Frequently Asked Questions
The Company has provided this section to encompass all of the “Frequently Asked Questions” in order to provide Investors with complete transparency. This section will be continually updated in order to provide answers to each and question posed to the Company on an ongoing basis.
COMPANY’S STANDING WITH THE DTCC:
The Company’s shares of Common Stock are “DTC Eligible”. The Company has not as yet applied to have their shares of Common Stock to be “DWAC Eligible”.
SEC REPORTING STATUS:
The Company intends to become a “Fully Reporting” Company with the SEC. Upon receipt of the Audited Annual Financial Statements for the period ended September 30, 2011, the Company will prepare and file a Form 10 with the SEC. Upon that becoming Effective, the Company will be fully reporting with the SEC.
The Company filed a Form 15-12G on June 27, 2008 thereby becoming “Non Reporting” with the SEC. This filing ensures that the Company cannot be relegated to the “Grey Market” as a delinquent Filer with the SEC.
AUDIT REQUIREMENTS:
The Company’s Auditor is completing the Financial Year End Audit for the period ended September 30, 2011. Thereafter, the Auditor will be required to review the Quarterly Filings that the Company will need to make to the OTC Markets Group and thereafter, to the SEC.
DIRECTORS’ STOCKHOLDING:
The two Directors of the Company hold an amount of 24,000,000 shares of Common Stock, representing 11.82% of the outstanding shares of Common Stock. The Directors have entered into stock restriction agreements whereby they are not permitted to deal in their shares of the Company’s Common Stock for a period of two years from the date of issue. Thereafter, they would be subject to the usual restriction and disclosure rules applicable to Insider Stock.
PROPOSED “CAP” ON THE NUMBER OF OUTSTANDING SHARES OF THE COMPANY’S COMMON STOCK:
The Directors of the Company do not wish to increase the number of shares of the Company’s Common Stock. To that end, they have secured agreements from the holders of Convertible Loan Notes issued by the Company, not to convert these Notes at this time. All of the holders of these Convertible Loan Notes are significant stockholders in the Company; conversion of any of these notes would be contrary to their interests which are aligned with the Company’s Management.
The Company will address the instruments planned for (a) cash raising and (b) acquisitions in separate paragraphs hereunder. Should the Company be presented with an extraordinary opportunity to increase the value of the shares of Common Stock, it would under those circumstances, consider the issuance of additional but restricted shares of the Company’s Common Stock.
INVESTOR RELATIONS AND THE CREATION OF AWARENESS FOR THE COMPANY:
The Company’s Management and external Consultants are working with a large number of reputable experts in this regard. The objective would be to create awareness for the Company in the North American marketplace to (a) create liquidity in the Company’s shares of Common Stock, (b) broaden the Company’s stockholder base and (c) position the Company in the Industry to initiate future deals for the Company.
The Company’s Management will vet all statements issued by these industry professionals to ensure that they are accurate and are above all, compliant with the various SEC guidelines and do not under any circumstances, contain any false or misleading statements about the Company, its Properties or its plans.
Your Company’s Management realizes that Investor Awareness efforts are essential, since otherwise without this awareness, the Company will “simply be lost in the crowd” of Mining Exploration Companies and its stock neglected or worse, ignored. These costs will be solely funded through stock issuances and cash provisions by certain of the Company’s existing stockholders who will work with the Company’s Management in identifying acceptable partners with whom to work in respect of these “campaigns”.
The Company is negotiating repayment terms with these stockholders to compensate them on an ongoing basis without the need to (a) issue additional restricted shares of the Company’s Common Stock or (b) use any of the cash raised by the Company which is solely for Exploration expenses. These stockholders interests are aligned along with the Company and its Management. Acceptable, non-toxic terms will be agreed upon and filed with the Regulators in the normal course of business.
