The Management Information Circular is now filed on SEDAR. As a side note, with shareholders gotten/getting killed ($.165 share price now, hitting 20's in Q4'07) and with a complete failure of the company's core operation in '07 (Sigma o/p - complete shutdown), it overwhelms me to see a 2007 bonus of $60,000 for Margaret M. Kent and $30,000 for Adrian C. McNutt - in addition to their respective salary, $196,134 (Kent), $150,000 (McNutt). I am truly unable to comprehend how anyone could possibly justify this.
Page 13: "The Board of Directors is currently composed of the following seven directors: Allen Ambrose, Ross Burns, Margaret Kent, William Sheridan, Donald Macdonald, Ricardo Campoy and Mark Lettes. All of the current directors, except for Donald Macdonald, will be presented for election at the Meeting."
With a $.165 share price, and if the BOD chooses not to "act", I wonder how many of them will be elected?
Anyway, Carib, it appears as if we might have some clarity on the May 19'08 financing amount. I found the up to date o/s share total in the Management Information Circular. On page 4, it states that the o/s common share were 168,739,266 (at May 29'08). That number is perfectly bang on to my personal o/s number, and I have kept a detailed audit trail all along. It most likely means that the $.35 flow-through shares that were closed off on the May 19'08 NR were not duplicates (they might have been from the "super" flow-through program, which permanently ended March 31'08, hence the attractiveness, potentially). Of course, the significant of all this is that it probably means that the total cash from the May 19'08 PP closing is likely $1,560,750.
As a result, (given that the May 19'08 PP is recent) it likely means that the company will have around $7,500,000 in cash to work with (with draw down of yesterday's loan amounts). As a little note, we will be able to keep the entire $6M, as the finder's fees are to be paid in shares (this is good, given that cash is more vital right now).
Here is my personal record of the audit trail for Century's o/s common shares:
158,668,123 balance prior to Dec. 24’07 (currently still posted on Century's website, I think)
+ 3,154,715 from Dec. 24'07 $.35 FT offer (closed in Q1)
+ 1,142,857 from Dec. 24'07 $.35 FT offer (closed Mar. 27'08)
+ 1,275,000 from $.23 unit
+ 3,070,000 from $.25 FT
+ 1,428,571 from Dec. 24'07 $.35 FT offer (closed May 19'08)
= 168,739,266 (at May 29'08)
17 comments:
Good morning, production05;
Excellent post (as usual).
The BOD is certainly failing in its responsibilities & duties to shareholders when it approves bonuses (as rewards!?!) for management failures. This was in a year when millions of dollars ($15M? or more?) were wasted on corporate misadventures. Where was the voice of independent directors?
I guess Don MacDonald is registering his displeasure by leaving the ship before it sinks.
It seems that our only hope may be Wega & Scion (to bring in new management).
I'd like to think that the vacant director's post is being made available for the new CEO, but that would means that independent directors would be a minority.
Wega continues to hold the fort. Not a single share has been sold by anyone else today. They have just surpassed the one million mark for shares sold since May 29.
At the moment my focus is on CMM getting long term financing via Fortis. Now that we have an agreement for a small bridge financing and IF we are truly on track to close on the Fortis debt financing in 3-4 months time, then I would say PK is earning her pay, including her bonus. I think that securing a non-dilutive and significant amount of financing for Lamaque mine development would be a major major accomplishement since it would allow the company to grow in a way that is accretive to current shareholders. The overall junior share market is dead and only the elite few juniors are able to still make progress on the business front while waiting for shareprices in this sector to turn around. I believe the junior sector will be a star performer in 2009/2010 and if management is able to progress the business in the interim then they are earning their pay IMO.
On the other hand if the performance of management is so eggregious, they should be sacked rather than penny pinching by cutting their pay and bonus. Short of Scion and Wega cooperating to replace management, I just don't see it happening. I am willing to to give managment a second chance (partly because I see no real alternative here) as long as they are on track to deliver on the long term debt financing AND turning Lamaque into an extremely profitable operation
I have noticed that the 40k or 50k trades have most been between RBC (wash trading?), Canaccord as been a solid buyer lately.
GLTA
Baystock, management's arrogance and non-communicative behavior is intolerable. In particular, PK has treated Century Mining shareholders with disdain and disgust. She is able to do this because the toothless board has been unable to hold her accountable for her numerous blunders. It borders on the criminal what they have permitted her to do without having to explain her actions or decisions. The corporate culture needs a huge attitude re-adjustment. We cannot move forward with PK because she has demonstrated that she is incapable of personal change and improvement. She does not care about shareholders. We are inconvenient road bumps (road kill?). CMM will make a change but I fear that it will not be enough. PK has her hooks into us too deep.
