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You are right CopperKen. The APA did finally close. Despite what was said on the CS Mining website several days ago the close did not actually happen until now.
I have talked with a member of the BOD and they are glad the close finally happened. The pending close has left them unable to really make any public statements for a few weeks. They are glad that now they can soon get us a little more information. They will get something out when they can.
The following things are being worked on now and hopefully will be resolved soon.
1. There are still several post closing issues that need to be addressed in the context of the APA. It is not totally out of the way yet.
2. The trading issue is a high priority. The problems with the trading are multiple, including issues with the SEC (I think mostly solved), the DTC and the way some broker-dealers are treating the stock and some shareholders. I understand some of the trading issues have to do with the way some B-D's are addressing share price and the trading risk they assume when their investors are trading low priced shares. I don't know all the details but I think Colorado is mostly right in his analysis (see his recent posts).
3. The closing of the APA does NOT conclude the bankruptcy. The BOD and others are beginning work now on a Plan of Reorganization. I do not have a feel for how long that will take but it could be several weeks before it is even filed with the court.
There is still a lot of work to be done and every thing could still crash, like webtime keeps mouthing off about, but the fact that Copper King Shareholders are still in the "ballgame" in a company that still has some value is an extra-ordinary thing.
We should be thankful for a strong team that has "saved" us so far.
I guess it is time for me to once again throw a few comments into this discussion.
I have been out of town for a few days but I got back to see that some posters on this board have begun to take pot shots at the ESHC and the new BOD. I want to throw a couple of things out there for you to contemplate before you buy in to any of the arguments of these idiots.
1. We have all known since the day BK was filed that the chance of shareholders ever catching a break in the BK process was a long shot. The establishment of the ESHC in August gave us a glimmer of hope. We have seen progress and had times when things looked like they were going our way but we all know and continue to understand that the deck is stacked against shareholders in any bankruptcy process. That's just the way the laws are written.
2. The members of the ESHC and the members of the new BOD know things they cannot share with the general public. It has nothing to do with not wanting to share everything. It has to do with the fact that if certain things are shared it may compromise things from a legal standpoint and end up hurting rather than helping shareholders or other interested parties. Just like the ESHC knows things they cannot share with us I am sure the new BOD knows things they cannot share with the ESHC for the same reasons.
We have to trust that both groups are doing the best they can to fight for us and to get all they can for shareholders.
3. It has been mentioned that somehow shareholders may have been "duped" into voting for a board change. Frankly I don't get it. If the guys using the word "duped" knew anything about business I would think they might say the new BOD was "duped" or "forced" by the shareholders into being placed on the board. I know it was agonizing for some of the board members to make the decision to be "drafted." They were smart enough to see it as very, VERY risky.
In some ways I think the new board is in a "no win" situation. Whatever they do or don't do will be fodder for the masses to critique and throw stones. Everybody has an opinion as to what they should or should not do. Everybody thinks it should be done their way. Some of these stone throwers remind me of the sports fans who call into talk radio and insist that they could coach better than the present coaching staff and if they were allowed to take over the team would win a world title every year. There are certainly bad coach's but the thing you need to understand is that the current coach's are living with the team day in and day out. They know a lot more about the team than even the most fanatical fan. Same goes for the members of the ESHC and the new BOD. They get to evaluate things from the inside.
4. If Copper King crashes & burns and shareholders get shafted who loses the most?? Remember that the ESHC is made up of the largest shareholders. That's how the U.S Trustee set it up. So, it stands to reason that the largest shareholders stand to take the biggest losses. I know of one shareholder who stands to lose AT LEAST a million dollars and he is not Warren Buffet rich, it is money he cannot afford to lose. Most of us are not even close to that kind of a number. Some of the bashers (who might lose a couple of thousand dollars) will now call him stupid for allowing himself to be put into that position. But he is just like the rest of us. He bought the "song and dance" of previous management and got stuck with shares he has not been able to sell at any price (he holds certificates and no one has taken deposits of certificates for over two years).
5. Now let's talk about the investment in the process made by the ESHC members and the new BOD over the past year. All of the following cost money:
Attorneys (Bk Attorneys)
Attorneys (Nevada Corporate Attorneys)
Attorneys (Litigation Team)
Attorneys (Utah Corporate Attorneys)
Attorneys (Mining Attorneys)
Legal filings
Attending court hearings
Hiring Geologists
Hiring Environmental Consultants
Hiring Qualified Experts to Write Reports
Writing Reports
Hiring Engineers
Hiring Mining Engineers
Hiring Mineralogists
Hiring Chemists
Mill Designers
Milling Engineers
Design Contractors
Land Planners
Office rents so all these guys have a place to work.
Office equipment
Research
Travel
Loans to the company for estate maintenance
Paying the Attorneys, Consultants and Auditing firms so the shareholders could vote and the votes could be counted and certified. (What?? You thought that vote was FREE!! WRONG!!)
etc.
etc.
