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Still seems some people optimistic, and will imagine scenarios however improbable that support their optimism.I like the one about secret creative financing solutions that bear no reality to the marketplace such as it is.
Anyway story hasnt changed, company with no cash flow and dependent on equity and quasi-equity financing ends up with convertible notes- and inability to generate demand in excess of increasing supply of shares.
What rapid dilution, 154 million to 270 million in a heartbeat.
What I find interesting is timining of this reverse, must be something up.What I am curious about is why s8 filed before the reverse and not after.
Since the mill takes $3 million to open, if they receive the permit without conditions ths year, the only probable outcome I can see is company seeking a strategic partner who could take over things.
Either way shareholders have lost. I find it also curious for some reason it seems some people have confidence in their revenue projections.
Interesting company.
Good to see company not going overboard, could be a survivor in this sector.
This company apears to be slowly but steadily laying the ground work for future growth. Better it is done step by step, so when the market for mining equities turns they are ready.
I guess I must admire in face of this company and the CFO's track record the continued optimism that someone might invest serious money in this company at this juncture is curious.
First, we have really very little to base probabilities on due to the lack of transpaency at this company. I have posted all the reasons for this opinion before and get chastized for repeating myself so I wont ( though often I just repeated myself in response to other posts).
So let's say I am wrong, that there is enough to interest a serious investor or "strategic alliance" ,someone who needs a mill.
Second, if someone invested for that percentage ownership once they went over 10% they would be a "control" person and subject to 144 rules absent a registration to be able to sell shares- that means holding for 6 months, then per quarter 1% of outstanding shares or of volume ( forget whether 1 week or a month's volume). Even if they had a covenant no more shares or convertibles to be issued, I ask you : would you buy $10 million in shares of this company ?
Their revenue targets sound nice, for me considering unanswered questions I have posted before, now this second reverse ( I had thought would be later in the year), I am a bit unsure whether an objective person would look at this company's track record and filings and come to the conclusion one could have confidence in the CFO being able to meet those revenue targets.
Something is up but I cant guess what it is yet. But since shareholders wiped out with the second reverse, maybe only option left is to let another company take over the mill arrangements and keep a small royalty for CGFI. Dont know why someone would think they would go private as would be even harder to raise funds then, and pay compensation. They cant afford cost of BK filing, and you only do that if (a) cash flow and assets to protect OR (b) avoid lawsuits ( who would bother to sue this company when no cash to pay out?).
No surprise the reverse as I mentioned this possibility some time ago, what is surprising is it came so early .
All the numbers there for anyone to see, per quarter burn rate X convertible discounts.
One option, they go back to the well and just start a new round of convertibles, though a bit odd reverse would be that steep, i.e. convetible buyers like volume- key would be whether all the past convertibles already converted.
Second, somehow CFO has or believes he can get private placement investment. So if old convertibles used up, he needed to get higher price to attract private placement investors. It is very very difficult to place sub penny stock with brokers now, especially with a DTC chill. Though in my opinion track record in the past, and what I find overly-promotional press releases and lack of transparency, will make for example 506 ppm hard to imagine in this market.
Third, which I believe almost impossible, is to get bank financing. I cant imagine any bank lending to this company for reasons already posted.
Fourth, which I havent though through, is some relation to the rcent s8 filing.
The trading and prices prior to this announcement ae a bit suspect in my opinion- s8 filing, price firms, then wham another reverse. Something up but not apparent yet.
I believe under Nevada corporate law to do such an action by majority consent, which CFO has the voting shares, to do such a reverse requires them to reduce the authorized without a shareholders' meeting, but of course he also needs to go right back and authorize an increase to prepare company for the next round of convertible financing.
You hit the nail on the head, fantasy about creative financing bucking all trends in the banking and mining sectors. No bank will touch this company in its current state in this current regulatory environment. Even five years ago would have been hard enough without probable and proven reserves.Private Placement not probable with the convertibles out there, sub-penny status, and DTC chill ( try finding a broker who will accept a sub-penny stock certificate : as far as I know there are only three who will take any more).( I have no idea where the convertible guys place their stock).
Interesting the timing- if you recall discussion had they used up existing convertibles, then I also wonder a bit about the rapid two week increase in shares.
So wonder if CFO thinks this move will generate some PPM money if convertibles now settled, or back to the well with new convertibles.Something must be up to take this move at this time.
