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I would not be suprised by that at all.
Hi Vianna, hope all is well.
I posted this the other evening, tell what you think.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=54305981
G night, Have a great whats left of the weekend everone.
Well, like I said I could have reached a wrong conclusion, but per that quote, thats FFGO talking, not NMGL, I do not recall NMGL telling anything to anyone other than the 8k's to the sec. Also, I do not believe the longs were ever issued shares in either Bouse or S. Copperstone, instead FFGO transferred shares (per an 8k) to be held by Western, for the (longs)shreholders of record (I don't know who actually holds those shares). So I will assume it is Western, and if so FFGO/Western can dispose of those shares as they see fit as long as the proceeds are issued to the SHOR's, which as FFGO stated earlier would come direct from NMGL. At least thats how I interpet how that will work.
JMO
Not really, I think the authorization to sell will be at the corp. level, Do "long" share holders have voting rights?
I had shares for sell at .0001 for three days with no success..LOL My broker told me to try selling at a lower price!!
Not goona happen!!
Good evening FFGO'ers
I was reading up on recent events with FFGO and I realized something that I havent seen anyone really point out yet. Now I may have reached a wrong conclusion, but I don't think so. Anyway, in the last 8k, and the recent FAQ update from FFGO they discussed the terms of the dividened, spelling it all out for us. As with many, I was not particularly happy with what they had to say, But, since we can't seem to sell our shares at .0001 what ya gonna do?. Anyway, you may have noted that they didn't talk about what NMGL is doing, and even said they wouldn't in the FAQ. So I've been trying to figure out what NMGL is up to. Well, we all know NMGL issued an 8k recently telling the SEC that they directed their transfer agent to issue the preferred shares (ours) to Western as payment for their interests in Bouse and S. Copperstone. On the 12th of last month they issued an 8k telling the SEC that they had approved the prefered shares for distribution for Bouse and S. Copperstone. (I've pasted that below). What I had not really paid attention to before was the number of shares approved. 52,085,000 shares of Series A, and 62,630,000 shares of Series B. Why is that important? Well, they have issued 12,096,115 shares of Series A and 29,334,212 Shares of Series B to Western for FFGO's interest per the last 8k. That leaves all the rest for distribution to the other share holders of Bouse and S. Copperstone. Which, when you consider all the delays we have had to endure and still are, leads me to believe that NMGL has in fact been working the deals with the other shareholders simultaneously. In fact, Pete B even said as much in and earlier PR. Now you might say thats a no brainer and I would agree, it is, but it also tells me, contrary to what our concerned usual suspects are saying, that FFGO has not been lieing to us, that this is not a scam, the proof of that will be NMGL issuing 8k's similar to their last, directing the TA to issue to the others for their payment. I also think we will not have to wait very long for this to happen. When it does and FFGO is free to declare the div, We'll see some volume and the stock price will start to move as all the naysayers suddenly realize the prize. As many here have surmised, once Bouse and S. Copperstone are wholly owned by NMGL their gold value will be unlocked and beome a very valuable assets ($971,146,000.00 for both) very ripe for a big gold company to snatch up. I'm thinking NMGL is making a huge gamble that a buyer will quickly present an offer. If they are right, then our NMGL preferreds will hold real value, if their not, well we all have our bags.
All this is speculation on my part, but thats how I read it. I am still going to try and sell off some of my shares just in case, but I'll sit on most of my position and wait for the main event.
ALL IMHO!!
GO FFGO/NMGL!!!
From an NMGL 8k issued 8/12/2010
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On August 12, 2010, the Company's Board of Directors approved a Certificate of
Designations, Preferences and Rights of Series A Preferred Stock for 52,085,000
shares of Series A Preferred Stock and a Certificate of Designation, Rights and
Preferences of Series B Preferred Stock for 62,630,000 shares of Series B Common
Stock. Both of the Certifications have been filed by the Company with the Nevada
Secretary of State.
The Company's Series A Preferred Stock has liquidation and dividend preferences
that apply to future distributions from Bouse Gold Inc., a Wyoming corporation
("Bouse Gold"); the Series B Preferred Stock has liquidation and dividend
preferences that apply to future distributions from South Copperstone Inc., a
Wyoming corporation ("South Copperstone"). The liquidation preference of the
preferred stock is $16.00 per share for the Series A Preferred Stock and $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 Company at any time after January 1, 2011 at a cash
redemption price equal to the liquidation preference.
