With 70 million shares, we are probably moving into a territory where we have a realistic chance of blocking the Business Combination, by blocking the ``Majority of Minority`` vote. I would say another 30 million more shares would make it much more of a firmer opportunity. Another 77.5 million shares (over our current 70 million) will likely guarantee a block (prior to any exercise of the ``Other``-ed warrants).
Typically, not 100% of shares get voted. Also, only voted shares will be counted.
408M CMM shares out - 113M common Finskiy-Scola shares (SEDI) = 295M shares
295M shares that can be voted in a ``Majority of Minority`` vote (before adjustments for any other possible related party shares and any exercise of warrants)
Finskiy needs the ``Majority of Minority`` vote to be 50% (plus 1 vote) for the Business Combination to be closed off.
If all 295M shares get voted (extremely unlikely) then we will need to gather 147.5M shares (plus 1) to guarantee a block.
Let`s say 240M shares get voted: We need to gather 120M shares (plus 1) to guarantee a block.
Let`s say 200M shares get voted: We need to gather 100M shares (plus 1) to guarantee a block.
Let`s say 160M shares get voted: We need to gather 80M shares (plus 1) to guarantee a block.
If 140M shares get voted: We are pretty much there with the block.
Again, we seem to have around 70M thus far (and counting).
Mr. Finskiy, Mr. Scola, Mr. Major, etc., as you can see, it is likely in the best interest of everyone if a much better offer be presented. I believe 83% of the people voted in the poll do not want anything to do with WTG. I believe that has a lot to do with how they feel they have been treated, especially with recent actions - there is plenty of anger right now. I believe you folks are in a position to improve the situation for the betterment of everyone (both sides). I think everyone, on every side, is interested in wrapping things up and moving forward in capitalizing on this once in a lifetime gold environment.
50 comments:
Thanks for your excellent summary of our options, Production. In order to get the word out to other CMM shareholders, could we get hold of a shareholders' list (maybe from Compushare?) for a fee? Someone mentioned that it's possible. Then we could get the word out more broadly to make sure that we scuttle the current offer.
I am willing to contribute money for the purchase of a shareholders' list.
I believe someone needs to write a press release. Maybe Fair-for-All and the shares he represents?
Similar to:
http://www.marketwire.com/press-release/To-All-Minority-Shareholders-of-High-River-Gold-Mines-Ltd-1011371.htm
And I almost jumped in with a comment at tail end of last cc ..
"Go to stockigloo.com for more info"
Tomorrow I am going to call in "Talk Radio" Also post on RNO bd. IV .. mining Bd. Already at least 8 posts on IV. Anybody start a new bd: CMM.V? How about Yahoo?
SI? Check to see how much an ad on KITCOmetals would cost.
Peter .. semi-private bd. on IV anyone?
Prod05
The NR clearly stated that one of the conditions for closing off the biusiness combination is subject to, amony other conditions, ..including .."century shareholders holding NO MORE THAN 5% of the outstanding century shares HAVING EXERCISED DISSENT RIGHTS"
It looks to me it is entirely possible to get 20.4 million shares (21 million if needs be) out of this block of 68.6 million NYEY shares to exercise their dissent rights!!(20.4 million=0.05x408 million). How about pursueing this action as the top option going forward?
If it is doable, I strongly urge we go tro the details of this option (more than 5% exercising dissent rights) n get it executed. If we can do that, It will surely be a definitive reason why Fin needs to negotiate IMHO.
Wingfong, please understand that this 5% condition is contractual and not by law. This means that it could be waived if the parties so wish.
I think they included this condition because if enough people exercise their dissent rights, it would cost WTG too much case to pay those shareholders out. This also likely means that Finskiy is not loaded with cash (rich but not cash rich).
Is this individual in a position to give information from Lamaque as they state?
LAMAQUE INSIDER
"Wingfong, please understand that this 5% condition is contractual and not by law. This means that it could be waived if the parties so wish."
Excellent point. I had not considered that.
"I think they included this condition because if enough people exercise their dissent rights, it would cost WTG too much case to pay those shareholders out."