I feel bad for people who bought before the 5000 to 1 reverse, then decided to average down thinking another reverse not coming or massive dilution.Yet track record apparent so shouldnt have been that big of a surprise.
If I understand 8k this wil not be effective until FNRA appoves. Also very interesting the comment about physical certificate needs to be replaced- I wonder how this effects a stock with a DTC chill.
Just earlier this year some people were arguing it was premature to discuss a reverse, and counter-productive to discuss.
You are the moderator and if those are the rules so be it. Of course as you say this applies to everyone who may post on the same subject more than twice in one day.Kind of interesting,as it means I guess I can receive a barrage of comments on my posts from more than one person more than twice, but I can only respond on the same subject twice.I also find some posts annoying by the way, but I would never dream of restricting someone's message as long as it didnt attack someone personally, just because I didnt like the message.
Anyway thanks for updating me on the rules which I obviously did not understand clearly.
While I disagree that my question has been addressed , since my posts now being deleted and as you have pointed out as moderator that one should not post more than once a day on the same subject I will endeavor to follow those rules.
No doubts here on that score, one would certainly expect Rice with his experience and involvement with the SME to know full well the importance of following MSHA rules, especially with the system they have put in place the last 10 years on how they calculate fines etc. which is much more costly than it used to be.
I find it breathtaking this commentary which avoids the issue in my opinion (a) they claim to be following the guidelines (b) then in press release they dont follow them. That has nothing to do with whether they file the report or dont, they disregarded the guidelines if you prefer that word to violate- and I agreed if impression I gave was that they would have OSC problems then perhaps I should have used the word disregard. ( Though sometimes the OSC or BC Securities commission can put out a cease trade order on a stock even if not traded on Canadian exchange).Anyway to me the wording the OSC used comapared to the CGFI press release is fairly clear- and no response has addressed this directly.
I have no disagreement that it is a plus that they are a reporting company. I do think they "over-hype: their prospective properties stating or giving the impression they may be worth $200 million +. Will be quite fascinating if ever released what the NPV is for these properties.
Good point about due diligence on any pre-revenue mining company, all very speculative.
I am in agreement that if the report wasnt filed with the particular regulators in Canada, which it doesnt need to be, then not a violation, and in any case they called it a preliminary report ( odd wording , it either is or isnt compliant), But with all respect you do not answer why something the OSC considers a red flag is included in their press release which claims the report was prepared accordng to the NI43-101 criteria. I guess I am missing something- it is to me a simple question which in all these posts you havent answered.
Yea you are right I am wrong ,as I would have expected the stock price to be lower this month than it is.Also interesting these pink sheet sub penny stocks !I am a bit surprised at the buying at thse levels in this situation.While I may doubt they will be re-activating the mill by September, guess a lot of people must think it is probable.Time will tell !
Heaven help anyone who has the audacity to ask for an explanation about anything possibly negative concerning CGFI !
No disagreement that the OSC did not specifically comment on CGFI, and if my wording indicated such I should have been more precise.Thanks for pointing that out.
In my opinion there is nothing subtle about OSC's blanket statement I posted about the type of disclosure I brought up, nor in my mind any possible other interpetation of the company quoting such values without disclosing estimated CAPX and extraction costs as the OSC recommends.
As far as other NI3-101 guidelines if one as basic as I mentioned casues such reactions, I am not sure would be productive to go through more on the issue as the basic principle of whether they complied, or complied well, and on many of the issues there isnt a lot to go on except the press release.
As an aside I do not claim to be an expert on NI43-101 preparation and reporting, but yes I have gone through the requirements especially as I have speculated in Canadian mining stocks.
The SEC has limited resource but eventually they do review SEC filings of all companies from what I understand every 3 to 4 years. The act they may not have communicated with the company yet doesnt prove anything.To the company's credit they do file a whole laundry list of risk factors in the annual 10k which while boilerplate do cover a lot of contignecies.