APPOINTMENT OF AN INVESTOR RELATIONS FIRM:
The Company’s Management is in discussions with several competent and experienced firms specializing in this area. An appointment is expected next week. Their role will be strictly limited to interaction (telephonically and E Mail) with our stockholders and prospective investors, liaise with Company Management in respect of public requests for guidance and information, update our corporate web site as required and to E Mail our subscriber base with all News Releases and Regulatory filings in a timely fashion.
PREPARATION OF INVESTOR PRESENTATIONS:
The Company’s Management will be contracting out these requirements to a highly reputable Company specializing in Investor Presentations for Mining Companies for the use in Company Roadshows, Institutional Presentations and for the use in Company Marketing materials and corporate web sites.
COMPANY’S ACQUISITION POLICIES:
The Company’s business model calls for an initial number of acquisitions of primarily promising Mining Properties in the USA to which our policy of scientific and planned exploration will add enormous value to our Company.
The Directors of the Company do not wish to increase the number of outstanding shares of the Company’s Common Stock; nor do they wish to utilize Company cash which is solely earmarked for exploration and related expenditure. Therefore any acquisitions would be funded by any number of financial instruments, including but not limited to:
Corporate Bonds, Classes of shares Preferred Stock (Convertible and Non-Convertible, Voting and Non-Voting), Warrants, Options, Types of Units or Linked Units.
Should the Company proceed with a Dual Listing of its Common Stock on a European Market, specifically the Frankfurt Bourse in Germany, it will be possible to admit any of the above-mentioned instruments for trading on that market which would be very difficult in the USA. This could provide the Company with “an edge” insofar that these financial instruments could be admitted for trading thereby making them attractive to investors.
COMPANY’S RATIONALE FOR ANY FUTURE DISPOSALS OF ASSETS:
The Company’s policy of creating significant value to its portfolio assets through extensive yet targeted exploration programs will in likelihood result in acceptable offers being made to the Company to acquire any such assets. If such offers were strictly in cash (Not Stocks, etc.), the Company’s Management may deem it in the best interests of the Company to dispose of any such portfolio asset in order to utilize that cash received for far greater wealth creation for stockholders.
COMPANY’S RATIONALE FOR JOINT VENTURE PARTNERS:
The Company has clearly stated that it is not in the business of “going mining”. with all of the attendant problems associated therewith and the enormous amount of Management required; but to add value through extensive exploration work and then to either (a) dispose of properties for cash (b) contract the mining of the properties to a third party or (c) to Joint Venture with a Mining Company to mine properties in the Company’s portfolio.
The Company is committed to significant expenditure on its portfolio assets through extensive exploration work. The Company is seeking to prove up reserves on these Properties through Geological Survey, employment of two full time Geologists and through a substantial number of carefully measured and planned drilling programs.
The Company under these circumstances would entertain serious offers to Joint Venture on any portfolio assets if the approach was from a credible, very well-funded source with significant experience and Management depth. Any such Joint Venture would involve our Partner being solely responsible for Mining operations on an appropriate profit sharing arrangement.
THE IMPORTANCE OF “BLUE SKY” POTENTIAL IN MINING PROJECTS:
The growing trend amongst major Mining Companies globally is to acquire Mining Projects with little to no proven reserves but that clearly demonstrate the potential to become significant producers in their own right. It appears that these companies are prepared to pay large premiums to acquire these properties in their race to expand their interests with the ever increasing demand for commodities, particularly Gold.
The Company will seek to capitalize upon this where possible in its portfolio.
THE USE OF SOCIAL MEDIA BY THE COMPANY TO CREATE AWARENESS AND TO KEEP INVESTORS INFORMED ON A REAL TIME BASIS:
The Company is committed to the use of Social Media to keep investors informed on a real time basis and to assist in the creation of awareness of the Company.
The Company is appointing a specialist firm to deal with Social Media for the Company through their use of blogs, Twitter, Facebook, etc. They will also be responsible for introducing the Company to millions of potential investors through their existing stock Social Media forums.
