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Re: thizsukz post# 20747

Monday, 12/31/2012 6:57:55 AM

Monday, December 31, 2012 6:57:55 AM

Post# of 62039
Not interesting? Thank you for pointing those things out, but let's not forget these.

At the meeting of December 28, 2011, all then board members, Timothy Benjamin, Ricardo Cordon, Luis Munoz, and Michel Rowland, were present. The Company’s dire financial situation was discussed. At the time, the Company had negligible cash on hand and many overdue bills, including respecting the mine property that is the Company’s principal asset. Our Board of Directors reviewed the Company’s funding needs, and concluded that continued working capital from Asher was the only alternative. Board members detailed personal efforts each had made to secure short term funding, all unsuccessful to that point. Since all possible options had been explored with no success, our Board members considered how to move the Company forward by increasing the amount of authorized shares of the Company’s Class A Common Stock in order to facilitate further funding from Asher.

The current Asher Funding Agreements that have not been converted into shares also require the Company to maintain a reserve of 5-times the Conversion Shares into which Asher could convert the Company’s debt. With the low share prices that the Company’s stock has experienced since first entering into loan agreements with Asher, the number of Conversion Shares have increased and the number of required Reserve Shares increased proportionately.

The increase in the authorized number of shares of our Common Stock will permit our Board of Directors to issue additional shares of our Common Stock for funding and/or compensation purposes, without further approval of our Stockholders

The Company currently has 43,474,132 shares included in the Class A Common Stock Reserved for Issuance. 21,390,799 shares have been recorded and disclosed in Company public filings, but have not been issued to stockholders. 2,200,000 shares are pending issuance to J. Rod Martin, CEO, in consideration for 2010 consulting agreements. 2,857,467 shares are pending issuance to Blackpool Partners LLC, a company owned by the Company’s CEO and a related party, in consideration for a 2011 debt conversion. 6,666,666, 3,333,333, 3,333,333 shares are pending issuance to Grandview Ventures LLC, Shadow Capital LLC and Oak Street Trust respectively in consideration for May 12, 2012 investments. 3,000,000 shares are pending issuance to Tangiers Investors, LP in consideration for a debt conversion. 22,083,333 shares have been reserved for an outstanding note to Asher Enterprises. This amount reflects the contractual obligation of five times the estimated reserve of shares based on the market price of $0.012 on September 20, 2012, but is subject to increases and decreases in the amount based on the changes in the stock price.



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