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What I was looking for is why the Directors, Officers and Management of the Company have disappeared completely from view.
The Company has not released a Press Release for over a Year. They have not provided, or filed, with the Regulatory Authorities any Financial Statement, whether it be Quarterly s or the Annual FS, for over a Year. The Company has not provided any information through any reliable platform that they are conducting any type of work on the property for over a Year.
The Company has been completely silent on all matters for over a Year.
So what I was looking for is to see what the Company Directors, Officers and Management might be doing in their respective Business lives since their responsibilities to Sarissa are not evident.
They as a collective group have a responsibility to the Shareholders of the Company.
Sarissa Resources has not communicated with the Shareholders of the Company for over a Year. Seemingly Scott Keevil and Daniel Byrnes have moved on to new ventures.
Scott Keevil apparently is well vested in Sarissa s former President s (Ben Ward) new public venture.
Excerpt from filing document:
" During the year, Scott Keevil incurred expenses of CAD $92,690 (USD $79,704) on behalf of CCC. These monies were primarily expense reimbursements for travel, office supplies and office rental space. At year end, the Company owed Mr. Keevil CAD $1,542 (USD $ 1,326). In addition, the Company paid Midnight Capital Corp, a Company owned by Mr. Keevil a CAD $50,000 (USD $42,995) consulting fee. At year end, the Company owed Midnight Capital CAD $88,116 (USD $75,771). Scott Keevil owns approximately 4.1% of the Company’s common stock and is a 25% owner of 2264793 Ontario Inc. (a consolidated VIE of the Company) and serves as its President & CEO. "
Daniel Byrnes has established a new Company - Fort Orange Imports (not to be confused with his former company - the insolvent Fort Orange Capital Management).
Ben Fuschino was the President of Sarissa Resources in 2007 and resigned at that time - when Scott Keevil took control of the Company.
What is your Post of today referencing?
Posters on this Board are not employees of the Company. In fact there are regulations governing such activities and they preclude certain activities by Officers / Directors acting in such manner.
For the most part, if not exclusively, the Posters on this Board are merely individuals expressing their opinion.
Do some have ulterior motives? Maybe however any potential shareholder, or current Shareholder, has the ability to make a objective decision based on the history of the Company, the history of the present Management / Director group as well as the information / data provided, or conversely not provided, by the Company related to it Operations.
Buying some shares at this level presumably would only lower ones average pricing. The risk is minimal since only small dollars are involved but the upside could be quite good should the Share price go up even slightly.
The only real risk is the possibility that the Company gets halted or suspended from trading. There are a large number of Companies that are not performing, and still trading, so this doesn t seem likely at this point but it is a risk nonetheless.
Recently a Poster to this Board indicated that they complained to the Regulatory Authorities about this Company. I am unclear what the outcome, if any, was but it is out there.
Very interesting - thank you. In spite of what some may say there is very much a continuing wide use for this mineral and it s application.
An interesting Press Release worth a read as it directly references the developments of a Company in the Niobium field.
CENTENNIAL, Colo. (April 4, 2016) – NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX: NB; OTCQX: NIOBF; and FSE: BR3) announces that it will conduct a Special Meeting of Shareholders on Tuesday May 17, 2016 at 10 a.m. Mountain.
NioCorp proposes to implement an early warrant exercise program (the “Program”) designed to encourage the early exercise of (unlisted) share purchase warrants exercisable at $0.65 that otherwise expire on November 10, 2016 (the “Warrants”). The Program and commencement of the Program is subject to disinterested shareholder approval (excluding any votes held by shareholders that are also holders of the Warrants) which will be sought at the Special Meeting, and final Toronto Stock Exchange (“TSX”) approval.
The inducement to exercise early will be provided in the form of incentive shares of the Company (the “Incentive Shares”). The ultimate determination as to the total number of Incentive Shares (or fraction of Incentive Share per Warrant) to be issued on exercise of the Warrants during the 30 day incentive period will be made based on the Market Price of the Company’s common shares on the TSX immediately before the start of incentive period.
NioCorp has engaged Mackie Research Capital Corporation to provide services in connection with the Program, including financial advice and analysis and solicitation of the holders of the Warrants to participate in the Program.
This release does not constitute an offer to sell or a solicitation of an offer to buy of any of NioCorp’s securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom.
"Mark Smith”
Mark Smith
Executive Chairman, CEO and Director
Personally I don t believe that vitriolic attacks against fellow Posters is healthy and frankly doesn t serve a purpose.
Commentary on the Company, it s affairs and / or it s Management, complementary or critical, has a place.
We are all entitled to an opinion (s).
Promotion of this Company is not warranted. It is absolutely disingenuous for any individual to take it upon themselves to prop up the Company with suggestions that "things" are happening.
