This Blog software is not the best for these kinds of discussions, especially when there are 50 comments on a Post, and you have to scroll all the way down to read the latest comments. Therefore I'd encourage all Blog members to "Post" more often, rather that "Comment" on posts. Also it is very difficult to post clickable clicks in a comment unless you know a bit of html and as Relic pointed out that might then be flagged as Spam.
Our No Vote seems to have stalled at around 78 million, but there are no institutional holders in there. I'd imagine those are the ones getting calls from WTG appealing for their vote. The only ones that I can imagine voting for this merger are those directly associated with Finskiy and anyone that holds WTG shares. If I owned WTG shares, I’d be buying CMM now as a hedge, because if the merger fails, WTG is going down and CMM is going up. I see at least one poster on Stockhouse pumping the merger because he also posts on the WTG board.
If we play our cards right, there is no way for the merger to pass. If we have less than 100 million recorded No votes, then our Plan B has to be that we all register as Dissent Shareholders en masse. The limit is 5% of Century shares = 20.4 million or 23.5 million of a fully diluted basis - otherwise that is a condition for the merger to be approved. The 5% limit is there because WTG doesn’t have enough cash to pay out more than that. 78 million Dissent shareholders kills the deal. It doesn’t matter how much money Finskiy and his Russian associates have, it is WTG that is making the bid, and WTG only has about $16 million and a $24 million line of credit. And if they could pay out 40 million shares, that would leave nothing to finance CMM operations – the whole selling point for the merger.
As this becomes more and more apparent to Finskiy and associates, they have two choices – withdraw the offer or sweeten it. There won’t be a cash component because WTG doesn’t have enough cash so it can only be more paper. 1:1 might have a chance, but anything less probably won’t have a chance.
As much as I despise the tactics used to steal our company, I admit I’d have to consider a 1:1 offer. If we don’t have enough No votes to defeat the current offer, then we are going to have to live with Finiskiy and associates. Major will stay as CEO and I believe he can do a good job for us once the merger is quashed. Remember he has 3 million options which can easily be worth $3 million within a year. There has to be a reconciliation between the Finskiy group and minority shareholders if the merger fails.
The ideal situation would be to show that we have an absolute majority of No votes including Finskiy shares. Then we’d have the power to make changes in the BOD where Finskiy would no longer have control.
31 comments:
Caribe don,t be such a fool, we want no part of Major as he was a puppet put in place for the game.
I think quite a few are waiting until the circular comes out (myself included) before deciding.
If you notice on Stockhouse .. a post will have over 200 reads in a short period of time. There are many out there paying attention .. who dont post much and/or who have not acted.
I spoke to Rich Meschke and he mentioned that Q4 numbers will be coming out soon ( no clarification on what soon means but I would suspect in the first couple weeks of April)
Im very curious to see where all that money went. Its a tremendous amount to spend in a Quarter.
This company should be worth .49cents on SanJuan alone, 20 ml oz.ramping up with unknown reserves? gold at 1400.$ What really gives from this management team constructing a measly crusher breakdown at Lamanque, boy are we stupid and just hope there found out.
Look, I really hate the deal and I think Max is royally screwing us over. But don't you get the feeling that if we vote against the merger Max will just dilute us even more and drive us down to the 20 cent range?
I think we might be best off voting for the deal and seeing the stock go back to the 80 cent range and higher in a year from now. No question, it's not a 5-bagger, but how can we hope for more with this management team.
One other interesting lesson here: As bad as many of us felt Peggy Kent was, I guess we were better off with the devil we knew.
Another new poster referring to Finskiy as "Max". You really have to do a better job than that PS and HFG, to make it look like there are more than one of you.
The only way Max drives us down to the 20-cent range is if he sells out. I say Good Riddance! We'll bounce back after he is out.
Goldenboy,
If you vote yes, the stock will go back to .80 - $1, but you will have 2.5x less shares. Everyones positions will be compromised guaranteed in the short term.
What Carib says makes sense, about filing as dissident shareholders, I'm just unsure what happens if our fair value for our shares are considered intrinsically low and Maxim injects some cash and SOMEHOW buys the dissident shareholders out.
Say for example 10% dissent, which 10% of 470,000,000 diluted shares = 47,000,000 dissenting. If the case is made that our shares are worth $0.75 currently, thats a $35,000,000 offer to solve the merger problem for Maxim, its possible.
