Pearl Asian Mining Answers
The Commonly Asked Questions of the
90% Buy Back of Its
Issued and Outstanding Common Shares
Pearl Asian Mining Industries, Inc. answers the commonly asked questions on the 90% Buy Back or approximately 27,000,000,000 of its issued and outstanding common shares using a convertible debenture. Pearl Asian has NO intention to hurt the PAIM Shareholders. The buy back is another creative and positive tool in reducing PAIM huge public float, thus benefiting all the shareholders and the success of producing gold by the company. Pearl Asian continues and will ever respect to cherish all of its shareholders, from the smallest to the largest and from the poorest to the richest!
(Q1) If I have 50 Million shares bought at .0001. The company is saying they are taking 45 Million out of my account and giving me an IOU for $45,000 which after 5 years I get to keep but I lose my debenture shares. So after 5 years, I am left with 5 Million shares and 45,000. Anytime before the 5 years is up, I can turn my debenture shares into free trading shares for a cost of .01 cents a share, but I can only do this for 10% of my debenture shares. So if I choose to turn my debenture into free trading shares I am left with 5 Million shares from my original purchase and 4.5 Million shares from the debenture, but it cost me $45,000 to convert them. So I will be left with 9.5 Million shares and out $45,000. The company is in effect paying $45,000 for 45 Million shares, they could buy on the open market right now for $4,500.00. They are paying 10 times what they are worth. What am I missing here? Why would a company do this?
(A) Yes, you have it correct. However, the reason to pay with a note instead of cash is that the company doesn't have the cash available to buy that many shares out of the market. If we tried to buy that many shares (27 billion) out of the market it could cost more than $0.001 on average, because as the supply decreases the price will increase. We thought that $0.001 would be fair for several reasons: $0.001 is the par value and since debenture holders will have to wait 5 years there is a discounted value less than $0.001 before maturity. And with the $0.001 price it makes it possible for the debentures to have a market value (should a market emerge on the Yellow Sheets) higher than $0.0001.
(Q2) Can you clarify something for me? In my case, of having 50mil shares of PAIM. I know I keep 5mil and 45mil I bought out. If I wanted, I can sell at anytime and get $45,000 cash; If I stay, I’m guaranteed $450,000 in 5 years or less. My thinking is, I would have received that amount anyway if the value hit $0 .01. That’s where I’m lost. What if the value hits $0.02, etc. do we lose out on that opportunity?
(A) Sorry for the confusion, but PAIM will only be obligated to pay you $45,000 after 5 years if you do not convert back to common stock at the rate of $0.01. For the $45,000 debenture to become worth $450,000 the stock would have to go to $0 .10 per share. But you would have to first convert your $45,000 debenture to 4,500,000 common shares and sell those shares for $0.10 per share to realize $450,000. In that case your other 5,000,000 shares would be worth $500,000 if you held until they hit $0.10. If the stock goes to $0.01 your 5,000,000 shares will be worth $50,000 and if you cashed in everything at that point you would have $95,000 including converting your debenture to common stock and selling those shares at $0.01. You can not cash in your debenture during the 5 years with our company. But if a market develops for the debentures you may be able to sell the debenture into the market at a discount before maturity, or even a premium if the stock closes above $0.01.
(Q3) What will happen to our preferred shares if we do not convert?
(A) You can keep the preferred shares as long as you like, and we hope they will increase in value over time.
(Q4) I’m new at this investing stuff. I read your May 5th article on Big Charts.com and I’m not sure what this all means I’m real new at all this investing stuff. I bought 1,300,000.00 shares (130.00) in the company and I follow it everyday. I noticed at the bottom of my streamer page that there is an additional 200,000,000.00 shares added to this with no price, can you explain this to me. Do I need to sell this back to the company and if I do will I keep the 200 million shares?
(A) It seems strange that you would receive 200,000,000 preferred shares if you only bought 1,300,000 common shares. The preferred shares do not have a symbol yet so there is no market value yet. If you own your common shares on the conversion date 90% of those shares will be converted to a debenture at the rate of $0.001. We gave an example in our press release using 1,000,000 common shares as an example which may help you understand this. We will publish our Q&A page on our web site where we have answered various questions about this subject and we hope this will be helpful as well.
(Q5) Hello can you tell me what is naked selling and how does it happen?
(A) This happens when Market Makers or Hedge Funds sell shares through the market that they do not own and have not borrowed. On July 3rd, new rules should make it so that shorting in Pink Sheets companies will be published, so we will get a better understanding how much we have been victimized by this plight.