The members of the ESHC and the new BOD have paid or agreed to pay for all of that stuff and more. It has to be Hundreds of Thousands if not Millions of dollars. Yet you wonder if they have your best interest at heart?
On top of that I know that Lee and Chuck have spent nearly every working hour over the past year working on this project. It has to be thousands of hours for each of them plus thousands of hours for the people associated with them. Plus, you may be interested to know that just the attorneys fees since the vote (NOT counting the bankruptcy attorneys)probably add up to tens of thousands.
Also, it might be interesting to note that the unsecured creditors committee has agreed under the APA to take less at closing than their attorneys and not many of them believe the notes associated with the APA will ever be paid. If it works out that way they may end up with less than a penny on the dollar. And,they are ahead of equity in the Bankruptcy fiduciary protocol.
Well, if you have read this far you probably already know how I am going to sum this post up.
Here it is: Don't buy into the crap about how the ESHC and/or the BOD have lost focus and are willing to let the shareholders lose. Count on the FACT that they are all still in there fighting and making the best decisions they can under the circumstances. You may disagree with what they are doing, that is your right, but remember they stand to lose a lot more than most of the rest of us.
Just My Opinion
Thunder
WRONG!!!!!!!
The new BOD will not hype nor over-promise. They will state facts.
Here are 10 facts:
1. There is lots and lots of Copper and other minerals in the ground down by Milford.
2. Copper and other minerals have been successfully mined in that area for over one hundred years but there have been several starts and stops and no one except Copper King has mined there since the late 1970's.
3. The equity committee and some members of the new BOD have spent their own money to hire the very best experts they could find to evaluate the "potential" of the ore bodies.
4. The experts have verified that there is substantial "potential" in the Copper King holdings.
5. Experts hired by the new BOD have spent days and days going over the mill, its flow sheet, mill equipment and mill potential.
6. Copper King got into trouble not because they set out to scam anybody - with the possible exception of each other - but because they short circuited the process, spent money they did not have, closed their minds to alternative options, and made lots and lots of bad decisions.
7. The Copper King ore bodies that have been studied are all of very complex mineralogy so it takes special processes to mine and mill them.
8. There are reasons that the Copper King properties have not been developed in the past. There are reasons there have been so many starts and stops by various companies who have tried to mine these properties.
9. The new BOD understands what happened in the past and are determined to NOT make the same mistakes. They are taking a measured and reasoned approach. They have hired top mining experts and they are listening to what those expert have to say. They are also getting 2nd and 3rd opinions.
10. Just about everybody involved agrees that the potential of these properties is HUGE. That's why so many millionaires are fighting over them.
RS500. I have known Lee for years.
He has been involved in this project for years (there - then left - now back again)he has his own businesses that need his time and effort yet he has spent countless hours and many, many dollars on the Copper Kings Deal.
Lee is a good businessman. He is not into hype and fantasy I assure you that if the potential was not huge he would not be involved in this project.
IF I were you I would look at his statement as a positive thing. We finally have somebody in charge who will level with us. Taking this company "over the top" is not going to be an easy task we need people like Lee and Chuck who are realistic and can see the big picture. We need people like Lee and Chuck who will stick to the facts and not give us a bunch of fantasy.
Does Lee believe there is a lot of profit to be made selling Copper from Milford? Absolutely! Does he want to see all of us made as whole as possible? Yes!
I agree with Chuck. Lee has to be very careful what he says in a public forum (as do all of the new BOD) because the SEC is already looking very closely at this Company and because every statement they make is going to be very closely scrutinized by everybody from the BK judge to the guy meeting with his coffee buddies in Milford.
And, remember it is against the law for anyone other than a "qualified person" (meaning a geologist, mining engineer, etc.) to make any statements about the valuation of publicly traded mining companies. Lee can only quote what the "qualified" person has said in a report that meets standards set by the law. Investors who are not part of the Company can say whatever the heck they want.
I will say it again. Lee ABSOLUTELY does believe.
I have one other matter I want to get off my chest tonight.
There are some posters on this and other boards who have decided it is productive to chastise the ESHC for not delivering more information, detailed information, to the shareholders.
I am curious why some posters think it would be a good idea for the ESHC to publicly share proprietary information that may have cost tens of thousands or hundreds of thousands of dollars to produce. Those who would like to "steal" this project would love to know just exactly what the ESHC knows or does not know.
There is a time and a place.............
I have seen it posted on this board over and over and over again that:
1: MD and the rest of the original team at WUCC were stupid and pig-headed enough to ignore their own data and spend millions building the completely wrong mill for the ore they had.
and,
2: A better mill would have been an SX/EW plant but they did not even consider that option.
The answer to both of those posits is WRONG!!!
(posit >v.(posited, positing) 1 put forward as fact or as a basis for argument. ->(posit something on) base something on the truth of (a particular assumption)). - For those of you who think I misspelled "post."
