I believe we are all aware that corporate decisions must be approved by: 1. The Board of Directors , and 2. A majority shareholder approval (51%).
In order for CMKM to approve the sales of assets to UCAD, both items above must have been approved at some unknown meeting.
I was never mailed any voting ballots nor have I signed a proxy allowing another individual to vote on my behalf.
So let’s stick with item 2 above “A majority shareholder approval (51%).”
Under Nevada Corporate Law any decisions to buy and/or sell assets of the corporation must be approved by a majority shareholder vote.
NRS 78A.070 Shareholders’ agreements: Authority to enter; effect; amendment. 1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.
I was reviewing the UCAD purchase agreement and discovered something very interesting. (Section 5..)
5.1 Organization of Seller; Authorization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Nevada with full corporate power and authority to execute and deliver this Agreement as it pertains to any representations or untertakings of Seller. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate actions of Seller and this Agreement constitutes a valid and binding obligation of Seller, enforceable against it in accordance with its terms.
The same scenario is used for the purchase of “25% of Juina Mining.”
At some time there was a meeting held about the purchase assets in Juina Mining.
At this meeting CMKM Board of Directors voted and approved the purchase of assets in Juina Mining.
At this meeting a majority interest (more than 51%) of CMKM Shareholders voted and approved the purchase of assets in Juina Mining.
/ / / / /
What this is saying? No matter “what” the issued and O/S of CMKM shares, UC and the CMKM Board of Directors have always maintained a 51% shareholder voting privilege.
Posted by: janice shell In reply to: Pedro2004 who wrote msg# 72636 Date: 8/7/2004 4:26:52 PM Post #
Because there's too much stock outstanding. The figure is ridiculous. It seems that some people like to be able to say they own tens or hundreds of millions of shares, but that kind of thing doesn't appeal to serious investors.
When will brokerages have to start using double-wide paper to print CMKX shareholders' account statements?
Another reason: if, as many suggest, any mergers are planned, then one side will have to accommodate the other. I'd say it's more likely that CMKX would reverse than that its suitor company would do a gigantic forward split.
But you never know: CIM has an a/s of 25 million shares. Soon they'll be issuing 40 BILLION shares. Before that happens, the authorized will have to be raised to at least 100 billion. What is the POINT of this?
Posted by: Pedro2004 In reply to: janice shell who wrote msg# 72644 Date: 8/7/2004 4:44:10 PM Post #
Janice Shell
Re: Nevada Minerals and R/S
You seem to be very educated in corporate affairs.
When Nevada Minerals sold the mineral interest to CMKM, CMKM paid for the mineral interest with 75 billion shares of CMKM.
Although I have no link to the CMKM – Nevada Minerals purchasing contract, I now call upon your knowledge of corporate affairs.
Would you believe that perhaps the CMKM – Nevada Minerals purchasing contract has a clause and/or stipulation that CMKM would not do an R/S?
Think about this. Nevada Minerals is giving up over 50% of there assets to CMKM. If CMKM has an R/S, this means the shares held by Nevada would drastically decrease.
In a sense, Nevada Minerals would be giving away its assets for relatively nothing should an R/S occur!
Don’t you think that Nevada Minerals Board of Directors would have foreseen this? That any R/S would ruin the financial position of Nevada Minerals?
So Nevada Minerals Board of Directors inserts a stipulation and/or clause in the purchasing contract that would declare the contract “null and void” should CMKM do an R/S!
Posted by: janice shell In reply to: Pedro2004 who wrote msg# 72648 Date: 8/7/2004 4:49:09 PM Post #
Would you believe that perhaps the CMKM – Nevada Minerals purchasing contract has a clause and/or stipulation that CMKM would not do an R/S?
No.
Nevada Minerals is giving up over 50% of there assets to CMKM. If CMKM has an R/S, this means the shares held by Nevada would drastically decrease.
Certainly. But theoretically, their value would remain constant.
In any case, Nevada Minerals appears to be a paper company owned by John "Ed" Dhonau. In my view, its role is only to facilitate the shuffling of paper and money among the UCAD-CMKX group.
