Golden Mountain Financial Holdings Corp. (fka FNBCQ)

[NinjaProdigy151]

Google "Saira Roa grifter"

[NinjaProdigy151]

Shiv is married to Saira Rao

[freddie me]

Whats going on w Shiv's Golden Shower?

[MrJones77]

Agree with everything said here, not sure if my 12k shares does any good as a motivator?????

[freddie me]

Call The Shiv at 504-290-2972

[FNBC$$$]

Can Someone Please tell me what is the latest on the court proceedings???
Thank you,

[FNBC$$$]

Can Someone Please tell me what is the latest on the court proceedings???
Thank you,

[AdHocInvestor]

Does anyone know what the agenda might be? With so much fight and conflict and pending court decisions and a paralyzed board... Also any remote chance that the Falkon's proposed restructuring would be in the agenda?

[Enterprising Investor]

Annual General Meeting is scheduled to reconvene on 4/26/24 at 9:00 CT, according to the company’s website.

[AdHocInvestor]

It appears that a small yet heavy-weight group of shareholders would like to take initiative to avoid the extremities such as litigation which is obviously a lose-lose outcome for all parties. This initiative, among other things, does include an open and transparent invitation to Falkon, and others for that matter, to present their biz proposals to the shareholders. The rationale behind this is that this group encompasses some financial and legal experts in their band wagon and can assist with comparative assessment of any alternative proposal in light of the demise of the Halsa deal. In my opinion Halsa's proposed deal was something a majority of shareholders felt good about but the dead deal is behind us anyways.
I'd like my other fellow shareholders in this forum to weigh in with any constructive idea to support/criticize this initiative. I personally have no details of any existing proposals and have not even seen any despite our efforts here in the forum to push for transparency and open dialogue. However I am sure there are shareholders out there who have better knowledge of alternative biz plans thanks to their direct/indirect relationships/communications with Falkon and other stakeholders and the rest of the board members.
Please feel free to comment on this note while remaining as factual as one can be in responding to the initiative. At the juncture the Co is facing right now after the recent court events, the "negotiation" route proposed by this group might be the most viable or at least the least harmful avenue. I do not think anyone disagrees with the suggestion to bring Falkon's alternative proposal to surface and evaluate its merits as we did with Halsa's. Letting the NOLs and other tax attributes sitting there and fade away when the risk of the next economic recession post-election is out there is a beneficial decision to any party.
Any thoughts? We try to come up with more discussions if and when we learn more about this specific effort while of course respecting the confidentiality of the individuals proposing this initiative.

[GMFHC_Chair]

All,

Please note the following, which was posted on the Company website on the "Falcon Issues" page today.

**************************************************

Unfortunately, circumstances have become more difficult for the Company, and its options have been curtailed.

Falcon used the Preliminary Injunction (“PI”) issued by the New York Superior Court as the basis for sending letters to a number of parties. These letters were sent to at least one potential lender and to Halsa’s lead investor. We are very frustrated that this occurred. First, the information about the lender was provided confidentially to board members. Presumably, Falcon’s director nominee directly shared that information with Falcon. Second, in all cases both the Company and any relevant counterparties would have ensured compliance with the PI. We believe Falcon knew this but was making extraordinary attempts to poison funding alternatives for its benefit, regardless of the outcome on the Company and other shareholders.

At least in part due to the letter sent, Halsa withdrew its interest in working with the Company.

This is very damaging, and we are evaluating the best path forward.

[GMFHC_Chair]

FNBC$$$—are we in touch directly? It would be great if we can talk 1:1. Please email me at [e-mail] if we aren’t already in touch. -Shiv

[FNBC$$$]

So can someone tell me what’s the latest news now?
Thank you,

[FNBC$$$]

After all these years of litigation it seems like we’d be done with that & can now begin to recoup some of the actual investors money!!!!! Every time we have a date set it gets adjourned until etc etc etc!!!!!! Patience is a key although it wears thin when Greed Interferes!!!!! Someone needs to either get on with it or get over it!!!! The Show Must Go On!!

[db7]

https://www.goldenmountainfincorp.com/ Adjourned to March1, 2024
Blake Jones Law Office

701 Poydras St. Suite 4100
New Orleans, LA

9:00am CDT

[db7]

Did the meeting take place or another adjournment? thanks!

[GMFHC_Chair]

We are adjourning the annual meeting to 2/23/24, 9am central at Blake Jones Law. More soon.

