Thanks SSK,. After so many years I finally won 1 !!

Thanks again for running this fun contest.

Happy Holidays to all.

Bernard

FYI I have EPGNF Epigenomics but it did not make the list of stock starting price
.

BTW it is quite a good one with a big event coming up before Aug 27th. I am up 100% on my real portfolio. Check the presentation on their site.

Cheers
BG

60% up and I did not even make it to the top 10!!!

Tough group.

Cheers to all and stay safe.

Reader's digest version:

FQM (Minera Panama) did a lot of bad things. The Panama court is working on it and FQM could be in trouble on multiple counts. That includes the company officers.
Catch the next quarter FQM CC. It should be interesting.

Also, PTQ got the Spanish mine back per a Sevilla court order (# 67.9/2019 dated June 16 2020)

One step at a time.
We will get more days in court.

Cheers

We maybe back.

Here is an interesting website about Petaquilla and the different court cases. FQM seems to have a problem

https://petaquillamarcom.com/

I would not be so sure.

Stay tune,

To respond to your message I would like to make a few points:

Yes the company is very solid and progressing nicely. Maybe not as fast as some expects with the new products lines.

Even so the quarter was good it was not as good for me as I expected especially on the margin line. The impact of the merger should have been better on the margin. However, we should give it a bit more time to settle down. Match for the margin in the next Q due quite soon.
My top line expectation was also higher but new product line always take longer than you thing to be accepted by the consumer. This is not a Biotech where just an approval makes a stock jump. In this line of business you have to actually sell the product

The stock behavior in term of large variations of the SP is actually normal. The reason is that it is a very finely traded stock and the sell of a few 1000 shares can make it go up or down by large percentages. This is the danger or opportunity (if you time it) for this type of stock. I seriously doubt that any large shareholders sold any shares. Some small holders had very high expectations due to the optimism of the CEO and they may have sold a few shares.

You should not be in this type of stock if you are not in it for the long term. The obvious exit strategy for this one is a sell of the company to a large food supplier. I can only see that happen in late 2019 early 2020 and it will be valued as an EBITDA multiplier..

In the mean time the company will keep progressing and the stock will follow and upward trend just based on the multipliers.

Digi

It looks like it could be a few more days. Maybe mid next week.

Digi

10K is a bit late due to the merger and new CFO
I would expect something next week.

FYI, I have a lot of shares and I am a big fan.

Digi

Give me an email address in a private message. I cannot answer private message.

I will add my 2c or should I say 9c since we can still trade in the US and we hit 9c today.

First comment is that I hope everyone understands that the Thrust deal is only concerning Molejon.
1. Funding of Molejon by paying only what is mandatory to start production. Worker's back pay is one them and the Gov. made sure it happens that way.(I am guessing that operating within a trust protects the company from some creditors)

2. Profit sharing is only for Molejon generated profit. (that calculation will be interesting. How do you split the G&A?)


Second, I understand that the previous deal discussed of a gold forward purchase is still alive. The Trust funding portion must be a prerequisite to a gold purchase agreement. My guess is that the bond holders / guarantors wanted to have evidence that gold could be produced. To close that agreement will also require a full filling of previous Q and Year. Since big accounting firms do not work very fast and only start after they receive a check I do not expect the filling to be done before some time in late February. In my opinion the TSX will play ball since there is a clear path for getting out of this mess. As of now it looks like they will but there is no guaranty.

I believe that if and when the gold purchase agreement closes then the funding will start immediately for Portugal. That asset is a low hanging fruit with great ROI for minimum investment. What we did not do that earlier when we had money is beyond me!!

By the way, I have no idea where the requirement that "Fifer has to step aside" comes from. I know some of you would like that but I do not see it. Operation management of the "PTQ 2.0" will be different and the overseeing by the Trust owners and Bond holders will be very significant. So, yes Fifer will get some "help" from them and that is a good thing. Also, none of the deals include "massive" dilution. Some people would like you to believe it does but it is not correct.

As I said a few times in the past we are still alive. Now we are almost out of the hole. Not quite, but almost.

Good luck to all.

Short answer: Yes

Filling sometime in February

There is still a pulse.

Cheers

Your last question about why some people are still posting if PTQ is hopeless is a very good one and the answer is "I have no idea why"

Now, talking about investment.

First some definitions of terms I found about investing and gambling.

Investment:
"An asset or item that is purchased with the hope that it will generate income or appreciate in the future"

Gambling
"the act or practice of risking the loss of something important by taking a chance"

When you think about it the 2 definitions are not that far apart. The biggest difference being the odds.