Edit: While I don't think there's any prohibition on doing a reverse split in the agreement between Nevada Minerals and CMKX, it occurs to me that there's a possibility that there might be an anti-dilution clause... Now wouldn't THAT be interesting...
Posted by: Pedro2004 In reply to: janice shell who wrote msg# 72651 Date: 8/7/2004 5:01:32 PM Post #
Janice Shell
Re: While I don't think there's any prohibition on doing a reverse split in the agreement between Nevada Minerals and CMKX, it occurs to me that there's a possibility that there might be an anti-dilution clause... Now wouldn't THAT be interesting...
So I take it you don’t believe the Nevada Minerals Board of Directors would not protect the interests of Nevada Minerals.
But what about the Minority Shareholders of Nevada Minerals?
If there was no clause for protection of the Nevada Minerals Assets, And CMKM does an R/S, Which in return makes the 75 billion shares worthless,
Don’t you think the minority shareholders of Nevada Minerals would have a lawsuit against Nevada Board of Directors?
But then again, are not the shareholders of Nevada Minerals, including the Board, interested in making a profit?
What would happen with your so called dilution theory?
After CMKM does the R/S, reducing the shares held by Nevada Minerals, Then CMKM dilutes the shares again, Then CMKM does another R/S.
Don’t you think that the 75 billion shares would be worth “nothing?”
So CMKM gets 500 thousand acres of mineral rights for free?
And you don’t believe that there is a stipulation and/or clause in the purchasing contract that protects Nevada Minerals from a CMKM R/S?
Posted by: Pedro2004 In reply to: janice shell who wrote msg# 72655
Date:8/7/2004 5:05:38 PM Post # of 84369
Janice Shell
Re: Does Nevada Minerals have any operations? Don't think so. Does it have any employees? Don't think so. Does it have any revenues or earnings? Don't think so?
Was this fact or just your opinion?
If this is fact, can you provide a link to your DD?
Or if this is your opinion, then that's OK. Everyone has a right to their own opinion.
It would be hard to find out if your statements are true.
Do you think it's possible to get the State of Nevada Corporate Income Tax Returns on Nevada Minerals?
Posted by: janice shell In reply to: Pedro2004 who wrote msg# 72662 Date: 8/7/2004 5:06:03 PM Post #
What board of directors? What minority shareholders? Sheesh, Nevada Minerals is entirely controled by Dhonau. (Who, let's not forget, also owns and controls IB2000, the promotional company that most recently touted UCAD in return for 50,000 freetrading shares.)
And you don’t believe that there is a stipulation and/or clause in the purchasing contract that protects Nevada Minerals from a CMKM R/S?
As I said, there could well be an anti-dilution clause. We're not likely to find out anytime soon, as Nevada Minerals is private, and CMKX isn't reporting.
Posted by: Pedro2004 In reply to: janice shell who wrote msg# 72680 Date: 8/7/2004 5:30:34 PM Post #
Janice Shell
Re: I'll say it's likely that Dhonau owns 100% of Nevada Minerals. But unless he wants to tell us more, we don't know.
Sounds like Dhonau is a smart man!
Also looks like Dhonau has put up a lot of money into Nedada Minerals. Purchasing the minerals rights, etc.
It is very hard to believe that Dhonau would not protect his investment.
For Dhanau to release 500 thousand acres of mineral rights to CMKM, Dhanua would surely have a clause that would protect his investment. And should CMKM do anything to risk Dhanau investment, Dhanau would surely have the right to take the 500 thousand acres back to Nevada Minerals control.
Thus you have a stipluation that CMKM would not have an R/S.
Posted by: janice shell In reply to: Pedro2004 who wrote msg# 72691 Date: 8/7/2004 5:38:41 PM Post #
Mineral rights aren't all that expensive. But I see no reason why one couldn't subsequently sell them for much more than one paid for them.
Don't forget, while diamonds may be forever, mineral claims aren't. You have to work them to keep them, or they go up on the block once again.
My guess is that Dhonau's a facilitator and perhaps a financer here. Oh yes, and also a promoter. If you check out the other companies he's been involved in, it's clear that he's not a mining professional.
Sounds like Dhonau is a smart man!
Not smart enough to stay out of stock-related legal trouble in Ohio.
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