Yes much of the ore is Oxide ore and yes most oxide ore is processed by SX/EW type plants. But, the ore in the deposits they were working is also filled with lime and other carbon materials. What does this mean? It means the ore eats acid at a tremendous rate. Such a high rate that it would be very expensive to heap leach that ore, so expensive that it could easily cost over $5 to produce one pound of copper.
There are other processes that may be used (both in flotation and solvent extraction plants) but there are NO easy solutions with this particular ore because it is a very complex poly mineral ore.
And, consider that the existing mill did produce several thousand tons of copper concentrate (true it missed the optimal specs by a few percentage points). It produced that concentrate 100% by floatation. Copper concentrate is being produced from oxide ore in flotation mills in at least a few places in the world using a sulphidising float process - see one example in the planning stages here: http://us-cdn.creamermedia.co.za/assets/articles/attachments/19821_results_of_feasibility_study_jabal_sayid.pdf
So, what about the ESHC? They have taken the right approach. Hire the best and the brightest in mining, metallurgy, mill design, geology, geophysics and mine engineering. Take the advice of the true experts and come up with a plan and a strategy.
The existing mill can produce and it can produce profitably. It just has to be done right.
If all the "experts" on this board are so wrong about the simplicity of an SX/EW plant being the "be all & end all" for this project - what else are they wrong about?
Just askin'
"The ESHC knows, as it pursues these goals, that CPRK shareholders are a diverse group and that it is impossible to please everybody all of the time."
I think they may be talking about you webtime.
My bet is that everything the ESHC says publicly has to be vetted by legal. Any "hard" statement they may like to make is probably turned into "mush" by the legal team. It's all about protecting rights and positions within the context of the court proceedings.
Some of those rights being protected are yours (if you are a shareholder).
I appreciate the attorneys doing their job with expertise and constant vigilance. I am even a little surprised we got any update at all. I think most attorneys would advise against it so I bet the ESHC members pushed hard to get permission to give us what they did.
Reg,
Unless you give me a name I won't speculate on your source.
Unless I give you a name you will not know my sources. So I will assume that you believe your source. I will only state in reference to my sources that they are more than two of the 27. But I have not talked to all 27 and taken a poll and I'm not interested enough to do that.
Not sure it matters anyway.
Regards,
Thunder
Regulator,
From several inside sources let me say that the agreement was apparently approved by 25 of the 27 syndicated lenders. There were only two holdouts and many of the 25 wondered what the reason for the holdout was.
I am not saying their was any tortious interference or collusion or that the allegations against PN have merit. What I am saying is that some of the lenders has a hard time trying to figure out what the problem was with those that did not agree (the syndication requires unanimous votes).
True is was not a good deal for the lenders, most of whom had been locked in a "6 month loan" for 3 1/2 years, but 25 of the 27 saw the proposal as a way to move forward without having to put more of their own money in the project. Only 2 saw it as a "collateral grab." Why? we will probably never know the truth.
In talking to these guys I think they would have voted "yes" if they had any faith in management. Not just MD but all of management and this agreement did nothing to effect change at that level.
We still have the same basic management (with the exception of Bryan) and many of these lenders believe management is the problem. It's not lack of good ore or the right mill as much as it is a lack of leadership.
JMHO
Thunder
Ownership of a lease or a claim is like ownership to any other property.
To establish ownership in Utah you file with the county recorder. If MD and MS own leases in their names they will be on record with the county. In this case probably Beaver County though CPRK had claims in both Juab and Millard counties as shown in the BK schedules.
If your Brother in Law does not have copies please search the county records.
I think MD may have had some claims that were not deeded over to CPRK so you will need to pay attention to the dates of filing.
Anything transferred out of the company name in the recent past would probably constitute an illegal transfer of assets under BK law.
JMHO
Thunder
Thanks intel
First file a Notice of Interest showing your share ownership etc. Here is a sample form: http://docs.bmccorp.net/USACMC/docs/POI_Blank_Form.pdf Put a pleading cover on it (Here is a sample: https://www.onlinefilefolder.com/1s2UoLukxTo4Kw and mail it to the BK court clerk (remember it now needs to go to the court in Utah).
Because you are a "Party in Interest" it is free to file pro-se (pro-se essentially means you are filing as an individual not represented by an attorney - Pro-se means "for himself" or "on one's own behalf")
Please be judicious in the use of the language in anything you file. I encourage you to be heard - it is your right - but please don't say or do something that might upset the judge. In a "pleading" you are supposed to strongly state your position but all arguments, finger pointing and accusatory type language are reserved for other court proceedings. A "pleading" is NOT the time to "vent."
You need to put your emotions to the side and deal only with the facts as you see them.
If you can, it is a good idea to back up any (other than statements made in the first party such as who you are and what your interest in the case is based on) statement with precedent research or expert testimony. By the way, even though is may not matter, you should also be a prepetition party-in-interest. Prepetition parties in interest carry more weight with the court than those who may have bought in after the BK petition was filed.