POSSIBILITY OF A NAME CHANGE FOR THE COMPANY:
The Company’s Management has no immediate plans to change the Company’s name or its trading symbol. Whilst “GNCC Capital” does not accurately reflect the Company business of Mining Exploration; our goal is capital appreciation and wealth creation and Management is of the opinion that to change the Company’s name is unnecessary at this time and it will not change the Company’s name after expending significant resources on the global branding of the Company.
MARKET MAKERS IN THE COMPANY’S STOCK:
The Company has ten Market Makers in its shares of Common Stock. Company Management recognizes that it is imperative to immediately increase the number of Market Makers in its stock to at least an amount of thirty that are very active participants in the trading of the Company’s shares of Common Stock in order to ensure a liquid and relatively stable market for its shares of Common Stock traded publicly.
COMPANY’S COMMITMENT TO COMPLETE TRANSPARENCY:
The Company’s Management is totally committed to complete transparency and will provide investors with the following information on a “Real Time” basis:
- Details of any changes to the Company’s “Free Trading” shares of Common Stock
- Complete access to stockholder records from the Company’s Transfer Agent
- Details of any additional shares of Common Stock issued
- Details of any Material Agreements entered into by the Company as well as copies of these Agreements
- All third party payments made on behalf of the Company in respect of Investor Relations and Awareness will be disclosed in detail in our Quarterly Financial Statements.
- All and any positive or negative information that affects the Company, its Net asset Value and Earnings per share will be immediately be communicated to the market by a Press Release and/or Filing.
This obviously does not include everything that Management will disclose but provides Investors with an indication of our intentions and our commitment.
MANAGEMENT’S OPINION ON THE COMPANY’S STOCK PRICE:
The Company’s Management does not intend in the near future to publicly comment on the market price of the Company’s shares of Common Stock.
The Company’s Management is cognizant of the new rules being implemented by USA Clearing Houses in respect to the deposit of its shares of Common Stock which inter alia include a refusal to accept physical stock certificates, refusal to deposit shares of an Issuer’s Common Stock if that share of Common Stock trades below US$1.00 per share, to reject stock deposits of Issuer’s that are either not filing with the SEC or are delinquent in their filings with the SEC; or if the Issuer has an unacceptable annotation from the OTC Markets Group.
The Company’s Management solution to these problems (as set out beforehand) are as follows:
- File the appropriate Disclosure Statements as well as the Audited Financial Statements with the OTC Markets Group.
- File timeously and periodically with the OTC Markets Group.
- Immediately publish price sensitive information with the OTC Markets Group.
- Apply to the DTCC to become “DWAC Eligible” negating the need for physical stock certificates.
- File a Form 10 with the SEC to become Reporting.
- Upon become Reporting, file timeous required reports with the SEC.
- Use effective stock awareness, investor relations and deliver outstanding results which could result in the shares of Common Stock trading in excess of US$1.00 per share.
MANAGEMENT’S COMMENTS ON THE COMPANY’S CURRENT “FREE FLOAT” OF ITS SHARES OF COMMON STOCK:
The Company’s Management acknowledges that the existing “free float” of its Common Stock is fairly low at this time. Should liquidity improve due to the Company being successfully accepted by the investment community, certain existing stockholders will dispose of some stock in a judicious manner to broaden the stockholder base and to get our Company’s “free float” to a level more acceptable to the market and particularly to meet the requirements of the advanced market tiers of various Stock exchanges.
The Company’s Management is in no position to force existing stockholders to dispose of any of their stockholdings. The Company is not in a position to issue additional free trading and unrestricted shares of its Common Stock until it is (a) fully reporting with the SEC and (b) has a Registration Statement that is Effective with the SEC. This process could take as long as six months.
IS THE COMPANY A “SHELL COMPANY” OR HAS IT EVER BEEN A “SHELL COMPANY:
The answer to this question, is no. The “Shell Company” rules and regulations do not apply to the Company.
MANAGEMENT PLANS FOR THE RAISING OF CASH IN THE IMMEDIATE TERM:
The Company’s Management believes that the Company requires US$500,000 in cash to meet it exploration budget for the next six months. The Company overheads are nominal and the Directors are not drawing any remuneration from the Company.
