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heres the other 7% outa posts lol
The balance of the shares of Bouse Gold, Inc. Common Stock in the amount of 170,512,642, representing 7.75% of the outstanding shares of Bouse Gold, Inc. Common Stock are held as follows:
Cede & Co. (Note "A") 77,234,720 (3.51 %)
Identifiable Stockholders (Note "B") 93,277,922 (4.24 %)
TOTAL: 170,512,642 (7.75 %)
NOTE “A? : This represents stockholders who held their shares in the Company with their Brokers at the date of the payment of the Stock Dividend with the Record Date of November 7, 2005. These stockholders would receive their share of the sale proceeds upon the completion of the sale of Bouse Gold, Inc. through a distribution which would have to be effected by the DTCC.
NOTE “B? : This represents identifiable stockholders whose holdings are directly and identifiably held on the Bouse Gold, Inc. stockholder register and received through the Stock Dividend payment with the Record Date of November 7, 2005. These stockholders would directly receive their share of the sale proceeds upon the completion of the sale of Bouse Gold, Inc.
The share of the sale proceeds payable upon the completion of the sale of Bouse Gold, Inc. to the stockholders described in Notes “A? and “B? would be calculated on the same terms as every other single stockholder of Bouse Gold, Inc.; and without exception. The purchase of the balance of the shares of Bouse Gold, Inc. Common Stock in the amount of 170,512,642, representing 7.75% of the outstanding shares of Bouse Gold, Inc. Common Stock as described in Notes “A? and “B? will be mandatory upon the stockholders of Bouse Gold, Inc. given the unconditional acceptance of the sale by those stockholders representing an amount of 92.25% of the outstanding shares of Common Stock; thereby guaranteeing the Purchaser of Bouse Gold, Inc. their required 100% interest in Bouse Gold, Inc. The Purchaser of Bouse Gold, Inc. is solely interested in acquiring a 100% interest in Bouse Gold, Inc., which will be obtained through a short-form merger under the Wyoming Business Corporation Act as the Purchaser is obtaining in excess of 80% of the stock in Bouse Gold, Inc.
have you seen this;The Company is therefore in a position to furnish the Purchaser of Bouse Gold, Inc. with an immediate amount of 2,029,487,358 shares of Bouse Gold, Inc. Common Stock, representing 92.25% of the outstanding shares of Bouse Gold, Inc. Common Stock.
thats good point I have tried to figure how they will handle the historic divi recipients and dont have enough knowledge of the workings to completly grasp this issue but I am sure this will have empact here with the historics because they are held directly so some how they must become tradeable similtaniuousely that ffgo distributes thats the tricky move that is not clear at all to me how about you?
yup;The Company has secured the irrevocable consent of other stockholders in Bouse
This is made up as follows:
Eligible Dividend Recipients as at November 7, 2005: (Note 1) 729,455,076 (33.16 %)
Searchlight Exploration, LLC: 219,997,800 (9.99 %)
Fortress Financial Group, Inc.*: 510,923,545 (23.22 %)
Other Stockholders: 569,110,937 (25.88 %)
TOTAL: 2,029,487,358 (92.25 %)
The Company has secured the irrevocable consent of other stockholders in Bouse Gold, Inc. to dispose of their shares of Bouse Gold, Inc., representing an additional amount of 1,518,563,813 shares of Bouse Gold, Inc. Common Stock, representing an additional 69.03% of the outstanding shares of Bouse Gold, Inc. Common Stock.
plus ffgo 23
super 8 same for south copperstone
STOCKHOLDERS IN SOUTH COPPERSTONE, INC.:
Eligible Dividend Recipients as at December 2, 2005: (NOTE 1) 899,581,199 (40.89 %)
Searchlight Exploration, LLC: 219,997,800 (9.99 %)
Fortress Financial Group, Inc.*: 1,030,421,001 (46.84 %)
Other Stockholders: 50,000,000 (2.28 %)
TOTAL ISSUED: 2,200,000,000 (100%)
*Fortress Financial Group, Inc. holds its interests in South Copperstone, Inc. through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc. No additional shares of South Copperstone, Inc. shares of Common Stock will be issued whatsoever.
super 8k takes nmgl to 100% bouse
super 8k covers all these:
STOCKHOLDERS IN BOUSE GOLD, INC. :
Eligible Dividend Recipients as at November 7, 2005: (Note 2) 899,967,718 (40.91 %)
Searchlight Exploration, LLC: 219,997,800 (9.99 %)
Fortress Financial Group, Inc.*: 510,923,545 (23.22 %)
Other Stockholders: (Note 1) 569,110,937 (25.88 %)
TOTAL ISSUED: 2,200,000,000 (100%)
*Fortress Financial Group, Inc. holds its interests in Bouse Gold, Inc. through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc. No additional shares of Bouse Gold, Inc. shares of Common Stock will be issued whatsoever.
super 8k is the list; one in the same
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7410532
FORTRESS FINANCIAL GROUP, INC. /
WY
FORM 8-K
(Current report filing)
Filed 08/12/10 for the Period Ending 08/12/10
Address 1903 60TH PLACE E.
SUITE M2240
BRADENTON, FL 34203
Telephone (954) 840-6961
CIK 0000802206
Symbol FFGO
SIC Code 6770 - Blank Checks
Industry Gold & Silver
Sector Basic Materials
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2011, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): August 12, 2010
FORTRESS FINANCIAL GROUP, INC. / WY
(Exact name of registrant as specified in charter)
Wyoming
(State or other Jurisdiction of Incorporation or Organization)
(954) 623-7409
(Registrant's telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting o material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
000-24262
(Commission File Number)
2780 So. Jones Blvd. #3532
Las Vegas, Nevada 89146
91-1363905
(IRS Employer Identification No.)