-Shiv

[GMFHC_Chair]

On Thursday evening. the New York Superior Court converted the temporary restricting order preventing GMFC from combining with Halsa into an injunction which will remain in place until the underlying litigation regarding the Falcon loan to GMFC is resolved (or until GMFC pays the loan off). We are evaluating our options and will provide further guidance soon.

The annual meeting is scheduled to reconvene 2/9/24.

Best,
Shiv

[db7]

adjourned to 9th: https://www.goldenmountainfincorp.com/

[GMFHC_Chair]

All, we are adjourning the meeting again this morning until Friday 2/2 9am central, hoping for the NY Two to be lifted in the meantime.

Best,
Shiv

[Enterprising Investor]

Thank you for the update.

[GMFHC_Chair]

All,

Yesterday's meeting was adjourned to Monday morning 9am, same location. We remain cautiously optimistic the TRO will be lifted soon.

I understand the continued delays are extremely frustrating. We are frustrated too. We're doing everything we can.

Best,
Shiv

[GMFHC_Chair]

All,

The meeting has been adjourned until Thursday 3pm (25th), same place, and we still await a response from the NY Court.

I will provide the previously promised update on the legal matters shortly. A press release will be issued soon describing some of the latest developments. I summarized some of them below.

We are working our hardest to defend the company while we wait for the court to provide clarity on the deals.


Best,
Shiv

***********************************

Falcon has taken additional action in Delaware to invalidate the elections of the boards. We believe their claims are without merit.

On December 27, 2023, GMFHC and GMFC (the "Companies") launched counterclaims in the New York State Supreme Court, responding to a lawsuit filed by Falcon. The counterclaims allege Falcon seriously damaged the Companies, including:

Usury Allegations: We argue that Falcon's financial practices, marked by exorbitant interest rates, are usurious and in violation of New York State law. The counterclaims provide specific examples, meticulously detailing how these excessive rates have resulted in substantial financial harm to GMFHC and its shareholders.

Breach of Contract: The counterclaims assert that Falcon has consistently breached the terms of various agreements, causing considerable harm to GMFHC and its shareholders. The counterclaim outlines specific instances of these alleged breaches, along with their consequences.

Breach of Good Faith and Fair Dealing: The Companies contend that Falcon's conduct has not only breached contractual obligations but has also violated the implied duty of good faith and fair dealing inherent in all contractual relationships. The counterclaims cite specific instances where Falcon's actions deviated from these norms.

Fraudulent Inducement: The Companies allege that Falcon engaged in fraudulent inducement to secure certain agreements. We seek legal remedies, including the declaration of these usurious loan agreements as null and void, as well as compensation for the damages incurred.

The counterclaims come on the heels of GMFHC’s complaint filed against Falcon and its GMFC director appointees, and a Falcon GMFHC appointee who also served as sole officer of GMFC, on November 22, 2023, in Delaware Chancery Court (Case Number: C.A. No. 2023-1169-LWW). It seeks redress for Falcon's actions on multiple fronts, including breach of contract, breach of fiduciary duties, breach of good faith and fair dealing, and fraudulent inducement. The complaint paints a picture of Falcon's alleged scheme to undermine GMFHC's operational autonomy and damage shareholder value, actions that have significantly harmed GMFHC and its shareholders.

Best,
Shiv

[FNBC$$$]

Can anyone tell me about yesterdays meeting?
Thank you,

[GMFHC_Chair]

All,

The meeting has been adjourned until Thursday 3pm, same place, waiting on a response from the NY Court.

I will provide an update on all the legal matters shortly.

Best,
Shiv

[investsen]

Hi
Is there a link or phone number to attend todays meeting?
Thanks

[Enterprising Investor]

Thank you for being the “unofficial” IR representative.

[db7]

website updated: "Annual General Meeting Adjourned to January 15, 2024 Blake Jones Law Office

701 Poydras St. Suite 4100
New Orleans, LA

3:00pm CDT"

[ratraceg]

Happy New Years Everyone......... Any Updates or Summery on what transpired at the meeting today?
Thanks

[GMFHC_Chair]

Happy New Year all!

Unfortunately, the NY Court did not lift the TRO on 12/21, forcing us to adjourn the meeting until 1/9. The Company's website has been updated to reflect the fact that we will reconvene the meeting on Tuesday 1/9* at 9am at the same address in New Orleans.

I don't want to go into detail on any aspects of the litigation here, as I don't think that's appropriate or advisable. I will say that we submitted additional materials to the Court on 12/22 at the Court's request. We are cautiously optimistic that the Court will lift the order very soon.