(Q6) I was reading your article on May 4 on the buy back of 90% of the float. I see that if you’re an owner on June 1, on the 15th you‘re entitled to the debentures. It wasn’t clear on your article if you must convert your share or you can hold the common. Can you please clear that up for me? I would like to know if I can just own the common stock I own now or must I have debentures?
(A) We are currently considering making the conversion automatic, so that we accomplish the goal by reducing the number of common shares outstanding without a reverse split.
(Q7) Does today's news of 5/4/06 say that my shares/money is locked up for up to 5 years? Is 10% of it is open for trading?
(A) You will have 10% of your shares to trade and possibly as high as, or higher than .001 due to supply and demand factors. In this example, if you bought at .0001 and then after conversion sold at the remaining 10% at .001 you would have your investment back and the debenture would be profit, with none of your initial investment tied up. Furthermore, it is possible that you will be able at some point to sell your debenture for a percentage of face value, and/or convert it to stock at .01 per share. Since PAIM has more than 3,000 shareholders, there is a reasonable expectation that a market will develop over time for PAIM's convertible debentures at a percentage of face value. The market value of the debenture, if any, should increase as the maturity date approaches. Based on other factors such as the market value of the common, and future failures and/or successes of PAIM will all be contributing factors.
(Q8) I have 50 mil shares right now. Does it mean 45mil shares are locked up for up to 5 yrs?
(A) No, it means that PAIM will owe a debt to you in the amount of $45,000. And you will no longer own those 45,000,000 shares, but only be able to convert back to 4.5 million shares if you elect to convert the debenture to common.
(Q9). And I can trade 5 Mil now?
(A) Yes, and before the conversion date you can trade your entire position, but the less you own on the record date, the less the amount of the debenture you will receive on the conversion date. But you may have meant, "Can I trade what will be my remaining 5 mil shares after the conversion of my other 45 million shares?". The answer to that question is, "Yes!”.
(Q10) How many more shares will be dumped sir?
(A) We have no control over shareholders selling their shares on the open market or market makers naked shorting.
(Q11) What would happen with our dividends with this news release?
(A) The buy back could increase the value of the preferred shares.
(Q12) How will the new outstanding shares and float numbers affect the Buyins numbers?
(A) What new outstanding? The common outstanding remains approximately 30 billion. The buyins report is not based on the float as far as we understand it.
(Q13) Would you please confirm the stock dividend of 1000 for 1 preferred shares to the holders of PAIM.PK as of record date 3-15-06 and pay date 3-31-06 if a holder has 1000 shares of PAIM.PK how many shares of PAIMPR will he receive?
(A). If you owned 1,000 common shares of PAIM in your brokerage account at the close of business on March 14th you should have received 1,000,000 preferred shares.
(Q14) Regarding the preferred stock, when was the cut off for getting the Preferred Stock, as I had my common stock bought by March 13, 2006
(A) If you bought on the 13th and held till the 15th of March 2006 you are entitled to the dividend.
(Q15) I have 900,000 common share of PAIM that I have bought through my account at Scottrade.com. I know that Pearl Asian Mining Industries was doing a preferred stock for people who had common shares. I am confused at what the rate is for the common to preferred is, it seems I have a 1 for 1 rate. I have 900k preferred shares, I bought my common shares 500k on March 6 and 400k on March 13. Please can you inform me of what the correct rate is for shareholders please, that way I can contact Scottrade if there is any issues.
(A) Perhaps Scott trade can't put that many digits in their computer. You should have 1000 preferred for every 1 common.
(Q16). I’m going to try this again, appeared my first one kicked back. I see that I received the dividend. It has no symbol yet. Any idea when it will be up and running? Is the value starting at .00000001? I think that’s what I got from the news. Will that trade openly just like PAIM does?
(A) The Preferred has no symbol yet. We hope that this month to see it up and running. Yes the par value is .00000001 but we have no idea what the market value will be if any. We can't predict how it will trade.
(Q17) The reason I am asking this question again, is that I would like to convert the preferred shares into a stock certificate. How I understand the issuance of the preferred shares is this way: I keep the 500,000 shares issued into my account for 1 year in form of a certificate. Then, after 2 years I get rewarded with another deposit of shares into my account, according to the formula for holding the shares for 2 years. Then, the same occurs, after holding the shares for 3 years and so on until after 5 years? If this is correct, please, let me know.
(A) If you owned 500,000 common shares you can keep those in your account and request 500,000,000 preferred shares. The longer you hold the preferred shares the more common shares you will receive if or when you decide to convert the preferred into common. The common shares you own do not effect the preferred you are entitled to. Hope this helps.