(Address of Principal Executive Offices and zip
code)
On August 12, 2010 the Company’s wholly owned subsidiary Western Diversified Mining Resources, Inc. (“Western”) entered into an
agreement with North American Gold & Minerals Fund (“North American”) pursuant to which North American agreed to acquire
Western’s 23.22% shareholding in Bouse Gold Inc. (“Bouse Gold”) and Western’s 46.84% shareholding in South Copperstone Inc. (“South
Copperstone”) for North American preferred stock valued at US$258,073,107, or US $0.003449 per share of the Company’s issued and
outstanding common stock. The North American Series A Preferred Stock that will be issued under the Agreement has liquidation and dividend
preferences that apply to future distributions from Bouse Gold, Inc.; the Series B Preferred Stock has liquidation and dividend preferences that
apply to future distributions from South Copperstone, Inc.. The valuation of US$258,073,107 is based on the liquidation preference of the
preferred stock, which is US$16.00 per share for the Series A Preferred Stock and US$2.20 per share for the Series B Preferred Stock. The
annual non-cumulative dividend preference for both Series A and Series B Preferred Stock is 3% of the respective liquidation preference. Both
the Series A and Series B Preferred Stock may be redeemed by the North American Gold & Minerals Fund at any time after January 1, 2011at
a cash redemption price equal to the liquidation preference.
The Agreement is subject to several conditions of closing. The Company anticipates that Closing will occur no later than August 17, 2010.
The Agreement contemplates that the Company will distribute to the Company’s shareholders the shares received as the purchase price, and
North American Gold & Minerals Fund is required to use its best efforts to cooperate in carrying out the contemplated distribution. The
distribution is expected to be 0.00016168455 (rounded up) per 1 (one) share of Series A Preferred Stock for each 1 (one) share of Fortress
Financial Group, Inc. common stock and 0.0003921002 (rounded up) share of Series B Preferred Stock for each 1 (one) share of Fortress
Financial Group, Inc. common stock.
ITEM 9.01 EXHIBITS
ITEM 1.01 ENTRY MATERIAL AGREEMENT
10.01 Stock Purchase Agreement dated August 12, 2010 by and between North American Gold & Minerals Fund and
Western Diversified Mining Resources, Inc.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
3
Fortress Financial Group, Inc.
Date: August 12, 2010 By: /s/ Peter James Bezzano
Peter James Bezzano
President
Exhibit 10.01
STOCK PURCHASE AGREEMENT
Dated August 12, 2010
by and between
NORTH AMERICAN GOLD AND MINERALS FUND
and
WESTERN DIVERSIFIED MINING RESOURCES, INC.
THIS STOCK PURCHASE AGREEMENT ("Agreement") dated August 11, 2010 is made and entered into by and between NORTH
AMERICAN GOLD & MINERALS FUND, a Nevada corporation with its principal office located at 848 N. Rainbow Blvd, #3003, Las Vegas,
NV 89107 ("Purchaser") and WESTERN DIVERSIFIED MINING RESOURCES, INC., a Wyoming corporation with its principal office
located at 2780 S. Jones Boulevard #3532, Las Vegas, NV (“Western” or “Seller.
WHEREAS, Western is the owner of 510,923,545 shares of common stock of Bouse Gold, Inc., representing 23.22% of the issued and
outstanding shares of this company (the “Bouse Shares”) and 1,030,421,001 shares of common stock of South Copperstone, Inc., representing
46.84% of the issued and outstanding shares of this company (the “South Copperstone Shares”) (the “Bouse Shares” and the “South
Copperstone Shares” being sometimes hereafter referred to as the “Shares”); and
WHEREAS, Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to purchase and acquire from Seller, all of the
Shares on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1
ARTICLE I
SALE OF SHARES AND CLOSING DATE
1.01 Shares. Subject to the terms and conditions hereinafter set forth, Purchaser hereby agrees to purchase the Shares from Seller for the
Purchase Price (as defined below) and Seller agrees to sell the Shares to Purchaser for the Purchase Price.
1.02 Purchase Price. (a) The purchase price for the Bouse Shares shall be 12,096,115 shares of Purchaser’s Class A Preferred Stock,
valued at $16.00 per share (the liquidation preference), having the terms and conditions set forth in Exhibit A hereto (the “Class A
Shares”). This equates to US$193,537,839 or US$0.3788 per share of common stock of Bouse Gold, Inc. The purchase price for the South
Copperstone Shares shall be 29,334,212 shares of Purchaser’s Class B Preferred Stock, valued at $2,20 per share (the liquidation preference)
and having the terms and conditions set forth in Exhibit B hereto share (the “Class B Shares”). This equates to US$64,535,268 or US$0.06263
per share of common stock of South Copperstone, Inc. (The “Class A Shares” and the “Class B Shares” are sometimes referred to herein as the
“Preferred Shares”). The Preferred Shares will be delivered by Purchaser, and the Shares will be delivered by Seller, at the Closing (as that
term is defined in paragraph 1.03). The price per Share set forth in this Section 1.02, which is a combined transaction value of $258,073,107 or
$0.003449 per share of common stock of Western’s corporate parent, is final and shall not be subject to adjustment based on future changes in
the price of gold.
(b) In addition, Purchaser will assume the loan accounts owed by Bouse Gold, Inc. and by South Copperstone, Inc. as of the date of Closing.
1.03 Closing. The closing of the transaction contemplated herein ("Closing") shall take place on August 17, 2010 in the City of Las
Vegas, or at such other place as Purchaser and Seller mutually agree at the Closing. At Closing, the following shall be delivered (the "Closing
Documents"):
(a) Purchaser shall deliver to Seller:
(i) Stock Certificates representing the Preferred Shares pursuant to Section 1.02(a) of this Agreement;
(ii) An instrument of assumption acceptable of loan account and loan notes pursuant to Section 1.02(b): and
(iii) A secretary's certificate (or equivalent) certifying the resolutions of the board of directors of Purchaser which, among other
things: (a) approve the execution and delivery of this Agreement and the carrying out of the transactions contemplated hereby; and (b) approve
the purchase of the Shares.
(b) Seller shall itself deliver to Purchaser (or cause Western to deliver):
(i) Stock Certificate(s) representing the Shares together with stock powers thereafter duly endorsed as directed by Purchaser;
(ii) A secretary's certificate (or equivalent) certifying the resolutions of the board of directors of Seller which, among other
things: (a) approve the execution and delivery of this Agreement and the carrying out of the transactions contemplated hereby; and (b) approve
the purchase of the Shares; and
(iii) An instrument reasonably acceptable to Purchaser pursuant to which Searchlight Exploration, LLC agrees to the reduction of its
Net Profits Interest in both the Bouse and South Copperstone Properties from 25% to 5%.