What is most likely to happen is..
A) They have cash or potential cash, and are waiting for whichever shareholders to dissent to cover it
B) They don't have cash and will make an offer that is better, maybe 1.5:1
C) They don't have cash and will get defeated by a HOPEFUL 80,000,000 dissident shares
What I believe is, WTG doesn't have a company without CMM. They'll make this happen, so don't rely on other people to dissent. Shares will have to dissent in masses in order for this thing to be close.
If this becomes a possibility of getting everyone who has dissented so far, should we get a formal dissident circular going? Although I think thats costly as hell and I'm not sure whether it will add more benefit relative to the cost.
I would love to see the institional holders come out in droves to support the minority shareholders, and I don't see why they wouldn't? What could WTG offer these institutions that would make up for the massive losses they would incur by voting yes to this deal? I just don't see it happening...... I'm betting my whole stake that this deal gets sweetened because the Gulag Gang cannot afford to pizz people off to the point the board of directors are in danger of getting voted out. Frankly, I think we have a bunch of YES MEN following a greedy leader who underestimated the tenacity of CMM shareholders. Let's face it, this is not Siberia and this type of oppression will not be tolerated.
Stay long and strong..... We will prevail. :)
Gilmourr, one of the conditions of closing the Business Combination is that:
Century shareholders holding no more than 5% of the outstanding Century shares having exercised dissent rights;
Simply stated, if more than 5% register for dissent rights, the deal is off. There are no worries about what you'll get paid for your shares - the deal is off and your shares are returned to you.
WTG can't say after the fact, we changed our mind and we have enough cash to pay off the dissenters if more than 5% dissent.
They don't have cash without disclosing they have cash.
If they attempt to raise cash, via a financing, then that changes the dynamics of the company and it is a material change. Can you imagine how much cash they could raise doing a PP at $3.25 anyway?
WTG can't make this happen without our consent.
Will they sweeten the deal? You'd have to think so, but remember any change in the offer means that Finskiy doesn't own 50% of the new WTG and that is his goal.
We have lots of time before registering as dissenting shareholders. That has to be done a minimum of 2 days prior to the Special Meeting on May 12. I expect we'll hear more from the Finskiy gang before then. But don't be surprised if it is more fabricated doom and gloom news.
Carib,
Thanks for the summarization.
So on May 12th if there are 5% registered, will that be the day where the deal is officially dead? I'm guessing there will be about a 1 week lag for the news release to come out then?
We all really appreciate your dedication and hard work Carib, Thank You...
Just as Gold bandit said, Stay long and strong..... We will prevail.
There's no way this merger will succeed unless they offer us something such as 1:1. We all know WTG is worth pennies if that.
In the end, I truly believe we will get a much better offer such as 1:1 because WTG really has no choice. In their eyes, if they don't get this merger approved, "THEY" know as much as we know WTG's share price is going to drop way down in the low pennies where as CMM should bounce back.
I'm responding to Carib commenting on the NO vote stalling at the 78,000,000 shares mark.
If I was Finskiy, Major and Cowley I'd be concerning myself with the fact that in the Stockigloo survey, 421 votes have been cast to reject WTG paper (375) or accepting a 1:1 ratio (46). Only 236 have committed their shares to a NO vote in the listing. In otherwords, there are still 185 voters out there still to commit their shares.... or 44 % still not heard from.
Carib also points out that we still need to see what the institutional holders will do. And then there's the P.Kent factor still unknown.
You can be sure that this situation has not gone unnoticed by the other big players in gold ex. Agnico Eagle., Integra and many others. All this wheeling and dealing is about the asset... potentially 8 million ounces in the ground and San Juan + other CMM holdings.
The combinations that I know nothing about are mind boggling.
With regard to pending retail shareholders n action of institutionals, believe things will clear up fast after the release of the information circular. Expect sig changes to our tally soon after that. However, there is one thing to note i.e the semantic of Dissent n a simple plain No Vote. Concern there are investors big n small who would like to vote No but find themselves unable to register in our list as it says clearly it is a list of Dissent so how about having 2 columns. 1 for Dissent n 1 for just No Vote?
Gilmourr
To my mind it is not logical the value pay out to dissenting shareholders will somehow be $0.75 as U had suggested. These are my reasons:-
1) At the time the offer was made, WTG was trading at $4.50 and at 2.5cmm:1WTG shares exchange, this implies WTG VALUED CMM AT $1.80. Will a court accept WTG's submission if it says now it is changing its mind and wishes to value CMM at $0.75?
