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Really MT?
I am a "believer" but not one that has lost all of my critical faculties! I always said that CGFIA is a great speculative play and is under-valued. It is the reason that I own millions of shares.
But if there is support for a public company to be uplisted through the acquisition of another public company it hardly seems like something that one should be shrouded in mystery when it comes to disclosing it to the board. So much else gets shared in the way of DD but for some strange reason the regulatory support for an uplisting through the acquisition of AMNP is something that will be shared with only the "believers" and not the "doubters"!
If the uplisting were a given, the PR by CGFIA would have highlighted it - since it is a clear positive. I have no doubt that if there were clear regulatory support for this, it would be made a "sticky".
So yes, I am a "doubter" when it comes to the uplisting but I am open to conversion:)
In the meantime, I urge everyone not to take any of this information regarding an automatic uplisting as a given absent some concrete support that it is possible or relying on Guyer to pull a rabbit out of the hat and get an uplisting.
Hmm! I acknowledged in a prior post that a private company could go public through a reverse merger with a shell company that is listed. It could do so with any listed company even if it is not a shell. Here is what I said:
Yes, reverse mergers are used for a shell that is eligible for OTCBB listing to acquire a private company but this is a situation where neither company is private.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68750618
This issue here is the uplisting of CGFIA a PUBLIC company with AMNP another public company. If CGFIA were a private company, it would be a non-issue.
If it were that easy, there is no reason for CGFIA to acquire AMNP and created added dilution of billions of shares. They could just do a reverse merger with a shell company and accomplish the uplisting. It would be a lot cheaper.
So CGFIA issues 2.5 billion shares and acquires AMNP for its full market cap and that action magically will result in CGFIA's SP going up to .01 because that is approximately where AMNP is currently trading?
CGFIA which has a market cap of say $1.6 million based on say 8 billion shares currently outstanding. AMNP has a market cap of $900 thousand. The separate entities have a combined market cap of $2.5 million ($1.6 million plus $900K).
Once the acquisition is completed, the total shares outstanding will be around 10.5 billion shares (based on current o/s shares of 8 billion plus 2.5 billion for AMNP). Based on your assertion that CGFIA's stock price will be .01 after the merger what you are saying is that the merger will result in the market cap of CGFIA going up to over $100 million (10.5 billion shares X .01c) although separately the market cap right now is just $2.5 million for the two entities.
Sorry 567, that does not compute.
Re the uplisting, I checked with a former associate who specializes in SEC matters and he said that an uplisting will not follow the acquistion. It is the reason why I asked for a link that supports your contention regarding uplising.
If we acquire AMNP based on the respective prices that the two companies are trading today, we'd have to issue around 2.5 billion shares.
What price do you think the combined entity would be trading at after the acquisition? Why would it be trading any higher than it is at right now?
Re the uplisting can you provide a link to verify that an uplisting would be facilitated if CGFIA acquires AMNP? I asked you this previously and you did not respond.
Serious question:
If and when we reach an ask of .0001, what do you figure the game plan would be at that point?
Would Guyer and company just wait for the fundamentals to come together (mill permit, assays, financing) to increase the SP or would a R/S be the next step?
It is a timely question given where the SP is at right now.
I think I have used up all the free posts that I can make for today so if I don't respond to you or anyone else that is the reason.
As the resident expert on all things to do with CGFIA especially with regard to the outstanding shares, how many shares are likely to be issued if the SP stays between 2 and 3 and all the remaining debt is converted? Just an estimate.
This is a serious question. I guess if I spent enough time on it I could figure it out but if you know, I'd appreciate the information.
Nothing has been announced and may be there will be none.
It is a judgement call on my part as to whether I should add any more shares.
It is just an opinion and whether I am right or wrong remains to be seen.
Sure, if I were a 100% certain that a R/S would occur, that would be the thing to do.
But I could be wrong. For all I know we may get the mill permit next week and the SP would move up. So I would rather hold on to what I have and possibly add if a R/S occurs. I am also willing to add at a higher price if the mill permit comes through or the assays are very positive.