1.05 Further Assurances; Post-Closing Cooperation.
(a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and
without further consideration, Seller shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be,
such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other
actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to
confirm Purchaser's title to, the Shares and otherwise to cause Seller to fulfill its obligations under this Agreement.
(b) Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours,
reasonable access to the books, records and other data relating to its business in its possession with respect to periods prior to the Closing and
the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection
with (i) the preparation of tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance
with the requirements of any governmental or regulatory authority, (iv) the determination or enforcement of the rights and obligations of any
party to this Agreement, or (v) in connection with any actual or threatened action or proceeding. Further each party agrees for a period
extending six (6) years after the Closing not to destroy or otherwise dispose of any such books, records and other data unless such party shall
first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take
possession thereof during the ten (10) day period after such offer is made.
(c) If, in order properly to prepare its tax returns, other documents or reports required to be filed with governmental or regulatory
authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information,
documents or records relating to its business not referred to in paragraph (b) above, and such information, documents or records are in the
possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or
records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information
confidential.
2
(d) It is anticipated that Purchaser will offer to purchase the remaining shares of Bouse Gold Inc. and South Copperstone Inc. for
Series A Preferred Shares and Series B Preferred Shares at the same price per share that is being paid pursuant to Section 1.02 in order to
acquire a 100% ownership interest in both companies. Seller will use its best efforts to assist in obtaining the agreement of the other
shareholders in these companies although it cannot guaranty their acceptance of such an offer.
(e) It is anticipated that Western’s corporate parent will distribute the Preferred Shares to its shareholders, and will initiate all
necessary corporate action with FINRA and the DTCC to set a “record date” and “pay date” upon the execution and delivery of this
Agreement. Purchaser will cooperate in good faith in the efforts of Western’s corporate parent to complete this distribution. Assuming that
Western’s corporate parent has 74,813,049,643 shares of common stock issued and outstanding, this would be a distribution of 0.00016168455
shares (rounded up) of Purchaser’s Series A Preferred Stock per 1 (One) share of common stock of Western’s corporate parent, and
0.0003921002 shares (rounded up) of Purchaser’s Series B Preferred Stock per 1 (One) share of common stock of Western’s corporate parent,
or a total value of US$0.003449 per share of the common stock of Western’s corporate parent.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Purchaser as follows:
2.01 Corporate Existence. Seller is a corporation validly existing and in good standing under the laws of Wyoming, and has full corporate
power and authority to conduct its business and to the extent now conducted.
2.02 Ownership. Seller owns and is conveying to Purchaser all of its rights, title and interests to the Shares, free and clear of all liens,
mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction
contemplated herein good title in the Shares shall vest in Purchaser free of all liens and other charges. Seller represents that it owns all of the
Shares in Bouse and in South Copperstone.
2.03 No Conflicts. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of
the transaction contemplated hereby, including, without limitation, the sale of the Shares to Purchaser, shall not conflict with or result in the
breach of any term or provision of, or violate or constitute a default under any other agreement to which Seller is a party, or result in the
creation of any lien on any of the Shares or Purchaser. This Agreement has been duly and validly executed and delivered by Seller and
constitutes, and upon the execution and delivery by Seller of the Closing Documents to which it is a party, such Closing Documents will
constitute, legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms.
3
2.04 Accuracy and Completeness of Due Diligence Documents. The documents provided to Purchaser in response to Purchaser's due
diligence requests, completely and accurately portray the status of business of Seller as of the Closing and do not include a material
misstatement or omission of a material fact which would reasonably likely to have a material adverse effect on Seller or its business. Further,
the information included in such responses shall be incorporated herein as an affirmative representation and warranty on the part of Seller.
2.05 Continuity of Business. Seller reasonably expects that the business represented by the agreements found in Schedule 2.04 will
continue after the date hereof. Seller has no knowledge that any customer included in that Schedule intend to terminate or reduce the amount of
business they presently do with Seller, and Seller has no knowledge of any state of facts which would lead it to believe that any of such
customers will terminate their relationship with Seller or significantly reduce the amount of business they presently do with Seller.
2.06 Claims, Litigation, Disclosure. Except as set forth in Schedule 2.06 there is no claim, litigation, tax audit, proceeding or investigation
pending or threatened against Seller or its corporate parent with respect to its business, nor is there a basis for any such claim, litigation, audit,
proceeding or investigation.
2.07 Taxes. Except as specifically set forth on Schedule 2.07 (the "Tax Liabilities"), Seller has correctly prepared and timely filed all
Federal, state and local tax returns, estimates and reports, and paid all such taxes as and when due. For purposes of this paragraph, taxes shall
mean all taxes, charges, fees, levies or other assessments of any kind whatsoever (including, without limitation, income, franchise, sales, use
and withholding taxes). On or before the Closing Date, Seller shall pay off and satisfy any of the Tax Liabilities which are then due and
payable and provide Purchaser with evidence thereof in form satisfactory to Purchaser and its counsel and have granted a reserve adequate to
pay any tax liabilities with respect to the operations of Seller prior to the Closing.
ARTICLE III
REPRESENTATIONS ,WARRANTIES AND COVENANTS OF PURCHASER
Purchaser hereby represents and warrants to Seller as follows:
4
3.01 Corporate Existence. Purchaser is a corporation validly existing and in good standing under the laws of the State of Nevada, and has
full corporate power and authority to conduct its business and to the extent now conducted.
3.02 Authority. The execution and delivery by Purchaser of this Agreement, and the performance by Purchaser of its obligations
hereunder and under the Closing Documents, are duly and validly authorized by Purchaser. This Agreement has been duly and validly executed
and delivered by Purchaser and constitutes, and upon the execution and delivery by Purchaser of the Closing Documents to which it is a party,
such Closing Documents will constitute, legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with
their terms.
3.03 No Conflicts. The execution and delivery by Purchaser of this Agreement does not, and the execution and delivery by Purchaser of
the Closing Documents to which it is a party, the performance by Purchaser of its obligations under this Agreement and such Closing
Documents and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a violation or breach
of any of the terms, conditions or provisions of any agreement Purchaser is a party to.
