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Triple merger going down imo
Dura-rock R/M into SELR then FGOCQ
Scott is CEO of SELR and Founder+CEO of Dura-rock, If he's going after the relief canyon they will need all the "fire-power" they can get, both companies will be involved imo. It is unlikely that one company will be left high and dry!
Your time & work on this board
will all be worth it once all is said and done!!
Im surprised this board hasn't been bombarded by a tribe of money hungry investors yet!! lol
-Thanks for all the DD mang, its much appreciated!!
Nice find man!
That really puts the value of the mine into perspective!!
An $81M Equivalent Bid Recieved .20 PPS
Current O/S 196M. A restructuring like in the deal below would be OS 400M.
1) In July 2009 a Chinese company offered FGOC $26.5M for a 51% stake in the company when gold was 900/oz. A 100% offer would have been $53M. This was knowing gold, FGOC's largest asset by far, & all of their liabilities. Gold is now 1374/oz. They made a great bid offer, but were rejected for security reasons by the U.S. government because FGOC is near a Navy base. Gold is now 53% higher than it was in July 2009. The $53M bid for 100% would now be about $81M. From this offer you can get a feel as to where FGOC could be as a market cap.
Read pages 25-29 to see the Chinese offer and how it would result in FGOC being restructured.
http://www.sec.gov/Archives/edgar/data/878808/000117120009001048/i00500_firstgold-10q.htm
2) A similar offer is easily obtainable at auction in late November. If a group offers an on par bid to the Chinese offer with today's gold price then that would be a $40M winning bid to pay off all secured and unsecured debt, give $8M in operating cash flow, and take a 50% stake in the company, FGOC gets reinstated, with them owning half, and us owning half. The company can then utilize the $50M in NOL's going forward. Keep in mind a restructuring like this would double the O/S to 400M so if we get a $81M market cap that's PPS .20.
3) It's not going to take $75M or $100M to buy FGOC, more like $40M or even less. With gold skyrocketing it should be fairly easy for a company to come up with financing to do this, or some well established groups may just have that much already.
4) If a group mines the Relief Caynon from 2011-2015 at gold 1500/oz that's $90M in rev/year. Should have no problem netting $20M profit/year out of that. Use PE 15 that's a $300M market cap. With an O/S of 400M that would be .75 PPS.
Link to Powerpoint Presentation showing mine life, check slide 21:
http://reliefcanyon.com/uploads/Relief_Canyon_Marketing_Presentation_-_Final2.ppt
5) FGOC was trading at market cap $40M 2-3 years ago when gold was half as much, so $80M seems right. With gold moving into record high territory now and for the foreseeable future you've got to think the bidding will be strong...guess we'll see.
An $87M Equivalent Bid Recieved .29 PPS
If we get that then $87M-$32M liabilites= $55M for shareholders or PPS .29 based on our 196M O/S.
In July 2009 a Chinese company offered FGOC $26.5M for a 51% stake in the company when gold was 900/oz. A 100% offer would have been $53M. This was knowing all assets & liabilities + the NOL's. Gold is now 1374/oz. They made a great bid offer, but were rejected for security reasons by the U.S. government because FGOC is near a Navy base. Gold is now 64% higher than it was in July 2009. The $53M bid for 100% would now be $87M.
Read pages 25-29 to see the Chinese offer.
http://www.sec.gov/Archives/edgar/data/878808/000117120009001048/i00500_firstgold-10q.htm
Restructuring Transaction
On July 16, 2009 we entered into a Binding Offer Letter with Northwest Non-Ferrous International Investment Company, Limited (“Northwest”) which has its headquarters in Xi’an Shaanxi Province, China. The Binding Offer Letter was amended on August 7,
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2009. Pursuant to the Binding Offer Letter, the parties have agreed to prepare and enter into definitive agreements having an aggregate value of approximately $26,500,000 and to make certain fundamental changes to Firstgold’s Certificate of Incorporation and Bylaws to give effect to the Restructure transaction which collectively are referred to herein as the “Restructuring.” The capital infusion by Northwest will consist of three components. All dollar amounts are stated in US dollars.