The only change in my game-plan is to stop adding at this point. I had originally posted a few weeks ago that I was looking to double my current holdings.
If I had to identify the one thing that changed my mind it is the proposed acquisition of AMNP. Perhaps it will be the best thing since sliced bread but I don't see it that way. BWDIK
No, I have no intention of selling any of the CGFIA that I own. After all, I could be completely wrong about the R/S. It is just an opinion of what may happen in the future.
In fact, I have not sold a single share that I bought and have never shorted a single share.
I have the same hope which is why I bought the shares that I did.
But within the scheme of things, I can afford to lose the entire investment. The only change I made was to stop buying any more shares.
Rightly or wrongly, I think a R/S is likely. But that opinion and a couple of dollars may get you a cup of coffee at Starbucks!
We have gone from less than a billion shares outstanding to a likely 8-9 billion outstanding over a span of two years.
In those two years we still don't have the mill permit and have not produced a dollar in revenue.
I'd say that has a lot more to do with the reason for the price decline than market manipulation. Intra-day price gyrations are neither here nor there.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68825456
FYI, I am long CGFIA and own tens of millions of shares but I bought them at close to rock-bottom prices. I have stopped buying because I believe that we will have a R/S - something I did not think when I first took a position.
JMHO
Let us see how many outstanding shares there are when the next report comes out soon.
I would wager that no matter what the number, the dilution will not be accepted as an explanation for the declining SP.
I also have level 2 but I don't obsess about the price action as some do on this and other boards.
What I am saying is that MM manipulation is always the convenient explanation for downward price action whether it is CGFIA or any of the other pinkies.
And when the price goes up, you will not hear a peep about MM manipulation. At that point it is the quality of the investment and how astute people were buying when they did.
I am not naive enough to think that manipulation does not occur but it is used as a convenient explanation on this board all the time. Manipulation and "bid sitting"!! It has been the case since I joined this board.
FYI, I have a substantial position in another pinkie - much more so than this one which for me is akin to a lotto play - and the same MM manipulation is thrown out all the time to explain downward price action.
Unless we get the permit or there are favorable assay results announced soon, we will print .0001 with regularity.
Today's action was just a precursor of what is to come.
Ahh! Market maker manipulation - the eternal explanation for downward pressure on CGFIA and other pinkies. I have seen this offered as the explanation for the decline in the SP ever since I joined this board. MM manipulation and "bid-sitting" are the reasons why the SP has declined according to some.
Well worth reading what protarder said in this post:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68758102
He is spot-on!
IMO - in fact - IMHO
I posted this but I sure did not think it was going to happen minutes after doing so.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68817967
Unless we get the permit for the mill or favorable assay results are released soon, IMO it is inevitable that we will trade at .0001
I completely agree with you about the importance of the mill permit in order to generate cash flow and to end the dilution whether it is by the company or as a result of convertible debt.
The longer term value of the company will be based on the assays.
Oh, ok! LOL!!
I thought you were sending me something even more precise!!
Sorry bd, could not open the link to the private message you sent me.
I don't have PM capability to respond to you privately.
RKY, I don't know what the motivation was for the proposed acquisition. It actually does not make sense to me but I assume that Guyer would not do so unless there was some sound rationale.
The uplisting rationale that 567 has repeatedly posted is certainly interesting but I would like to see some definitive link that says it can be done.
Also, we should not lose sight of the fact that all we have is a Memorandum of Understanding which unless there is specific binding language or penalties, is not a contract and either party can walk away from the proposed deal.
567 or anyone else who can answer my question.
I have been researching the "uplisting" opportunity that 567 has said may be the primary motivation for the merger with AMNP.
The PR regarding the merger indicates that CGFIA will acquire AMNP. If this is the case, how does the uplisting take effect since CGFIA will be the surviving entity?
If it is intended to be a reverse merger, then CGFIA will no longer exist as a legal entity. However, it should be possible to change the name of the the surviving entity to CGFIA in conjunction with the reverse merger.