At the present time buying some shares of PTQ is not an act of investing and has not been for a very long time due to the odds of success. It is pure gambling. Mind you the odds are not as bad as a lottery ticket. You buy it at 2c and it could very well be at 8c by the end of the week on any kind of decent news. That would be a 4X return. However, it could also be at 1c and also at 0c by the end of January.

What are the odds? I am not going to give a percentage chance but contrary to popular opinion and to several articles in La Prenza the company still has a pulse. It may be faint but it is still a pulse. A prepayment on production that was described in a PR is still being discussed from what I hear. Will it be concluded? Who knows? and I sure don't know. We have been there before. You will not have to wait a long time to know the answer. If it is concluded it will be in the next week or two.

So,
Gambling? Not that bad, it's an interesting bet for a 3 to 4X return in a couple of weeks. Just don't complain if it crash and burn.

Investment? I would look for something else.

I would look at a rebound on oil. It could go down further from where it is today but it will rebound to the $70 range. Pick your spot and your company.

As they say in Vegas when you get to the table "Good luck"

Maybe I misunderstood the tone or maybe the translation was incorrect but you do not have a RIGHT to get answer from me. I do not work for the company I am just an investor like you. Moving on from that point.

I happen to be able to obtain more information than some other people by just asking the right questions in the right way. Also, I have been trying to help vs other people that delight in trying to kill the company and enjoy making fun of fellow investors that lost money in this disaster.

First you have no idea if someone it taking a salary since we have not seen the financial. I do know that Fifer is working on trying to finalize a solution.

The deal is real and is in progress. Per previous PR it is an interest bearing advance on future purchase of gold. It is taking a lot longer than I ever thought but it seems that progress are being made.

The TSX gave an extension of 60 days until the end of January to close the deal and file the year end and quarterly.

We can safely assume that the company presented the details of the deal to the TSX in order to get that extension. The TSX would have delisted the company already if that was not the case.


I hope that helps

I do realize that the dimmer is quite low.

A least the saga continues. Some of us are trying to salvage something for themselves and for other fellow investors out of this mess vs delighting in a crash and burn. I never can quite get the reasoning of being happy if someone lost money.

To each its own

just to clarify:

This is a notification that they applied and received a 60 days extension to comply.

Another word they have until the end of January.

The lights are still on.

You are correct, It must be my incredible charm. LOL

We are still breathing (I checked the fog on the mirror) and contrary to popular opinion expressed here we may have a chance.

Let's see what next week brings. Who knows it could be good.

FYI this is the translation of an article that was published in Andalusia Spain about LP

My understanding is that the company issued a cease and desist letter to KDL.

The court will decide who owns the mine.




POSSIBLE PLOT AND FRAUD IN SPANISH MINING
Kimberley Diamonds Ltd. and the Government of Andalusia could be acting above the law
The urgencies of companies and government agencies have found the need to create jobs in Spain, a chance to further their own interests, economic and political.
Kimberley Diamonds Ltd. mining company (specializing in diamonds) presented (corporately and media) as the mining project itself active Lomero - Poyatos (gold deposit), located in the province of Huelva.
The Andalusian in turn has enabled the above, occurs. From research grant rights, to make statements in the press by the Australian company.
The fact that catches the eye is that the research and exploitation rights belong to the Spanish company Iberia SAU Resources Corporation (a subsidiary of mining company Petaquilla Minerals Ltd.) has appealed under the Spanish courts before the plundering done.
Iberia SAU Resources Corporation, currently is traveling legal remedies against the Andalusian irregularities in conduct of the public entity to the rights of the company.
The Andalusian and Kimberley Diamonds Ltd. company allegedly not respecting the rule of law certified as a Spanish member of the European Union. Iberia SAU Resources Corporation currently owns the rights to research and exploit the mining project Lomero - Poyatos, even surface right until the Spanish Courts of Justice delivered judgment.
PHOTO: Andalusian authorities and representatives Kimberley Diamonds could be acting above the law

I have no idea what that address is but I checked Power Blue
1931 NW 150 Av. Suite 216, Pembroke Pines, Florida, USA
A much better address.
Guess what? they are listed at $650m portfolio and own a gold mine in Peru.

Could it be the other mine I refered to previously?

Not much time to work on it. I am travelling in Europe. Hard to concentrate between 2 wonderful meals.

Cheers

This is a very good question and very worthwhile to pursue.

In my opinion this is the type of question that we can collectively try to get an answer from the company.