Again, the issue fairly simple- OSC recommended guidelines state it is a red flag a company that promotes value based on estimates of metal in the ground absent extraction costs and CAPEX. the company did this in a press release which claimed the report was prepared according to NI43-101 guidelines.no one can explain to me why this is ok. it may not be as important as i think it is as anotehr indicator regarding ther disclosure policies, but i see no way around the violated those guidelines. why not just answer the particular issue
I have no problem admitting where I make a mistake or incorrect assumption, and I woudl welcome your expalnation of how the company was correct in their press release on this issue.
actually spread quite narrow it seems at .0014 to .0015. got to admit the steady volume maybe proves my commenst wrong about there IR, I would have expected stock to be lower by now.
The continued volume though is interesting, maybe their press releases have more of an effect than I realize.Somebody is buying even though price trends down.
I think important to maintain a civil dialogue, and get away from painting everyone's position either as pumping or bashing the stock but simply advancing our knowledge so everyone can make their best decisions.
We simply disagree, to me it is not positive they dont follow guidelines they claim to follow, and very relevant for a projected valuation the estimated extraction costs and CAPEX required- if I buy a house for $100,000 I certainly want to know what it costs to make it livable or have an estimate. Same thing with the mill- if $100,000 to re-activate is one thing, they state $3 million which is another.Last, and I agree perhaps a very subjective opinion, these what I consider overly-promotional press releases dont seem to do much good anyway.I may be wrong though as there is continued volume in the stock.
You continue to not address the issue. My point was not that they violated securities laws in Canada but that (a) they claim to be following I43-101 criteria yet according to OSC they do not (b)OSC considers it a "red flag" their disclosure of a value of assets in the ground without extraction costs or CAPEX .
Second, have you read SEC Guide 7 ? Certainly the type of recommended disclosure in the USA they do not us that format nor report what is recommended in that guide, though perhaps since they dont own the property in question they feelnot necessary.I havent looked it up yet but it would surprise me that in the past teh SEC hasnt issued some comment letters about promiting metal in the ground values.
Third , it is company that said report was prepared according to NI43-101 criteria, so why inappropriate to take them at their word and ask if the report actually was prepared according to that criteria.
Four, I already responded that I wasnt questioning Rice's experience as I am giving him benefit of the doubt he didnt sign off on that release.
If you feel it is reasonable to promote a $200 million + value without accounting for estimated extraction and CAPEX ( which press release implies they have claculated) we can agree to disagree.
If a company puts out a press release that(a) a securities regulatory body considers a "red flag"(b) claims is folliwng NI43-101 guidleines but violates one of those guidelines(c) follows a pattern of selective disclosure of not including key data for investors; the combination to me does produce questions in my opinionwhich are valid.
If I understand some of responses to my post (a) no reason to consider this news or any news that might not be positive (b) or immaterial discussion of their claim of $200 million + in value (c) question motives of person posting on a forum for people interested in this stock.(d) why address the issue raised.
Will be quite an interesting few months then ! I am not sure the industry trends show they can raise $10 million but will be quite interesting to see how they propose to do this !
PS.Let us look at in another way, I may think it is a 1 in 1000 chance they can raise $3 million, keep the share count under 600 million this year, spend the money before September , and get the permit, and have ore to feed the mill by September.And what I consider silly if not misleading press releases I dont think helps the company raise the sort of money they themselves say they need.
You may think it is a 1 out of 5 chance looking at the same information.
So it would seem we can look at the information trying to determine what is fact, what is probable or what is improbable.One can also look at the track record of delivering value for investors and have an opinion whether the track record shows a plan can be conceived and implemented successfully- or were there mitigating circumstances. When I see silly overly-promotional press releases it raises some doubts in my mind.
So what is your current opinion-can they raise and spend $3 million before September ?
I am not sure I understand the connection between the annual SME meetings and raising credibility amongst investors.(The SME conference is probably the last place one would want to promote a stock !) Though admittedly with the poor market for mining equities plus all the convertble debt outstanding it isnt a surprise the stock price is dropping- but isnt building demand in excess of supply for the stock part of management's job ? Has their marketing strategy and implementation been successful the last six months? It hasnt for the stock price but there is still regular volume that gives comfort to the conevrtible note holders.
It seems the issue is being avoided that I specifically raised- I posted the OSC comments about a "red flag" that their press release exactly contains. Why not address the issue ?
Yes the CFO normally would not be expected esecially without industry experience to know the technical aspects of the NI43-101 report. However typically in a company this size CFO dealing with compliance issues, and involvement in IR etc. Unless I am mistaken it is CFO dealing withese issues. Having a minimum familiarity with disclosure issues wouldnt take that long.In any case, if my opinion is wrong about the company and its credibility please explain how their approach the last 6 months has been a succes ?