Hope that helps,
Thunderbell
PW You forgot to mention the additional $150,000.00 post petition retainer in addition to the $75,000.00 per month PLUS expenses.
How can they justify those numbers on a company THEY say has limited assets that, even after confirmation drilling, will just barely cover the secured creditors?
Sleep - People are working on getting on top of this ASAP. I hope they succeed.
Thunder
Interesting how the worm turns isn't it? MS & EB were close personal friends to some of those lenders.
$$ buy loyalty I guess. Patience can only be spread so thin.
I agree - we are.
I am hearing rumblings that management may be coming around, that the valuations they proposed were for a particular purpose and should not be considered their true position but I am a strong skeptic.
As you know some shareholders are more than willing to give management the benefit of the doubt. I think the shareholders who feel this way are sincere and they are right in the sense that it would be good to get shares from friends and family into CPRKSA. I also understand those who do not want to get into an adversarial relationship with management.
But, I am convinced management has already decided which side of the bread they are going to butter. I think they may be playing an appeasement game to keep shareholders quiet until it is too late.
I hope I am wrong.
At least we a pretty sure nothing will happen for a few days until the venue issue is totally settled.
JMHO
Thunder
All true CopperKen but the Confidential Information Memorandum as presented by management is a "boiler plate" statement. I do not have any statistics to prove how it is most often used but I bet it is used more to protect management (or Wately in this case) from overly optimistic valuation estimates than from pessimistic or conservative ones.
Usually management is trying to convince the court that they have an entity worth saving despite the need to file Chapter 11.
The automatic stay provisions of Chapter 11 BK are designed to give an operating entity some breathing room. I agree that CPRK had no choice but to file BK because they had to stop the sale of assets. Unless they had a qualified buyer ready to write a check they really had no choice.
I guess there is a possibility that the valuations proffered by management were not a strategy but were more a mistake or an over-sight but whatever the reason they are very problematic.
Here are just three reason why:
1.Since CPRK is not an operating company (no revenues and the mill was shut down for weeks before the filing)DIP financing, which is usually used to maintain revenues and continue operations, becomes very iffy. Why? Because you are not using DIP/F to prevent degradation of the estate value, you are using it to hopefully increase the estate value. Why should a secured lien holder currently in first position allow a DIP loan to move to the front of the lien line if the DIP money is "risk" capital, 40% of that risk capital ($6,000,000.00 of $15,000,000) is going to management, there is a two year wait for your money and the "upside" as presented by management puts you in no better position than you are now.
2. Low valuations give Nevada Star and others a long leash. One of the best arguments CPRK had against the Nevada Star Lawsuit was the "undue enrichment" argument. Making low valuations gives them not only fodder for their cannons, but balls and powder also.
3. ZERO equity which wipes out shareholders and gives unsecured creditors a major haircut.
Hopefully I am wrong, but I think management, on purpose or not, made a serious strategic mistake.
JHMO
Thunder
Quite possible, especially after management so readily played into their hands with the "conservative" valuations.
Copper Ken, It would be better if everyone worked together but I doubt that is a possibility as Management (JB/MS) has filed documents with the court that state their position on valuation. If they were interested in helping the shareholders they would not have filed such low estimates.
At the levels management has proffered there is ZERO equity. ZERO equity means shareholders are irrelevant. ZERO equity means there is nothing for the owners - shareholders are owners. In this case ZERO equity means management has already said "we see NOTHING here for shareholders." Add up the numbers JB has proposed and you can easily see that even after DIP financing, confirmation drilling, 8 months production and a sale of all assets in two years there is still ZERO equity for shareholders. In fact there is not enough room to even allow for paying unsecured lenders. Secured lenders are using management valuation projections (with some apparent success BTW) to fight DIP financing.
Shareholders need to recognize that management nice talk is just - talk! I think any objective observer would recognize that management actions show they do not give a hoot about current shareholders.
In my opinion they are out to maximize their own "take" and collect as many fees as possible in the process. Note the fee structure they proposed in the DIP request $175,000.00 per month plus $15,000 per month "travel expenses" (total $190,000 per month) for Watley, $23,800 per month for McMullin and Southworth, $25,000 per month for Davis, $8400 per month for Admin Personnel. That's $247,200 Per MONTH for management. Plus they are asking $190,500 "through July 23rd" for "financing costs" under "agreements with the Company's investment bankers." I thought Watley and MS were handling the investment banking so how much of that do they get??
Looks to me like if management gets their way they are going to be pretty well taken care of. If the above numbers hold for the proposed two years JB has mentioned "management" will collect a minimum of $6,000,000.00 dollars in fees plus whatever they can get from the "new" equity they "confirm" through confirmation drilling. While some portion of that $6,000,000 will be used to pay "Bankruptcy Counsel, Creditor Committee Counsel, General Corporate Counsel" etc. (see anything in there for "Equity Committee Counsel?" - I didn't) JB/MS/DM will do just fine.