2) It is a general and accepted practice in the gold mining industry to value a gold entity by the value assigned to the ounces of gold in the ground. As I had read, the range is between $100-$150 per ounce for a gold producer. Hence at $100x6 million oz/407=$1.47. At $150x6 million oz/407=$2.20
3) Using Dennis Boyko's methodology based on current disclosed ounces in the ground, his figure is $3.51. (I am not accepting this figure in total but i believe there is merits in his approach n method)
By the way, it is my contention that they are withholding the NI43-101 update precisely for this reason as it is going to jack CMM's NI43-101 ounces in the ground to +/-8million!
Note:- a) DM might have made a Freudian slip in mentioning that they found more gold then they had expected and that ...gold is stacking up like pancakes...
b)Do note the most reason released drill results by Integra, our neighbour next door. To me, this is highly relevent and certainly has very strong silient implications to our withheld drill results and the NI43-101 updating---This failure to issue an updated NI43-101 was also being queried by a Miss Lorna Green in the CC.
So with $14million cash n $20million credit, I do not see their ability to pay 20.4million dissenting shares (5%) leave alone anything more than 5%, say 15%(30.6million shares), 20%(40.8million shares)
My contention is the payout valuation will be found among the figures of $1.47, $1.80. $2.20 $3.51 for indication or somewhere in between.
Maybe if Finsky can't get the merger - there will be a hostile takeover from Polyus that all majors would definatel be in favour of - :)
Wopster
Carib,
You mentioned:
"Simply stated, if more than 5% register for dissent rights, the deal is off. There are no worries about what you'll get paid for your shares - the deal is off and your shares are returned to you."
This is incorrect. This is a contracted provision... this is not by law. The parties could waive this provision if they so wish.
That being said, I don't expect them to waive it.
My 15%(30.6 million shares) n 20%(40.8 million shares) should be 7.5%(30.6 million shares) n 10%(40.8 million shares)
Can warrants be voted or do they have to be Exercised first?
If they cannot be voted, then this would eliminate the 25,500,000 warrants that Finskiy sold/transferred and the 7,500,000 warrants that Scola sold/transferred to someone else from being voted, thereby dropping the fully diluted total share count from 470,000,000 to 437,000,000.
If they wanted to vote them, they would have to first exercise them and thus put money into CMM"s coffers. Is this possible?
Guys, Thanks for sharing some good opinions in these posts. However, let us drop name calling, it is an equal stress time for us all.
We have a thought considering a 1:1 WTG offer.
This is not a much above the current price. Correct?
I realize that with CMM assets the WTG shares will be in fact be CMM for all intents, and would eventually become more correctly valued.
However, I cannot justify the HIGH RISK of entering into this exchange given what I believe is true of the character of the dealmakers.
Am I missing a weakness in our position that would warrant jumping into bed at 1:1?
Daniel Major? why doen't he emmigrate to Russia if he admires their play so much.
A paid performer, but unable to cut the work of making it in Hollywood.
"The only ones that I can imagine voting for this merger are those directly associated with Finskiy and anyone that holds WTG shares."
Me too.
We have had a good response up to 78 million and it is tremendous to have this blog here to form this consensus, even if we hoped for more.
I have faith that there are large holders out there that are watching all this information and exchange but choose to not list their numbers.
So I feel these shares listed here along with hundreds of hours worth of input effort by many has value to way beyond 78 million listed.
I believe these shareholders not counted here will not be swayed by side deals put out to them and there will be a large carry of a NO vote.
As a side note, maybe I was a bit harsh about D. Majors. With the right amount of grease in his palm and a majority to please he may do a good job for us.
We already know his capability as a traitor.
"I have faith that there are large holders out there that are watching all this information and exchange but choose to not list their numbers."
Agreed, just hope they realize how much they will lose with this current merger offer. WTG has no stability, it's so painfully evident it's price is being manipulated. As little of 100 shares can really manipulate WTG share price.
HI Ron S
As per your suggestion, I logged into http://johnhelmer.net and searched under max finsky. Got to read 3 articles dated Aprial/15/09, Oct/8/08, Jan/26/02.
