Press Release 1/25/07
after hours
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NMC, Inc. Provides Update
Term Sheet Signed Addressing Remaining Class A Preferred and Related Issues; Shareholders of Record: Note Interim Contact re Shares
HENDERSON, Nev.--(BUSINESS WIRE)--NMC, Inc. (Pink Sheets: NMCX) today announced that a term sheet has been signed on behalf of a principal stockholder of the Company providing for, among other things, the sale back to the Company and immediate cancellation of the remaining 400 million Class A Preferred Shares (“poison pill”) currently outstanding, which potentially would have been converted to 2 billion Common shares. Under the term sheet, which anticipates a definitive agreement addressing all related items, the stockholder has agreed that the remaining 400 million Class A Preferred Shares will be returned to the Company and canceled in exchange for $1.6 million to be added to the Company’s indebtedness to the stockholder. The term sheet also provides that the stockholder will compensate the Company (or forgive debt owed to the stockholder) at the rate of $0.01 per post-conversion common share, or $5 million in the aggregate, for 100 million of the Class A Preferred Shares that were previously converted into 500 million shares of common stock. The terms of settlement further require the Company to issue to affiliates of the principal stockholder purchase warrants under SEC rule 144 restrictions for a total of 200 million shares at a strike price of $0.01.
The principal stockholder has pledged total cooperation toward accomplishing all that is in the best interest of the Company and its shareholders. The agreement also addresses various related issues, including additional payment to the Company and/or netting against debt for any other shares that may have been issued without authorization; completion of an audit of the outstanding shares; the calling of a shareholders’ meeting as soon as practicable; releases by the Company in favor of the stockholder and affiliated parties; and related issues.
"I have been very appreciative and impressed with those shareholders who have taken an active role assisting the Company. Their extraordinary efforts, along with those of the NMC board of directors and the principal stockholder, have resulted in an expected agreement designed to allow us to focus on our business plan and set a definitive course for the Company’s future,” said Michael Sheppard, chief executive officer. “Once our share audit is complete, we look forward to presenting our recommendations to NMC shareholders for ratification. We want to assure our shareholders that their trust is paramount and that their votes will be counted,” Sheppard said.
The Company continues to audit original issuances and transfers of Common shares, and management expects to inform shareholders of any adjustments to its previously reported preliminary findings once its audit has been completed.
NMC has selected an independent transfer agent. However, pending the completion of a certified shareholder list following the share audit, the transfer agent is temporarily not in a position to process any transactions in the Company’s stock held in certificate form. In the interim, shareholders of record whose stock is held in certificate form are encouraged to contact the following with their updated mailing address, certificate number(s), and number of shares held. Due to anticipated volume, email or fax is preferable.
Madeleine Franco (madfranco@aol.com)
Jordan Richard Assoc. LLC
8183 Mosaic Harbor Avenue
Las Vegas, NV 89117
702-256-4905; fax 702-256-4910
Friday, December 22, 2006, as previously announced, the Company received a payment in the amount of $350,000 pursuant to an agreement for the sale of first-stage precious metals ore concentrates for a total purchase price of $500 million to a privately held entity. The December 22 payment is in addition to payments totaling $720,860 made by the buyer during 2003. Clarifying information reported in a Company news release issued on December 27, 2006, payments under the agreement subsequent to the December 22 payment are due on or before the last day of each succeeding month. Additionally, the agreement provides that the customer is eligible to begin taking prorated possession of the first-stage concentrated ore as payments are made.
This news release is for information purposes only and is neither a solicitation to sell securities nor an offer to buy securities, which solicitation or offer may be made only via prospectus. The registration of the Company under the Securities Exchange Act was revoked in March of 2003. Until the Company has effected a new registration with the SEC, Section 12 under which the Company registration was revoked states: "No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence."
NOTE CONCERNING FORWARD-LOOKING STATEMENTS-PLEASE READ
Statements contained in this release that are not purely historical are intended to be forward-looking statements within the meaning of the Safe Harbor clause of the Private Securities Litigation Reform Act of 1995. These statements are based on information available to the Company as of the date of this news release, and the Company assumes no obligation to update or revise these forward-looking statements. Forward-looking statements are inherently uncertain, and the Company’s actual results may differ from management’s expectations. Risks and uncertainties associated with forward-looking statements include without limitation, risks associated with the Company’s ability to complete an audit and obtain registration of its stock with the SEC in light of the allegations against its prior management; the ability of any customer, including the customer whose payment is reported in this news release, to complete its obligations under any agreements with the Company; the Company’s agreement on the terms of a definitive settlement agreement with the stockholder on a timely basis, or at all; the possibility that regulatory actions against the Company or its prior or former management may hinder the Company’s execution of its business plan and attempts to resolve internal and stock issuance issues; delays in obtaining regulatory approvals; costs associated with processing ore concentrates; fluctuation in precious metals markets; general economic and business conditions; litigation and other factors. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Financial estimates, whenever provided, either by the Company or by third parties, are subject to change and are not intended to be relied upon as predictions of future operating results. NMC, Inc. assumes no obligation to update or disclose revisions to such estimates.