3.04 Claims, Litigation, Disclosure. There is no claim, litigation, tax audit, proceeding or investigation pending or threatened against
Purchaser, with respect to its business which would have a material effect on its ability to satisfactorily perform its duties under this
Agreement, nor is there a basis for any such claim, litigation, audit, proceeding or investigation.
3.05 Taxes. The Purchaser has correctly prepared and timely filed all Federal, state and local tax returns, estimates and reports, and paid
all such taxes as and when due. For purposes of this paragraph, taxes shall mean all taxes, charges, fees, levies or other assessments of any kind
whatsoever (including, without limitation, income, franchise, sales, use and withholding taxes).
ARTICLE IV
CONDITIONS TO OBLIGATIONS OF PURCHASER
The obligations of Purchaser hereunder to purchase the Shares are subject to the fulfillment, at or before the Closing Date, of each of the
following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion):
4.01 Representations and Warranties. The representations and warranties made by Seller in this Agreement, taken as a whole, shall be
true and correct, in all respects material to the validity and enforceability of this Agreement and the Closing Documents and to the condition of
the business, on and as of the Closing Date as though made on and as of the Closing or, in the case of representations and warranties made as of
a specified date earlier than the Closing, on and as of such earlier date.
5
4.02 Performance. Seller shall have performed and complied with, in all material respects, the agreements, covenants and obligations
required by this Agreement to be so performed or complied with by Seller at or before the Closing.
4.03 Officers' Certificates. Seller shall have delivered to Purchaser two certificates of Seller each dated as of the Closing and executed in
the name and on behalf of Seller by the President of Seller, substantially in the form of Schedule 4.03.1 annexed hereto, and a certificate
executed by the Secretary or any Assistant Secretary of Seller, substantially in the form of Schedule 4.03.2 annexed hereto.
4.04 Completion of Audit. Purchaser’s independent registered accountant shall have completed any necessary audit(s) required by said
accountants to continue Purchaser’s SEC reporting in good standing following the Closing.
ARTICLE V
CONDITIONS TO OBLIGATIONS OF SELLER
The obligations of Seller hereunder to sell the Shares are subject to the fulfillment, at or before the Closing, of each of the following
conditions (all or any of which may be waived in whole or in part by Seller in its sole discretion):
5.01 Representations and Warranties. The representations and warranties made by Purchaser in this Agreement, taken as a whole, shall be
true and correct in all material respects on and as of the Closing.
5.02 Performance. Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations
required by this Agreement to be so performed or complied with by Purchaser at or before the Closing.
ARTICLE VI
TERMINATION
6.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned:
(a) at any time before the Closing, by mutual written agreement of Seller and Purchaser;
(b) at any time before the Closing, by Seller or Purchaser, in the event that (i) any order or law becomes effective restraining,
enjoining, or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of
the Closing Documents or (ii) there are any litigation or governmental, regulatory or self-regulatory actions or investigations concerning Seller
or Purchaser or their respective officers or directors, upon notification of the non-terminating party by the terminating party; or
6
(c) by either party, in the event that the Closing does not occur on or before August 31, 2010.
6.02 Effect of Termination. If this Agreement is validly terminated pursuant to this Section, this Agreement will forthwith become null
and void, and there will be no liability or obligation on the part of Purchaser or Seller (or any of their respective officers, directors, employees,
agents or other representatives or Affiliates, as the case may be).
ARTICLE VII
MISCELLANEOUS
7.01 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given
only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or
facsimile numbers:
All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given
upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, and
(iii) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case
regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or
other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that
party by giving notice specifying such change to the other party hereto.
7.02 Entire Agreement. This Agreement and the Closing Documents supersede all prior discussions and agreements between the parties
with respect to the subject matter hereof and thereof and contain the sole and entire agreement between the parties hereto with respect to the
subject matter hereof and thereof.
If to Purchaser,
to:
North American Gold & Minerals Fund
848 N. Rainbow Blvd., #3003
Las Vegas, NV 89107
Attention: Ronald Yadin Lowenthal
If to Seller, to: Western Diversified Mining Resources, Inc.
2780 South Jones Blvd, #3532
Las Vegas, NV 89146
Attention: Peter James Bezzano
7
7.03 Expenses. Except as otherwise expressly provided in this Agreement whether or not the transactions contemplated hereby are
consummated, each party will pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this
Agreement and the Closing Documents and the transactions contemplated hereby and thereby.
7.04 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but
no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed
as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or
by law or otherwise afforded, will be cumulative and not
alternative.
7.05 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on
behalf of each party hereto.
7.06 No Assignment; Binding Effect. Purchaser may not assign its obligations under this Agreement without the express written consent
of Seller.
7.07 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the
provisions hereof.
7.08 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law,
and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part hereof and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected
by the illegal, invalid or unenforceable provision or by its severance herefrom.
7.09 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable
to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof.
7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
7.11 Dispute Resolution. Any dispute hereunder shall be resolved by arbitration in RENO, Nevada under the rules of the American
Arbitration Association and the decision of the arbitrator shall be final and binding on the parties hereto. Any and all costs and expenses
associated with actions taken pursuant to this Paragraph 7.11 shall be borne by the non-prevailing party.
8
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each party as of the date
first above written.
NORTH AMERICAN GOLD & MINERALS FUND
as Purchaser
By: /s/ Ronald Yadin Lowenthal
Name: Ronald Yadin Lowenthal
Title: President
WESTERN DIVERSIFIED MINING RESOURCES,
INC.
as Seller
By: /s/ Peter James Bezzano
Name: Peter James Bezzano
Title: President
9
EXHIBIT A
TERMS OF SERIES “A” PREFERRED SHARES
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES “A” PREFERRED STOCK OF NORTH AMERICAN GOLD & MINERALS FUND.