ITEM 9.01 EXHIBITS
3.03 Certificate of Designations, Preferences and Rights of Series A
Preferred Stock dated August 12, 2010
3.04 Certificate of Designations, Preferences and Rights of Series B
Preferred Stock dated August 12, 2010
I'm not trying to sell because I don't think taht this will eventually pan out, I'm selling because I don't want to wait for it. LOL..Like I have a choice at this point. What ever..I could use the funds to make some other trades.
GLTA
Thanks, I have a firm grasp on the supply and demand priniples, it's the logic being voice about the possible NSS which has me wondering. If the NSP exists which I'm not says dosn't then why are there very few sells being executed right now? I mean wouldn't Shorty be buying up as many trip 1's as possible right now to cover instead of risking the squeeze? Or is shorty still convinced that he will never have to cover?
I know no one is buying as I have had a sell order out there for three days now with no execution.
Dich
GM TLAG fans...new here and just added TLAG to my watch list..Is this looking to have a good bounce in the near future??
Thanks
Can_wait
You seem to have a knoweldable grasp on the FFGO situation..so let me ask you for your opinion on something. What is your thoughts on the current lack of liquidity in FFGO stock, (I don't see much in buys and sells the last few days). Do you see any substantial volume change prior to a record date being declared?
Dich
Yep, that about sums it up!!
I don't recall, ever stating that I was wondering why scams exist. Get off the floor it's dirty down there!
Didn't sloane take a loss on the purchase of FFGO shares?? I mean he paid .0035 a share wasn't it? lets see...the div. as reported is worth .0034 looks like a loss to me.
Yes..make your stock broker rich by selling him your millions of shares for a penny..then someone else can be the SHOR and receive the preferreds...sounds like a plan to me. Or maybe you can just wait to see..after all, there is the chance this will pay as stated, but if not and it turns out it is a complete loss, then you can write it off on next years taxes....works out about the same.
JMO
...perhaps it might come from a cash purchaser??? I think that was also talked about in the FAQ.
Vianna,
Based on the FAQ when do you think they will declare the div.?
My answer to that is as I wrote earlier (pasted below) That there is no way to tell as it seems we will be waiting for NMGL to buy out all the remaining Bouse & S. Copperstone shares from whomever prior to FFGO issuing the distribution ofthe A & B's. Whats your take on it?
Posted by: Dich Date: Wednesday, September 08, 2010 2:20:47 PM
In reply to: tmsocha who wrote msg# 159692 Post # of 159719
The FAQ states that the div will not be declared until NMGL aqqires the balance of Bouse and S. Copperstone. Yet according to the 8K issued by NMGL today, They ordered their transfer agent to issue the prefered A&B shares to Western for payment. So Am I correct that FFGO will simply sit on the shares till when ever Ronnie (NMGL)finishes doing his whatever, which could be forever from now?? Why can't FFGO declare the div. if they already have the shares from NMGL??
LOL...Don't ya know it.
The FAQ states that the div will not be declared until NMGL aqqires the balance of Bouse and S. Copperstone. Yet according to the 8K issued by NMGL today, They ordered their transfer agent to issue the prefered A&B shares to Western for payment. So Am I correct that FFGO will simply sit on the shares till when ever Ronnie (NMGL)finishes doing his whatever, which could be forever from now?? Why can't FFGO declare the div. if they already have the shares from NMGL??
I feel like it is Halloween, I'm holding out my "BAG" Wondering if it is a Trick or a Treat??
FFGO:::NMGL Issues Prefered A & B Series stock to Western
NMGL 8K 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) September 8, 2010
NORTH AMERICAN GOLD & MINERALS FUND
(Exact name of registrant as specified in its charter)
Nevada 333-141426 N/A
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
848 N. Rainbow Blvd. # 3003, Las Vegas, NV 89107
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (702) 635-8146
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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))
<PAGE>
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 8, 2010, the Company directed its transfer agent to issue to
Western Diversified Mining Resources, Inc. ("Western") 12,096,115 shares of the
Company's Series A Preferred Stock and 29,334,212 Shares of the Company's Series
B Preferred Stock. These shares were issued in payment of the purchase price for
Western's 23.22% shareholding in Bouse Gold Inc. and Western's 46.84%
shareholding in South Copperstone Inc., the acquisition of which closed on
September 8, 2010.