We will make a call in # available for the meeting on 1/9. Details on that soon.

Best,
Shiv

*On 12/21/23 we adjourned the meeting to Friday (1/5). Unfortunately, due to logistical reasons, and to give the NY Court a little more time, we will need until 1/9. On Friday 1/5, Blake Jones (an authorized officer of the Company to run the meeting) will reconvene the meeting and immediately adjourn until 1/9 at 9am.

[AdHocInvestor]

Happy new year to all. It's been radio silence in Shiv's alley ever since he asked for a "fingers crossed" prayer re the NY court hearing. The one speculation is that "the TRO has put a halt to not only things moving forward but also to communication" by EI. Then our new friend ratraceg mentions a delay in the hearing until 5th. If EI's critical speculation is the case then we need to be creative in resuming the communication channels w/o violating any court orders. This is a public venue and all shareholders and other stakeholders have equal right to all the information discussed here. So I do not see any legal basis for shutting down the only impartial medium between parties. If on the other hand it is postponed until 5th or such then let us hope that Shiv will post an update. He can at least let everybody know if EI's speculation is valid also letting us know what is a court approved proper communication channel so we can migrate there. The last thing this forum needs is a censorship order by the court as if we are living in North Korea or under Putin!
I wonder if there are any updates on the co's website, I will check it out shortly...

[ratraceg]

I called the number for the Conference Call and the person on the other end, says the meeting was cancelled until Jan 5th or something.......not too sure how to confirm this info....
Hope that helped..

[Enterprising Investor]

Suspect the TRO has put a halt to not only things moving forward but also to communication.

[FNBC$$$]

What happened at the meeting on Dec 22 2023? Can anyone not answer the question?
Thank you,

[FNBC$$$]

What happened at the meeting on Dec 22 2023? Can anyone not answer the question?
Thank you,

[db7]

same here... would appreciate any updates people can share..thanks!

[FNBC$$$]

I missed the meeting can someone tell me where we stand now?
Thank you ,

[FNBC$$$]

I missed the meeting can someone tell me where we stand now?
Thank you ,

[db7]

thanks Shiv!

[GMFHC_Chair]

AdHoc -- great question. I think if the Court clears the TRO, we will be able to move forward with the acquisitions. There are several matters in the air that have to get sorted, but I think we can get it done.

[GMFHC_Chair]

All, we are trying our hardest to continue the 2023 AGM on Friday 12/22 at 10:30am central. Falcon is trying its very hardest to prevent us from having this meeting. As you are all aware, a NY court initiated a temporary restraining order earlier this month. There is a critical hearing on this matter tomorrow (12/21). Assuming we receive favorable feedback from the court before 10:30am on 12/22, we anticipate putting several more Proposals to vote, including the acquisitions.

If we can't open the polls on those matters, we will adjourn to January.

Everyone that wants to can listen in to the proceedings here: PARTICIPANT DIAL IN (TOLL FREE): 1-877-270-2148 (INTERNATIONAL DIAL IN: 1-412-902-6510), Participants to ask to be joined into the Golden Mountain Financial Corp. call.

Based on discussions with several key shareholders, we've received the feedback that while there is significant support for the management comp plans (Proposals 11 and 12), there would be much more support if we disclose more about the plans and about the deals. And we haven't been able to discuss the deals as a result of the TRO. We will probably handle the matter this way: even if we can vote on the deals, adjourn on Proposals 11 and 12 until January so that we can explain much more about the comp and about the deals before they are voted on.

Keep your fingers crossed on the outcome of the NY hearing tomorrow.

Best,
Shiv

[AdHocInvestor]

Shiv, if the court clears the TRO, how long would it take for your newly elected board to initiate the negotiations of the M&A? With that optimistic outcome being unlikely scenario, is it even safe to enter any meaningful deal with other Co(s) while the Opco continues to fight in the court? If the NY court orders to 1) cancel the votes in hand, 2) hold another shareholder meeting, 3) add the proposal of the TS-Falcon as an alternative restructuring proposal, 4) ask for a recast of the votes, then what the turnaround for that would be? I do not expect you to have an answer for all aforementioned but rather wanted to throw some food for thought so all parties know what they are up against.
Thanks again for keeping everybody posted.

[GMFHC_Chair]

All, if you're interested, you can see the official results of the shareholder vote on Proposal 1 and Proposal 2 here: https://drive.google.com/file/d/1jnf7ou_yGakW2FhPrc6mwC6ZfNoTVgN4/view?usp=drive_link

We are scheduled to reconvene at 10:30am on Friday 12/22, in hopes that we get the TRO lifted, or at least clarity to move forward with the votes on these proposals, before then.