They would have to pay Century shareholders fair value for their Century common shares following closing of the Business Combination. The question is, how would 'fair value' be determined. I'm sure there are many opinions on that, and I can imagine that some of them would not benefit the dissenting shareholders.
For instance, if CMM has to take on 30 million in debt to pay off the dissenters then would that debt be apportioned equally over all shares (including those the dissenters want to cash out)?
I'm just catching up on today's posts and email requests and to save some time until I can get to them all I have a couple of comments to make.
You don't have to be a Blog Member to comment and fill in the Dissent Form. Anyone visiting the blog can do so. To Comment - click on Comments at the bottom of the post and to register your Dissent Vote click on the "Dissenting Shareholder Entry Form" Tab.
To those that emailed and asked not to have their real names displayed, I have asked Relic to remove them from the form. I think maybe we should not display this info so that people will be more comfortable providing that information to the blog administrators only (Relic and I).
I'm sorry if I can't respond promptly to email requests as I usually only have the opportunity to get to them after 7PM Mountain time.
A central theme to many of today's posts centers on whether CMM will be in financial trouble if the merger doesn't go through. I respect those concerns from legitimate posters like Yikes1, but I believe other company shills are using this stated concern to promote the company agenda - especially mrstormpay. I'll have more to say on this later (maybe the weekend), but I think this is utter nonsense.
Anonymous.. Tks for enlightening me that the 5% dissent right vote is contractual n not legally bound(I assume u are right, I have no way to chk)
Dave Peters...If CMM has to take a 30 million in debt to pay off the dissenters... Is it not that the bill is on WTG n not CMM?
Since WTG may not have the cash or not willing to pay out cash above a certain quantum, then all the more so that more shares exercising dissent rights will weight heavily on WTG to withdraw/negotiate n our course of the NYET aspiration served ?(assume the pay out bill is on WTG n not CMM)
Guys I need assistance here, this guy claims to work for the Lamaque mine but does not speak english, so he is using goolge to translate. I am trying to get him to post on this BLOG.
What do you guys think? Do we have an insider?
Here is the link:
http://www.stockhouse.com/Bullboards/MessageDetail.aspx?p=0&m=29443874&l=0&r=0&s=CMM&t=LIST
I got $100 to share in that list! I was interested in getting a shareholder list for Noront in Sept last year and this is as far as I got from Compushare who acts as their transfer agent.
Info on section 146 of the OBCA is here and does not seem to impede anything. In fact, as I understand it the company is required to send it within 10 days:
http://www.canadalegal.com/gosite.asp?s=1773
Dear Sir / Madam,
Thank you for your inquiry.
In order to receive a list of Registered Shareholders we require that you send us the following:
- A cheque payable to Computershare Investor Services for $250.00 CDN
- A written request for a list of the registered holders of Noront Resources Ltd
- Receipt of documents/Adherence to section 146 of the OBCA.
Please send the required documents to the following address:
Computershare Investor Services Inc.
9th Floor, 100 University Avenue
Toronto ON M5J 2Y1
I'm not invested in here enough to take this on, but I'm down to fight it out!!
Doc, just read your post, you beat me to the insider. Good stuff, though I don't know if he is for real.
Carib, I respect your insights... but why do you think that it's nonsense to suggest that without the merger Century will be in financial trouble? CMM has not been able to attract institutional capital thus far. Do you think they're just positive cash flow now and they can go it alone? (I don't.) Otherwise, you think that they can now attract institutional capital, so why now? I don't see it. We need clarification here.
nt300,
My intial recommendation would be to take the communications offline with him, either via Stockhouse private message (as he seems to have a Stockhouse account) or via email (after you exchange email via Stockhouse private message - not public form). I recommend this for the following 2 reasons:
1) I don`t want them to fire him if they find out - assuming he is legit (and not someone planted).
2) If he is not legit (and is planted) we don`t need false into in public forms. You can filter the info based on your better judgement and decide whether to share with others, either in private communication or public. It will always be difficult to know what is true and what is fiction under these circumstances.