But what I have not had any success is in finding precedent for uplisting to occur through a reverse merger of two companies that have different levels of listings on the OTC. If 567 or anyone else has a link showing that this is possible I would appreciate it.
Yes, reverse mergers are used for a shell that is eligible for OTCBB listing to acquire a private company but this is a situation where neither company is private.
I personally doubt that uplisting is a goal of the merger - if it were, I feel sure that the PR would have highlighted it as a benefit of the merger.
Convertible debt - from the last 10Q. It is a little complicated but explains exactly how it works:
Convertible Notes
Delaware Partnership Investor
During the nine months ended May 31, 2011, the Company issued 16 convertible notes under multiple funding arrangements with the Delaware Partnership Investor, totaling $853,978, which bear interest at 6.25% per annum and mature at various dates between November 2, 2011, and May 13, 2012. The notes are convertible at any time, at the option of the holder, into shares of Class A common stock of the Company at a conversion rate of 60% or 70% of the average of the two lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten trading days immediately prior to the date a conversion notice is received by the Company. The Company recorded a debt discount in the amount of $853,978 related to the conversion features on the notes. During the nine months ended May 31, 2011, $583,707 of the convertible notes were converted into common stock (unamortized debt discount related to the converted notes was immediately charged to interest expense on the day the notes were converted). During the nine months ended May 31, 2011, the Company recorded $180,661 of debt discount amortization and the carrying value of the notes was $58,630 (net of unamortized discounts of $291,370) as of May 31, 2011. The terms of the agreement require the Company to, at all times, have authorized and reserved, a sufficient number of shares to provide for full conversion of the outstanding notes, 799,319,728 shares at May 31, 2011.
Subsequent to May 31, 2011, the Delaware Partnership Investor converted an additional $150,000 of the convertible notes into Class A common stock, and the Company entered into an additional convertible note in the amount of $150,000, which bears interest at 6.25% per annum and matures one year from issuance. This note is convertible at any time, at the option of the holder, into shares of Class A common stock of the Company at a conversion rate of 60% of the average of the two lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten trading days immediately prior to the date a conversion notice is received by the Company.
New York Private Investors
During the nine months ended May 31, 2011, the Company issued two $32,500 and one $60,000 convertible notes under funding arrangements with a group of New York Private Investors, which bear interest at 8% per annum and mature on August 17, 2011 and December 7, 2011, respectively. The notes are convertible at any time after 180 days from the date of the note’s execution, at the option of the holder, into shares of Class A common stock of the Company at a conversion rate of 58% of the average of the three lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten trading days immediately prior to the date a conversion notice is received by the Company. During the nine months ended May 31, 2011, $82,500 of the convertible notes were converted into common stock ( unamortized debt discount related to the converted notes was immediately charged to interest expense on the day the notes were converted). The Company recorded a debt discount of $123,574 relating to the conversion features of the notes. For the nine months ended May 31, 2011, the Company recorded debt discount amortization of $96,492 and the carrying value of the notes as of May 31, 2011 was $43,012 (net of unamortized discounts of $49,488). The terms of the agreement require the Company to, at all times, have authorized and reserved five times the number of shares that are actually issuable upon full conversion of the outstanding notes 1,083,227,856 at May 31, 2011, and 1,028,727,856 shares at July 7, 2011.
Subsequent to May 31, 2011, the Company issued a $40,000 convertible note under funding arrangements with these New York Private Investors, which bear interest at 8% per annum and mature on March 20, 2012. The terms of the agreement require the Company to, at all times, have authorized and reserved five times the number of shares that are actually issuable upon full conversion of the outstanding notes. The notes are convertible at any time after 180 days from the date of the note’s execution, at the option of the holder, into shares of Class A common stock of the Company at a conversion rate of 58% of the average of the three lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten trading days immediately prior to the date a conversion notice is received by the Company. Subsequent to May 31, 2011, the New York Private Investors converted $33,800 of the convertible notes into Class A common stock.