Purchase of Notes
The first capital investment component of the Restructuring provides for Northwest to acquire the currently outstanding Senior Secured Promissory Notes (the “PL Notes”) held by Firstgold’s primary creditors, Platinum Long Term Growth, LLC (“Platinum”) and Lakewood Group LLC (“Lakewood”) for a one-time payment of $11,500,000. The Binding Offer Letter provides for Northwest to make an initial pre-loan payment of $1,000,000 of which $500,000 was allocated to Platinum and Lakewood as a nonrefundable deposit and $500,000 was transferred to Firstgold to be used for working capital purposes. These funds were received by Firstgold’s Canadian counsel on July 16, 2009. The balance of $11,000,000 will be paid by Northwest to Platinum/Lakewood and Northwest will assume the existing secured promissory notes currently held by Platinum and Lakewood. Among other things, Northwest would assume all the security interests and title liens currently held by Platinum and Lakewood thus making Northwest our primary secured lender.
Working Capital Loan
The next capital investment component of the Restructuring is a $5,500,000 loan to be made by Northwest to Firstgold which will be used to discharge indebtedness to unsecured creditors and for general working capital. The loan will bear interest at a fixed rate of 10% per annum and the principal amount of the loan will be repaid in 24 equal monthly installments commencing on September 1, 2010. $500,000 of the loan proceeds were previously advanced to Firstgold on July 16, 2009 with the balance to be advanced to Firstgold on or before August 31, 2009.
Subscription for Shares
The third capital investment component of the Restructuring is the purchase of shares of Firstgold common stock whereby, on or about September 30, 2009, and subject to shareholder approval and regulatory approval, Northwest will subscribe for that number of shares from the authorized but unissued (post-split) shares which will equal 51% of the then issued and outstanding shares of Firstgold common stock for an amount of $9,500,000 (the “Subscription Transaction”) and result in a change of control of Firstgold. The proceeds from this subscription Transaction will be used for general working capital including the resumption of gold exploration and processing at Firstgold’s Relief Canyon mining site.
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Structural Changes Required by Northwest
As part of the Restructuring, Northwest is allowed to nominate three directors to the Firstgold Board of Directors with Mr. Sun Feng (Chairman of Northwest) being designated as the new Chairman of the Firstgold Board. In addition, the Amended and Restated Certificate of Incorporation will be amended to provide for the Chairman of the Board to have a “casting vote” meaning that in case of a tie vote on any matter properly coming before the Board, the Chairman will have two votes compared to one vote by each of the remaining Directors thus allowing the Chairman the deciding vote in case of a tie vote on the Board. Northwest will also be granted certain preemptive rights allowing it to maintain its 51% ownership interest when and if currently outstanding warrants are exercised.
Financial Changes Required by Northwest
As a further condition of the Restructuring, Firstgold was required to reduce the amount of debt owed to creditors. Consequently, Firstgold has entered into arm’s length settlement arrangements with certain of its largest unsecured creditors whereby it will issue up to 72,151,842 shares of common stock, together with cash in the amount of approximately $4,838,000 in exchange for the discharge of $8,408,735 of original indebtedness and the cancellation of outstanding warrants exercisable into at least 44,394,000 shares of common stock. In addition, 31,300,000 shares are to be issued to settle compensation and other amounts owed to directors, officers and employees of Firstgold.
Voluntary Changes Deemed Beneficial to Firstgold
In addition to the changes required by Northwest described above, the Company is seeking stockholder approval for several other changes which the Board believes to appropriate at this time including increasing its authorized shares to 900,000,000 shares, increasing the number of shares issuable pursuant to the Company’s 2006 Stock Option Plan and amending and restating the Company’s Bylaws.
Regulatory Requirements
In light of the fact that the above described transaction with Northwest will result in a change of control in Firstgold, this proxy statement is intended to meet the notice requirements of Regulation 14f-1 of the Proxy Rules promulgated under the Securities Exchange Act of 1934 to disclose the proposed change in control of the Firstgold Board of Directors as described above.
Since the Firstgold common shares are currently listed on the Toronto Stock Exchange (“TSX”), certain TSX rules and regulations require that: (i) the issuance of shares by Firstgold to Northwest in an amount equal to 51% of the then-outstanding shares resulting in a change of control, (ii) the proposed issuance of shares representing more than 25% of the currently issued and outstanding shares at a discount to the market price in settlement of indebtedness and (iii) the issuance of share compensation to certain officers and directors of the Company, must be approved by Firstgold’s stockholders.