Bitching is not a very constructive action plan. Some here have done that for years. I have no clue why they are still in this stock since there is no hope in their opinion. Please move on, we got it.

The company is lousy at communicating. We all got that. No need to copy and past the same stuff.

Since I seem to be one of the rare one that can communicate somewhat effectively with the company
I will try to address your question with the company and report. In the mean time you can read between the lines in my previous posts concerning something up their sleves. I do connect dots sometime.
To answer your lender question the answer is yes I would not give them money unless the plan was rock solid ( pun intended). I am still chocked at the lending rate.

Cheers

This works both ways. Just because the other side publishes something does not mean what they say is true.
I know the track record is not very good but why not wait until the final words.
At the end only the words from the courts count.

Cheers

Spain

There is a court Injunction suspending all administrative actions concerning the mine. So the action of KDL maybe in violation of that court order. Interestingly this action could be helping PTQ's case in the courts.

We will see. The one with the best political connection will win just like any place in the world.

I am working on getting a copy of the court papers.

Cheers

I will try to answer both posts in 1.
The funds disbursement were documented by the company at least the big chunks. The largest part was paid to DB. The rest to other landers and payable holders. The numbers should show up in the year end balance sheet. I can't wait for that one.

Production feasibility. I believe GI covered that and I touched on it.
The best point GI made was that you would think lenders of $60m did some due diligence on the feasability of production level. They know the history and they were not born lat night.

My best WAG For production over 3 yeas
120k from stockpile
90 K Molejon
100k Portugal

Since Molejon could be more than 90K it is a tall border but not out of the possibility.

Do not forget that they need to ramp up so the year 3 would need to be around 120 to 130K run rate per year

2 wild cards are production from Spain and from another location

Cheers

This is a pure WAG but an educated one.

I would not be surprised if the new guys are going to take a large position in PTQ. If they do, they will do it slowly. An indication of this would be if the total daily average for Canada and the US floats around 1m shares over the next 3 weeks.

Another word we could see a very slow uptick until the end of the month. We will get a pullback at some point but not yet IMO.

I hope the company issues a PR when the money is in the bank and when phase 2 of that deal starts. However, we all know too well about the great communication skills of this company so don't hold your breath.

Wow!!

I had other comments but I deleted them. Not worth it!

The price of gold is only relevant as it relates to the production cost.

Most gold companies have a cash cost of close to $900 so I agree they would be in deep trouble if gold was as low as $1,000.

Personally I do not see gold in the $600 range but I could always be wrong. Gold has always been and remains a safe heaven and the world is is a very volatile place right now. BTW, the worst potential for trouble is not in the middle east. That region is just a good place for weapon manufacturers to unload their inventory. (look at their share price recently)

PTQ has 2 locations where they can produce gold really cheap (below $400)

They are the heap leach in Panama and Portugal.

Portugal development cost is quite low and very affordable for PTQ under the new financing. Production cost is extremely low.

Bottom line is that PTQ still has a pulse regardless of the POG. Check my post of September 15th where I gave a hint.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=106281049

This post was in response to post post# 25859 where someone told us that PTQ was totally finished. "WE ARE FINISHED. Goodnight and so long "

Will PTQ ever be a high flyer? of course not under the present structure and I do not mean the share structure. I mean strategic partners and G&A.
What we have is a reasonable chance to go back to the 30c to 40c range in the next 6 months. If we get to that point it will be time to assess if it it worth staying in it or not. Maybe the structure will look quite different at that time (hint). Maybe we could have some other assets available for production. Spain, other locations etc.

Yes I have been very active in a positive way in the background contrary to some people that just spend their time day after day B..G and M..g. and that love to rub it in on people that lost money. So my point is: stop B.. start doing.

FYI In September I have been a buyer in the 4 to 5 cents range. I needed to lower my cost basis. The risk was acceptable and I am glad I did it.

Cheers and good luck to all

PS. Could we just try for once to have a civil and constructive discussion? Please.

I would not be so sure.

There is still a pulse.

Stay tune

Good luck

You cannot miss 10 to 15 guys together lol
Ask for the mart group.

Cheers

By guy. I do not have PM. Check the details for the lunch on my post.

Cheers

4th annual pre-AGM Posters lunch

Well, it looks like we will have a lot to talk about at the 4th annual Pre-AGM lunch. It is going to be an interesting discussion!!!


I will publish a report after the AGM

Just a reminder of time and location:


Date: June 20th

Location: Red Fox Pub at the Downtown Calgary Ramada Inn, corner of 6th street and 8th Ave.