Ok so what I am to tell Rice ? If he knows NI43-101 disclosure requirements he certainly wont tell me he left in CFO's hands the press release since it is common practice qualified person must sign off on the press release.If he doesnt know then what possible reaction in a productive way could one expect ?
In any case why not deal with the issue, and what it might mean to investors both specifically and in general ?
The SEC rules petty clear about the holdng period- but a lot depends on the day they converted due to the manner the discount is calculated. The s8 shares another factor.
As far as SEC regulations all SEC reporting companies are subject to the basic rules on 8k disclosure. The larger market cap companies have extra reporting requirements but the USA based on a disclosure system- material events need to be disclosed. A $50,000 convertible note arrangement I have no doubt for a company this size to be considered "material". I would be curious what restrictions as a pre-revenue company they wouldnt be subject to.By the way though SEC doesnt review every filing, if I recall they rules changed a few years ago that every company at least every 3 or 4 years SEC has to review their filings- if they do, I am fairly certain SEC engineering office will require some retractions or amended 10q's.
Their funding arrangements you mention , though they may use different descriptive names, pretty standard convertible financing arrangements as far as I can see, though I didnt look at underlying documentation which I assume was filed.Well, I guess most companies would be happy if regulations were based on their ability to comply. Probably takes CGFI at least $50k if not $85k per year just to comply with various SEC reports.
good volume tody, stock should do well, just a bit of patience.
I am following NEM,HL,FCGD and GROC as my main four precious metal plays. market will return , may take a few months.
With all due respect , what is the point ? Knight didnt sign off on a NI43-101 report, and no one as far as I know questioning their expertise.
Yes lets read the PR's thoroughly since my principal point being ignored. (a) They reported value based on metals in ground without extraction cost or CAPEX (b) OSC recommended guidelines for reported NI3-101 information specifically advises against this, and indeed call's it a "red flag" for investors- I posted the exact language.
I did not question Rice's experience though older American geologists and engineers sometimes not familiar with particular intricacies of NI43-101 reporting requirements.NI43-101 standards developed from those of the CIMM,which has some differences from the American SME. Canada,UK,South Africa, Australia all have very similar guidelines and standards which their exchanges either accept or provide as guidelines- in the USA the SME standards dont have same regulatory presence because the SEC provides only the brief SEC Guide 7 guidance.Read the Guide 7, it is very brief, and comapare to the company's 10q and 10k filings.
Yes you are correct they state based on "available" information ( old reports or new work conducted ?), and yes you are also correct they state they have made an assessment of what could be economically extracted ( yet they of course dont release key details).
I havent seen the full report ( I doubt we ever will), but I dont think unfair if they say prepared according to NI43-101 criteria to want explanation when it doesnt.
Hi Les,
1 Re Convertibles : There is a difference between converting, and converting to free trading stock. Pure and simple the SEC rule is 6 months.
For services performed unless covered by an S8 or otherwise registered, same rule , 6 months.
For accounts payable a bit of a grey area, if six months has passed since the bill some companies will take the position free trading shares can be issued- but more conservative companies will still stick to 6 months after shares issued.
2. re : 8k Filing- As a SEC reporting company ( forgetting whether BB or QB) any material event needs to be reported, and in particular one involving equity. It is hard to imagine how a convertible note of say $50,000 + is not a material event for this company.I am curious though if they have used up prior convertible note arrangements, how is next requirements to be provided.
3.Re story for investors : No doubt they have a story for investors. I just wonder how credible they will come across and how they will address ore for mill and any other issues.
4.Re : Funding. yes they require more funding, I cannot imagine how raising $3 million will not result in massive dilution.
Hi Les,
1. Immediate convertibility- the buyer of the convertible note must wait 6 months before they can convert.
2. Current Funding- Kind of interesting, looking at their "subsequent event" footnote,and what was left to convert ( which you rightly pointed out there was in the prior 10q indication of an arrangement for further funds which now appears used up), it seems they need a new convertible funding arrangment right now- which if "material" would require an 8k filing.(Maybe knowing what current outstanding shares are would give some clue on current funding arrangementsz).