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.
NORTH AMERICAN GOLD & MINERALS FUND
/s/ Ronald Yadin Lowenthal
-----------------------------------
Ronald Yadin Lowenthal
President and Director
September 8, 2010
2
</TEXT>
</DOCUMENT>
Timetomakemoney
I think that this forth comming divy does not include the historical Div. If I understand it correctly, the "Longs" waiting for the historical div. will receive the current div (if they still own shares of FFGO), plus another one in a seperate deal when NMGL purchases the shares of Bouse and S. Copperstone that are held and registered to the shareholders of record for that div date. Have you or any other long been contacted by NMGL or Western, or searchlght about this?? Just curious..If I have totally misunderstood the way it is supposed to pan out let me know.
Good Morning V, hope you had a awsome weekend. Am looking forward to a profitable week heer at FFO.
Keeping my fingers crossed!!
Dich
Seven,
This explans (I believe) the possible short squeeze that could take place if you and V are correct and there is a NSS short position. If your right it could be huge. IMO
GO GO Gadget FFGO GO!!
Corrected - Conforming to Federal Register Version
SECURITIES AND EXCHANGE COMMISSION 17 CFR PARTS 200 and 242 [Release No. 34-60388; File No. S7-30-08] RIN 3235-AK22 Amendments to Regulation SHO
AGENCY: Securities and Exchange Commission. ACTION: Final rule. SUMMARY: The Securities and Exchange Commission (“Commission”) is finalizing amendments to Regulation SHO under the Securities Exchange Act of 1934 (“Exchange Act”) by making permanent amendments contained in Interim Final Temporary Rule 204T (“temporary Rule 204T”) of Regulation SHO, with some modifications to address commenters’ concerns. These amendments are intended to help further our goal of reducing fails to deliver by maintaining the reductions in fails to deliver achieved by the adoption of temporary Rule 204T, as well as other actions taken by the Commission. In addition, these amendments are intended to help further our goal of addressing abusive “naked” short selling in all equity securities. These goals will be furthered by requiring that, subject to certain limited exceptions, if a participant of a registered clearing agency has a fail to deliver position at a registered clearing agency it must immediately purchase or borrow securities to close out the fail to deliver position by no later than the beginning of regular trading hours on the settlement day following the day the participant incurred the fail to deliver position. Failure to comply with the close-out requirement of this final rule is a violation of the rule. In addition, a participant that does not comply with this closeout
requirement, and any broker-dealer from which it receives trades for clearance and settlement, will not be able to short sell the security either for itself or for the account of another,
unless it has previously arranged to borrow or borrowed the security, until the fail to deliver
position is closed out.
EFFECTIVE DATE: July 31, 2009.
Yeah!! Not bad considering how the usual suspects would have anyone believe that NMGL is another worthless Lumb shell incapable of redeaming the div.
whats that I read??? NMGL market cap 810 Mil.??? Hmmm.
sure make me a believer of the whole scam theory.
LMAO
FFGO::: NMGL just traded @ 13:46:59 for $2 share.
No promise that I'm aware of...and they have not scammed me out of any money. I bought shares through my broker, I still have them, the money went to my broker then to whom ever my shares were purchased from. was that FFGO?? who knows, who cares?? If you have proof that FFGO is a fraud then put it up and show us! Other wise your just full of hot air!!
If I loose then so be it..it was my risk!
Yep Rocket Man...We can chalk up another lie and or a broken promise to FFGO...no PR yet...but wait!! did FFGO promise or state that they would issue a PR or a 8k today??? hmmm
quote]Just unfulfilled promises, and more excuses[/quote]
Ya know, I've read a lot of FFGO 8k's and PR's and I do not recall them using the words "I Promise" or "we promise" so exactly what promise are you refering to?
Thanks V, I'm looking forward to the Q&A update as well.
As far as your answers go, I just think it a bit odd that I would not be allowed to sell my shares at a lower price than the liquidation price prior to Jan. if I wanted too.
Hopefully today will be the day to find out for sure.
GO FFGO/NMGL!!!