Time : 12:30 PM (we will start at the bar due to Friday popular lunch)

France is playing the Suisse at that time. I made sure they have TV screens

Lunch is a buffet and you are on your own for that. They do not take "IOU until I get my deferred dividend payment."

From there we will go to the AGM. The AGM is walking distance from the Ramada Inn.

All the usual suspects will be present including some very well known posters

See you there.

4th pre-AGM Posters lunch



The Pre AGM lunch is on by popular demand.



Date: June 20th



Location: Red Fox Pub at the Downtown Calgary Ramada Inn, corner of 6th street and 8th Ave.



Time : 12:30 PM



From there we will go to the AGM. The AGM is walking distance from the Ramada Inn.



All the usual suspects will be present.



Please confirm you attendance by PM or at ourhone@aol.com



See you there.

I want to make sure that the intent of this post is clear to everyone:

This post is only intended as a source of information and in no way reflects any support for management of Petaquilla or for any group trying to change that management.

Just in case some of you do not know about what represents a change of control and its implications you should read the following from public documents. Before you do that you should also consider a few facts:

The PTQ Board is limited in the By-laws to 5 members and at the last stockholders meeting 5 Board members were elected to a 1 year term ending in November 2014

In some companies by-laws or Shareholders right documents a Board member can be removed with 50% of the voting shares. I have no confirmation that this clause exits for Petaquilla and that a Board member can be removed prior to the end of his/her term.
I could not find it in the Shareholders rights document approved last year and do not have a copy of the by-laws.

In case that removal was authorized, in order to elect 4 new Board members that are not proposed by the present Board you need to first remove the present Board members then vote in the new ones under a majority vote.

http://www.canadiansecuritieslaw.com/tags/tsx/


The same clause applies to regular election of the Board.

If accomplished that change triggers a lot of different items.

Here is what you can find in the 2013 notice of annual meeting for petaquilla:

"Each of the Named Executive Officers has written employment agreements with the Company that sets out his rights in the event of termination without cause. Each agreement entitles the Named Executive Officers with separation payments equal to either one time or three times, as the case may be, his annual compensation if dismissed from his position without Cause as defined therein. In the agreements, Cause is defined as one of the following:

(a) the inability of the Named Executive Officer to perform his duties due to a legal impediment such as an injunction, restraining order or other judicial judgment, decree or order entered against the Named Executive Officer;
(b) a breach by the Named Executive Officer of a material provision of this Agreement;
(c) the failure of the Named Executive Officer to follow the Company's reasonable instructions with respect to the performance of his duties;
(d) any material breach by the Named Executive Officer of his obligations under any code of ethics, any other code of business conduct or any lawful policies or procedures of the Company;
(e) excessive absenteeism, flagrant neglect of duties or serious misconduct; or
(f) any act or omission of the Named Executive Officer that would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee.


All of the Named Executive Officers have written agreements with the Company that set out their rights in the event of termination following a “change of control” of the Company. In the event of termination, either by the Named Executive Officer or the Company, of the Named Executive Officer’s engagement
by the Company following a “change of control” as defined therein, the Company shall pay to the Named Executive Officer, an amount three times the annual compensation being paid to the Named Executive Officer as the time of the change of control.


A “change of control” shall be deemed to have occurred
when:

(a) a person becomes a “control person” (as that term is defined in the Securities Act, (British Columbia)) of the Company; or

(b) a majority of the directors elected at any annual or special general meeting of shareholders of the Company are not individuals nominated by the Company’s then incumbent board of directors; or

(c) any person or group of persons acquires the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of the Company through:

(i) the legal or beneficial ownership of voting securities;
(ii) the right to appoint managers, directors or corporate management;
(iii) contract;
(iv) operating agreement;
(iv) voting trust;


By the way the total separation package for all officers would amount to $3.5M payable immediately. Ouch!!!


Change of control triggers a lot more than the severance payments to Directors and Officers.

Most contractual agreements include a "change of control clause"

I would guess that the FQ/DB agreement has such a clause.

Leasing agreements and loans also have that clause.

Most agreements made with regular creditors become null and void at a change of control and the liability is due immediately.

Mining concessions very often include a change of control clause. Here goes Portugal (maybe)


The first point in all of that is that someone better have a good handle of the unintended consequences of a change of control because it is clear that it is a change of control. If one does not have control over the events or ignore them one may become liable individually or/and as a group.