3.Obstacles- Besides the permit they would need to provide an investor group (a) where would mill feed come from (b) confirmation existing liabilities of the company wont interfere with distribution of cash flow (c) if quasi-equity some comfort that the discount granted makes up for the risks.(d) of course reasonable projections.
4. what they have raised- (a) I do not think unreasonable to expect based on past 10q's the company needs $100,000 to $150,000 per quarter (b) the company itself has indicated it will take $3 million to re-activate the mill. Maybe you are correct soem of what they have raised is gong towards the mill, but fact remains compay itself in the most recent 10q said $3 million necessary.
It seems obvious share price will trend down during this period, the outstanding shares will balloon, and very unlikely they can raise $3 million in time to their projection of the mill in operation by September. If I understood your prior post they are not predicting profitability in September, so that means more working capital required in the fall.
For him to be considered having a "good handle on it" for me would require an explanation of why when very very clearly their press release violated the recommended disclosure by the OSC.
Second, no one could expect the CFO to understand fully the technical aspects of NI43-101 preparation-even experienced American geologist not familiar with general practice of the exchange geologists or CIMMM practices can make errors in such reports and they have to be amended. But certainly CFO could be expected to spend a few hours reading the guidelines, how other companies report NI43-101 data, and use the SEC Guide 7 format better. The exchange in Canada also has a circular on best press release practices.
I originally questioned how the company could report $200 million in value without disclosing costs of extraction and CAPEX required. I later found in a few minutes on the internet the OSC guidleines on the matter.
It will be interesting if more information released thewhoel issue of whether resources are historic, or current- and certainly nothing indicates they have probable or proven reserves as far as I can see.
Well, I am sure we all look forward to hearing about the "secret plans" !
What next ?
Good point about the center of the world mentality. Kind of like education- if US is 27th in the world in high school math , a school saying they surpass US average schools just puts them a notch above , maybe 26th in the world ! Yet school brags about their quality education.One can be patriotic but still be realistic !
In mining world US way behind, Canada has eaten our lunch by beung supportive of a mining industry, and having guidelines on disclosures.
I think though this company making a serious mistake how they are approaching the NI43-101 issue. first they cant get listed in canada so it is useless for that reason. second, what is use of doing a NI43-101 report when one violates the recommended disclosures in a press release ? third, since company seems determined to not disclose key facts, why try to do a report that if public gets a hold of will disclose the very facts they avoid disclosing ? four , if they do release report( which is extemely unlikely in my opinon) since it usually contains information SEC frowns upon a public company releasing, they could be embrolied in all sorts of SEC coments letters from their enginering office. If nothing else more costs and bother for the company.five, press release announcing the "preliminary" report certainly didnt benefit stock price.six, the more overly-promotional press releases they put out, the less a serious buyer will be interested in the company.seven, either they dont understand recommended guidelines for preparing and disclosing infromation from NI43-101 reports- or they do and just desperate to try to maintain volume in the stock. Either alternative not very appealing.
I agree that a US mining company should consider international standards,and global investors- one of reasons I suggested perhaps CFO should study how Canadian companies report data or get someone to advise him on IR.
Just hoping the mill goes into operation ,against any information that leads to the probability of this happening in 2013, I guess is a true speculative position.
If they are so close, what is status of the $9 million in orders ? Even if they get mill in operation, if they have to raise $3 million at these prices, how much value will there be for shareholders ? What does the $9 million even represent ? Gross value of metal processed ? Suppose they dont get permit until September, what will share price be then if they have to raise $3 million ? 37% gross profit- off what ? gross value of metal processed ? Off their commission for processing ore ? Or ?
So many questions, will be interesting to see answers this year.I know I know, I ask for too much "detail" and company has secret plans in the works to delay with all the issues.
Les, you are right there is an element of guesswork and speculation in trying to understand this company- but my opinion is that the idea we know so little is that the company is being conservative doesnt match up with what I considerly overly-promotional press releases with selective disclosure. Hardly I think a pattern of being "conservative".It seems they would be shouting from the rooftops any progress.
Yes I dont think they they are raising $10 million + soon, let alone $3 million, and that means no mill operating in September regardless of what happens with permit. Actually in a strange way getting the permit could be a negative- at least now the company can blame the permit for poor stock price performance !
There is something I dont understand about the expectations/hope the price will go up 5 times because of a press release that they have been granted a permit without conditons.