Think they would rather have you sit back and hope they are on your side or take some action like Mr. Lee did? They do not want anyone to rock the boat. They have things pretty well in hand thank you!
I do agree however that it is probably not good to assert Perjury out of hand. There is probably a less inflammatory word that could be more profitably used.
JMHO
Thunder
Thank you intel2.
I think you are correct.
JMHO
Thunder
intel
I think your assessment is correct. Also consider that management has painted themselves (and shareholders)into a corner with Nevada Star. I have not seen it mentioned here yet but Nevada Star made the statement in one of their filings that CPRK should be moved to a Chapter 7 and liquidated. (They used legalese but that is what they said).
The proposed valuations by management do two things:
1. They throw everyone under the bus who is unsecured or is a shareholder.
2. They make is extremely difficult to get any significant amount of DIP financing because there is not enough room to cover the secured shareholders if DIP financing is moved to the front of the line. The court is bound to look out first for the secured creditors. Not the company, not unsecured creditors, not shareholders, not DIP financiers, SECURED creditors. The only thing that will come before secured creditors is unpaid wages for the worker bees.
The DIP financing that was approved was only enough to "maintain" estate values and protect assets from degradation. It cannot be looked at as an indication that further DIP financing to "enhance" estate values will be approved. There is just not enough margin in the proposed valuations.
JMHO
Thunder
Thanks Candy - I appreciate your diligence. You keep us up to date thanks.
Thanks True Blue, - intel2 since you seem to be the one in hottest pursuit you should be aware that there is a lot of documentation available on the WUCC holdings. None of it is NI-43-101 Compliant but the Court is not held by that standard unless they choose to be. The Judge has discretion as to the standard used by the court.
Some other documents that might be of interest are listed below. This is a partial list.
Here is what I was told was a partial list of documents in the WUCC library: (Any or all of these may contain information that can be used to "push" valuations).
Mine Development Associates Bankable Feasibility study Volume 1, 2, 3
1998 (8,000 total pages)
This is the study (above) the Hatch report is based on
Dawson Metallurgical Laboratories Inc.
January 19, 2006
Results of Preliminary Leach and Flotation tests Performed on a Gold- Copper Bearing Sample. Our Project NO. p-2888 (Hidden Treasure Mine)
Dave Beling monthly operational files 1971-75
Essex International, daily and monthly reports, Milford Copper 1971-75
Essex International daily and monthly ore reserves calculation 1971-75
Shield development files 1967-1970
Report No. MET 72-4
Sulfide Flotation Tests on Maria and Hidden Treasure Composite Samples
By C.K. Chase
April 20, 1972
Report NO: 73-38
Summary of Metallurgical Tests on Milford Hidden Treasure Ore
By Clement K. Chase
December 14, 1973
Project No. EI – 114.8
Essex International, INC.
Ball Mill Feed Leach Tests
November 29, 1971
Metcon Research, INC.
1796 West Grant Road
Post Office Box 50225
Tucson, Arizona 85703
Copper Resources of the Rocky District
Beaver County, Utah.
Prepared for Toledo Mining Company
Peter Joralemon September 15, 1980
Journal of Minerals and Materials Characterization & Engineering
A New Application for Flotation of Oxidized Copper Ore Janury 2003
Ok Mine Examination Progress Report. John C Wilson January 27, 1964
Bear Creek Mining Company Rocky Mountain District
Progress report
Milford Utah Reconnaissance September 1965- January 1699
By M.D Regan
February 2, 196?
Summary of Preliminary Analysis of Geology
Geophysics and drill hole data on The American Mining Property, Milford Area
Bear Creek Mining Company
Rocky Mountain District
M.D. Regan
August 2, 1967
Exploration Ideas for Large Tonnage Copper Deposits Milford Area, Beaver County, Utah, December 1968
By M.D. Regan
Bear Creek Mining Company
Rocky Mountain District
Milford Area, Beaver County, Utah
By M.D. Regan and RW Reynolds
Bear Creek Mining Company
Spokane, Washington, January 1976
Norandex, Inc.
Summary & Feasibility Report, Milford Project Copper Property
By F. Condon District Geologist, August 1970
Maria Deposit
John R. Boissonneault
Geologist, American Mining Company
Results of Continued Laboratory Testing on a Copper-Silver Bearing Silicate Sample
“Maria Mine” Dawson Metallurgical Laboratories, INC.
Project Summary-Cortex Mining
The Beaver Lake-Rocky Project
Beaver County, Utah
October 1994
Volume 1
The Beaver Lake-Rocky Project
Beaver County, Utah
Volume II
Appendix 8, 9, 11 to 20
Cortex Mining and Exploration CO., INC
The Beaver Lake- Rocky Project
Beaver County, Utah
Volume III
Appendix 21 to 28
Cortex Mining and Exploration Co., INC.