NORTH AMERICAN GOLD & MINERALS FUND (the “Company”), a corporation organized and existing under and by virtue of the
Revised Statutes of the State of Nevada (the “NRS”), in accordance with Section 78.1955 of the NRS, DOES HEREBY CERTIFY that:
The Amended and Restated Articles of Incorporation of the Company provide that the Company is authorized to issue 1,000,000,000
shares of preferred stock, par value $0.0001 per share. The Amended and Restated Articles of Incorporation provide, further, that the Board of
Directors is authorized, to the extent permitted by law, to provide for the issuance of the shares of preferred stock in series, and by filing a
certificate pursuant to the NRS, to establish from time to time the number of shares to be included in each series and to fix the designation,
powers, preferences and rights and the qualifications, limitations or restrictions thereof. Pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Articles of Incorporation, the Board of Directors, by Unanimous Written Consent dated August 11,
2010, adopted a resolution providing for the designation, rights, powers and preferences and the qualifications, limitations and restrictions of
52,085,000 shares of Series A Preferred Stock, par value $0.0001 per share, and that a copy of such resolution is as follows:
RESOLVED , that pursuant to the authority vested in the Board of Directors of the Company, the provisions of its Amended and Restated
Articles of Incorporation, and in accordance with the NRS, the Board of Directors hereby authorizes the filing of a Certificate of Designations,
Preferences and Rights of Series A Preferred Stock of North American Gold & Minerals Fund. Accordingly, the Company’s Series A Preferred
Stock shall have the powers, preferences and rights and the qualifications, limitations and restrictions thereof, as follows:
1. Designation and Number of Shares. Shares of the series shall be designated and known as the Series A Preferred Stock of the
Company. The Series A Preferred Stock shall consist of 52,085,000 shares and have a par value of $0.0001 per share. Shares of the Series A
Preferred Stock (hereinafter referred to as the “Series A Preferred Stock”) which are retired, converted into shares of the Company’s common
stock, purchased or otherwise acquired by the Company shall be cancelled and shall revert to authorized but un-issued preferred stock,
undesignated as to series and subject to re-issuance by the Company as shares of preferred stock of any one or more series.
10
2. Liquidation of the Company or Sale of Investment in Shares of Bouse Gold Inc .
2.1 Liquidation Preference. Upon (a) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary,
or (b) any sale by the Company of all or substantially all of its investment in shares (the “Bouse Shares”) of common stock of Bouse Gold,
Inc., a Wyoming corporation (“Bouse Gold”), the holders of the shares of Series A Preferred Stock shall be senior in rights to the holders of
the Company’s common stock as to proceeds of sale (after deduction of the costs and expenses of sale and a 5% handling fee, the “Bouse
Proceeds”) of the Company’s Bouse Shares and shall be entitled to be paid a maximum amount equal to Sixteen Dollars ($16.00) per share (the
“ Liquidation Preference”) of the Series A Preferred Stock from said Bouse Proceeds. Such amount payable with respect to one share of Series
A Preferred Stock, as the case may be, is sometimes referred to herein as the "Bouse Liquidation Payment” and, with respect to all shares of
Series A Preferred Stock, as the “Bouse Liquidation Payments".
2.2 If upon (a) such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or (b) such sale by the
Company of all or substantially all of its investment in the Bouse Shares, the Bouse Proceeds shall be insufficient to permit payment to the
holders of Series A Preferred Stock of the full Bouse Liquidation Payments, then the entire Bouse Proceeds shall be distributed ratably among
the Series A Holders.
2.3 Upon (a) any such liquidation, dissolution or winding up of the Company or (b) any such sale by the Company of all or
substantially all of its investment in the Bouse Shares, after the holders of Series A Preferred Stock shall have been paid in full any Bouse
Liquidation Payment to which they shall be entitled as set forth in subparagraph 2.1 above, the remaining net assets of the Company or Bouse
Proceeds (to the extent that the Board of Directors declares a dividend), as the case may be, shall be distributed to the holders of common stock
in proportion to the shares of common stock then held by them.
3. Bouse Dividend Preference. To the extent that any dividends are declared by the Board of Directors of the Company from current
earnings of the Company that are attributable to any dividends paid to the Company by Bouse Gold (“Bouse Dividends”) or Bouse Proceeds
(after deduction of a 5% handling fee), shares of Series A Preferred Stock shall be entitled to receive dividends at a fixed annual rate of Three
Percent (3%) of the Liquidation Preference,, payable solely from said Bouse Dividends or Bouse Proceeds, before any Bouse Dividends are
paid by the Company on its common shares. Such dividends payable to the holders of the Series A Preferred Stock shall not be cumulative. So
long as any shares of Series A Preferred Stock are outstanding, no dividend (other than a dividend in common stock or in any other shares
ranking junior to the Series A Preferred Stock ) shall be declared or paid in any year from Bouse Dividends or Bouse Proceeds (other than from
said 5% handling fee) unless, in each case, the full dividend for said year on all outstanding shares of Series A Preferred Stock shall have been
or contemporaneously are declared and paid from the Bouse Dividends or Bouse Proceeds.
11
4. No Voting Rights . Except as may be required by law and as is provided in this Certificate, no holder of outstanding shares of Series
A Preferred Stock shall be entitled to vote their shares of Series A Preferred Stock.
5. Redemption . The shares of Series A Preferred Stock shall not be redeemable prior to December 31, 2010. On and after January 1,
2011, the Company, at its option, may redeem shares of Series A Preferred Stock, as a whole or in part, for cash, at any time or from time to
time, at a redemption price of Sixteen Dollars (US$16.00) per share plus, in each case, any declared and unpaid dividends thereon to the date
fixed for redemption. In the event that fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the number of
shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as
may be determined by the Board of Directors or by any other method as may be determined by the Board of Directors in its discretion to be
equitable. In the event the Company shall redeem shares of the Series A Preferred Stock, notice of such redemption shall be given by first class
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be
redeemed, at such holder’s address as appears on the stock records of the Company, or by publishing notice thereof in a newspaper of general
circulation in Clark County, Nevada. If the Company elects to provide such notice by publication, it shall also promptly mail notice of such
redemption to each holder of the shares of Series A Preferred Stock to be redeemed. Each such mailed or published notice shall state: (a) the
redemption date; (b) the number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such holder; (c) the redemption price; (d) the place or places where certificates
for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to
accrue on such redemption date. No defect in the notice of redemption or in the mailing thereof shall affect the validity of the redemption
proceedings, and the failure to give notice to any holder of shares of the Series A Preferred Stock to be so redeemed shall not affect the validity
of the notice given to the other holders of shares of the Series A Preferred Stock to be redeemed. Notice having been mailed or published as
aforesaid, then, notwithstanding that the certificates evidencing the shares of the Series A Preferred Stock shall not have been surrendered,
from and after the redemption date (unless default shall be made by the Company in providing money for the payment of the redemption price)
dividends on the shares of the Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be
deemed to be outstanding, and all rights of the holders thereof as stockholders of the Company (except the right to receive from the Company
the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the
Company at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to the holder thereof. Any shares of the Series A Preferred Stock
that shall at any time have been redeemed shall, after such redemption, in the discretion of the Board of Directors of the Company, be (x) held
in treasury or (y) resume the status of authorized but unissued shares of preferred stock, without designation as to series, until such shares are
once more designated as part of a particular series by the Board of Directors.