(Q18) I have been investing in stocks for 8 years and in my opinion there is a lot of confusion about what the float is and what really remains of the restricted shares. It made no sense that we had days of trading of 3 to 5 billion shares, and the price would not move, if there was a 5 billion float. Maybe someone converted 10 billion shares of stock and put it into the float and sold out. If there is a 15 billion float and a major stockholder sold shares, this would explain the huge volume. I recommend that a true picture of the number of shares in the float and the remaining restricted shares be ascertained. The company can easily find out who sold huge share blocks and who are the owners. It seems that 10 billion shares were possibly converted and sold. This would explain why there might be no Naked Shorts and a huge volume with no price change. Buyins should be able to find this out. I own 345 million shares and will increase my position.
(A) We are investigating to get to the bottom of the actual float. It seems that many of our large shareholders have deposited shares but there are 2 billion Objecting Beneficial Owners according to ADP so we don't know who they are. I believe the float may be 15 billion or higher but the outstanding remains around 30 billion.
(Q19) Doesn’t every company have its own market maker who promotes the stock? If they do what is PAIM's market maker doing to BOOST the PPS ??
(A) MM only represents themselves or retail shareholders but not the company. Sometimes MM become bullish on a company and will help when they can, but they have lots of rules and regulations to follow.
(Q20) I am a stockholder from Belgium. I don't really understand what you want to do to increase de stockholders value; your last PR is in my point of view a reverse merger and in such a case the stock value often decrease.
(A) No, this has nothing to do with a reverse merger, and we hope that this action will increase shareholders' value in PAIM.
(Q21) Your previous PR about dividends was not correct; they are totally restricted (not possible to sell them this was not mentioned in the related PR.
(A) Because there is no symbol yet for the preferred does not mean they are restricted. No market can develop until a symbol is created, which we hope to have in the near future.
(Q22) Is there any prospects for the future of this company, you seem, by your web-site to believe in GOD, as I do. I hope some honest insight will be forth coming.
(A) We are working day and night to make PAIM a successful and profitable company. Keep the faith, and may God bless you abundantly.
(Q23) Why is the stock .0000 ? Is this how that market works sir?
(A) Supply and demand determines the price per share but the stock rarely ever trades below .0001.
(Q24) WHERE ARE all the shares that are selling coming from??
(A) From all the shareholders and we believe also from naked shorting, but will have to wait until the new rules are effective to learn the amount of shorting. The Company has not sold any shares privately during the heavy volume that has recently occurred, (and has never sold shares publicly at any time). I've done a little research and learned that people believe because PAIM trades OTC unsolicited Pink Sheets, that Market Makers can not buy and sell shares for their own account. However, from what I have learned, that rule only applies when the Market Maker puts his or her call letters on the Pink Sheets. If NITE, one of the market makers, for example, doesn't show their call letters on the Pink Sheets, it is my understanding that they can buy and sell (short) for their own account through verbal and electronic orders. There are hundreds if not thousands of Market Makers that do not show their names on the Pink Sheets for PAIM so in theory any one of those could sell short. Sometimes you see market makers come and go more than once in the same day. There could be two reasons for that. One is that they indicate retail unsolicited orders only while they hold same. Or, decide they want to buy or sell for their own account, so they drop their call letters from Pink Sheets while not indicating the retail orders they are working. There is also the possibility that some of the powerful market makers, for example such as NITE break the rules and pay big fines when they get caught. I remember reading somewhere that they paid huge fines in the past.
(Q26) What are PAIM's goals for this year, 2006?
(A) (1) Get all the Pearl Asian Gold Claims into production. (2) Report profitability within this year.(3) Register and move into a new listing (4) That all current PAIM Shareholders will be able to sell their shares for a profit, and all PAIM’s employees and its host communities be happy and successful. (5) Make PAIM the leader in the Philippines Mining Industry. (6) Continue to share with the poorest of the poor in the Philippines through donations, job creation and community development.
ABOUT THE COMPANY:
Pearl Asian Mining Industries, Inc. is a fast growing gold mining company that is in its active exploratory, developmental and pre-production stages with mining interests and claims in the Philippines and Canada.
FORWARD- LOOKING STATEMENTS:
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements in this release include statements regarding the Company's projections regarding gold production in future periods. The Factors that could cause actual result to differ materially from anticipated results includes risks relating to estimates of reserves, mineral deposits and production costs; mining and development risks. The risk of commodity price fluctuations; political and regulatory risks; risks of obtaining required operating permits and other risks and uncertainties. Penny Stocks are very highly speculative and may be unsuitable for all but very aggressive investors. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.