Geology of the Milford Area 1973
Utah Geological Association Publication 3
By Gustav Berndt Baetcke
Geology, Ore Deposits and Mineralogy of the Rocky Range, Near Milford
Beaver County Utah
J. A. Whelan
Beaver Lake Mountains
Beaver County Utah
Their Geology and Ore Deposits
By Patrick James Barosh
JMHO - Have fun and keep throwing those wrenchs!
Thunder
PS - want more?
intel
I do not know what info you have but there is a lot of information that can be used to "push" the valuations.
Here are the appraisals you mentioned:
https://www.onlinefilefolder.com/1sGa5ZJBeOiwvT
https://www.onlinefilefolder.com/1s9o54GbzeoBfE
JMHO
Thunder
Good - I hope he or she is a good one and can add to what intel2 and maybe others have filed to convince the judge to look at the bigger picture.
I keep coming back hoping to get a look at the new docs CandyB mentioned but they have not been added to the site yet. Any word from anyone?
True - but under the right circumstances a coordinated but multi-pronged attack has the best chance of success. And, "a stitch in time saves nine."
At least until CPRKSA has representation approved (only an attorney can represent a group or entity other than a individual) shareholder interests can only be represented by individual shareholders and/or their attorneys. Beside there is always a possibility, until representation is approved by the court, that an equity holders committee will not be able to obtain any standing with the court. This is especially true with the valuations proffered by management.
At this point the question is hypothetical but here it is anyway: Why should the court recognize an "equity holders committee" if there is plainly NO equity. If there is NO equity there is nothing for an equity committee to fight for or any equity committee's attorney to represent. In that case, the full burden of proof of shareholder interests could fall to individual shareholders.
I do support CPRKSA but it has no legal standing in the BK court yet whereas individual shareholders do - if they make themselves known.
My thought is that no shareholder should sit back and assume anything. If they have a genuine interest in protecting their rights they should be pro-active and work to get valuations that are high enough to give an "equity committee" something to work with.
JMHO
Thunder
CopperKen
I think intel2 is just trying to make sure something gets filed. I don't think CPRKSA is ready yet to file anything and it is important that as a party in interest intel gets to speak his peace.
What he is doing is not contrary to CPRKSA as CPRKSA is not yet represented by an attorney.
Please note that even if CPRKSA is represented by an attorney and that attorney is representing the group, as a group, not as individuals - any shareholder can still file anything they want.
The worst that can happen is that the court MAY find that an attorney representing the group does represent all members of that group as individuals (it depends on how the group sets up its representation). If that happens the Court will just throw out everything that was filed pro se after the group obtained representation or the court may ask them to refile the same paperwork using an attorney if the individual wants his filing to be considered.
Every citizen has a right to access the courts and that right cannot be limited. So, whatever intel2 or anyone else files with the Court should have standing now (even if they are a member of CPRKSA) and may even have standing after CPRKSA gets representation depending on the way CPRKSA representation is set up and how the Court looks at that representation.
I say - GO intel!! It can't hurt to make your feelings known.
JMHO - NOT legal advice - consult our own attorney, etc.
Thunder
Sleep,
It may not be so much that they are afraid of DIP financing as that they know the cost of losing certain critical components of the estate, such as permits or leases.
Remember Regulator78 (I think) stated on this board once that they (the lenders) had stepped up once to pay lease payments so that they did not go into default.
They are offering a lot less than the DIP financing requested by management. They are trying to protect their interests more than to help CPRK.
JMHO
Thunder
Glad to be of some assistance.
It is hard to keep a proper perspective sometimes when reading through court documents and filings by attorney's. Attorney's are paid to win cases and they spend years learning to state their case in the strongest possible terms.
If they can make certain things appear as "fait accompli" they have a better chance of success.
An example is the NSRC filing (DOCKET # 105) where they basically state that "under Utah law" they now own that part of the estate which is subject to the WUCC vs. NSRC lawsuit. They do throw in a few "ifs" so they are not actually lying just strongly stating their case. But, the fact is that lawsuit is not decided yet and WUCC may have just as strong a case as NSRC. The current argument should be over how to define "production." Is building a mill on the property and moving a couple million tons of overburden "production?" Maybe, Maybe not, deciding these kinds of issues is why we have courts.
At the same time, I think some of the statements of CPRK/WUCC management in the BK has served to weaken the WUCC position regarding the NSRC lawsuit. Painting a picture of low valuations and desperation may play to the BK court and set up a better up-side for management in a restructure but it gives lots of fodder to NSRC.
It is a delicate balancing act but I think CPRK would have been better served by a BK petition that accentuated the positives and depicted the BK as a bump in the road rather than the doomsday approach current management is using.
JMHO - I am not giving legal advice - consult your own attorney,etc.
Thunder
Thanks CandyB
I agree - but you totally missed what I think is an important point.
By late 2006 and certainly by February 2007 MD had "Partners" in Marcus and Eric who had guaranteed him LTF. We might say he was stupid to move forward until the money was actually "in the bank." But his "partners" had provided a few million in financing AND all of the lenders on the first trust deed also "bought" Marcus's promises. That's why they wrote up the payoff on the 1st trust deed for May 2007.