Another thing that I would like to bring to your attention is that in the shareholders rights agreement contained in the annual meeting notice there are several cases that a person or group having a 20% voting right are defined as "beneficial owners" and therefore "acquiring person" with all the liabilities attached to those definitions. It is a very complex document that needs to be reviewed by legal counsel.

The second point is that I strongly advice people pledging there shares to another person or entity to review all documents before doing so.


One more thing.

A representation has been made publically
" believe it or not, but I can guarantee you here that already over 70 MILLION SHARES IN PANAMA agree and support my plan. "

This is a very serious representation made by a person seeking proxy votes or pledges of votes to make major changes in the functioning of a publically traded corporation. The word "guaranty" means that signed documents of verified ownership has been received. If it is not correct it could be considered as a misrepresentation of facts by a proxy seeker. It also mentions a "plan" that does not seem to be supported by a legal opinion that reviewed its viability. That viability is in serious doubt considering the document listed above. The "plan" also has major risks factors for the supporters that have not yet been clearly defined. Other representation that "money is available if the Chairman is out" are a bit risky statements. Not as bad as the "guaranty" but close.

I have a very very friendly suggestion . I would restate that statement to say something like:
"I received strong interest of support for my potential action plan from stockholders that claim to represent an aggregate ownership of 70 millions shares. Details, legal viability and risk factors of that action plan are forthcoming and will soon be presented to them and any other interested person for their review. I also received strong indication that financing would be made a lot easier to obtain with a new team leading the company"

I stated before that I am not in favor of a plan that is not based on sound legal advice and sound financial knowledge. An illustration of the financial part is the recent convoluted discussion about AP and liabilities of the company. I favor a different more rational approach to move forward and protect our shareholders rights. It may not be as satisfying as chopping a bunch of heads but it has at least a chance to succeed.

What I would not like to see is a lot of nice people that are pretty upset but well intentioned embark in a project that has a lot of unforeseen implications that go well beyond losing 100% of your investment.

Good luck to all of us.

Disclaimer:

Any opinion, interpretation of documents or otherwise expressed in this post are to the best of knowledge and could be wrong.

They hit some of my hot buttons.


Marketwire via COMTEX - Tue May 27, 03:02PM CDT




Further to its news release of May 12, 2014, Petaquilla Minerals Ltd. (TSX:PTQ.TO)(OTCBB:PTQMF)(FRANKFURT:P7Z) ("Petaquilla" or the "Company") announces that it has executed the early payout of the existing gold and silver prepayment agreements, as well as the convertible loan previously negotiated with Deutsche Bank AG and, consequently, has obtained the full release of all existing encumbrances on the Company's assets. In addition the Company has also reduced a significant portion of its short-term liabilities and re-affirms its commitment to a policy of balance sheet strengthening by further pursuing opportunities for the reduction of other current liabilities.

In Panama, Petaquilla plans to ramp up gold production through plant and leaching operations at its Molejon gold mine to 4,000 ounce per month with an expected cash cost of $850 per Au oz. and to be cash flow positive in the second quarter of FY 2015. The Company has sufficient reserves at its Molejon gold deposit to continue production at that rate for a further five years. In addition, 152,000 gold ounces slated for leaching are presently stockpiled at Molejon. A plan to reduce G&A costs and to align general compensation with the Company's new goals will be implemented immediately, with further cost-cutting measures to be introduced at the beginning of the new fiscal year.

Concurrently, Petaquilla is strategically positioning itself for growth and production in the Iberian Peninsula, focusing in the near-term on mineral resource expansion and the development of its Iberian properties. The Company is targeting production in both Spain and Portugal in the early part of next year and increasing and sustaining growth thereafter.

About Petaquilla Minerals Ltd. - Petaquilla is a growing, diversified gold producer committed to maximizing shareholder value through a strategy of efficient production, targeted exploration and select acquisitions. The Company operates a surface gold processing plant at its Molejon Gold Project, located in the south central area of Panama. In addition, the Company has exploration operations at its wholly-owned Lomero-Poyatos project located in the northeast part of the Spanish/Portuguese (Iberian) Pyrite Belt and several other exploration licenses in Iberia.