The shareprice of CMM has been manipulated by Fin for a while now with his IR campaign with Peter as the mouthpiece and they have pushed it up. Now that they drove it down with the negative NR for the merger, you can bet that the second this deal goes through, Fin will drive the WTG paper down(it has no volume... it is worth nothing!) to scare the CMM/WTG shareholders out so he can snap up loads of the great producing Lamaque mine interest. We need to stop this now, because it will only get worse later except for the fact that he will drive it up eventually for his own inerests, but who knows when that will be and he'll shake the WTG hard before that. Take it from someone who has worked in Investor relations and Corporate Communications!
That's not the issue. Lamaque was not fully operational for several years. That did not attract deep pocket investors.
Today on the other hand, it's operating and nearing full ramp up. This alone should attract new investment opportunities.
As for CMM's current stock price ($0.52), it's quite evident manipulation is at play.
The pump is over, that's the reason Peter is gone and whether that was his choice because he has seen the writing on the wall or they let his contract go is irrelevant because he's gone now and we are where we are. I've been involved withthis kind of thing before with my previous IR career and these are the facts.
Will do production05, thanks for the info. I will contact him via e-mail. Also doc may also contact him via e-mail too. He beat me to the post...
I don't understand why you aren't posting my industry thoughts, I'm trying to provide insight. Feel free to email me and explain why at jason_neron@hotmail.com
I'm a shareholder as well.
Please don't post this comment with my email... it's just for you and I'm on your side.
Wingfong: "Dave Peters...If CMM has to take a 30 million in debt to pay off the dissenters... Is it not that the bill is on WTG n not CMM?"
My bad, I said CMM, but the NR makes it sound as though it is the Business Combination post merger that would be paying ... so my GUESS is that the cost would be split in some manner.
I would hope this is discussed in the promised information circular.
I see that with these price drops instead of allowing shares to fall into Insider's hands we go and grab more and make our vote even more significant, by any means necessary, if we dont buy them they will.
Just curious to know why some of the old time bloggers like glorieux, hoov, stormy and others are yet to post there shares. Anyone? Did i miss something? Have they sold out? I know stormy mentioned he is still in with family. By why are you not posting holdings?
Glenfidish
Dave Peter
Your point noted, tks n cheers!
Stormpay still claims that he has shares just won't list holdings because his vote is probably yes for a merger as he stated previously.
Wopster
Just found the time to listen tro the CC recording. Though I may be a bit late, I still wish to say these:-
I found the whole CC session devoid of substance and I am most disappointed.
This CC was supposed to explain the merits of the deal but I was totally amazed DM was on the defensive most of the times, avoiding giving relevent answers to some questions some of the time n directing callers to go read the NR??!!
If it were such a good deal I would expect to find him most relaxed, oozing eloquence n dancing with his words. Instead, his tone of voice came across to me reflecting a person who is highly stressed?
If it is true that the deal is brillant n WTG is the silver knight on a white horse ready to do CMM n CMM retail investors good, why was he not full of enthusiasm?
His cutting off the session in 30 min was most telling. If the business combination proposal is truly a good one. I would expect any CEO will allow the session to be extended somewhat to the satisfaction of callers (afterall it is suppose to be a happy event). Instead he beat a fast retreat n I know why
Investorvillage has a msg board for CMM.V --
http://www.investorvillage.com/smbd.asp?mb=11890&UseArchive=1
(copy to browser)
I'll mention this blog on IV's Precious Metals board. Possibly redundant, but no harm in it. Might attract some attention.
Glenfidish..As I understand it, the page is for shareholders who express the wish to vote No to the deal. The persons U mentioned might wish to hold a different opinion so I thk we have to respect their decisions. Perhaps they may sign on later?
nt300::Ok , Finsky has us between a rock and a hard place, we have a shortage of capital funding, if the deal does not go through we get taken out in bankruptcy for what is owing to Finsky ! This is how these blood suckers set you up in their death grip and look like they are doing you a favour by given you .10 on the $ !
Here is another idea, call John de Jong at Integra Gold and ask if SD Gold would be interested in Century Mine ? They did state "talks were productive with a renewed commitment by SDGIM to develop Integra Gold Corp as a flagship company for their investment purposes in Canada. SDGIM also confirmed their unequivocal support for management, the board of directors and the Company's focus on accelerating exploration, production, corporate development and expansion in Canada. "
John de Jong
CEO & President
Suite 202, 200 Granville Square, Vancouver, BC, V6C 1S2
Phone: 604-629-0891 Fax: 604-229-0481
www.integragold.com
I strongly feel if Mr. F. would guarantee a minimal share price i.e. $4.00 per share at the time of the deal closing,this merger would go through.