What happened to releasing financial results by the end of this week?
Another missed commitment. I received my voting form in the mail. Do we have enough votes and influence to change the BOD? Let me know what I should do.
Hi Bargain Hunter,
I would recommend that you don't do anything at this particular moment. I think we need to research the entire situation more. There may be some serious consequences in toppling the BOD, but I'm not exactly sure. I need to do some serious research. For example, will drastic managements changes make us lose the Fortis deal? Ricardo Campoy (our debt/finance special) is on the BOD, and likely the key contact for the Fortis deal. Another example, what are the implications on the IQ deal. Does major management change mean it immediately comes due? I have no clue, but I need to do serious research before feeling comfortable. We don't have $15M to pay IQ. I have this nightmare scenario in my head. If it does come immediate due (with major management changes) then Wega might be able to pay it for us, but guess what? IMO, they will demand 96,774,194 ($15M @ $.155) new Century shares in return. They will get it with no problem, as it would be a life or dead situation for Century at that point in time. Of course, it will then put Wega in a very favourble position to easily take over Century, and paying only peanuts. Under such a scenario, the losses Wega is taking today are immaterial, IMO.
I don't trust Wega, mainly because we have absolutely no way of knowing their true agenda.
As shareholders, I just think we need to be extremely careful right now. These are very fragile times for us, with major decisions to be made soon. I think all of us should do as much reseach as possible, before making our decisions. We got through the BSCS mess, the Algamarca/Sulliden/Rosario mess/risks are behind us now, we now have sufficient short-term funding in place to get Lamaque to profitable levels. I think there has been significant progress recently made to enable the grass to eventually turn green for us (later this year). We need to ensure we make the right decisions, not only to allow for continued progress, but to ensure we don't blow things up.
Production05
Thanks production05, let us know what you think. I also want to find out what Wega and Scion are thinking. RBC (still unconfirmed that it's Wega) recent actions are indicative of price manipulation. They intentionally sell at $0.16 and $0.165. Then Mr Retail, panics and dumps too.
The combination of Wega, Scion and the large percentage of disgruntled shareholders have the votes to force a board change. However, like you said, is that the best thing for CMM.
The best outcome will be.....
1. lamaque continues expansion and stays on track
2. San Juan over-achieves
3. some new blood join the BOD - more operation/exploration focus
4. Kent stays on the board but replaced as CEO.
5. Fortis financing closes
6. further expansion of reserves.
Wonder how many convertable shares and how much hedging the fortis debt will bring. Based on the bridge financing, not looking forward to it.
Bargainhunter, based on CMM's track record, one has to be surprised when CMM actually does something that they have previously announced in a news release. Just one of the many reasons why we need a replacement CEO.
As for voting out the BoD, that is impossible through the proxy voting system. You can't vote against anyone, but simply vote to withhold. A Director only needs one vote to be re-elected. That being said, I intend to withhold my vote for PK and anyone who I think might be her supporters like RB and Sheriden as a protest vote.
roxy14, if you believe what CMM said in a March 20 NR, we shouldn't actually need the Fortis financing:
*****************
The Company’s cash requirements for 2008 total $12 million. A sum of $9.3 million of this amount will be used for the ramp up of the Lamaque underground mining operation. On Friday March 14, the Company received Credit Committee approval for a $7.5 million leasing line for the Lamaque project. The Company intends to cover the balance of the shortfall, as well as capital requirements for San Juan and additional working capital with a $4 million private placement and the $2.0 million in proceeds from the recent sale of the SAG mill.
*********************
The planned $4 million PP only raised $1.5 million, but we now almost certainly have $6 million from the bridge financing which is more than enough to meet production forecasts at Lamaque for 2008. By the end of 2008 we should be generating serious cash flow at both Lamaque and San Juan.
This was the absolutely critical financing when you can't raise the money you need via the PP route. Now that we have those funds, the Fortis financing would be great, but not critical.
Therefore I'd advocate - no more dilution ( or at most a token sweetener - say a million or two warrants at say, 40 cents) and no hedging. Otherwise further expansion at Lamaque should be financed via cash flow. It will take longer to reach full production, but that's a trade off I'll be willing to make.
The $70 million might be spent on chasing more rainbows anyway.