Disclaimer. - Certain statements in this press release constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, potentials, future events or performance (often, but not always, using words or phrases such as "believes", "expects", "plans", "estimates" or "intends" or stating that certain actions, events or results "may", "could", "would", "might", "will" or "are projected to" be taken or achieved) are not statements of historical fact, but are forward-looking statements. Forward-looking statements relate to, among other things, the estimation of mineral resources and the realization of mineral resource estimates; all aspects of the development and future operation and production of the Molejon gold mine and the development of other deposits; the outcome and timing of decisions with respect to whether and how to proceed with such development and production; the timing and outcome of any such development and production; estimates of future capital expenditures; estimates of permitting time lines; statements and information regarding future feasibility studies and their results; production forecasts; future transactions; future metal prices; the ability to achieve additional growth; future production costs; future financial performance, including the ability to increase cash flow and profits; future financing requirements; and mine development plans.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of the Company contained or incorporated by reference in this news release, which may prove to be incorrect, include, but are not limited to, the various assumptions set forth herein as well as: there being no significant disruptions affecting operations, whether due to labour disruptions, supply disruptions, power disruptions, political change, protests by native or environmental groups, damage to equipment or otherwise; permitting, development, operations, expansion and acquisitions at the Molejon gold mine and other deposits being consistent with the Company's current expectations; prices for gold and silver and costs of labour and supplies being consistent with expectations; and the accuracy of the Company's current mineral reserve and mineral resource estimates. A variety of inherent risks, uncertainties and other factors, many of which are beyond the Company's control and may be known or unknown, affect the operations, performance and results of the Company and its business, and could cause actual events or results to differ materially from estimated or anticipated events or results expressed or implied by forward looking statements.

Some of these risks, uncertainties and factors include fluctuations in the price of gold and silver; the need to recalculate estimates of resources based on actual production experience; the failure to achieve production estimates; variations in the grade of ore mined; variations in the cost of operations; the availability of qualified personnel; the Company's ability to obtain and maintain all necessary regulatory approvals and licenses; the Company's ability to use cyanide in its mining operations; risks generally associated with mineral exploration and development, including the Company's ability to develop its deposits; the Company's ability to acquire and develop mineral properties and to successfully integrate such acquisitions; the Company's ability to obtain financing when required on terms that are acceptable to the Company; challenges to the Company's interests in its property and mineral rights; and current, pending and proposed legislative or regulatory developments or changes in political, social or economic conditions in the countries in which the Company operates; and general economic conditions worldwide. Forward-looking statements speak only as at the date of this document. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions and, except as required by law, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change. Readers are cautioned not to put undue reliance on forward-looking statements.

On behalf of the Board of Directors of PETAQUILLA MINERALS LTD.

Joao C. Manuel, Chief Executive Officer

NO STOCK EXCHANGE HAS APPROVED OR DISAPPROVED THE INFORMATION CONTAINED HEREIN.
Contacts:
Petaquilla Minerals Ltd.
Joao C. Manuel
Chief Executive Officer
(604) 694-0021 or Toll free: 1-877-694-0021
(604) 694-0063 (FAX)
www.petaquilla.com

SOURCE: Petaquilla Minerals Ltd.



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3 points:

1. I believe I covered what one or 2 new Board members can do in post number 25261. It is not insignificant contrary to what people that have never been on a Board say.

2. I would prefer a larger change/expansion of the Board but as I explained multiple times it is not possible in short order and has plenty of implications anyway.

3. It is possible longer term (AGM) but a small detail is that you need candidates to fill the slots and that's another set of issues, one of them being the D&O insurance the other is the impact of a change of control in all agreements signed by the company including agreements with creditors.

"we need an all new BOD in two months time"

Like all of us I do not have that much of a problem with what we need, I do have a problem with what can be done in a certain amount of time and with limited resources.

First it would take 60 to 90 days at least to convene a Special shareholders meeting and it would require between 5% and 15% of the outstanding shares to request it. The exact number should be in the company bylaws. BTW all stock holders have to be notified around 60 days prior to the meeting if more than 15 stockholders have been contacted for a proxy vote. One can easily prove that this number is already way over 15.

An agenda of the special meeting would need to be drafted then distributed to stockholders (see rule of 15). That agenda could address removing a Board member if and only if the bylaws of the company stipulate that it can be done. As anybody read the bylaws of the company?

In case the bylaws authorized it a Board member can be voted out with 50% of the voting shares. A quorum of 50% of the outstanding shares has to be reached for the vote to be valid. A Board member has 90 days to resign after that. (that would make it about January) That would assume of course that one or more Board member have accepted to be nominated to replace the ousted Board members.
As I said before no one in their right mind would do that without reading the D&O insurance.
As of today no candidate as been identified (well maybe one LOL), let alone talked to, let alone received a copy of the D&O, let alone accepted.

New proposed Board member(s) can be voted on only if it is to fill a vacancies on the Board. The new Board member(s) would require 50% of the voting shares to be elected.