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Due to the type of transaction involved and the nature of Northwest as a Chinese entity, Northwest and Firstgold filed an application with the Committee on Foreign Investment in the United States (“CFIUS”) on October 6, 2009. The purpose of such application is to allow CFIUS to evaluate if any issues affecting national security are included in the proposed Restructuring. While neither Northwest or Firstgold anticipated any objections based on national security concerns, such application process is anticipated to take approximately 45 to 60 days to complete. Northwest has determined to wait for CFIUS clearance before proceeding with the Restructuring Transaction. By letter dated November 6, 2009, CFIUS informed Firstgold and Northwest that additional time to evaluate the application was needed and implemented an additional 45 days to complete their review and recommendations. In early December Northwest and Firstgold representatives had several discussions with the CFIUS staff during which the CFIUS staff indicated they would disapprove the Restructuring Transaction. CFIUS noted the proximity of the Firstgold properties to the Fallon Naval Air Station. Despite further discussions to address the CFIUS concerns, CFIUS ultimately concluded by mid December that no mitigation plan could resolve the national security concerns raised in their investigation. On December 21, 2009 Northwest formally withdrew the Application and indicated it would not proceed with the Restructuring Transaction. In light of these developments Firstgold has had preliminary talks with other interested parties looking at investing in or acquiring Firstgold.
Extension of Restructuring Transaction
The purchase of the PL Notes was expected to occur on or before August 31, 2009 however this date was extended to October 31, 2009 and then to November 17, 2009. However, additional time was required to obtain necessary regulatory approvals including the filing of a joint application by Northwest and Firstgold with the Committee on Foreign Investment in the United States (“CFIUS”) on October 6, 2009 relating to the proposed acquisition of Firstgold shares by Northwest and the acquisition of the PL Notes. Due to the ongoing CFIUS review, the Lenders entered into Extension Agreements effective as of September 15, 2009 to extend the Closing Date to October 31, 2009 and effective as of October 31, 2009 to extend the Closing Date to November 17, 2009. $220,000 was paid to the Lenders as payment for the extension through the end of October. Pursuant to the October 31, 2009 extension, Firstgold is required to pay an additional $220,000 at closing to the Lenders for agreeing to extend the Closing Date.
On November 6, 2009 the Registrant was informed by CFIUS that additional time was required to complete their review of the Application pursuant to applicable authority. Until CFIUS approval is obtained, Northwest is unable to fund the transactions under the Binding Offer Letter. Consequently, the parties entered into another Extension Agreement dated November 20, 2009 (the “November Extension”). Pursuant to the November Extension Platinum/Lakewood agreed to extend the time in which Northwest had to acquire the PL Notes to December 30, 2009. In return Firstgold agreed to reduce the exercise price of Warrants held by the Lenders to acquire 15,000,000 shares of Firstgold common stock from $0.145/share to $0.075/share and extend the term from August 7, 2011 to August 7, 2012. The Lenders are also permitted, at their option, to exchange the Warrant for convertible promissory notes with an aggregate principal
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amount of $3,000,000 due on December 1, 2010 and convertible into Firstgold shares equal to 9.9% of Firstgold’s then outstanding common stock. The November Extension also required Firstgold to secure a minimum of $300,000 of working capital to fund Firstgold’s operations until December 30, 2009. As of November 27, 2009 Firstgold had raised an additional $350,000 of working capital.
Information about Northwest
Northwest Nonferrous International Investment Company Ltd. is 100% owned by the Northwest Mining and Geological Exploration Group Co. for Nonferrous Metals (NWME) and is based in Xi’an city of Shaanxi province, China. Northwest has more than 6,000 employees including 800 geologists, technologists, and engineers.
Northwest is one of the top five exploration and mining Bureaus in China amongst around 100 provincial Bureaus in terms of revenue and technical capacity. Northwest was one of the first Bureaus in China to conduct exploration projects in partnership with overseas companies. In 2007, Northwest incorporated a joint venture with Yukon Nevada Gold Corporation to carry out exploration on new acquisitions. In 2008, Northwest, in partnership with Jinduicheng Molybdenum Group Co., Ltd., acquired Yukon Zinc Corporation.