-Company announces they are buying $200 million in assets for a few million.
-Company announces a NI43-101 report ( which they dont need in this country anyway), or a "preliminary" report prepared using NI43-101 criteria- and then with statements that the OSC states are "red flags" in their press releases .
-Then date for closing deal to buy these assets rolls around, and not a peep until 10q almost a month later.( so much for timely material disclosure).
Stock trending down steadily for months.
Now ( if they get in 2013), the concept is that if they get the permt without conditions ( forgetting that raising $3 million-if they could- would drive their share count well north of a billion shares), their type of overly-promotional press release would drive the price up several hundred per cent ?
Hi Les,
Preferred Shares- Conceptually this would be a financing tool that would protect common shareholders.so looking at this possibility (a) do they have the funds to prepare such an offering and is there indictaon in the market there is a strong demand for junior mining equities at this time (b) Do they have the goods sufficient for such a capital investment, such as an independent reserve pre fasibility or feasibility study etc ? If their projections correct that it will take $3 million to activate the mill, $3 million + to purchase the properties , pay the underwriter 7 to 10%, then $10 million probably not enough counting development costs.
I really dont see this happening, and if it does then ompany probably become a mine finance hosue as there are many companies in Vancouver looking for such funding.Just my opinion but there doesnt seem a lot of appetite out there for financing sub penny juniors with DTC chills. Maybe you are right that they have such great numbers and since they are not "promotional" they are just being conservative. I am not sure where this impression would come from judging their recent press releases,but I fully admit there is this possibility.
Historic Resource- The data they seem to be principally relying on is historic data from the past, and if they claim to be following NI43-101 criteria they would need to follow CIMM standards. For reserves may steps need to be taken, for example acessing underground to judge rehabilitaton and devlopment costs, probably additional metallurgical tests etc, CAPEX estimates etc etc.It is not a question of just some filing fees.Ok fair enough, if there last 10q's indicate they are furiously working on such things and have had the cash to do so, and retain an indpendent firm to prepare a pre feasibility report,and they are so conservative not to announce since things, then I could be completely wrong in my assumption that they are working with historical resource estimates at present.
There are companies who have gone into production withoute stablishing reserves, usually pretty risky in this industry. Endeavor Silver did this several yars ago and it worked out well for them- but that was in a strong market for junior mining equity financing.
I dont think I expect too much detail, if you look at other pre-production companies making such projections, and claiming to be using NI43-101 criteria, they release much more information than this company does. The reasoning that this is a marketing strategy or they are being too conservative I dont see but several others do so perhaps time will indicate my assumptions in error.
I am not sure if some on this board watching the junior mining equity market but not much money being raised for projects these days.
There are claiming resources( I assume "historic" resources") but they will have to spend money to get into reserve category- then development funds and working capital, let alone funds to purchase the projects. I would hazard a guess they could not raise $10 million in such a situation before they have reserves,i.e. a feasibility study. We dont have much to go on as their disclosure either selective or incomplete.We dont even have a prelimianry economic assessment giving projected NPV, IRR or current full estimated CAPEX required.
So they raise $10 milion- if $3 million to re-activate mill, $3 million to purchase projects, then $4 million left. If $3 million to re-activate the mill, can you imagine costs of getting resources into reserve category, conducting udnerground development work, purchasing equipment, then working capital to sustain operation ? Plus how much time and money to deal with permit issues.LHD equipment can be pricey,probably $1 million minimum if they went trackless,and any shaft repair can easily costs $1,000 a foot.A feasibility study can easily cost $50,000 to $200,000 and take months to complete.
Good test though if serious investors would accept their story though.Maybe it would have to offer 10% plus pecentage operating profit interest, plus conversion feature.I guess one way to consider this scenario is has there been in the last 12 months a pre production sub penny stock that has raised funds in this manner ?
Conceptually of course your right, if investors accepts their projection, there should have been someway to structue a deal to get required capital etc. Issue is whether company has credibility, and second whether the projects themselves can support such projectons.
Why would company ship concentrate to Hecla in Idaho as opposed to smelter ? Or if they were to ship ore then why have a mill , and where would ore come from anyway ?
I really dont understand, shareholders cant ask questions ? Try to gauge possibilities ? What is wrong with such discussions ?