Was MD a "buffoon?" Maybe! But he had a lot of company from some pretty astute business people who lent WUCC money based on the same promises. And yes, those lenders did have a copy of the NSRC agreement prior to making the loans.
The biggest mistake may not have been moving forward it may have been NOT hedging the bet by building the mill on a piece of property that was not subject to the NSRC agreement. If that mill was sitting on a few of the 45,000 or so acres not subject to the NS agreement it would be much easier to move forward with DIP financing.
It may even be that NSRC would never have moved forward with the lawsuit under different circumstances.
What if, for example, the mill was in a different spot and WUCC had concentrated on developing the Candy B or the Cactus instead of the Hidden Treasure? Would we be having this discussion???
JMHO
Thunder
Doc #105 basically says what intel2, Sleep, and some others of us have been saying since JB filed his declaration. It has been obvious that the low valuations proposed by management had the potential to come back and bite us all in the "keester." Management attempts to set themselves up for the big payday have always had the potential to backfire so nothing has changed with the filing of Doc #105. It's just more out in the open now. Doc #105 succinctly says what we have been thinking. Good "lawyering" on the part of NS attorney's.
Shareholders still need to concentrate on what it takes to raise the valuations in the mind of the judge. If that can be done Hope Lives!
BTW the reason NS wants the property back is because they know it has value way beyond what management has projected (why go to all that trouble for a worthless property). NS would probably also like to see CPRK go into liquidation so that they can make a play for more of the properties.
Note also that the Nevada Star properties are only a small portion of the WUCC holdings. They happen to be the properties that have the most recent information available (re: the Hatch Report & mill site) but they are only a small part.
JMHO
Thunder
HI Candy B
I agree. I think your assessment is correct.
The judge needs to be convinced that the valuation numbers management is presenting are a "fairy tale" designed to allow JB and Watley to make big money in the restructure.
If the values are allowed to stand and JB is allowed to move forward the shareholders are toast and unsecured creditors are looking at a huge haircut. That is especially true if $15 Million in DIP financing is allowed to move to the front of the line.
The valuations as they are now presented are "projections" of "anticipated" estate values after "confirmation" drilling - which costs $$ - dollars provided by DIP, first in line, financing.
NI-43-101 Standards may make sense if we were putting new money from shareholders or regulated banks at risk but we are not putting any NEW money at risk. We are pushing for higher valuations to preserve already invested or loaned capital.
Everyone knows the "rocks" that were there 50 years ago are still there. Based on the geological fact that the mineral deposits are still there we should have a good chance of convincing the Judge that the "projected" and "anticipated" values should be pushed much higher.
JMHO
Thunder
If WUCC is truly a "wholly owned subsidiary" of CPRK then a shareholder is a party in interest in the WUCC BK as well.
Some of the new filings on the BK are interesting because they tend to confirm the direction Watley is intending to move. It's not good for shareholders.
But, as Sleep, intel2, Candy B, FFF and others have pointed out the "estate valuations" seem to be the best way to attack this from a shareholder standpoint.
It is the job of management, as a part of their fiduciary responsibility, to look out for the best interests of the Corporation, of which Shareholders are an integral part. If the management is purposely undervaluing assets by using a standard that may not be applicable to the situation are they not in breach of fiduciary? (a question of the legal standard of breach of fiduciary duty) And, if it is obvious that the alleged breach is being foisted on the court in an attempt to raise the potential for personal gain is that not a good reason for Shareholders to rebel and make a change in management?
Candy B used the word "lies" when describing some of the valuation statements. Good Point.
Just a question shareholders should ponder.
JMHO, Not legal advice. Do you own DD.
Thunder
P.S. I don't think the court is held to accept a valuation standard just because management proposes it.
Shareholder experts can be held to be just as creditable as management experts. And, some of the management experts who have already filed statements in this case obviously believe the valuations should be much higher than management proposes.
For example look at doc 22 the declaration of Nelson (filed at the behest of management) he states that his review of the Hatch report leads him to believe that the operation should produce "an estimated $5 to $6 million of pre-tax revene per month at a steady state, based on copper at $2.81/lb. silver at $18.04/oz and gold at $1,040/oz."
Cementation "could add an additional $300,000 to $500,000 operating income per month." and "It is my opinion that the Debtors' properties have great potential, and that mining on such properties can continue for a total of at least 5 years."
$6 million per month for 60 months is $360 million in revenue. What kind of EBITDA could that revenue produce along with providing jobs, etc?
And, Nelson only deals with a small portion of the holdings (those in the Hatch report).
JMHO
Thunder
intel2
Please do NOT construe any of the following as legal advice. I am just expressing my opinion. And my opinion may be worth what I am charging you for it - nothing.
There should be no filing fees for anything you want to file as you are a valid party in interest in either of those cases.
Anyone who files though does need to follow procedure. If you are not represented by an attorney so inform the court.