Right on man!
Well the Official PACER documents
were filled today.
There is a chance we will get a P.R soon . imo
Possible P.R afterhours!!
MAXM sittin @ .016 !!
Here we go!!!!!
Thanks for calling bud!
This will be over .10 in no time!!
.014's UPPP!!!
MM's are playing games!
BIG gap up this afternoon IMO!!
MM WANTS YOUR SHARES!!
DONT SELL TO THESE DBAGZ
THERE GUNNA LET THIS RUN TODAY!!
I too am concerned about TOUCAN :(
He would be ecstatic about this news!!
ONLY THE DEBTOR(FIRSTGOLD) CAN SELL UNDER 363
MR. COSSITT: Yes. Bill Cossitt, Office of the
United States Trustee.
Only the debtor can sell under 363.
THE COURT: I know that
Unless they Voluntarily give the Lenders possession!
Which they have done! http://biz.yahoo.com/e/100608/fgocq.pk8-k.html
Firstgold verbally stipulated to allowing its primary secured lenders, Platinum Long Term Growth, LLC ("Platinum") and Lakewood Group, LLC ("Lakewood"), to pursue their contractual and state law rights and remedies to foreclose and take possession of all collateral securing their debt obligations with Firstgold pursuant to their security interests.
As I previously posted: MR. HARRIS: -- there is no right to pursue a 363 sale. But I’ll be glad to listen, and if it helps the creditors and the "shareholders", we’ll look at it very seriously.
They voluntarily handed over the assets!
Why? Because it benefits shareholders/creditors to sell under 363.
-EOM
*STRONG BUY*
Also from the court-hearing
MR. HARRIS: -- there is no right to pursue a 363 sale. But I’ll be glad to listen, and if it helps the creditors and the "shareholders", we’ll look at it very seriously.
http://www.sidedraught.com/stocks/FGOCQ/04202010%20Hearing/Transcript-%5BCourtesy%20Iggles2009%5D-Reno_Firstgold%20Corp_042010.pdf -- see page 26
They have obviously looked at it very closely and discovered it helps "shareholders" & creditors !!!
NOW THAT'S ONE HEALTHY LOOKING CHART!
Not your typical P&D B.S!!!
Thousands upon Thousands of dollars Accumulated over the past several days!
Wonder why??? LOL
BIDDING WAR!!Great news!!
Considering that Firstgold had lined up a $26.5 million deal with China's Northwest Nonferrous International Investment Co to buy a 51-percent stake in the company and develop the Relief Canyon(when gold was under $1000). A fair estimate would be at least triple that for %100 ownership of the mine!
As I have posted in the past the "Value of first golds equipment alone exceeds the secured debt! http://investorshub.advfn.com/boards/read_msg.aspx?message_id=55136919
The Court - the sale will take place
under Section 363, in order to attempt to maximize the value of
If the assets, and perhaps there will be bidders that will exceed
the amount of secured debt and there would be additional
proceeds for unsecured creditors(shareholders), I don’t have any objection to that! http://www.sidedraught.com/stocks/FGOCQ/04202010%20Hearing/Transcript-%5BCourtesy%20Iggles2009%5D-Reno_Firstgold%20Corp_042010.pdf
We all know that the Merger or Acquisition is not organized around any of the Assets that are now possessed as “collateral” by the secured Lenders:
MR. HARRIS: We’re not going to reorganize around the
real and personal property collateral of Platinum
THE COURT: What’s left?
MR. HARRIS: Your Honor, we have approximately $40,
$50-million-dollar NOL that we want to preserve, and there is
benefit for the creditors as far as money.
Lets put the Merger/acquisition aside,
I think it is reasonable to estimate First Golds current assets would sell for WELL over $50M. Here is a recent financial report valuing our assets @ $105 million - http://www.scribd.com/doc/30832353/FGOCQ-March-2010-Mor . For this calculation lets use a “low-Ball” estimate of $50M , with currently just over $190M shares outstanding , $30M realized to our stock values our shares over $.14 , this is not including the NOL’s that are being put to use to merge with another company.
We cannot rule out the "factor" that First gold hasnt lined up a deal to Merge with the company that acquires the canyon!(SELR?)