6. Amendments . No provision of these terms of the Series A Preferred Stock may be amended, modified or waived as to such Series
without the written consent or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Series A
Preferred Stock.
IN WITNESS WHEREOF , North American Gold & Minerals Fund has caused this Certificate to be signed by Ronald Y. Lowenthal, its
President and CEO, this 11 th day of August, 2010.
Ronald Y. Lowenthal
President & CEO
12
EXHIBIT B
TERMS OF SERIES “B” PREFERRED SHARES
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES “B” PREFERRED STOCK OF NORTH AMERICAN GOLD & MINERALS FUND.
NORTH AMERICAN GOLD & MINERALS FUND (the “Company”), a corporation organized and existing under and by virtue of the
Revised Statutes of the State of Nevada (the “NRS”), in accordance with Section 78.1955 of the NRS, DOES HEREBY CERTIFY that:
The Amended and Restated Articles of Incorporation of the Company provide that the Company is authorized to issue 1,000,000,000
shares of preferred stock, par value US$0.0001 per share. The Amended and Restated Articles of Incorporation provide, further, that the Board
of Directors is authorized, to the extent permitted by law, to provide for the issuance of the shares of preferred stock in series, and by filing a
certificate pursuant to the NRS, to establish from time to time the number of shares to be included in each series and to fix the designation,
powers, preferences and rights and the qualifications, limitations or restrictions thereof. Pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Articles of Incorporation, the Board of Directors, by Unanimous Written Consent dated August 11,
2010, adopted a resolution providing for the designation, rights, powers and preferences and the qualifications, limitations and restrictions of
62,630,000 shares of Series B Preferred Stock, par value US$0.0001 per share, and that a copy of such resolution is as follows:
RESOLVED , that pursuant to the authority vested in the Board of Directors of the Company, the provisions of its Amended and Restated
Articles of Incorporation, and in accordance with the NRS, the Board of Directors hereby authorizes the filing of a Certificate of Designations,
Preferences and Rights of Series B Preferred Stock of North American Gold & Minerals Fund. Accordingly, the Company’s Series B Preferred
Stock shall have the powers, preferences and rights and the qualifications, limitations and restrictions thereof, as follows:
1. Designation and Number of Shares. Shares of the series shall be designated and known as the Series B Preferred Stock of the
Company. The Series B Preferred Stock shall consist of 62,630,000 shares and have a par value of US$0.0001 per share. Shares of the Series
B Preferred Stock (hereinafter referred to as the “Series B Preferred Stock”) which are retired, converted into shares of the Company’s common
stock, purchased or otherwise acquired by the Company shall be cancelled and shall revert to authorized but un-issued preferred stock,
undesignated as to series and subject to re-issuance by the Company as shares of preferred stock of any one or more series.
2. Liquidation of the Company or Sale of Investment in Shares of South Copperstone, Inc.
13
2.1 Liquidation Preference Upon (a) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary,
or (b) any sale by the Company of all or substantially all of its investment in shares (the “South Copperstone Shares”) of common stock of
South Copperstone Inc., a Wyoming corporation (“South Copperstone”), the holders of the shares of Series B Preferred Stock shall be senior
in rights to the holders of the Company’s common stock as to proceeds of sale (after deduction of the costs and expenses of sale and a 5%
handling fee, the “South Copperstone Proceeds”) of the Company’s South Copperstone Shares and shall be entitled to be paid a maximum
amount equal to Two Dollars and Twenty Cents (US$2.20) per share (the “Liquidation Preference”) of the Series B Preferred Stock from said
South Copperstone Proceeds. Such amount payable with respect to one share of Series B Preferred Stock, as the case may be, is sometimes
referred to herein as the "South Copperstone Liquidation Payment” and, with respect to all shares of Series B Preferred Stock, as the “South
Copperstone Liquidation Payments".
2.2 If upon (a) such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or (b) such sale by the
Company of all or substantially all of its investment in the South Copperstone Shares, the South Copperstone Proceeds shall be insufficient to
permit payment to the holders of Series B Preferred Stock of the full South Copperstone Liquidation Payments, then the entire South
Copperstone Proceeds shall be distributed ratably among the Series B Holders.
2.4 Upon (a) any such liquidation, dissolution or winding up of the Company or (b) any such sale by the Company of all or
substantially all of its investment in the South Copperstone Shares, after the holders of Series B Preferred Stock shall have been paid in full any
South Copperstone Liquidation Payment to which they shall be entitled as set forth in subparagraph 2.1 above, the remaining net assets of the
Company or South Copperstone Proceeds (to the extent that the Board of Directors declares a dividend), as the case may be, shall be distributed
to the holders of common stock in proportion to the shares of common stock then held by them.
3. South Copperstone Dividend Preference. To the extent that any dividends are declared by the Board of Directors of the Company
from current earnings of the Company that are attributable to any dividends paid to the Company by South Copperstone (“South Copperstone
Dividends”) or South Copperstone Proceeds (after deduction of a 5% handling fee), shares of Series B Preferred Stock shall be entitled to
receive dividends at a fixed annual rate of Three Percent (3%) of the Liquidation Preference,, payable solely from said South Copperstone
Dividends or South Copperstone Proceeds, before any South Copperstone Dividends are paid by the Company on its common shares. Such
dividends payable to the holders of the Series B Preferred Stock shall not be cumulative. So long as any shares of Series B Preferred Stock are
outstanding, no dividend (other than a dividend in common stock or in any other shares ranking junior to the Series B Preferred Stock ) shall be
declared or paid in any year from South Copperstone Dividends or South Copperstone Proceeds (other than from said 5% handling fee) unless,
in each case, the full dividend for said year on all outstanding shares of Series B Preferred Stock shall have been or contemporaneously are
declared and paid from the South Copperstone Dividends or South Copperstone Proceeds.