Now that it has been openly mentioned, I sensed during the conference call that Daniel Major was stressed and not on a relaxed game by his continual use of "um". It was so obvious that he was groping and did not feel in control. The "um' factor confirms the observations of others.
I noticed during this call the continual number of retail investor questions and not the usual Institutional and Analyst questions. When this trend became apparent to Daniel Major, he cut the conference call off.
I sincerely feel that over the next few days we will receive offers from other companies. Where else can you buy 6 million onces on gold and two operating mines at the reasonable value. Heck, if a company were to offer $1.50 per share they would be getting a mine at an extreme bargain at $700,000,000 give or take a few dollars.
Daniel major knew that shareholders were pissed off and the cc was not going his way. Except for that one former insider, all of the questions were from confused, angry investors. No wonder he scooted the heck out of there!
The lower the SP goes the deader this merge becomes. If we hit the 40's (pre-ramp up levels), the CMM BoD can start Engraving the tombstone:
Here Lies the Corpse of one of the Stupidest Mergers in Venture history. R.I.P.
"I noticed during this call the continual number of retail investor questions and not the usual Institutional and Analyst questions. When this trend became apparent to Daniel Major, he cut the conference call off."
Sure, maybe.
Look, I don't want you to think I'm defending Major and Ball, but they did say the Q&A would last 30 minutes and it actually went on for 36 minutes. So I'm not sold about what some people are saying about them "cutting" the call off because they were panicked or felt threatened or whatever.
Also, frankly, yes it concerns me that there were no (or maybe one?) institutional / analyst questions. In fact, it sort of frightens me. What does that say about market interest in CMM?
victor goncalves
vg@enereport.com
Involved in PBG(parent co.) spinning out 60% of their holdings of PMG. Special mtg. majority approved of arrangement(mostly to provide liquidity) Market determined sh price ..no problem. But PBG had a clause restricting how much cash they would have to payout to those who wanted cash instead of PMG shares.
That limit was 0.5% .. approx. 20,000,000$. Limit was not exceeded so spinout went through.
They would have abrogated the whole arrangement if too many wanted cash instead of shares.
It was the nervousness evident last CC, the total bs of crusher NR, that makes think this management would be horrific for us.
Senility, knowledge of criminal intent, total incompetence! Not like any management I have been involved with.
Recent price drop is due to sh/holders running for the door .. IMHO. Integra may be a white knight but with what? shares? MC 18mm$
I contacted Trish Saywell, BA, MA, MSc (Jour)
Senior Staff Writer
Tel: 416-442-5600 ext. 3630
Email: tsaywell@northernminer.com
The Northern Miner Newspaper. I also directed her to this site. Hopefully I convinced her to write a piece on this situation and the reasoning behind why CMM shareholders are pissed off.
Good luck to all,
I also contact Robert Seagraves of Canadian Mining Journal. We need more people calling these people.
Robert Seagraves
Publisher
Tel. 416-510-6891
rseagraves@canadianminingjournal.com
Co-incidence:
85,000,000 x .27 = 23,000,000$
recent WTG financing. Apparently someone here was wondering about the details of. Just replenishing penny cash?
Gold1, what do you mean? You think WTG wants CMM shares to go down, like it's part of the plan?
It sucks that people are selling off CMM shares for cheap, where in fact they should be buying as many shares as possible jacking the price as high as possible. If Century Mining share holders don't want this merger to go through, it's only logical for the share price to go high, high enough to force WTG for a better offer just in case they do merger. Sort of like insurance for us share holders.
CMM is on the cusp of very good cash flow, earnings and production. This is not the time to be selling your shares cheap. Don't be fooled by all of the warnings of dire consequences if we say no. The true value in this deal lies in Lamaque. If it is to be sold it needs to be sold at a FAIR price and we are not even close to that right now.
Stay the course and you will be well rewarded.......