On a side note, I hate having to moderate comments to keep this blog from becoming another soapbox for Dec3. To those of you that comment regularly and use a consistent Name (ie Baystock1, Bargainhunter and juha), I urge you to become members so that your comments are posted immediately without review.
Thanks for encouraging us to sign up, Carib. It was an easy task, you just fill in one page.
"IMO, they will demand 96,774,194 ($15M @ $.155) new Century shares in return." -Yes, and were is the bottom, if i have understanded all things correctly Wega must have 15-20 million shares and if people don't have the guts to buy at .155, i guess they can drive the SP down to almost nothing if CMM decides to do nothing about it. One first step is to release the financials and get the inside trading halt lifted, then i guess they might have a few $10 000 to spend or even 100´s if the SP becomes even cheaper. 100 000 for example will be 1 million shares support at .10c and a little encouragment for people to buy in.
But "if" Wega are planning this, and CMM for instance have to pay $15 000 000 right away, they could maybe sell SJ for atleast $10 and may they use some of the money from this bridge loan financing perhaps? I any case some investor somewhere should be interesting in sweeping up CMM shares soon enough i think, but if they don't do it at .155, when will they do it? And what can be so catastrophal with the 4 quarter -07 financials?
Something has to give soon between Wega and Century. I have absolutely no idea what is truly happening behind the scenes, but I have very strong suspicions. There will probably need to be an agreement (at least a temporary one) fairly soon between both sides - they can't go on like this forever. Once that occurs then the suppression of Century's share price will subside. With issuance of financial statements (hopefully soon), my 3 business critical concerns would have been fully addressed:
1) BSCS/CTO
2) Shahuindo/Algamarca/Sulliden/Rosario
3) Short-term cash, $7.5M (to support us until we reach the break-even point at Lamaque later this year)
My personal view is that Century is on much more solid ground now than it has been over the past year. The main issue I have right now is the complete lack of Lamaque updates. I have recently spent an entire post detailing the extremely poor performance by Century in this area, as such, I will refrain from commenting any further in this post (on that subject matter).
Anyway, assuming that Lamaque is progressing alright (and once Wega and Century come to an agreement), we should no longer see $.155 (one would think anyway).
Hi Production,
We're walking in a dangerous minefield here. We want PK out ASAP, however, she is negotiating our future with Fortis and the bridge lender. What potential danger does giving the boot to PK while she is in negotiations with lenders pose to CMM shareholders?
How much have the conflicting duties and responsibilities of Chairman, President, and CEO combined in one person, contributed to the current share price malaise? Would separating them help Century.
Would replacing her as CEO while leaving her as Chairman make any difference in the negative market sentiment that surrounds Century?
Would a new CEO be able to work with a BOD that is lead by PK?
Would the current IQ debt become due and payable if there are any significant management changes?
Century may indeed be stabilizing but is it in spite of, or because of PK?
If WEGA is behind the current share price suppression what are their short and long-term plans?
Is WEGA going to help or hurt current CMM shareholders?
PK has managed to get us out of from the Rosario deal in a non painful way, also she has decided to skip going after Sulliden. She has also helped us to arrange a financing down the line and getting us $6 million in cash for 10 M shares dilution(6% of the company)and we will get 840 000 further from the warrants if excercised. As of now i want PK to stay, i think Wega is the main treat at this moment and PK should get rid of them as soon as possible. I agree with Production05about, that the only thing CMM managment should talk with Wega about is that they shall leave us alone, and they should not be tempted of any bribes from Wega. It's much better to take some extra options in that case, and if Wega don't agree with us CMM must have a plan B option, and plan C and so on.. For example, deal with Wega, if it don't work find a investor to sweep up shares and if that doesnt work, plan in advance to sell SJ quickly if they need money. If PK shall go it must be some other investor beside Wega that want to see CMM succeed, but that not have any plans to take over the whole company.
This is my feelings and i also wonder if any one like Doug Casey or such may be tempted to write a story about us soon?
Is this a one-man band or can others post, Juha?
Incredulous,
I'm sorry, just wanted to say what i thought about
Incredulous,
please post any candid or insightful thoughts and opinions that you have. Feel free to agree or disagree with other posters. However, read the disclaimer at the top of the blog. There are probably over 100-150 blog members and visitors but only a few post.
I often wonder why the vast majority lurk?
SH allows bashers to attack and criticize individual posters, and slander public company officials, but you won't find that on the CMM blog. What you will find is a wealth of information and links contained in one place to supplement the many good comments that are posted.
I for one am grateful that Carib started this blog. I look forward to reading what you think about PK and CMM's future prospects?
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