Lebeds pumping SELR aswell
http://stockreads.com/Stock-Newsletter.aspx?id=34229
"In my opinion! SELR is working to become an active gold producer through exploration, "acquisitions, mergers", and by developing its existing portfolio of properties!"
VERY NICE POST!!!
Scott Dockter is a HUGE unsecured creditor here!!
I had a nice discussion with him on Friday!!
He also is a MASSIVE shareholder!
He said "theres alot on the plate for the next hearing"!!
Scott also hinted that SELR.OB has "interest" in FGOCQ.
LMAO look how thin that is!!!
Congrats to those who held!!
A NICKEL TO A DIME IN NO TIME :)
$.05 to $.10
GAP UP IN THE A.M imo
Weak hands have been shaken off!!!
- ALOHA!
COURT UPDATES WILL BE GAME CHANGING
BUY and HOLD until then!
*STRONG BUY*
For those who sold
Thanks for the cheap shares!! lol
Can I have some more???
This is going to run hard tomorrow imo
I can't find the official docs,
But heres an old post that is accurate to the best of my knowledge:
http://www.investorsiraq.com/showthread.php?143638-FGOCQ-First-Gold-Corp
They have been converting their note holders to equity and have been paying vendors/contractors with equity for a while now, to the tune of about 100 million shares over the past year. There are a little less than 200 million outstanding.
.01 LAST CALL PEEPS!!
.04+ by end of week imo !
.005x.006 (So Thin)
Get in before volume arrives imo
SLEEEEEEEPING GIANT !!!
ZZZZZZZZzzzzzzzzz
4.9 Billion O/S ?? LOL
-Lame
Nice :)
When are you funds cleared?
FGOCQ Value of Equipment alone pays off debt!
Bankruptcy sale --> http://reliefcanyon.com/Home_Page.html
Read page 7 ==> http://www.scribd.com/doc/30832353/FGOCQ-March-2010-Mor
* Mining equipment , Market value -- $2,000,000
* Crushing equipment, Market value -- $2,000,000
* Processing plant & equipment, Market value - $7,000,000
* Lab equipment, Market value - $11,200,000
Total value = $22,200,000
Secured debt = $19,357,961
NOL's = $50,000,000, see pages 14/15 of court doc.
(This alone prices us @ $.20)
Relief mine leasehold improvements = $86,000,000
Court Hearing ==> http://www.sidedraught.com/stocks/FGOCQ/04202010%20Hearing/Transcript-%5BCourtesy%20Iggles2009%5D-Reno_Firstgold%20Corp_042010.pdf
The Court - the sale will take place
under Section 363, in order to attempt to maximize the value of
If the assets, and perhaps there will be bidders that will exceed
the amount of secured debt and there would be additional
proceeds for unsecured creditors(shareholders), I don’t have any objection to that!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=5513691
FGOCQ Value of Equipment alone pays off debt!
Bankruptcy sale --> http://reliefcanyon.com/Home_Page.html
Read page 7 ==> http://www.scribd.com/doc/30832353/FGOCQ-March-2010-Mor
* Mining equipment , Market value -- $2,000,000
* Crushing equipment, Market value -- $2,000,000
* Processing plant & equipment, Market value - $7,000,000
* Lab equipment, Market value - $11,200,000
Total value = $22,200,000
Secured debt = $19,357,961
NOL's = $50,000,000, see pages 14/15 of court doc.
(This alone prices us @ $.20)
Relief mine leasehold improvements = $86,000,000
Court Hearing ==> http://www.sidedraught.com/stocks/FGOCQ/04202010%20Hearing/Transcript-%5BCourtesy%20Iggles2009%5D-Reno_Firstgold%20Corp_042010.pdf
The Court - the sale will take place
under Section 363, in order to attempt to maximize the value of
If the assets, and perhaps there will be bidders that will exceed
the amount of secured debt and there would be additional
proceeds for unsecured creditors(shareholders), I don’t have any objection to that!
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=5513691
Looking good waninga!! :)
HIT THAT ASK GUYS!! (While its under $.01)
It is Obvious that you don't understand the "Reorganization" process!!
And how share-holders and unsecured creditors realize value through NOL's Mergers,or 363 sales.
NO worries!
Snoooze you looo$E !!!