Voting NO Means;
1. We believe that the WTG valuation is over inflated and is making this deal far more favourable to WTG shareholders.
2. We are not afraid of the scare tactics in this offer, such as the 13.5 mil break fee, and feel they would not stand up in law.
3. We don't believe CMM's short term cash problems are worth selling the company cheap when Lamaque is on track to produce 70,000 ounces this year and San Juan should produce around 20,000 ounces this year.
4. We don't believe CMM management is making decisions that are in the best interests of the minority shareholders.
5. We are not satisfied with the answers that were given to the questions asked on the last conference call and we are not happy the call was ended before all questions could be asked.
6. If the offer was truly worth .4 of $3.75, the current WTG shareprice, CMM would be trading at $1.50.
7. We would be happy to accept a $1.50 a share cash offer over the current paper offer we feel has little value.
8. We feel insulted by the sequence of events over the last serveral months.
9. That minority shareholders are pizzed off to the point that 67 million shares, and growing, have been pledged to vote against the current offer.
10. We don't like the offer but would consider a realistic offer.
We are nearing 71M. Not bad at all, though we can do much better. Like KnowNothing said, we need a unified and strong voice to represent us all. This way we can get the much needed traction and proper positive exposure.
Who will be this guy/gal?
Anyway we probably already have somebody.
Sigma Lamarque
I have complete resonance with your points 1),3),4),5),8) n 9) particularly points 3) n 4). Don't think I am able to say any better
Nick
Well not much fear today in CMM trading today. That to me was the main factor in recent sell-off. You are correct about sh price going up if we hold fast. I held ~ 500k way too much and had to protect my entire portfolio by selling ~ 20% ..Japan SA Bahrain.. toppy markets.
The only positive I can find (apart from what this group is doing/planning) is the chance of competive bidding from others.
If we are lucky to over-turn this business arrangement (theft) there could remain another battle .. management. Ouch.
WTG on the negative today trading at $3.35 @ 875 shares. And it seems CMM is on the positive. This can turn out to be very good news for CMM shares. Perhaps the market has realized what mindless crooks WTG is and this merger will do more hard to CMM than good.
Let’s hope CMM starts climbing up, this will only end in a forced better offer from WTG.
I believe this merge would turn positive overnight if CMM/WTG management were to put in a share guarantee clause to the effect:
"Upon merging the two companies, stockholders of Century Mining will receive 0.4 shares WTG, AT A PRICE NO LOWER THAN THE EQUIVALENT OF $4.50 per WHITE TIGER SHARE.
Should the market price of White Tiger be lower than $4.50 per share, the stockholders of CMM will RECEIVE THE DIFFERENCE IN CASH".
There.
Done Deal.
(I doubt CMM BoD will want to stick their necks out like that. However, if they want to calm the skeptics and convert shareholders to believe in the "worth" of White Tiger like they do, they're going to have to stipulate some kind of guarantee. Its the fear of WTG crashing to $1 that's frightening everyone and keeping the yes votes at bay.)
" It’s the fear of WTG crashing to $1 that's frightening everyone and keeping the yes votes at bay"
You hit the nail right on the head. That is the most fear of WTG crashing and burning up. Even today, there's no solid information on WTG, not even a bloody website, and they expect us to just give up our shares?
Not happening unless they give us what CMM is truly worth. They are also responsible for driving CMM share price down. Before the Merger NR and before that crusher break NR attack on CMM’s stock price, CMM could have been easily trading at $0.85. After the Merger NR, it most likely would have hit well above $1.00, with today trading close to $1.20 to $1.50 just with the hype of a merger.
Anyway just venting. Good Post,
"before that crusher break NR attack on CMM’s stock price, CMM could have been easily trading at $0.85."
AGREED.
"After the Merger NR, it most likely would have hit well above $1.00, with today trading close to $1.20 to $1.50 just with the hype of a merger."
DISAGREE. We'd be down 35% just like now b/c WTG is still only worth a buck tops!.... now merger hype with a l-e-g-t-i-m-a-t-e company like say...Agnico Eagle, Oskisko, Kinross, Newmont.... oi vey!
Your right, didn't think about the "REAL" price of WTG. Good catch, thanks.
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