Going tro these JH articles which are of previous's years, one can fairly say they provide only a glimpse of max finsky, the central figure of our current WTG/CMM deal. As things unfold, we see a bigger cast involving the likes of mikhail porkhorov, dimitry razamov, vladimir potonin, western alliance, onexim(pronounce as o-ne-xim or one-xim? anyone?), polyus gold etc with max finsky mentioned as the asset buyer for porkhorov.
I must admit I do not get much out of these articles pertaining to any relevent aspect of our WTG/CMM deal. However, I cannot help but being grilled by the following sentences/paragraphs by the writer and frankly, being a novice, I do not understand fully their relevence and implications(if there is any) to our current WTG/CMM deal but I must say they weigh on me. The abstracted sentences/paragraphs are as follows:-
1)....Russian shareholders have taken a major russian goldminer to the uk regulator alledging asset stripping and share value dilution...
2)....At the heart of the complaint filing is the sale of shares at what is alledged to have been 10 times less than their fair value n the valuation of gold resources transferred at many multiples below book.
3)...Western told minesite that between 2003 n 2006, polyus took over the gold-producing and exploration assets of Lenzoloto at one price, then devalued them for transfer to polyus...
4)...Various corporate schemes are applied in which the minority shareholders do not only lose their ability to participate in decision making but also suffer tremendous damages
5)..While in the london stock exchange investors cannot even start to suspect the true origin of the assets
6) ...Now you see my gold asset, now you don't...
Hopefully knowledgeable fellow investors can help me to understand them particularly the aspects of asset stripping and devaluing assets to be transferred to another co. How can they be done? Is there any relevence to our WTG/CMM deal? I sincerely hope there is no relevence but I must admit I do nor know especially we are talking about assets located in Canada.
Sounds to me all what you’ve stated above is rip-off procedures to steal and cheat the shareholders out of there hard earned cash. If this is what WTG has planned for CMM, then I am hoping Canadian Laws put a stop to this nonsense. We don’t need dishonest people running the show, especially people from Russia. What they do in Russia can stay in Russia.
This further supports my original theory and opinion (Which many share with me) there are people being paid off to pump WTG. Need I spell there name’s lol.
Hi Wingfong,
Yes we see only a glimpse, one which is for me quite enough to raise the hair on the back of my neck. Relevant yes.
I cannot dismiss the possibility of deep pockets beating down the WTG price after a merger.
Not in Canada? Who knows. If they do not mind living with lawyers all day long, they will try it. Innocent until PROVEN guilty.
Our own legal fees, gaining concensus, maintaining momentum,
Courts, judgements, settlements, collecting.
Being in Canada does not remove dragging through years of legal hell.
We are intimately aware of the effect of one news release by our own company. That will be the future I think until WTG is accumulated below value and taken private. It will be easy. Who cares a crap about CMM, the retail market doesn't even care about what we have in the ground. And then put CMM into some obscure russian company which Boyko (and anyone else)easily analyses as a joke without any real market evaluation. All bad press.
WTG can be easily manipulated and certain persons own 6mm oz way below value. A perfect setup. In Canada.
Re: "living with lawyers all day long."
My apologies to my fellow shareholders who may be lawyers.
Your choice of profession is not meant to be denigrated.
The opposing side may not be troubled by a legal battle as they have enough money and spend full time executing their plans. Many of us do not have this choice available.
I am trying to strongly convey my feelings of the stress and cost of entering into legal battles.
Ron S, you are right. It would be better to find a resolution without the massive expense of a law firm/ Lawyer unless of course the law firm works on a commission based system where the proven CMM BOD/WTG being responsible for this nonsense in the first place would pick up the tab for us all due to them dragging us into this Class Action in the first place.
If Century is a firesale, why can't a Senior come in and make a cash deal? The stock swap is clearly an unrealistic price made by a person who is under the impression they have the votes to steal the company
I believe I sounded too fatalistic replying to Wing Fong;
when we need to go to court, we go.
Hope we don't.
We will vote NO and see where we land. By golly it will be a damned good fight if a majority appears.
I also need to change my statement to "the retail market doesn't even care about what we have in the ground YET". They will if we win.
I believe the full attention is now on the coming information circular n I expect significant changes to our Vote No tally soon after the release of this ciucular. I also believe a competative bid, if there is any, will come forth after this event too. I share Ron S's observation that retails do not seem to express too keen an interest in CMM's gold reserve/resourse in the ground n I also happen to think that interest in these ounces in the ground will move to centre stage if we win this tussle
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