Sunday, March 20, 2011

Just some info available (to anyone) on the internet

You can reach your own conclusions or compile your own list of questions.

Please note that I am not making accusations here. I do not have sufficient legal knowledge to make legal accusations. I am posting info I have gathered on the internet while researching this current business combination situation. I have posted sources and/or links with regards to the info.

I am, however, sharing with readers of the blog that I am left confused with regards to certain aspects surrounding this business combination. I am left without answers to 3 key questions, as follows:

1) Scola did not resign from the BoD until March 9th. It meant that the Finskiy-Scola ``Investor`` side had a 3 to 2 BoD advantage (including the CEO, who is suppose to be the company`s day to day leader) during the periods when key Century Mining decisions were being made, including bridge loan decisions and during periods when the CMM and WTG business combination deal was being negotiated / discussed / explored / entertained / structured. How does this unbalanced BoD situation not compromise the fairness of the process?

2) With Daniel Major`s level of interconnectiveness to many related party players, is he in a position to look out for the best interest of all Century Mining shareholders, as its CEO and day to day leader? This appears to be an especially compromising situation when one considers that the BoD was unbalanced when key operating and business decisions were made, prior to March 9th (as highlighted above).

EDIT: Another concern I have is that Mr. Major was selected for the CEO position by an unbalanced BoD - Finskiy-Scola ``Investor`` side included Hulley, Scola and Lamarque during the interviewing and selection process. January 4, 2011 NR: `` Concurrently with Mr. Major's appointment, Mr. Keith Hulley will step down from the position of Interim CEO and also leave the Board of Century Mining to enjoy his retirement.``

3) How does the value of SLR/WTG go from what appears to be a calculated value of $22.5 million (calculated by myself using the $.25 announced financing on that date) on November 16, 2010 to a $424 million market cap company on March 20, 2011? As noted below, there was the $24M financing and the $23.6M revolving credit security agreement during the period in between those 2 dates. I do not see any other material financing transactions or property acquisitions or major mineral discoveries that one would normally associate as significant (overwhelming) market cap drivers.

EDIT: In all fairness, closing of the reverse takeover between SLR and Finskiy`s Russian company would have moved the combined company`s share price from $.25. That was likely key in justifying the move up to $1.00. At least, I can accept that explanation. It is the larger movement I am struggling with.

Again, I am just sharing (with blog readers) 3 unanswered questions I have with regards to this business combination - nothing more, nothing less. One should draw his/her own conclusions about the situation.

Uneven BoD when key operational and business decisions were made:

From Century Mining`s March 14, 2011 NR: ``Century wishes to also announce that Francis Scola resigned from the Century board of directors effective March 9, 2011.``

Daniel Major:

From Century`s website (March 20, 2011, 9 pm Eastern time): ``Mr. Major recently held the position of Chief Operating Officer of Ecometals Limited since 2008. Mr. Major has retained his roles as Non-Exec Chairman of Ecometals Limited, and also is a director of Zaruma Resources Inc. ``

http://www.centurymining.com/s/Home.asp

Ecometals BoD includes Major, Lamarque, Scola and Hulley. Two of the 4 are currently on Century`s BoD. Scola was up until March 9th. Hulley was the Interim CEO and BoD member up until about 2.5 months ago.

Christophe Charlier is on Ecometals BoD. He is not on Century`s BoD, but he is on the Onexim Group BoD with Prokhorov. ``Mr. Finskiy is Chief Executive Officer of LLC Intergeo Managing Company, the mining and exploration arm of the private Russian conglomerate Onexim Group.``

http://www.ecometalslimited.com/corporate/directors.html

http://onexim.info/about/team/

Zaruma Resources` Management Information Circular filed on SEDAR on December 3, 2010 (pg 13): ``The following information concerning the additional nominees of ZGM and Gravity to be elected or appointed to the Board of Directors following completion of the Financing Transactions (the “Proposed Nominees”) has been provided by each of them: Maxim V. Finskiy, Geoffrey P. Cowley, Francis H. Scola``

As stated above, Century Mining`s website has a note identifying Daniel Major as a director of Zaruma Resources Inc. This is the same company that has listed a SEDAR document with proposed BoD nominees of Finskiy, Cowley and Scola.

Mr. Cowley is currently the CEO of White Tiger Gold (WTG), and a BoD member. Mr. Finskiy and Mr. Scola are also on the BoD of WTG. Directors to be nominated for the WTG/SLR BoD can be found on the WTG`s Management Information Circular filed on SEDAR on November 12, 2010 (pg 5).