This initial amount of US$500,000 will be raised in cash from several of the Company’s existing stockholders in exchange for Three Year Convertible Loan Notes bearing interest at 4.5% per annum plus Options to acquire 500,000 shares of the Company’s Common Stock at a price of US$1.00 per share, exercisable after one year from the date of their issue. This cash will be raised immediately upon the filing of the appropriate paperwork and the Financial Statements with the OTC Markets Group.
The Company will require no less than an additional US$500,000 within six months thereafter. In all likelihood this amount required by the Company will considerably larger as additional mining properties are very likely to be acquired by the Company. This will last the Company for additional six months before additional cash will be required.
This second tranche of funding (which is expected to be no less than the amount of US$1,000,000) will be raised through the issue of financial instruments including but not limited to:
- Corporate Bonds
- Classes of shares Preferred Stock (Convertible and Non-Convertible, Voting and Non-Voting)
- Warrants
- Options
- Types of Units or Linked Units.
Should this be unsuccessful in the second tranche of fund raising, the Company’s Management may consider the issue of shares of restricted Common Stock marked as “Regulation S” to foreign investors. This is not a desirable option given the Company’s Management desire to avoid the issuance of any additional shares of the Company’s shares of Common Stock.
NOTE: Should the Company obtain a Dual Listing for its shares of Common Stock on a European Exchange, it will be coupled with a Capital Raising. Should this be the case, Company Management acknowledges that the Company’s cash reserves would be significantly increased.
MANAGEMENT PLANS FOR THE RAISING OF ADDITIONAL CASH IN THE FUTURE (POST THE NEXT TWELVE MONTHS):
Management expects that post the next twelve months it will have established the Company in a very superior position within its Mining & Exploration peers. This would be the case should Management be successful in (a) its exploration efforts to prove up reserve bases in its portfolio assets (b) in the appointment well respected competent persons to its Board of Directors and its Advisory Committee (c) its ability to make acquisitions (d) in its ability to dispose of assets for cash and (e) establish Joint Venture Partners for at least one of its Mining Properties.
Should this be case, the Company would be in a position to move to a more “serious” market in the USA such as the NASDAQ Small Cap Market and if quoted on the Deutsche Bourse, to a significant Market Tier on that Exchange.
Should the Company’s Management be successful in the above-mentioned, it could enable the Company to raise anything between US$20 million to US$50 million in additional cash. In the real world, given Mining Exploration operational difficulties, delay in permitting, etc., it is not unreasonable to expect that post the next twelve months, the Company should be in a position to raise at least US$10 million on terms favorable to its stockholders.
COMPANY’S READINESS FOR THE NEW XBRL FILING SYSTEM INTRODUCED BY THE SEC IN RESPECT OF FINANCIAL REPORTING:
The Company will be working with an XBRL Filer. The salient points of this mandatory filing system introduced by the SEC are as follows (ALL OF THIS INFORMATION has been provided by chosen Filing partner):
As you may be aware, the SEC has a new mandate that your company must be phased into with all 10-Q and 10-K reports filed on EDGAR for periods ending on June 30, 2011, and beyond. This new mandate is called, eXtensible Business Reporting Language, or XBRL for short. This new worldwide interactive data reporting language standardizes the financial reporting by using strict standards to map and tag your financial data (financial statements and the notes only) so that it can quickly and easily be extracted for analysis and comparison by investors. The new XBRL data files with the SEC as an additional exhibit to all 10-Q’s and 10-K’s in addition to the certification exhibits already required to be filed with each report.
The process of creating the required XBRL documents that make up the exhibit necessary for filing is based solely on your financial statements and notes utilizing the format you currently are using to create them, (Word and/or Excel). The initial process for XBRL takes a considerable amount of time and effort. Since this will the first experience with XBRL, your data elements must be reviewed, mapped and tagged with the XBRL coding. This is usually a two to six week processand sufficient time must be allotted for completion. This process can also be quite expensive due to the very nature of its complexity.
