners) were not left behind as an empty shell.

Pre-IPO Owners Don’t Give Up Control in an Up-C Offering

"While preserving the majority of their flow-through tax status, the pre-IPO owners are also able to hold on to their majority ownership of the partnership and therefore the business, Shannon said.

To do so, when the corporate entity goes public, the pre-IPO owners receive Class B shares equal to their ownership stake in the company. The shares generally provide super voting rights to control the publicly traded corporate entity, are not publicly traded and have no economic rights, Shannon explained.

“This gives them the best of both worlds. They retain the beneficial tax treatment enjoyed by partnerships and continue to retain a high level of control of the business until they have sold down below a certain level,” he said.

For example, if a private equity firm wants to sell a 30 percent stake in a portfolio company using the Up-C IPO structure, 30 percent of the company would be offered to public investors via Class A stock. At the time of the float, the remaining 70 percent owned by the private equity firm through the partnership would be represented with the distribution of 70 percent of Class B stock. While the Class B stock does not have any economic rights, it does give the private equity firm control over the actions of the corporate entity.

The Class B shares cannot be sold publicly for the private equity backer to get liquidity. Instead, to liquidate all or a piece of its holdings, the private equity firm would exchange its units in the partnership for a corresponding amount of Class A stock which it can then sell, Shannon said.

“The sponsor achieves liquidity by exchanging partnership units for public company Class A shares on a one-to-one basis and sells those shares into the public market, typically in a SEC registered transaction,” he said."

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Does anyone know the price a stock has to be in order to be listed on the exchange they are considering ??

If they are intending on listing on OTC as stated in the update, then there is no requirement related to share price. There is however reporting and other requirements that vary depending upon the level sought.

Http://www.otcmarkets.com/learn/otc-company-reporting

Within Rick’s link there is an embedded link under the subheading Alternative Reporting Standard. An excerpt was previously posted of the top tier OTCQX IPO requirements, but the full Alternative Reporting Standard guidelines for the top tier OTCQX are found here:
http://www.otcmarkets.com/content/doc/OTCQXGuidelines.pdf

Medinah Minerals Inc. Sells Nuoco Interest to AURYN Mining Chile SpA
February 16, 2016
Medinah Minerals, Inc. (Medinah) (OTCMarkets: MDMN) is pleased to report the sale of its 15% interest in Compañía Nuoco Mining Chile S.C.M., to AURYN Mining Chile SpA (AURYN) for 645,000 shares of AURYN. This brings Medinah’s total interest in AURYN to 27,469,000 shares or 27.5% interest.
Kevin Tupper, Medinah’s President & CEO, reports, "This is an important step in cleaning up Medinah’s balance sheet. Medinah was not in a financial position to contribute its 15% share of the NUOCO expenses and had no way to maintain its interest. Selling our interest to AURYN provides us with an increased percentage in the overall project and also enables AURYN to directly own 100% of the Altos de Lipangue Mining District claims. Furthermore, in light of AURYN’s recent announcement regarding the public listing of their securities, this puts Medinah in a stronger financial position."
Submitted on behalf of the Board of Directors

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Nice news, more ownership.

Thank you Kevin! Keep it coming.

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Should that read February 16, 2017?