White Tiger Gold:

November 11, 2010 NR: ``exchange for the issuance by SLR of 85,000,000 common shares (each, an “SLR Share”) to DZM``

Finskiy or related parties received 85M shares for the sale.

November 16, 2010 NR: ``Immediately before completion of the private placement, the Corporation had 3,000,000 common shares issued and outstanding. As a result of the issuance of 1,800,000 common shares pursuant to the private placement, the Corporation now has 4,800,000 common shares issued and outstanding. The common shares issued on the private placement are subject to a four-month hold period.``

``SL Resources announces the completion of the sale of 1,800,000 common shares at US$0.25 per share to arm’s length subscribers for gross proceeds of US$450,000 pursuant to a nonbrokered private placement.``

Using the $.25 share price, SLR/WTG would be valued at $22.5 million ((85M + 4.8M shares) * $.25) on November 16, 2010.

Today, March 20, 2011, White Tiger Gold shows a market cap of $424 million on the TSX. There appears to be only 2 additional material financing or property acquisition or major mineral discovery announcements since November 16, 2010, as follows:

1) December 29, 2010 (Completion date) - $24.8M financing.

2) March 2, 2011 – Revolving credit security agreement of $23.6M.

There does not appear to be any info on the December 29th news release that would suggest the $24.8M financing includes a hold period. Also, there does not appear to be any info on this subject matter included on any previous news releases or subsequent news releases.

However, it was stated by the writer in a recent Globe & Mail article that those shares are currently locked up, and that it only takes one or two big WTG sellers to affect WTG`s stock price:

``However, only 10 per cent of White Tiger’s total outstanding shares are publicly traded, so even one or two big sellers can affect the stock price.``

``While White Tiger recently completed a private placement, those shares are locked up and can’t be traded.``

http://www.theglobeandmail.com/globe-investor/white-tiger-pounces-on-century-mining/article1941322/

As a side note, a person named Edward Aryeh Sugar is listed on WTG`s SEDI insider listing page as holding 8.9 million WTG shares, priced at $1.00. The transaction dates were December 22nd and 23rd 2010. These shares were likely from the $24.8 million financing. As such, one needs to add the 85M and this 8.9M shares to arrive at the ``official`` insider total reported on SEDI. Mr. Sugar is listed as a code ``4-Director of Issuer`` on SEDI.

8 comments:

Anonymous said...

It almost seems pretty obvious that WTG was created for the sole purpose of the takeover of CMM. I wouldnt expect it to be hard to come up with a couple of exploration companies in russia that maybe dont even exist and make up quantity of oz. It sounds like washing dirty money to me, not sure why the stock market calls it a merger.

Wingfong said...

DM is really loaded with a lot of questions to be answered/explaned. Wonder how he can possibly do that. With all these issues in his mind, will the daily works in the mines be disrupted/neglected?

Nick said...

"will the daily works in the mines be disrupted/neglected"

They better not be, he has an obligation to perform his duties regardless.

ATInsider said...

Century Mining Corp has no money?
Who said that?
------
•January 2010: Century closed a CDN$60.75 million financing, which will provide the required capital and funding to bring the Lamaque project back into production and also increase capacity at its San Juan gold mine in Peru.
Link:
http://www.centurymining.com/s/Lamaque.asp?ReportID=385603

Gilmourr said...

January 2010 was a year and 2 months ago, that cash is gone.

Century HAS cash, just not enough to get things moving along at the fastest rate possible

bigjohn37 said...

Thanks for your info, Production. These facts will come in handy when we'll be forced to proceed with legal action. I am not a fan of conspiracy theories, but this whole sordid saga is a consequence of a grand conspiracy to get hold of CMM at the lowest possible price.

Remember that both Finskiy & Scola said that they scoured the world for the BEST gold investment, and the came up with CMM. They also made a world-wide search for the best CEO for CMM, and they came up with one of their stooges, Daniel Major. That is where the conspiracy begins...Let's stop them in their track! CMM is not available for WTG toilet paper!

Wingfong said...

BJ37
To my mind the so called international search was a childish smoke screen that only wasted more co fund. They did not come up with that ceo (the best huh??!!)the script was not writen that way n i am sure every discrenable investor is aware by now

Kinnison said...

It sounds like washing dirty money to me... [Anonymous]

I believe there are one or more federal agencies interested in money laundering; the Russian connection here might spice the pot.

Isn't it the case that a Federal regulation exists which not only protects whistleblowers, but rewards them with a share of the money involved, if and when such a case is settled?