The process of creating the XBRL is not something we will be doing on behalf of your company due to the complexity of XBRL and the accounting expertise required to create valid documents that will file without errors when they file with your reports. We have spent considerable time talking to a myriad of companies across the US in an attempt to find the right fit for our clients. We looked for a company that falls in line with how we handle your EDGAR work as the cost-effective EDGAR filer with big company service.
We are pleased to announce that we have partnered with a California firm called NeoClarus and negotiated what we consider to be the most cost-effective pricing for the level of service and attention to detail needed to perform this service on behalf of our clients. NeoClarus is an international leader in electronic data-mapping services. They do not perform EDGAR filings, they just provide XBRL services. They employ an experienced accounting staff well versed in U.S.-GAAP standards. NeoClarus has developed an end-to-end collaborative web-based process to assist financial printers and EDGAR filers to work with their clients to meet the XBRL financial filing requirements. Their accounting staff will analyze the financial statements and identify appropriate taxonomy (out of a possible 17,000 variations) to use to meet U.S.-GAAP standards.
NeoClarus will directly invoice you in advance for the XBRL portion of your reports, which is a yearly fee based on your previous filings. The fee negotiated for this service is for three 10-Q’s and one 10-K filing and is US$4,000 per year. I believe there will not be charges for minor changed pages, but there will be additional fees for an amended filing should it affect the financials and, therefore, the XBRL.
We will be involved on a limited basis with the process of creating your XBRL documents. Rest assured though, we will make sure that deadlines are met so as not to jeopardize any of your filing deadlines. I think it would be best if you sent your financial statements and notes (no need for the body of the report at this time for the XBRL process) to us and we will forward them to NeoClarus for mapping, tagging and proofing. This way, we can make sure they are formatted correctly to aid NeoClarus with their process.
NeoClarus will work with you to:
- Analyze your financial statements and identify the appropriate taxonomy to be used for mapping and tagging your financial statements, following the US-GAAP requirements;
- Perform a gap analysis for the creation of extension taxonomy elements;
- Provide a comprehensive CPA-Report for corporate accountant's review;
- Create a valid instance document and other related files for your review, feedback and approval;
- Prepare fully validated files ready for EDGAR submission that we will attach as the exhibits to your reports for filing with the SEC.
FINANCIAL IMPACT UPON THE COMPANY INCREASING THE SIZE OF ITS BOARD OF DIRECTORS AND THE ESTABLISHMENT OF AN ADVISORY COMMITTEE:
The Company’s Management has stated previously that it is imperative for the Company to appoint:
Three additional Independent Non-Executive Directors; and A Chief Financial Officer; and An Advisory Committee comprised of at least four persons.
The Company’s Management would recommend the remuneration of these persons as follows:
Independent Non-Executive Directors each at the rate of US$20,000 per annum, with 100,000 shares of the Company’s restricted Common Stock to each Director plus Options (Expiration Dates to be determined) to acquire shares of the Company’s shares of Common Stock at an amount of 500,000 each and at no less than US$1.00 per share.
The Chief Financial Officer need not be appointed to the Board of Directors of the Company given the current size and resources of the Company. A salary of circa US$40,000 per annum, with 200,000 shares of the Company’s restricted Common Stock plus Options (Expiration dates to be determined) to acquire shares of the Company’s shares of Common Stock at an amount of 200,000 at no less than US$1.00 per share.
Advisory Committee Member each at the rate of US$10,000 per annum, with 100,000 shares of the Company’s restricted Common Stock to each Committee Member plus Options (Expiration dates to be determined) to acquire shares of the Company’s shares of Common Stock at an amount of 100,000 each and at no less than US$1.00 per share.
POTENTIAL UNFORESEEN COSTS NOT ACCOUNTED FOR BY THE COMPANY AT THIS TIME:
The Company’s Management acknowledges that additional and unaccounted for expenses could be incurred by the Company. This includes but is not limited to:
- The retaining of Technical and Administrative Staff
- The need to retain the exclusive services of professionals which would include Mining Engineers, etc.