Regular Board election.
Board members are elected for 1 year starting Nov. 18 2013. A proposed set of Board members can be presented at the next AGM. The next AGM can be 1 year from November 2013 but up to 15 months after that date.

A board member needs 50% of the votes to be elected unless the number of candidates is greater than the authorized number of members of the Board (contested election). In that case the candidates with the most votes and up to the authorized number get elected.

It should be noted that a company named Monument recently had a competing set of Board members proposed at their AGM by a concerned shareholder. Contrary to what was implied recently in a post none of the shareholders proposed Board members were elected.

There are plenty of other rules and just plain common sense that you guys should apply before you can say that anybody on the Board or the all Board can be voted out immediately and replaced immediately.

It is absolutely possible to force a Board change but it will not be immediate and it will take major efforts and money.

Again let's take a deep breath and come up with a feasible plan even so we are all quite upset with the company and want to get the bums out.

Disclaimer.
All provided information on TSX or Corporate rules is to the best of my knowledge and I could be wrong in my interpretation as I have been before.

"Where should be the difference between nominate only 1 Board member or 4 Board member (so that they really can make decisions!)? The procedure is exactly the same"

The procedure is completely different. Please read my previous post in detail. The explanation is there.

Everybody needs to catch up on TSX rules and regulations. This is not amateur night.

Collecting vote is one thing (One more time I will point out that this action is regulated with legal consequences attached to it for the participants)

Once you have votes what do you vote for? If a slate is not approved by the TSX and follows TSX rules you have nothing to vote for.

I agree completely that some blood should be spilled but both the patient and the surgeon need to survive the operation.

I am just trying to explain where the land mines are. It is up to any of you to step on them if you want.

Jal, By the way thanks for some of your previous posts and support of what I am trying to do. I must say I was pleasantly surprised.

The purpose of my extended post was not to assign blame (plenty of that to go around) or to say would should be fired, canned or burned at the stake. I do agree that some of them deserve it.

The purpose of the post was to establish a base of what is possible to be done when you have very limited resources. Waving a bunch of emails will not do the trick because it does not comply with the TSX rules and you will never even get a chance to have something to vote on.

It makes me think of a well known book by Miguel de Cervantes. Something about chasing wind mills if I recall.

I urge some of you to research the rules governing the formation of a stockholder group representing more than 10% of the shares and strongly advise them to use a legal counsel and I mean a real one not a friend that read a few of the TSX rules.

Soliciting votes is a regulated exercise. We are talking personal liability here and the D&O insurance is for Directors and Officers not for stockholders.

One can agree or disagree with my suggestions and if it will work or not but IMO it is the only approach that is feasible short of finding a mining shark that will put the money up but dump all the shareholders. Oh yes, the previous team will be gone and that will make you feel good but the new team will control the company and will own most of the shares. Do anybody seriously think that such an individual will bring their own team and do it for nothing!! Remember that the solution to pollution is dilution!!!

You are right, nobody will loan money to this company under the present condition. If by a miracle they do it would be with unacceptable terms. BTW, I am not even sure if the company needs money until I see the post FQ deal balance sheet and the going forward plan. Am I skeptical about that plan? you bet I am and that's were influence can pay off.

Ok, let's take a big breath and start thinking a bit.

Since my name has been used quite a bit I though I should put in my 2 cents.

Disclaimer statement:
I am not an attorney and do not represent anybody. Readers should consider the following explanation only as my opinion and my own interpretation of rules and regulation. I have been wrong before and this time I could be wrong again .

A strategy of "let's fire all of them" and "let's replace them with our new team" is not a very good strategy for a bunch of shareholders that are justifiably upset with management. It can be done but only buy someone willing to finance it in a big way and take over the company. I will venture that a person willing to risk a lot of capital paying for legal fees and all associated expenses is not altruistic and will not do that just because they feel bad for some stockholders. They will want quite a bit more than a potential increase in share value.

I hope everybody realizes that a proxy fight is not a cheap undertaking both in time and money.

It takes a lot more than collecting a bunch of emails with some names and a number of shares on it to have a proxy fight.


First let's clear up a few things. IMO a Board of Director is not the management of a company. The management is the CEO, COO, CFO and other officers. You cannot fire the management team by a vote. Only the Board can fire the officers of the company.