7 10 11 or Vianna, Good morning.
After looking at the statements from NMGL (see below) I must ask what may be a stupid question, regardless I need a little claification. I have never dealt with anything but "common stock" never have I had preferred shares before. Perhaps that don't matter, I don't know. Anyway, I do not see anywhere in the release that states the shares are restricted. It only states that the shares may be redeemed by the Company at any time after January 1, 2011 at a cash redemption price equal to the liquidation preference. So does that really mean the shares are restricted, or can I sell my shares on the market? Also, will the preferred shares be affected by the value of the Bouse and S. Copperstone interests should the price of gold continue to rise? I mean they could possibly be worth a whole lot more in January than what they are being issed at now. I guess the value could go the other way as well. Anyway..you have any thoughts on the matter??
Thanks
The Company's Series A Preferred Stock has liquidation and dividend preferences that apply to future distributions from Bouse Gold Inc., a Wyoming corporation ("Bouse Gold"); the Series B Preferred Stock has liquidation and dividend preferences that apply to future distributions from South Copperstone Inc., a
Wyoming corporation ("South Copperstone"). The liquidation preference of the preferred stock is $16.00 per share for the Series A Preferred Stock and $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 Company at any time after January 1, 2011 at a cash redemption price equal to the liquidation preference.
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.
What time was that trade? My Scottrader shows the last two trades was at 10:18 a.m. 9m & 1 m each.
Thats interesting...I placed a sell order thru scottrade for .0002 this morning at 10:28 am...and your L2 does not show a any at .0002
GM Vianna,
Actually the closing is set to finalize by no later than August 31 is on schedule and will complete by the announced date.
So it is possible that it could close today!! LOL...not that FFGO has done anything earlier that anticipated. There could always be a first!!
Go FFGO!!
I'm sure everyone here has read all about Mr. Lowenthal before, but if not here is alittle background info on him.
BACKGROUND*
Ronald Yadin Lowenthal has been the Chief Executive Officer at Elko Ventures Inc. since July 2009 and its Chief Financial Officer & Secretary since August 14, 2009. Mr. Lowenthal is a specialist in Corporate Finance, in the structuring of IPO's and in fund raising for Mining Exploration Companies. Since 1999, Mr. Lowenthal was a founding director of Incentive Holdings Ltd. and Incentive Securities Ltd., a South African based Financial Services Group. From 1982 to 1999, ... Mr. Lowenthal served as a Financial Consultant and as the Compliance Officer to family owned, Lowenthal & Co, a South African based Stock Broking, Corporate Finance and Fund Management company specializing in obtaining mining concessions for exploration, and obtaining and assisting a significant number of Mining and other companies with their obtaining quotations on the Johannesburg Stock Exchange. From 1972 to 1979, Mr. Lowenthal served as an International Merchant Bankerwith Scandinavian Bank in both London and in Singapore, Amex Bank in both London and in Hong Kong, Rothschild Intercontinental Bank in both London and in Hong Kong and with European and American Bank in New York. From 1979 to 1981, Mr. Lowenthal was involved in Diamond Mining and in Diamond Trading on an International basis. He serves as a Non Executive Director at Hunt Gold Corporation. Mr. Lowenthal has been a Director of North American Gold & Minerals Fund since July 2009. He served as a Non Executive Director at Prime Time Group, Inc. In 1971, Mr. Lowenthal earned a Masters of Business Administration degree from the Wharton Graduate Division, University of Pennsylvania, USA and in 1969 earned a Bachelor of Arts (Hons) degree in International Relations from the University of Sussex, England.
http://investing.businessweek.com/research/stocks/people/person.asp?personId=43225403&ticker=NMGL:US
Sounds like our man.
lol, I placed a sell order for 3050500 shares @.0002 anyone daring enough to go get em?
I agree with you on that, but my point was/is that the statement made that NMGL does not have the means to make this deal are false, and misleading. Most of our concerned folks like to pretend they are warning us about false and misleading statemnts fom the company. If our concerned folks can show evidence that their statments are true then they should back them up with solid DD and proof.
If NMGL does not have the value, then why is the fund sitting at $1.80 a share??
JMO
I guess thats why the purchaser has a martket cap of about 730 Mil.
yep no value there.
I don't...Whats the difference?