Depending on what you want to file you may need to also provide "service" to all other affected (as opposed to interested) parties. The court is only obligated to inform parties in interest of hearings and other procedures that are initiated by the Court. That is one of the jobs of the clerk.
"Service" means sending copies of the docs you are filing to the other parties who are affected. That does not mean you need to send a copy of every little thing to every party to the BK but if you are filing something that may effect, for example, the value of the estate you need to send a copy of that filing to others who may want to dispute it or file a motion to support it (usually supporters will see something filed that they want to file a joiner on so you may not need to inform them with service.
In most cases you will only need to file with the court and then provide service to the Attorneys for WUCC and CPRK. There are also time limits as to when you need to make "service" and you need to provide the court with a notice of who you served and when. You can provide service by mailing the docs by certified mail (sometimes the court will accept service by regular mail but you may need to verify it somehow to the Court if the other party denies receipt - In this day and age electronic service by e-mail is usually acceptable for the common stuff) Providing service can be as simple as attaching a Certificate of Service to the back of the document which states something like:
Your full name and address at the top identifying yourself as pro se.
I ______ hereby certify that I mailed a copy of _____ to SOS law firm at the following address on this ____ day of ______, _____
Complete Name and Address including phone number of the law Firm or person served.
Dated _________ Signed _______________ pro se.
If you are filing any kind of an adversarial motion or a motion for discovery or some other types of docs you will not only need to provide proof of service but the court may have a particular format you need to use.
Most attorneys do not want you to know how easy it is to file in these kinds of cases and I will agree with them that it is always a great idea to have an attorney but the legal system is available to anyone as long as you follow the rules.
The Nevada BK court has a fairly readable set of instructions that outlines procedures at the following website.
http://www.nvb.uscourts.gov/LocalRules_Forms/Rules/LR2010_12-01-09.pdf
I hope that answers you questions but again I am not giving legal advice. This is all JMHO. Please do your own research. Consult your own attorney. ETC. Etc.
Everybody file a Notice of Interest and Join up for clout.
Thunder
Thanks for filing intel. We all appreciate it. And no problem on what little help there was.
I tried to keep it simple. However I have had a request for a pleading cover. I cannot produce one for anyone because I am not your attorney. What I did do is post an EXAMPLE pleading cover at the following Link.
DO NOT use it as posted. Do your own. BUT if you want a formal pleading cover to give yourself more assurance that the Court will accept it you can type something like this up and attach it to the front of the other Proof of Interest form.
Sorry if any of you think I tried to make it too simple. I am sure the court will accept just the form - not everyone agrees. If you do not get a timely return on your filing intel I would resend it with a cover for each case.
I did call the Clerk of the Court and was told that they would accept the form. But what they say over the phone and actual practice may be different so I would encourage everyone to use a pleading cover from here on.
https://www.onlinefilefolder.com/1s2UoLukxTo4Kw
JMHO - do your own DD
Thunder
You can file anything you want as long as you do it with respect for the court and with "pure intent." In other words, we should each be careful NOT to become a nuisance or a burden on the court and we should always follow procedure and policy. But, we do need to make sure the court fully understands we are alive, well, have valid opinions and are interested in seeing and obtaining justice.
Everyone needs to at least file a Proof of Interest as an individual shareholder.
BTW I do not think this in any way invalidates the need to organize and get an attorney or law firm to represent shareholder interests.
To the point FFF made about the Company paying for a Equity Holders Attorney, I believe there have been cases where the Court ordered the petitioning company to pay for attorneys for those purposes. But to make that happen the shareholders need to make some "noise."
JMHO - Do your own DD
Thunder
By the way you do not need to get really detailed with identifying your equities or ownership level but you do need to include enough information so that the Court can verify your ownership and interest.
intel2
I am glad you are filing. You do need to file a "Proof of Interest"
Here is a form for a Proof of Interest in Nevada:
http://docs.bmccorp.net/USACMC/docs/POI_Blank_Form.pdf
After you print it you will need to erase the address information etc at the bottom - don't pay any attention to the date this form was made for a different BK case (BMC) so read the document and erase or make changes where you need to.
There should be NO filing fee. But if you want proof that you document was received you need to include a stamped envelope for return mail. I think the document also requests that you send copies of your certs etc. If they are electronic you may need to get the CUSIP numbers and write up a validation statement to include in your mailing.
Unless you use an Attorney who is already registered on the electronic filing System with the court you need to mail (or deliver in person) the form to:
United States Bankruptcy Court
The Clifton Young Federal Building
300 Booth Street
Room 1109
Reno, Nevada 89509
Attention: Clerk of the Court
You may want to followup with some other docs but this one will get you on record. And, every shareholder should take the time and spend the 75 cents or so it takes to file a Proof of Interest.
Please don't anyone construe any of the above as legal advice.
JMHO - do your own DD
Thunder
Sorry Chuck I am trying to do too many things at once. You always provide good info.
Thunder