The Mining Play

Medinah Minerals (MDMN) - 2017 Q2 General Discussion

[quote=“MikeGold, post:391, topic:1863, full:true”]Its only some Cerro shareholders hoping that Auryn uses them as an investment vehicle that have brought the topic up for discussion/speculation.
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Actually, it was Auryn offering a 0% loan on the $300k cash call and then the BOD of MDMN taking over management of CDCH that fueled the recent speculation. Auryn certainly didn’t have to extend that courtesy to CDCH as they didn’t previously have any insiders or controlling persons like they did with MDMN.

Replacing the BOD and taking over voting control fueled the logical speculation that a takeover/merger or some other significant corporate action may be in the offing.

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I think all of that simply reflects Kevin helping out Cerro shareholders rather than being indicative of Auryn’s future plans. More likely, now that Cerro is good hands, the transition of Cerro shares being converted into a new public entity called Auryn will go smoothly.

I don’t know what Auryn will do but I certainly hope it doesn’t involve Cerro’s shell. I think Baldy’s comments are misguided. Put your assets in a tainted penny shell…expect to pay the consequences in depressed shareholder values.

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I think your knowledge of the reverse merger process is misguided. Stick to geology. A completely legitimate company could/can reverse merge into a shell previously owned by ISIS and it wouldn’t make one lick of difference once the name and ticker were changed. The reputation, however poor, doesn’t follow the shell.

Just another side show conversation that will have no impact on anyone’s investment in CDCH or MDMN regardless of how it plays out. The only relevance is timing as this move (to HR’s point) could expedite AMC’s plan to go public through a fully controlled entity (CDCH).

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I think it would delay it. I suppose I should stick to the geology side and let you continue your role as the resident Cerro cheerleader but what fun would that be?

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Only AURYN knows, and I believe they will choose the best method which is the one originally announced and outlined. AURYN’s books should be quite clean after the recent cash call. Other than FCX, we don’t know who AURYN has been negotiating a possible JV with. The purpose of an F-1 application is to become an independent free-trading company on either the OTCQB® or the higher OTCQX® exchange. Initially the OTCQB® is easier to qualify for and the one that I feel AURYN will successfully be traded on before qualifying for the OTCQX®. If this plan fails, they could technically reverse merge with CDCH. Since CDCH is currently a non-reporting company, AURYN may find this route is available, but a much longer route to reaching an ROI for current investors. I see it as a back-up plan only. Merging with CDCH is also much less attractive at it would remain on the OTCBB. For this reason a reverse merger into CDCH is much less likely to reach the international markets that AURYN would like to reach. AURYN will reach for the strongest future hand in moving to a major market, IMO.

As a rare occurance, I actually agree with Mike Gold, but in a different vein (no pun intended). It would cost a max of $100k to file a S-1 to go public, have audited fins, etc. I would want to start fresh, no because of the previous stench, but I don’t want to deal with any past liabilities or contingent liabilities.

This is where I differ. Auryn could go public, AHC or whatever the parent company is, would be the holding company, with Auryn being the sole subsidiary, of which MDMN and CDCH are shareholders. Then it could out and raise capital via a public offering.

In the alternative, MDMH and CDCH could be shareholders of AHC and AHC could go public, with just the limited shareholders, then when the company is futher along in its mining efforts, it could do a public stock offering.

JMO, it probably is more costly to clean up Cerro than it is to start fresh.

I’ve been out of the game so long now that I can’t give an in depth answer anymore, but I’m quite certain that it is far more expensive to start fresh than to acquire an already existing shell company. And as far as MG’s comments about CDCH’s history having any relevance on the shell if Auryn or any company were to use it to go public, well they’re just plain wrong. MG has always had a negative agenda towards Cerro and it seems he’s sticking to it even with all the change that has occurred. He should stick to what he’s good at, the geology aspect of things and cheerleading for MDMN.

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Presumably, Auryn already spent a lot of money on proceeding with the IPO having no idea whether they would gain control of Cerro until they did. I suppose I should love Cerro now with the recent changes but I still don’t like it anyway so there!

Your love of MDMN didn’t alter its course one bit Mike. Your hatred of Cerro makes as much of a difference. True for all of us. I’d like to see shareholders of BOTH companies come out of this with a profit in order to make this miserable experience worth it to some degree.