The Company has only submitted partial Geological Reporting Data in recent years.
The actual "rock" Asset may or may not have ultimate value. It certainly has only a nominal value at this time. In order to ascertain whether potential mineable value exist a Full and Complete Geological examination is required.
The Company has not provided any Financial Data for over a Year - whether it be quarterly s or Annual Financial Statements (Sub or otherwise).
The Company has no money and substantial debt.
The Company has not provided any information to the Shareholders since April 2015.
Management of the Company have not been heard from ( i. e. - PR, Website, letter to Shareholders, filing with Regulatory agencies, anything ) for a Year. They are completely missing in action.
Share Cease Trade Order and Legal uncertainty pertaining to the Company Presidents (Daniel Byrnes) Shareholdings, in part, remain outstanding.
Sub Penny Stock Pricing.
No Corporate direction.
More to the point is whether I am interested in being included in such a Group.
In order to make that determination one needs to ascertain whether such a group exists.
Borrowing heavily from "Murphy's Laws" ----- "After all is said and done, a heck of a lot more is said than done".
I agree that if this Group indeed exists they deserve the benefit of the doubt. However to the best of my knowledge that Group have not reached out to Shareholders. I have only seen references by Posters on this Board that such a group exists. There is no way that I am aware of that their existence is indeed a fact.
If they do exist what is their expectation? How are they going to achieve it? How many Shareholders are part of this group? How much immediate cash do they have available? Is it a formalized Entity or merely a group of individuals talking among themselves? Have they reached out to all Shareholders and if not - why not? Have they had any formal or informal discussions with the controlling party - Scott Keevil? How much cash do they expect to be able to raise? Who is expected to Manage the Company and it s affairs?
These are only some of the relevant questions. There are many more but for now these are certainly fair questions that if being dealt with honestly require answers.
Before putting faith in this group one needs proof that they actually exist. To date that seemingly is a question. If they do exist then pointing this Shareholder, and others Shareholders, in the direction where some or all of this information may be available would be helpful in making a determination as to whether this is reality or something else.
A successful company requires its Management team to be committed, motivated and highly experienced.
This does not describe Scott Keevil or Daniel Byrnes.
That group, whatever they may be discussing, will have a terrifically difficult time in orchestrating a "take over" of the Company / Board / Management.
The cost of Legal Counsel alone will deter some from joining in.
The organization and effort required to have a group of independent Shareholders on the same page in order to "take over" a sub penny "Public Entity" seems far fetched to the extreme.
Sarissa has no cash and most assuredly has substantial Administration debt yet alone Mining Operational debts outstanding. Mr. Keevil, directly or indirectly, is owed several Millions of dollars according to the last Financial Statements (that were released well over a year and half ago). That debt could very well have increased.
This supposed group does not have access to integral Corporate documentation. Their reliance is on publicly available information which had been provided by the Company which is sparse or Filed data with the Mining Registry / Regulatory Authorities etc. Again due to the nature and status of the Company the Regulatory information available is minimal.
Let there be no doubt that Scott Keevil controls this Company through Share control and / or through his Creditor status. Only he realistically dictates what the future of Sarissa Resources will be.
If Mr. Keevil wants a Business relationship with this Group, with the presumption that this group has something tangible to offer, then presumably a deal can be struck. If not the status quo remains until the next chapter of this novel is written.
Very few people enjoy inflicting pain on any "Sarissa longs". Those few are the present Management, Executive and Board of Directors of Sarissa Resources.
The fact that this Company is a trading entity at all is a disgrace.
No Quarterly s or Financial Statements issued for over a Year.
No Press Releases for a Year (this month).
No Updates provided, not even on a Company Website, by Management, Executives or Board of Directors for a Year (this month)
This Company is dead. The only thing needed to make that official is for a Cease or Halt trading Order to be issued by the Regulators.
What is described is not consistent with the information / documentation provided by the Company at the time of the October 2014 Private Placement.
Between the Regulatory Private Placement documentation, the Company s Transfer Agent filing information and the Company s own information provided to it s Shareholders, either by way of Press Releases or certain Board / Executive s commentary, the information contained in Post 151153 is accurate.
It is fair to say that the Company in itself is not a scam. However there have been opportunities taken that were disingenuously described and handled by Company Representatives including but not confined to the most recent example - New President in Sept 2014, $250K Private Placement at substantial discount to the then Market apparently arranged by this fellow, short hold period on PP - 4 months 1 day, series of PR s (9/14 to 4/15), decent Stock Volume primed by Press Releases / Public Relations propaganda / whispers to "friendly" parties and then complete Corporate silence - for the better part of the past year.
The opportunity existed and a scam was born.