14
4. No Voting Rights . Except as may be required by law and as is provided in this Certificate, no holder of outstanding shares of Series
B Preferred Stock shall be entitled to vote their shares of Series B Preferred Stock.
5. Redemption . The shares of Series B Preferred Stock shall not be redeemable prior to December 31, 2010. On and after January 1,
2011, the Company, at its option, may redeem shares of Series B Preferred Stock, as a whole or in part, for cash, at any time or from time to
time, at a redemption price of Two Dollars and Twenty Cents (US$2.20) per share plus, in each case, any declared and unpaid dividends
thereon to the date fixed for redemption. In the event that fewer than all of the outstanding shares of Series B Preferred Stock are to be
redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined by the Board of
Directors in its discretion to be equitable. In the event the Company shall redeem shares of the Series B Preferred Stock, notice of such
redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to
each holder of record of the shares to be redeemed, at such holder’s address as appears on the stock records of the Company, or by publishing
notice thereof in a newspaper of general circulation in Clark County, Nevada. If the Company elects to provide such notice by publication, it
shall also promptly mail notice of such redemption to each holder of the shares of Series B Preferred Stock to be redeemed. Each such mailed
or published notice shall state: (a) the redemption date; (b) the number of shares of Series B Preferred Stock to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (c) the redemption price; (d)
the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the
shares to be redeemed will cease to accrue on such redemption date. No defect in the notice of redemption or in the mailing thereof shall affect
the validity of the redemption proceedings, and the failure to give notice to any holder of shares of the Series B Preferred Stock to be so
redeemed shall not affect the validity of the notice given to the other holders of shares of the Series B Preferred Stock to be redeemed. Notice
having been mailed or published as aforesaid, then, notwithstanding that the certificates evidencing the shares of the Series B Preferred Stock
shall not have been surrendered, from and after the redemption date (unless default shall be made by the Company in providing money for the
payment of the redemption price) dividends on the shares of the Series B Preferred Stock so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Company (except the right
to receive from the Company the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares
so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares
shall be redeemed by the Company at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. Any shares of the Series B
Preferred Stock that shall at any time have been redeemed shall, after such redemption, in the discretion of the Board of Directors of the
Company, be (x) held in treasury or (y) resume the status of authorized but unissued shares of preferred stock, without designation as to series,
until such shares are once more designated as part of a particular series by the Board of Directors.
6. Amendments . No provision of these terms of the Series B Preferred Stock may be amended, modified or waived as to such Series
without the written consent or affirmative vote of the holders of at least fifty-one percent (51%) of the then outstanding shares of Series B
Preferred Stock.
IN WITNESS WHEREOF , North American Gold & Minerals Fund has caused this Certificate to be signed by Ronald Y. Lowenthal, its
President and CEO, this 11 th day of August, 2010.
15
/
Ronald Y. Lowenthal
President & CEO
less than 2 weeks left now how ya feeling?
super 8k nmgl needs to happen
wont stop the divi lol
all short too!
ffgo longs on thier game today SWEET!
lets examin this;"common sense tells you shorting a stock for 1 penny has very limited upside .. and no ceiling for down side"
.01 one penny divide by .0001 = 10,000% or 100
ok now .01 divided by .00001= 1000 or 100,000%
limited lol ya right
maybe this short article will help since well ffgo is gold right?
FinanceAndEconomics.Org
Home • Contact us • About us • Services • Articles • Library • Blog
The failure of derivatives regulation of precious metals
The regulatory failure of precious metal contracts in US derivative markets will have important systemic consequences, and nowhere is the problem becoming more obvious today than in silver. Several banks have been running a substantial short position for a considerable time. This position has been permitted to continue because of weak management by both Comex as the principal dealing exchange and by poor oversight from the US Commodity Futures Trading Commission as regulator.
Between them Comex and the CFTC have ignored two fundamental truths about the market. The first truth is that the continual rolling of short or long positions is fundamentally unhealthy, and is indicative of a growing risk of trader default over time. The second is that no market participant in an open outcry system has any commitment to deal or provide liquidity, unlike a market where there are licensed market-makers who have to make two-way prices at all times. There is therefore no reason why such a long-running speculative position should be permitted even for the Commercials (the banks), and their long-term presence, for which there must be a reason, may be evidence of price manipulation.
The weakness in market control stems partly from the separation of overall market functions into management and regulation by two different bodies. The result, put simply, is there is no one in charge. If the Comex’s management had regulatory responsibility it would have been forced to stand up to the Commercials from the outset, because it would almost certainly see the continual rolling of excessively large positions as leading to potential difficulties in time. It would have a duty to investigate price manipulation, because there would be no third party regulator for a large trader to hide behind. Regulation is an integral component of this management function, and a properly constituted market authority is the most effective way to enforce the spirit of regulation as well as the letter.
However, the CTFC is the regulator and it has to satisfy not only its regulatory mandate, but the agendas of those that appoint its senior officers. This politicisation of the role, while perhaps justifiable on grounds of a concept of public accountability, actually provides a channel for the financial establishment to achieve their own undeclared objectives.
It is this suspicion that has helped convince an increasing number of observers that the regulatory system is inherently biased. Only now, after much prompting by GATA and others has the possibility of price-rigging begun to be grudgingly acknowledged. But the critics are up against powerful banks, which know how to tick boxes and so are rarely caught out on compliance and legal issues. They understand the politics of regulation and are well positioned to lobby accordingly. And they know how to play off the exchange against the regulator.
We have theorised over the inadequacies of the regulatory system and must now turn to the facts. The deficiencies of the system have led to the silver market becoming completely polarised. There is a divorce between derivatives, where there is inadequate control over large long-running positions, and the physical market, where there is now virtually no metal for delivery. It has become a dangerous reversal of functions that is now complete: paper silver is no longer priced on the back of physical metal; it is the physical that is notionally priced on the back of paper. The tail is wagging the dog to the point that the free supply of derivatives has led to the metal being driven from circulation.
While the market for silver derivatives may interest only a minority, the same problem occurs for gold, which is a far more serious systemic issue. The separation of functions between market and regulator has facilitated a similar price suppression scheme, totally negating the principal function of derivative markets, which is to provide liquidity by harnessing speculative demand for the benefit of prudent hedging activities.