Conversion of accounts payable
During the nine months ended May 31, 2011, the Company entered into an agreement with a vendor whereby the balance owed to the vendor for past services of $28,661 was exchanged for a convertible promissory note bearing interest at 6.5% per annum. The Company is required to make monthly payments under the terms of the note; however, the note holder has the right at its election to convert all or part of the outstanding principal and interest into the Company’s Class A common stock at a conversion rate of 70% of the average of the two lowest volume-weighted average closing prices of the Company’s Class A common stock for the ten trading days immediately prior to the date a conversion notice is received by the Company. The Company recorded a debt discount of $27,550 relating to the conversion feature of the note. For the nine months ended May 31, 2011, the Company recorded debt discount amortization of $14,351 and the carrying value of the note as of May 31, 2011 was $12,748 (net of unamortized discount of $7,042).
This "buying at the ask" as a way of pushing the price up is something that I have disagreed with 567 from the start.
As long as dilution continues whether by the company or indirectly through the convertible debt, it is money being thrown down the drain, IMO.
What moves a stock is the fundamentals - and CGFIA has potential but it needs to be made into something that is revenue producing to really justify the price moving up. Sure there could be momentum plays but that would be temporary and, frankly, becomes a trader's dream.
Don't lose sight of the fact that there has been massive dilution that has occurred and we will see more of it when the next reporting occurs shortly. A year ago there was 2.9 billion shares outstanding and the most recent report had over 6 billion shares outstanding and I would not be surprised if we have over 8 billion shares outstanding when the company reports in the very near future.
It is very difficult for the SP to move up when there is this sort of dilution in a company that has no revenue and no immediate prospects of revenue.
Don't get me wrong: I am not questioning how the company used the funds or why it was necessary to dilute - all I am saying is that when you have massive dilution as has occurred the past year, it is not surprising that the SP has gone down.
I have a substantial position in the company and would love to see the price go up but IMO it will not happen until the dilution ends and, in turn, that will occur only when there is a revenue stream. This is why the mill permit has been so critical.
I think CGFIA is a blue chip when compared to AMNP :)
Trading at .018 on a volume of 1600 shares on a bid of .013 and ask of .018 does not mean a thing, IMO.
Good question and one that I looked at yesterday after the close.
AMNP closed last night at .0125 and CGFIA at .0003 and AMNP has 68 million outstanding shares.
If CGFIA acquired AMNP at its closing price of yesterday through the issuance of shares, they would have to issue over 2.8 billion shares.
I think my math is correct.
What does AMNP bring to the table to justify issuance of 2.8 billion shares?
Some additional information about AMNP - the merger that some believe is going to be a game changer for CGFIA:
http://investing.businessweek.com/research/stocks/ownership/ownership.asp?ticker=AMNP:US
"KEY DEVELOPMENTS FOR AMERICAN SIERRA GOLD CORP (AMNP)
American Sierra Gold Corp. announced delayed annual 10-K filing
10/31/2011
On 10/31/2011, American Sierra Gold Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC.
American Sierra Gold Corp. Auditor Raises 'Going Concern' Doubt
07/28/2011
American Sierra Gold Corp. filed its 10-K/A on Jul 28, 2011 for the period ending Jul 31, 2010. In this report its auditor, Thomas J. Harris, CPA, gave an unqualified opinion expressing doubt that the company can continue as a going concern.
American Sierra Gold Corp. announced delayed 10-Q filing
06/14/2011
On 06/14/2011, American Sierra Gold Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC.
American Sierra Gold Corp. Announces Auditor Change
05/2/2011
On February 10, 2011, the Board of Directors of American Sierra Gold Corp. dismissed Etania Audit Group P.C. as the company's independent registered public accounting firm. On January 21, 2011, the Board engaged the accounting firm of Thomas J. Harris, CPA (Harris") and appointed it as the company's new independent registered public accounting firm.
American Sierra Gold Corp. announced delayed 10-Q filing
12/16/2010
On 12/16/2010, American Sierra Gold Corp. announced that they will be unable to file their next 10-Q by the deadline required by the SEC."