Unfortunately there are very few reasonable steps that can be taken to turn around the Company. A Board of Directors of a Company have the ultimate control of the affairs of the entity. Yes there are of course Legal steps that can be undertaken however they are expensive, very time consuming in it s preparation with no assurance of an ultimate conclusion that would be in the general Shareholders best interests.
Steps can be taken on a Corporate basis however it is a very difficult fight. The controlling Shareholder(s) presumably has a block of stock that would trump any efforts by a group of shareholders to take over control of the Company.
Then you have Scott Keevil debt, owed directly or indirectly a very significant amount, which if converted to stock (in lieu of debt) or is provided the major asset (again in lieu of debt) could essentially bankrupt the Company, or extract assets, to the detriment of the Shareholders.
There is no easy answer as to how Sarissa can survive - it s survival is in reality in the hands of Scott Keevil.
The two other Directors of the Company are also missing in action. One (Cam) is well into his 80 s and has shown no interest in the Company in years and the other (Dan Byrnes) has fulfilled his objective (the hype of last year) and apparently has no ongoing interest.
The Business Operations of a "penny stock" Company is very much reliant on the integrity of the Company Executive Management, Controlling Party and / or the Board of Directors.
They may have some interest in reinventing Sarissa Resources, as a shell penny company has some utilization value, or it can simply be allowed to die completely.
Maybe a bit unexpected however not really. Sarissa Resources and individuals associated with Sarissa could well be a target of Regulators and other Authorities.
Not only are there the individuals and issues that JPValas brought up that may interest Authorities but the issues outlined in the Lawsuit against (President / Director) Dan Byrnes filed by the US Government; Former President / Director Ben Ward Directorship and involvement in a Canadian Cannabis Operation; Scott Keevils financial involvement with the same Cannabis Company. Cannabis may be thought of liberally by Canada but the US Government still views it as an Illegal drug with continuing law enforcement involvement.
When you combine the Company's history with last years pump and dump (October 2014 PP well below then market price arranged by Daniel Byrnes, Short hold period on PP - 4 months 1 day, flurry of PR s issued by Company under then new President Daniel Byrnes name, cessation of all Company communication in April 2015) along with other questionable behaviours you have a recipe that will attract the Regulators interest.
Disinterested and / or Non Management is likely the more accurate explanation
Pretty sure they are all happy. It all worked according to plan.
It may not have had anything to do with "due diligence" but more to do with discounted pricing of the PP, short escrow period (four months and one day) and a President / IR person (Dan) providing "PR s and information" (which ceased in April 2015).
I don t know about a thief however I am not aware of any actual calculations / Financial information being provided as to the Financial viability of the Asset.
There is no Economic evaluation that has been published or provided by the Company.
What is the cost of extraction?
What is the sale price of the Ore?
And everything in between!
Value ??????
Yes it is very nice that there is a Market for their Asset however it is an established Operational Producing Mine. It has a full Production schedule, very substantial Geological Data, built in Customer base and an Operational infrastructure. Has Revenue.
Sarissa has a couple of guys who might or might not be really interested in the Company Asset other than for promotional stock reasons. The Company has: No complete Geological Data, no Corporate funds, no business plan, disinterested or very upset Shareholders, potential Regulatory problems etc
I wish we were speaking about Sarissa in positive terms but it just isn't possible.
In fact I don t like seeing this Company in this position at all. It would be much better if the Company had competent Management and responsible Individuals at the helm.
There is absolutely no evidence or Legal claim that Scott Keevil is stealing, breaking the rules or any Laws related to the Operations of the Company.
Individuals buying Shares in a Public Company, and speaking specifically to this Company, want a fair and equitable opportunity to realize on their investment. Most individuals know the risks involved with investing in a OTC penny Company and are prepared for those risks. However those risks should be confined to the Business and Mining elements not (for example) Insiders manipulating both the actual Market or the internal workings of the Company (ie: creative Financial relationships).
Many seem to blame Scott Keevil for numerous indiscretions over the years and they may very well be right.
Not so many seem to blame Dan Byrnes for indiscretions but what he was a part of since just before his official involvement with Sarissa in Sept 2014 to the present is equaling as appalling.
I have no idea whether the apparent complaint filed today with the OSC is useful and in the best interests of an individual shareholder (or not) however I understand the complainants frustration and the need to "do something".
Are you not the person who filed a complaint with the OSC?
A "Control Block" is usually an "Escrowed" Share Certificate, or Certificates, that clearly state that they escrowed therefore are not free trading until such time that they are withdrawn from escrow. This can occur, from a Legal standpoint, when certain milestones are met. Doubtful that Sarissa has met the conditions of release. The release of the escrow conditions are contingent on the Company, therefore it s Board of Directors, authorizing and certifying their release. I am quite certain that this happens when it legally shouldn't however without the benefit of specific knowledge of the Shareholders List, which of course means access to it, it is extremely difficult to determine the exact make up of the control block.
