Mexus Gold US (MXSG)

[8thaero]

Topical background for a long time says my 2019 Birthday meeting in Reno should be SEC prosecuted as illegaL. Well, whadda ya know! Seems private placements among accredited investors is still the SEC APPROVED RULE EXEMPTION means of funding OTC test miners with no proven resources. That's real proven fortitude for yas!. Dissension yet in the ranks?

Fortitude Gold spin off Gold Resource Corp


"Item 3.02. Unregistered Sale of Equity Securities.
On January 7, 2021 the Company sold 500,000 shares of its common stock to a group of private investors for $500,000 ($1.00 per share).

The Company relied upon the EXEMPTION PROVIDED BY RULE 506 of the Securities and Exchange Commission in connection with sale of the securities described above. The persons who acquired these securities were sophisticated investors AND WERE PROVIDED FULL INFORMATION REGARDING THE COMPANY'S BUSINESS AND OPERATIONS."

(Happy birthday ta me!)

"There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these securities acquired them for their own accounts. The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid to any person in connection with the sale of these securities."

"Proceeds from the PRIVATE PLACEMENTS will be used to increase the Company's 2021 EXPLORATION BUDGET for its Nevada Mining Unit. The Company is moving forward to obtain regulatory approval to publicly trade on the OTC MARKETS QB MARKET."

gitreal Member Level Friday, 09/27/19 05:28:59 PM
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We, some few been around too , wondered in Reno party for 25 and SEC RULE Informed Investor brief by CEO.

I would like to hear more about this private briefing from the CEO and the SEC RULE that allows it. Informed Investor? Sounds intriguing.



1manband Wednesday, 10/02/19 12:23:28 AM
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That disclosure is a CLEAR violation of SEC Regulation FD.

It doesn't matter if all the people in attendance were accredited investors (which I HIGHLY doubt - did Mexus go through the legally required verification process for each person?). Disclosing such information selectively is illegal.

I will be sure to pass this information on to the regulators. I am sure they will be quite interested in the additional information.

gitreal Member Level Wednesday, 10/02/19 12:36:01 AM
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Very interesting indeed.

So, at the private briefing last week, PT told the select group of investors that two of the three Power Up notes were paid off, just leaving the $42K one. This brings up so many issues.....

Where's the 8K or PR announcing the notes being paid off? Someone (Mz. Ellie or maybe Dino) was adamant that nothing that was said in the meeting didn't also get announced in the PR that preceded the meeting. Guess that wasn't true, was it? What else was said that was not otherwise PR'd?

Why do 25 carefully screened investors get to know this, and all other investors do not? That means the 25 are at an advantage over all other investors. I think the phrase for that is "selective disclosure".

And, are we now to assume it is true because an Accumulator says it's true? Where'd the money come from to pay off the notes early - that is a helluva big payment, with the penalties included. How much was paid? When was it paid?

gitreal Member Level Wednesday, 10/02/19 01:57:45 PM
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So...I am posting to set the record straight that ALL were invited to the meet and greet!

Nope. Please link to a PR, a filing, a tweet, anything where Mexus invited investors to a 2-hour briefing by the CEO.

A birthday party for an investor where the Mexus CEO happens to show up and selectively disclose material information......is problematic.

gitreal Member Level Wednesday, 10/02/19 03:02:24 PM
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Why would I be "worried"? I will be surprised if they ever report gold sales that approach anything close to operating costs.

By the way, did you know about the supposed payoff of the two notes? Do you think it doesn't matter that only certain investors were told about this?

1manband Wednesday, 10/02/19 08:27:19 PM
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This is a Regulation FD violation. Mexus is selectively providing material information to some shareholders and not others. That is ILLEGAL.

And it doesn't matter one iota of the audience is "informed investors" - whatever that BS means.

I suggest Mexus consult someone who has even a little knowledge of securities laws and regulations. Perhaps a member of the Board of Directors? Oh, wait - there isn't one. Perhaps the CFO or Corporate Secretary? Oh, wait - there aren't either one of those, either.

So I guess perhaps PT should read the law for himself. Note the "person acting on its behalf" clause. That person does not need to be an employee or paid consultant, BTW.

https://www.sec.gov/rules/final/33-7881.htm

:Regulation FD (Fair Disclosure) is a new issuer disclosure rule that addresses selective disclosure. The regulation provides that when an issuer, or person acting on its behalf, discloses material nonpublic information to certain enumerated persons (in general, securities market professionals and holders of the issuer's securities who may well trade on the basis of the information), it must make public disclosure of that information. The timing of the required public disclosure depends on whether the selective disclosure was intentional or non-intentional; for an intentional selective disclosure, the issuer must make public disclosure simultaneously; for a non-intentional disclosure, the issuer must make public disclosure promptly. Under the regulation, the required public disclosure may be made by filing or furnishing a Form 8-K, or by another method or combination of methods that is reasonably designed to effect broad, non-exclusionary distribution of the information to the public."


manband Wednesday, 10/02/19 11:22:10 PM
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On the contrary, my post refers to much more than just the meeting.

Paul Thompson has regularly provided selective disclosure to certain individuals who have disseminated that information to certain people in a private forum. Both are clear violations of Regulation FD.

That is just one of many SEC regulations and securities laws that Paul Thompson, and the company since he is the sole officer and director, violates on a regular basis.