This simply does not happen for precious metals. The Commercials on Comex are mostly banks that also provide unallocated gold accounts, which they manage on a fractional reserve basis. Their basic risk requirement is for a hedge to offset the effect of a rise in the gold price on these unallocated accounts, so they should be holding long, and not short gold contracts. Unfortunately, the size of unallocated account business is too large to hedge on Comex anyway. Furthermore, the majority of the speculating public are and always will be net buyers when they have any interest at all, so both non-Commercial and Commercials are fundamentally buyers. For this reason the concept of an effective public derivatives market for precious metals is flawed from the outset, and must not be confused with those commodity derivatives where there is a healthy deal flow provided by product suppliers and industrial demand.
For any bank running unallocated bullion accounts on a fractional reserve basis, markets that allow the public to buy gold and silver only increase the price risk to its own position. The temptation to use these markets to manipulate prices downwards, or at least to try to stop them rising is therefore very great, and this is exactly what has happened. There is now an accumulated short position by the Commercials of about 700 tonnes of gold. To this must be added the far larger short position on the bullion banks’ unallocated accounts, and the uncovered sight accounts run by the central banks in the major dealing centres. No one knows for sure how much the total short position amounts to, but we can be certain that the Commercial shorts on Comex are by far the smallest component.
It is the inevitable unwinding of these massive short positions that will have adverse systemic consequences. The unallocated accounts, probably the largest element of the problem, can be closed out for cash under the standard LBMA account terms, probably with a multi-government bail-out. The resolution of uncovered sight accounts at the central banks will be kept a close secret. It is Comex which will probably bear the most visible manifestation of the crisis.
Alasdair Macleod
18 January 2011
yup no bk lol
heres one for ya lol;
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Shortable Stocks
Shortable Stocks for United States
Key Search:
Last updated:Wed, 18.May.11 15:54EDT
Symbol Currency Long Name
HGLC USD Hunt Gold Corp Check Availability
http://www.interactivebrokers.com/en/trading/ViewShortableStocks.php?key=hglc&cntry=usa&tag=United+States&ib_entity=llc&ln=&asset=
yup interactive, they be the source/bottle neck, agree
yes thats incomplete, bk with shares canceled is complete action required for that to playout
ffgo credibility is a demand function think about that
IMAGINE TWO SLOPES ONE UP ONE DOWN, THEY CROSS WHERE THEY CROSS IS EQUILIBRIUM PRICE, SUPLY IS INVERSLY RELATED TO DEMAND . GET IT SUPLY HAS OVERWHELMED DEMAND THEREFORE PRICE IS SUPRESSED
90% ffgo buy is filled with a iou at .0001 true suply is not available price is trulty much higher in double zeros or higher the billions on ask are not real but ious
there is a differance between supling liquidity and drowning the price....gaming the system to protect astronomical short positions they have no choice its been ongoing for years ,every tic doubles thier liability 100%
maybe lol
the supply demand is fales for FFGO try that on for size
the rules have been gamed ,whats the issue that the rules are effective and all encompassing of all criminal activity lol
its all water under the bridge until ffgo divi then what will be will be
to find the truth one only needs the number of shareholders
we have taken a sample from 200 and on average each has 90million shares
pink sheets reports 900 however that only counts brockers and certs or sample is of individual ihub peeps
900 conservative 5000 gives shares out 450billion add debt chang sloan santini half trillion
now at 10,000 bam thats the number
so i ask the question how many individual investors hold shares in broker acounts hmmmmmm most freeekn everybody
lol
like 400billion plus to many; the pink sheets number of shareholders is broker so more like 5000 individual at 90mil plus debt sloan chang =half tril !
either way min 100bil to many max half tril to many
well thiers definatly too many shares
i am interested in any gold on walker trend arizony
Gunpowder Gold Corp. (GUNP) Updates Arizona Exploration Program 0 comments
Mar 30, 2011 2:39 PM
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Gunpowder Gold Corp. issued an update on its exploration and development program in the United States. The company is actively looking for areas that are prospective for gold and other precious metals.
Gunpowder Gold has started the Phase One exploration program at the Dome Rock property located in La Paz County, Arizona. The company expects to have the first results from that program in April 2011.
Phase One involves several different processes to determine the mineral content of the property. Gunpowder Gold is conducting stream sediment sampling on different washes near the claims area, and will test the sediment samples for 34 different elements. The company will use the inductively coupled plasma test on the samples.
The exploration program will also obtain chip samples from each claim area on the property and assay these samples for gold content.
The Dome Rock property is approximately 1,280 acres and is composed of sixty two unpatented mining claims. The property is in the fairway of the Walker Lane Gold Trend, which has produced millions of ounces of gold and silver since being discovered.
i have interest in oatman and little butt as well as copperstone
see map here http://gunpowdergold.com/ yaul are 9mile south
i dont see the conection of bid ask to real or iou
if ya find a reason that fits great
short or no short the divi is comeing down the pike
not if but when
when
win!!! lol
weve had 50% days with no bid not many but a few, i dont know maybe
can you dumb down the reason bid ask equates to real or iou i dont get that connection , maybe i could think it through better thanks
im waitn end june buy more maybe lol
they need to rig it for qe3 how no clue
probly wac dow 2000 maybe
let you chart guys figure that out but im hear to stay
we cleared the bolivia thing thats gooood
now just need the bottum id say add befor sep big news from mex by then ag peso
hit the ask see what happens lol
i hit a sub q penny one time at a buck and it printed one the lehmans anyway didnt stick but sure was fun gave me bragin rights lol
lets start there
that doesnt match either it would be 100%, since no bid ?
golds the key thanks for confirmation
Mr. Brian Kirwin, President, observed: "This permit is a major milestone for Bonanza. With the approval of the aquifer protection permit, the Copperstone gold mine is now in receipt of all major permits. Bonanza and its contractors have commenced construction of the plant and underground pre-development, and the project is on schedule and on budget. With a strong treasury, Bonanza anticipates an exciting year for our shareholders as we bring the Copperstone gold mine into production."
one more thing;royaltys have been reduced,more sweetner
as of last lease renegotiated as I recal