- The retention of costly independent and external professional Consultants and Experts in respect of the Exploration and “Value Creation” of the Company’s portfolio of Mining Properties; and
- Additional and unbudgeted costs in respect of the Company’s Mining Claims and including Road rehabilitation, etc.
TOTAL COST OF LICENSING AND STATE/FEDERAL TAXES AND FEES PAYABLE IN RESPECT OF EXISTING PORTFOLIO ASSETS:
The Company is contractually obligated to spend no less than US$100,000 per annum on each of the six properties in its existing portfolio. This will be exceeded in the next twelve months.
Fees payable to the Bureau of Land Management, State of Arizona Land Department, etc. will cost the Company around US$80,000 in the next twelve months, this amount will be higher when we (a) acquire additional properties and (b) increase our claim blocks adjacent to our existing portfolio properties.
MANAGEMENT PLANS FOR UTILIZATION OF CASH RESERVES FOR THIS FISCAL YEAR:
The Company’s Management is committed to expenditure primarily on Exploration Expenses related to its portfolio of Mining Properties. This would initially and inter alia include but not be limited to the salaries of two full time Geologists, Professional Fees, Assay Laboratories, External Consultants, Bureau of Land Management Fees, Technical Staff including a Mining Engineer, Travel, Public Company expenses, Independent Directors’ Remuneration, Audit Fees, Other salaries and Advisory Committee Members’ Remuneration.
THE RATIONALE FOR THE LARGE BUDGETED EXPLORATION EXPENSES BY THE COMPANY:
To put our message very simply, the Company’s Management believes in the following basic philosophy given the prevailing record high prices for both Gold and to a lesser extent, Silver:
- The Company’s existing and initial portfolio of six Gold & Silver Mining Properties were very carefully selected due to their outstanding characteristics as Exploration Properties coupled with Management’s belief that it can rapidly and inexpensively drill out a “Resource Base”; whilst maintaining the vital “Blue Sky” potential currently being aggressively sought as acquisitions or as Joint Venture opportunities by the Major Global Mining Corporations.
- ue to the availability of historic data on the initial portfolio of Mining Exploration Properties owned by the Company any funds expended on exploration should produce a higher than normal return.
This will also result in reducing the time frame to produce scoping and bankable feasibility studies on each tenement, thereby maximizing the economic value of the Company.
COMPANY POLICIES ON MINING REPORTS, MINING PROJECT VALUATIONS AND RESOURCE ACCOUNTING POLICIES:
The Company’s Management (with advice from USA Securities Attorneys) has established the following guidelines for the Company’s disclosure of information in respect of its Mining Properties:
- The much vaunted “43-101” Report is an accepted Canadian Mining Reporting Standard now virtually exclusive to Canadian quoted Mining Company’s, it is not acceptable in the USA, Europe and in many other countries. The Company’s Management would prefer to use other and more conservative reporting in its publication of Mining Reports. The dissemination a “43-101” report in the USA will result in the immediate suspension of that security from trading; by the SEC.
- The Company’s Management will not publish its “Indicative” and “Inferred” Resources on any of its portfolio properties at any time. This “Resource Category” and valuation practice is forbidden in the USA and is enforced by the SEC.
- The Company’s Management will only publish valuations on any of its Mining Properties at such time as appropriate and internationally acceptable valuation standards are applicable to any of its portfolio of Mining Properties and then, only if prepared and signed by a Competent Person, being a Licensed Geologist with a Natural Sciences Degree whom is qualified and indeed licensed to write such reports by the various Governing Regulatory Bodies in various jurisdictions in which your Company operates at this time or in the future.
APPLICATION FOR “BLUE SKY” EXEMPTION BY THE COMPANY:
The Company will be obtaining the necessary “Blue Sky” exemption required for any Broker to recommend or deal in the shares of Company’s Common Stock.
This exemption is obtained thorough the publication in a Recognized Securities Manual Such as Moody’s or S&P.