[AdHocInvestor]

Thank you both for the news and the clarification. So reassuring to see the folks are closely engaged in the process now that it appears we have a path forward towards the proposed M&A. Some might argue that we are not off the woods quiet yet but at least we are moving in the right direction after years of sluggish progress. I am sure our friends are checking in the forum rather frequently these days while they'd rather remain silent and just read the updates.
Thanks to all who contributed to the forum and also to those who stayed involved in the process so far and moving forward.

[db7]

thanks for clarifying Shiv! i guess i can finally stop following that case on pacer now ....

[GMFHC_Chair]

db7 -- I believe this case has to do with the bankruptcy estate, which is completely separate from the current company.

[db7]

2:17-bk-11213 Tuesday, December 12, 2023
court Hearing Held Wed 12/13 9:53 AM
Hearing Hel
Related: [-] (related document(s)1004 Objection to Claims) RULING Objection to Claims is granted. Order-Parsons (Hess, Karen

[GMFHC_Chair]

All,

First Coast Results, Inc., the inspector of the election, provided the company the official results from Proposal 1 and Proposal 2. The new board of Golden Mountain Financial Holdings Corp. (“HoldCo”) is:

Shiv Govindan (who wasn’t up for election), William D. Aaron, Leander J. Foley, John “Fenn” French, Matthew Elsom, Blake Jones, and Daniel Strauss.

The new board of Golden Mountain Financial Corp ("OpCo") is:

Shivan Govindan, Matthew Elsom, and Taylor Kushner.

Please note that while Daniel Strauss, who was up for election, did not receive enough votes to become a director, Falcon has the right to nominate one OpCo director. That’s Taylor.

More soon.

Best,
Shiv

[Enterprising Investor]

If TS Falcon entered into a Shareholders Agreement and GMFHC is a DE corporation, it is highly likely that it will remain enforceable.

https://www.businesswire.com/news/home/20231204126890/en/Delaware-Court-of-Chancery-Rules-in-Favor-of-Texas-Pacific-Land-Corporation-on-Litigation-Related-to-Stockholders’-Agreement

[AdHocInvestor]

Thanks for the comprehensive debrief. I think the meeting today provided a "fair process" venue for all parties to listen and voice their concerns and do it professionally. Now that all parties are given the chance but also the mandate to bring their proposals to the floor and elaborate and clarify before the shareholders, we will hopefully have a more constructive process to move forward.
WRT today meeting some were expecting a tabulation and count on Proposal #2 but it can wait until Friday I guess to fully fulfill the inspector's timeline.
It is also useful and appreciated that the communication channel remains open via email and also thru this forum to insure all shareholders remain informed of the process. Listening to the folks here, the chief concern of almost all individuals is the risk of mistreatment of the ordinary "legacy" shareholders. Risks mentioned here were reckless dilutions, treating them as second degree citizens with lower priorities when it comes to distribution of any kind of proceeds and dividends, withholding/hiding critical information from them, or other common abusive conducts that are rampant in post-bankruptcy cases. Now that these and other concerns are voiced we will be collectively better off if we respectfully listen and address them. We do look forward to see TF's proposal and would assess it with the same open eyes we treated the current M&A proposal. You too seemed to be open but also welcomed this process which is very reassuring. At the end of the day one of the two proposals (assuming there will ever be a second viable proposal) shall prevail and the expectation afterwards is that all parties unify behind it and support it and more importantly to monitor its progress over time. Of course, if modifications are needed in the original proposal, all parties remain open to consider and approve as appropriate. Furthermore you suggested that you have in the past and will in the future be as accommodating as needed wrt other parties' legitimate demands and I think this is a plus in any successful business negotiation so long as the right and respect of the ordinary shareholders are fully respected and guaranteed. I do not think any shareholder in this venue would even remotely consider a proposal, as lucrative as it might be, that is NOT putting the ordinary legacy shareholders on equal footing alongside with other shareholders. So we welcome the other biz proposal, we scrutinize it, we make sure it offers a fair schedule of entitlement to assets and proceeds to ALL shareholders with no priority for certain individuals, we discuss it openly and with respect, we run our comps of the two proposals in terms of risks and rewards and time table, and at the end of the day we choose the one with better economics and lower risks, and then we monitor its progress while expecting accountability of those who implement it.