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Saturday, 04/20/2019 5:00:23 PM

Saturday, April 20, 2019 5:00:23 PM

Post# of 24677
Sheldon resign ation was a hurdle but all is done

In 8k eventhough he has voting rights he gave thumps up. SEE THE FACTS

"As a result of the common stock that they hold and their placement on the Board of Directors, Sheldon Karasik, our CEO, Chairman and a Director, along with the two independent directors, will be able to exercise voting rights with respect to an aggregate of 11,710,000 shares of common stock, which will represent approximately 17.58% of the voting power of our outstanding capital stock immediately following this offering. Together with the holders of the other closely held shares of common stock, they control more than 50% of the outstanding shares of common stock. As a result, Mr. Karasik has the ability to control the outcome of all matters submitted to our stockholders or Board of Directors for approval, including the election, removal, and replacement of directors and any merger, consolidation, or sale of all or substantially all of our assets. If Mr. Karasik’s employment with us is terminated, he will continue to have the ability to exercise the same significant voting power and potentially control the outcome of all matters submitted to our stockholders for approval.



This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support. Conversely, this concentrated control could allow our Directors to consummate a transaction that our other stockholders do not support. In addition, our directors may make long-term strategic investment decisions and take risks that may not be successful and may seriously harm our business.



For a discussion regarding the rights, preferences, and privileges of our common stock, see “Description of Securities to be Registered” and “Determination of Offering Price and Related Shareholder Matters.”



Employees



Mineral Mountain has one full-time employee, its CEO, Sheldon Karasik. From time to time, Mineral Mountain uses several contractors and contract services for exploration as well as administrative functions such as legal, clerical, and bookkeeping. Mr. Karasik expects to devote 160 to 240 hours per month on the Company on a year round basis. Mr. Karasik is responsible for the legal, management, accounting and administrative functions of the Company as well as capital raising and investor relationships."


NOW UPDATE OF SHELDON STATUS. FROM 8K

"In addition, at the Closing, the Company shall place in escrow the shares of Series B Super Voting Preferred Stock (the “Super Voting Shares”) issued in the name of its Chairman, Sheldon Karasik, to be released to IDH Holdings or its designee at or after Closing, which shares were issued on March 21, 2019, pursuant to resolutions of the Board of Directors dated November 5, 2018. The Certificate of Designation for the Super Voting Shares was attached as Exhibit 99.1 to the Company’s Form 8-K filed on March 21, 2019.

(iii) Sheldon Karasik shall submit to the Board his resignation as CEO of the Company; (iv) the Board shall approve the appointment of Pat Dileo as new CEO of the Company and, pursuant to the terms of the SEA’s, ratify and approve the appointment of Carl Dorvil, Pat Dileo and Derrick Chambers to the Board, joining Sheldon Karasik and Michael Miller, on the newly constituted Board of Directors; (v) NuAxess and/or PR345 shall pay $100,000 into an account designated by the management of the MMMM

"MMMM Mining Subsidiaries the first $400,000 of debt or equity raised by the Company within 5 business days of receipt of such new financing.; and (ii) the Company and the management of the MMMM Mining Subsidiaries consisting of Sheldon Karasik and other individuals designated by Sheldon Karasik (the “Mining Management”), shall enter into an Option Agreement, in a form mutually agreed prior to the Closing (the “MBO Agreement”) pursuant to which the Mining Management shall have the exclusive right to exercise at any time the purchase of 75% of the shares and any other equity interests of the MMMM Mining

He signed and became apart of the members board

"On Closing: (i) Mr. Felix Keller (a member of the Board since October 23, 2017) shall resign as a member of the Board of Directors of the Company; and (ii) pursuant to the provisions of the SEA’s, the Board shall be comprised of Carl Dorvil, Pat Dileo and Derrick Chambers, joining existing directors, Sheldon Karasik and Michael Miller. Mr. Derrick Chambers and Mr. Michael Miller shall serve as independent directors."

Who sign off on the 8k. Hes in full agreement of the merger

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Mineral Mountain Mining & Milling Company

Dated: April 1, 2019

By:

/s/ Sheldon Karasik

Sheldon Karasik

Chief Executive Officer (Principal Executive Officer)


Reference

https://www.sec.gov/Archives/edgar/data/66600/000147793219000659/mmmm_s1a.htm

https://www.sec.gov/Archives/edgar/data/66600/000147793219001377/mmmm_8ka.htm




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