Doing so is a Significant Securities offence, requiring several individuals involvement, therefore I highly doubt that has occurred here. Also if the shares are released from escrow it, over time and assuming they are sold into the Market, conceivably reduces the control one has over the Company.
The booked cost for escrowed stock is a nominal amount / insignificant in fact.
Without the benefit of access to the complete Shareholders List it is extremely difficult to determine who the Shareholders of Record are. While there are a number of Registered Shareholders there are also a large number of Shares that are free trading and are not actually Registered to individuals but are held by various Depository companies on behalf of Shareholders and Brokerage Firms.
There is a third category which consists of the control block. These shares are normally not free trading, until certain milestones are met, and are in essence the controlling block got the Company. It is unlikely that Sarissa has met any of the requirements for release as it usually related to a combination of elements that includes time, operational revenue etc etc.
Scott s control of the Company is almost certain to be through this mechanism. One would have to have access to the current Shareholders list or backtrack through the history of Sarissa s corporate structuring to find out. This information could most likely be discovered in and around the time that the management / board changed (some eight years when Scott took over the Company.
Who is going to pay for the "good Lawyer"?
The Company has no money!
Yes indeed. One in the same.
A Shareholders Group whose intention is somehow to gain control of the Company is in reality a non starter for many of the reasons you stated.
If such a groups intention is to be a voice in the operations of the Company it is possible there may be an "ear" within a Company who may appreciate such a grouping.
However that ear has to be Scott Keevil as he is clearly the controlling party. From the outside looking in there seemingly is no desire on his part to interact with such a group.
The answer to your question (where has the Oct 2014 PP Proceeds gone) would in large part be answered if the Company filed Financial Statements (quarterly and annual). They have not done so since March 2015.
In addition if the Company had fulfilled on their commitments to it s Shareholders to provide regular and full disclosure that information would be known. This was one of Mr. Byrnes primary objectives when he was appointed President in September 2014.
This has also not occurred during Mr. Byrnes term.
Again I believe you are closer to the facts than any other comments I have read.
I don t know whether there is a Scott / Dan alignment in the manner you stated or whether Dan is simply being disingenuous as what he set out to accomplish is done. He could very well be setting up a "getting out / resigning" exit strategy.
If Dan did relay the type of information attributed to him it is a very sad commentary that is reflected.
Scott Keevil, who has controlled the stock for close to nine years, is responsible for much of the BUSINESS mess that Sarissa Resources "IS".
The issues are in part but not confined to Poor Management skills, Poor decision making, creative (but on the surface) Accounting practises, lack of business ability - etc etc.
However there doesn t seem to be anything in the history that reaches the level of the blatant activities that have transpired during the Byrnes Era.
The United States Government s Department of Labour is alleging that Mr Byrnes illegally took funds belonging to a Registered Retirement Fund. They have filed Suit against him in this regard.
Mr. Byrnes was appointed to the Position of President of the Company in September 2014.
Mr. Byrnes arranged for a $250,000 Private Placement in October 2014 at a discounted share price to the then Market.
Mr Byrnes took on the investor relations responsibilities for the Company concurrent with his appointment as President.
Mr Byrnes provided "Investor" information from September 2014 to April 2015 utilizing "Radio interviews" through a very questionable investor relations company.
He was responsible for issuing Press Releases, communicating with Shareholders - directly - as well as other forms of promotions. All this done under the guise of providing details to the Shareholders.
Turns out much of what was provided was false, incomplete or merely window dressing.
There was relatively substantial volume and share price increases for a period of time coinciding with the PP "hold" period being over.
In April 2015 all communication related to the Company ceased. The consequences are evident.
In February 2016 Mr Byrnes provides diatribe to whoever will listen blaming all the ill s of the Company on Mr Scott Keevil.
Suggestions that Daniel Byrnes is a viable candidate to move the COMPANY s BUSINESS INTERESTS forward is either not understanding of what he orchestrated or is being totally disingenuous.
The timing of the "Letter to Shareholders (February 11, 2015)" was written IMO to coincide with the release date of the Private Placement Shares. The October 4, 2014 ($250,000) Private Placement Shares were issued at a substantial discount to the then Market price with a 4 Month 2 Day "Hold" period which would have expired in the second week of February 2015.
While the contents of the letter to Shareholders provided for certain events to occur ultimately it was merely rhetoric. It merely provided "comfort" and a promotional story line in order for a market to climb to slightly more than double the private placement pricing at the appropriate time.
The events / story from around July / August 2014 to around May / June 2015, including Mr. Byrnes installation as President of Sarissa Resources, was about the Financial exploitation of these shares.