MT, I will ask the same question of you that I asked 567:
Do you know for a fact that the dumping of shares towards the close of trading last Tuesday was because of the conversion of debt? We traded 750 million shares and the SP did not move.
Do you know how many shares were converted?
Do you know for a fact that the dumping of shares towards the close of trading was because of the conversion of debt?
I was never a great believer in the R/S but I am leaning in that direction.
It is the reason, after Tuesday's volume and subsequent dumping of shares that I decided to cancel my order to buy more shares at .0001 - if it got there. It would have doubled my current holdings.
If the SP reverses in a major way from here I still own enough shares to make a killing.
Check the public records on how much stock has been sold.
Also check the public record for the Form 144 which Guyer filed about three weeks ago stating his intention to sell 50 million shares of stock. Whether he actually sold the stock is another matter and we will know in due course.
I have seen explanations on this board that these sales are in lieu of compensation and that is a fair point. But if I had any level of confidence that events were going to transpire that would increase the SP - assays, impending merger, permit for the mill, etc - I doubt that I would be selling the stock for .0002 when I could sell it for 10X as much or 100X times as much.
One thing you should note is that I have never ever questioned the motivations of Guyer or Rice in a single post I have made. I don't do so even with the comment about insider sales but common sense suggests that one does not sell a stock at near the all time lows if one thinks that there is upside in the near future.
JMHO
RKY, just trying to maintain some balance and perspective on this board. I am long the stock - and probably one of the larger shareholders making up the "flotilla" at this point but I got in real cheap and it is money that I can afford to lose.
I find the tendency of some - and this is not directed at you - to take news that is neutral at best and adverse to the company's interests at worst to be unhelpful to potential investors.
I always viewed this company as being the equivalent of playing the lotto. It could turn out to be a huge winner or it could go under. I don't know what this merger brings to the table. Besides it is a MOU and not a contract. Unless there are binding provisions either party can walk away from a MOU without legal liability.
Perhaps Guyer has some grand design in mind with this proposed merger though right now it does not seem terribly apparent.
Ask yourself this simple question: if there is a lot of upside to the SP to be realized in the near future, why are the insiders liquidating their shares at fire-sale prices? Should they not be buying at these rock bottom prices?
You mean this merger is what is going to turn things around?
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=68555108
Above link is from "nodummy" and he is no dummy for sure. Here is what he says:
"So what is the big news about today besides bragging that there are 15,000 people that own CGFIA shares?
CGFIA signed a Memorandum of Understanding to merge with another failed publicly traded mining company - American Sierra Gold Corp (AMNP).
AMNP brings almost no assets - $19,851 total ($9,278 in cash and $10,573 in computer software).
AMNP brings no revenues ever in its 4 year history.
AMNP brings a history of failed operations.
Back in 2009 AMNP signed an agreement with Yale Resources Ltd to acquire some mining claims, but they ended up abandoning the claims because they couldn't afford the payments.
Also back in 2009 AMNP signed a joint venture agreement with Trinity Alps Resources, Inc to help them operate some mining claims, but that joint venture agreement was also terminated.
And lately AMNP claims to have entered into an agreement to acquire some mining claims in British Columbia, but those claims are being held "in trust" by another individual
"In November 2010, the Company acquired a 100 percent undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada (“Adams Ridge Claims”) totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act."
But even that operation has stalled out and is probably eventually doomed to be lost
"Our plan of operation is to conduct mineral exploration activities on the Adams Ridge Claims in order to assess whether the sites possess mineral deposits of gold or other precious metals in commercial quantities, capable of commercial extraction. We have ceased exploration activities due to budgetary constraints and, therefore, have not established whether there are mineral reserves at the Adams Ridge Claims sites, nor can there be any assurance that we will be able to commence exploration activities."
Obviously neither CGFIA or AMNP have the resources or the funding to do anything with any mining properties.
AMNP brings with it a whole slew of debt issues of its own.
At the time of the last reporting period, AMNP had almost $500,000 in debt Notes and during the weeks immediately following that 10Q report, AMNP entered into some additional extremely toxic debt Notes with Asher Enterprises, Inc."