If the Board wants to fire one or more Officers of the company the first thing the Board will do is to read the officers employment contract and consult an attorney to review the local labor laws. Employment contracts usually have separation packages and they are not small. Since none of us have any idea what they are let's not even discuss a wholesale firing of the management team at the present time. That comes later if needed at all and it includes a replacement plan. But just for fun, imagine that the all team is gone tomorrow morning including the CFO. Who will turn the light on, who will pay the bills, who has signature on the check book, who talks to the local authorities, who direct the company legal counsel etc. etc etc.


So let's keep the discussion as a Board change of one or more of the Board member.


A new Board member can be selected by the Board at any time to replace a departing Board member or fill a vacancy in the number of Board members authorized by the bylaws.

Board members reappointment and a bylaws change authorizing a new number of Board members can be done at the AGM. Usually the present Board makes a proposal for a Director slate and the shareholders vote on it.

A “shareholders concerned” letter proposing a competing slate of Directors can be filed with the Toronto exchange for the next AGM and if approved put to a vote at the AGM with the other slate . If you do not have a competing slate of Directors at the AGM the only thing a stockholders can do is vote no if they do not like the Directors. Since someone will vote yes the Directors are reelected.

If you have more Directors being proposed than the authorized number of Directors then the candidates with the most votes are in the others are out. As simple as that.

That document needs to be drafted by a Lawyer in accordance with applicable securities and corporate law requirements since it is a solicitation of proxies. The regulator will reject any filling that is not done properly and you never get to vote period. If anybody under estimate that part they are wrong.

Once you have done that and Toronto approves it a list of shareholders has to be acquired (at a cost) and mailing has to be done to all stockholders in a timely fashion prior to the AGM. (another cost)

The document mailed to stockholders will contain the list of people proposed as Directors as well as their background. Prior to sending the letter you will need a written statement by each proposed Board members that they are able (qualified in a legal sense) and willing to be nominated.

The first thing the potential Board members will ask is a copy of the Directors and Officers insurance. Nobody in their right mind would go on a Board without that for any company so it is even more important for a company in trouble.

Once all of that is done you will have to get the people to actually vote. They don’t always do it even when they tell you they will in an email.

The best way to secure the votes is to obtain a proxy vote document from each shareholders. The proxy has to be done in accordance with the Toronto exchange format and notarized to be valid.

I believe the proxies have to be presented in person at the AGM by the proxies beneficiary.

The present Board will fight it and will use company resources to put together a legal fight. The proxies holder needs to respond with its own legal resources.

The vote can only be done at the AGM.

If after all of that the slate of new shareholders is approved then the fun starts with the first meeting and who controls the check book of the company.


The AGM is a long time from now and so many things can change between now and then.

One way to do a complete Board change prior to the AGM would be to force a special shareholder meeting. I do not know what the procedure is but should be in the company bylaws.


What I want to point out is that this undertaking of a total Board change is a bit more complex than many people think.


There is an interim path for shareholders is to to select one or 2 potential Board member that are committed to respond to shareholders and put a descending vote in actions by the Board that are not in the best interest of the stockholders.

Remember that any Board member can put a motion for a vote and the vote is recorded. This becomes part of the record if a lawsuit is going against the Board.

One Board member can make a difference with a Board.

To elect a new Board member if a spot is open can be done immediately by the Board especially if the Board is under pressure from the stockholders.

Pressure can be applied to the Board in many different ways. A very subtle way is to remind them to read their D&O insurance.


A letter to the Board nominating one or two candidates signed by shareholders and listing their holdings and addressed to the present Board would greatly help.

If the number of shares is very large the Board will need to respond with a yes or no. Regardless of the answer that will shake the tree.

This may still require a legal review since there are some regulations on shareholders getting together. They exist in the US but I am not sure about Canada. Regardless, if the number is over 10% filling as to be done but it is relatively simple.

Good luck to all.

I have the feeling Tuesday will bring us some most needed news.

4th annual Pre AGM lunch

The next few weeks before the AGM are going to be interesting. As we are in a mist of transformative time for Mart I would like to have all the Mart posters join us for our annual lunch on the 20th of June in Calgary.

In order to secure the proper venue I need to know how many of us will join. The probability is that it will be at the Ramada downtown.

Please let me know as soon as possible if you will attend. You can do that by posting here or preferably send me a private message so we do not clog the Board.


If you are just a guest on IV please email me at ourhone@aol.com

This is not a sponsored event so you pay for your own lunch.

All are invited and yes even the controversial posters. I am all for open, intelligent and civil discussion.

The last 3 years have been great so I am looking forward to year 4.

Cheers

Pronto maybe sooner than you think.

This was the first shoe.

Some of us are trying to help the process VS some people that try to destroy the process.

Have a nice weekend