Further information can be obtained from www.blueskymls.com as most broker dealers rely on them to determine who has “Blue Sky” exemptions and in which States in the USA.
POTENTIAL FUTURE LISTING ON THE BX VENTURE EXCHANGE OPERATED BY NASDAQ:
The Company will attempt to list its shares of Common Stock on the new BX Venture Exchange operated by NASDAQ once it commences operations in and during 2012. With the demise of the OTC BB Market on December 31, 2011, it would be considered more prestigious to be quoted on this market rather than on the OTC Markets. It has become a harsh reality in the USA that the demise of the FINRA operated OTC BB Market coupled with the somewhat tainted global image of the OTC Markets Group (formerly known as the “Pink Sheets”); such a move to the BX Venture Exchange operated by NASDAQ will become a necessity in USA Public Company life.
A brief overview of the BX Venture Exchange:
| Companies that list on the BX Venture Market will likely be smaller companies that nonetheless need to meet significant qualitative listing requirements. Among these, requirements will be:
|
Companies considering a listing on the BX Venture Market have two tiers of qualifications; those previously listed on a U.S. National Exchange and those not listed on a U.S. National Exchange:
Initial Listing Requirements
|
|
Previously on U.S. National Exchange |
Not listed on U.S. National Exchange |
| Public Float |
200,000 |
200,000 |
| Public Shareholders |
200 Total |
200 Total |
| Market Value of Listed Securities |
$2 million |
$2 million |
| Market Makers |
2 |
2 |
| Bid Price |
$0.25 |
$1.00 |
| Balance Sheet Requirement |
|
$1 million in equity |
| Operating History |
|
1 Year |
| 12 Month Plan to Maintain Sufficient Working Capital |
|
Yes |
| Corporate Governance |
Yes |
Yes |
Continued Listing Requirements
|
|
|
| Public Float |
200,000 |
| Public Shareholders |
200 Total |
| Market Value of Listed Securities* |
$1 million |
| Market Makers |
2 |
| Bid Price* |
$0.25 |
| Corporate Governance |
Yes |
* Market Value of Listed Securities
Non-compliant companies will be given 90 calendar days to regain compliance with the market value of listed securities standard.
* Bid Price
Securities which fail to maintain a $0.25 per share bid price for 20 consecutive trading days will be suspended from trading on the BX Venture Market.
Companies may regain compliance by achieving the minimum bid price on another venue such as the OTC Market.
The BX Venture Market will provide smaller companies with a regulated and transparent listing venue. Companies that were previously listed on other national securities exchanges will be able to maintain an exchange listing, potentially allowing institutional shareholders to continue holding their shares. Companies moving from the over-the-counter market to the BX Venture Market will demonstrate a greater commitment to their investors/owners, distinguish themselves from other companies, and will benefit from trading in a highly visible environment.
| In order for securities to be listed on the BX Venture Market, they will have to meet the BX Venture Market-listing standards, including significant corporate governance requirements. Securities quoted on the Pink Sheets do not have to meet any listing requirements and securities quoted on the Bulletin Board need only be current with their periodic reports to the SEC or other regulator. |
Listing requirements will be monitored and enforced by the staff of NASDAQ OMX Listing Qualifications. FINRA will provide surveillance of market activity in BX Venture Market-listed securities The complete listing rules are available at http://nasdaqomxbx.cchwallstreet.com/NASDAQOMXBX/pdf/newlistingrules.pdf
POSSIBILITY OF A DUAL LISTING OF THE COMPANY’S SHARES OF COMMON STOCK ON GERMANY’S FRANKFURT STOCK EXCHANGE:
The Company is in discussions with various specialist financial companies with a view to admitting certain of the “free trading and unrestricted” shares of the Company’s Common Stock for trading on the Frankfurt Stock Exchange.
Our rationale for this is as follows:
- Raising of additional cash
- Reduction of “float” shares in the USA
- Broadening the stockholder base
- Attracting investors in Europe as well as in North America.