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I fully agree. AURYN has stated they already started the process for an F-1 application. I haven’t reviewed it recently, but this F-1 application if submitted as a non-public submission of initial registration by a foreign issuer, if I remember right, has a non-refundable $5K fee attached. The most likely reason for no news on progress is that AURYN may not be allowed to “promote” itself during whatever submission phase and process they are undertaking for an IPO. The answer may be contained somewhere in the SEC rules:

Foreign issuers that are eligible under this policy for the non-public submissions must submit their draft registration statements in the same manner as “emerging growth companies” under the JOBS Act, as described in http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm. Foreign private issuers who seek to qualify as “emerging growth companies” under the JOBS Act should consult the Division’s information relating to Title I of the JOBS Act; see http://www.sec.gov/divisions/corpfin/cfjobsact.shtml. Please note that foreign private issuers that are seeking to be treated as emerging growth companies must, among other things, follow the procedures applicable to emerging growth companies with respect to both confidential submissions and the timing of the public filing of their registration statements.
https://www.sec.gov/divisions/corpfin/internatl/nonpublicsubmissions.htm

$100K represents just an additional 1% of what has already been invested to this point. AURYN has already spent more than $10 million to reach this stage of exploration and exploitation. I think AURYN management is willing to spend up to an additional 1% of this amount to hit a home run for all shareholders! IMHO

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Does anyone know with any certainty if Auryn is currently or has been working on the mountain?

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Well, now that all the trees have been thoroughly “watered”, let’s just let Auryn and our BOD do what they are going to do in everyone’s best interest. Please…

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I’ll drink to that (pun intended) :smile:

One thing to consider is that CDCH is not a shell company at this point and another thing to consider is yes reverse mergers happen all the time into shell companies that have nothing to do with the company going public and history of the prior public shell is put into the past. But this is a little different, since CDCH is an operating company, which already has ownership in the private company which would be going public via CDCH. This may change the process somewhat since a empty shell company ( which CDCH is not) still gets some ownership normally in the reverse merged new entity once the deal is complete. In other words CDCH would normally get something more than just the 5% it already owns in Auryn. Of course CDCH shareholders could agree to do the reverse merger for free, or in repayment for the interest free loan I guess. I believe the real problem with doing anything with CDCH is the ownership of CDCH which includes Chapin, Les, Les’ company, JJ, and I believe MDMN as well as a few others that have some ownership interests in CDCH. Not a clean slate in my opinion to start with! If this is the route Auryn decides on it is doable, but not as simple and clean as some may think. I could simply imagine JJ and or Les and others bringing suits against Auryn if they feel they are not being compensated enough, a possibility worth considering. If you can eliminate what I consider the conflicting ownership in CDCH it may work, but I believe that may be a big if, unless you are willing to open another can of worms. JMO

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That is a great point which I hadn’t thought of. Thanks Karl.

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.0047 on the ask…Very tempting…Any takers? One progress report and I am a buyer…

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looks like our buddy insidetruth over on ihub has a leg up on info

insidetruth Monday, 06/12/17 11:07:57 AM
Re: Geenow post# 77743
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the attorney for price, ori, has worked for him for 40 years. he is, and remains the attorney, on the 2008 case where godwin sued nmedinah and everyone, and there are several cross suits. as ori is, in fact, the named attorney for the godwin case mdmn thought ori would be in a conflict of interest if he acted against medinah in these cases. this went un opposed in the courts by the price group
the new attorney will be up to speed in a week or so

If this is true then we can say les will be fighting this case and No settlement coming. Hope I’m wrong.

Be nice to hear from Kevin regarding where we stand on these cases

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another post from insidetruth over on ihub

insidetruth Tuesday, 06/13/17 04:18:21 PM
Re: Veblen post# 77757
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you are missing something in this issue. The first two suits filed are price against medinah with specific amounts due pursuant to contracts claimed. A month later following the filings came the suit filed by medinah against price et al which has no specific claims attached Filed in court are demands that medinah provide documented proof of their allegations against price and to cease using their libelous postings. To date no proof has been forthcoming and they now have a deadline of june 23 to provide any proof they think they may have. If medinah had honored their contracts with price et al he would be flush with cash. however, he is still operating from his same offices and shows no sign of leaving town
I do not know his financial situation but it has nothing to do with the various Supreme court cases which are proceeding toward trial

It is really a shame that we get this through a chat forum and not by Medinah!

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Medinah can’t go around spouting unsubstantiated rumor and speculation like a chat member.
Especially a chat room member whom it is believed is Les or an ally of his. Gotta take those posts with a big grain of salt.

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