Once that Dual Listing is completed, the various Brokers situated outside of the USA would begin to market and place securities for the Company with both institutional investors as well as their private clientele of investors. They would market and place company securities with both foreign institutional and private investors in Canada, Latin America, South America, Europe and portions of Asia (primarily institutions in China, Korea and Japan).
A public listing on the German Frankfurt Stock Exchange will introduce our company to a whole new market - the German speaking Euro-economic market primarily consisting of Germany, Switzerland, Austria and the UAB. This market, consisting of more than 130 million people, has the fastest rate of growth and the highest income per head in the EU. Many of these people are very active in world financial markets. And more and more affluent retail and institutional investors are searching European stock exchanges and financial websites to help make their investment decisions and we can help put you on their radar screen. The strong euro makes North American stocks very attractive.
- Ease Of Entry Audited financials are not required. To move to a higher market tier on the Deutsche Bourse, Audited Financial Statements and a Prospectus are required.
- Fast 2 to 3 weeks for listing and receive symbol from stock exchange. This applies to lower market tiers.
- No monthly or annual filing fees.
- Very inexpensive.
- Sophisticated Investors. Unlike U.S. investors European investors invest for the long term. And in most European countries there are major tax benefits for holding on to purchased stock for a certain amount of time as opposed to "dumping" it immediately into the market. The lack of investors that instantly sell a company's stock allows for stability in stock price and opportunities for growth.
- Increase Daily Average. A way to increase a company's average daily trading-volume and share price.
- Purchase with local currency. Gives European investors the opportunity to buy shares of U.S. and Canadian companies using local currency. Purchasing a North American stock is difficult and expensive for investors so a listing in Germany provides a solution to this problem.
MANAGEMENT’S OUTLOOK IN RESPECT OF GOLD & SILVER PRICES IN THE NEXT YEAR:
The Company’s Management is utilizing the following as base prices for the 2012 calendar year:
- An average price in respect of Gold in USA Dollars at US$1,500/oz.
- An average price in respect of Silver at USA Dollars at US$20/oz.
Company Management wishes to point out that these Metals are trading at near lifetime highs and that far lower prices on both or either of these metals would be no deterrent nor would it amend the Company’s business model in any way.
Management view Mining projects to be unattractive should:
- The total cost of extraction in respect of Gold exceeds that of US$650/oz.
- The total cost of extraction in respect of Silver exceeds that of US$11/oz.
*These costs of extraction are considered to be at the top end of the range.
PERMITS REQUIRED BY THE COMPANY IN RESPECT OF ITS PLANNED EXPLORATION WORK:
Permitting requirements for exploration for the Company's properties is predominantly within the purview of the United States Bureau of Land Management (BLM). No permits are generally required for non-invasive work such as geochemical and geophysical sampling. Drill permits may take as little as two weeks to obtain, or as much as 2 months, depending on the workload of the responsible BLM officials. Bonding required for drilling is required based on the degree of disturbance necessary to do the drilling. Thus, the Company attempts to minimize the amount of new drill roads needed for its drilling programs. Exploration on Arizona State Land Department (ASLD) land requires slightly more permitting. For example, an archaeological survey may be required prior to drilling on State land. And a plan of operations may need to be updated to give details of a proposed geophysical program.
The Company presently has no projects located within United States National Forests, which have the reputation of taking more time to issue approvals. The Company is normally represented by its project geologist in the permitting process for drilling.
Actually putting a mine in production requires numerous permits, some of which (such as the BLM plan of operations) are major undertakings and may require an environmental impact statement (EIS). This would not be the Company’s problem and would be undertaken by any Joint Venture Partner as detailed earlier.
FUTURE APPOINTMENT OF AN INVESTMENT BANK:
In the future, the Company will appoint an Investment Banking firm to provide a broad range of investment banking, strategic and financial advisory services.
This will in the future be required to assist to assist us in executing on strategic alternatives designed to help us maximize our Company’s potential value.
These opinions expressed on this page are those of the Company’s Directors. Please refer to our “Risk Factors, Disclaimers and Cautionary Statement”, by clicking here: