This explains the CMKX story : By: diamonddays0 25 Jan 2005, 02:13 PM EST Msg. 146916 of 146949 Jump to msg. # Tender / Merger / IPO:
[Disclaimer: First of all, this is the first stock I have performed extensive DD on. I may not interpret the P.R.s in the same fashion as you. I surely analyze data different than you. My math may be wrong. I may accidentally leave significant figures out of equations. I may place importance on press releases that you would not, and vice versa. I am not an investment advisor or any kind of analyst of stocks. I simply appreciate the efforts of various stock talk boards to form theories and to speculate. I want to share ideas too. It is far from factual, but I think its how you stay ahead of the game. I welcome all comments, critical or complimentary, as it will help to polish my thoughts. Enjoy, but remember – whether you like the thoughts or not... do your own DD. If you rely on any of this to make any kind of decisions without DD of your own then you are a goof. Clear enough. Lets get rolling:]
Read the P.R.s and bear with me.
The P.R.s state clearly on 1/13/03 that the restructuring plan outlined on 1/7/03 was approved. That includes the mandatory 8% dividend of the total number of shares exchanged with the new target company, and the mandatory 10% cash dividend policy. If this is not the case then the company needs to post clarification, IMO.
First Analysis] 8% Share Dividend: I will only use CIM as an example of my thought process. You can plug the numbers in for the rest.
CMKX acquired 40 Billion shares for $1M. The MANDATORY 8% dividend policy means that 3.2 billion will be distributed to CMKX shareholders with CMKX retaining 36.8 Billion shares (92%).
25,600 CIM / 1,000,000 CMKX was the distribution. [.0256] And to distribute 3.2 Billion (8%) at .0256 would mean that there WAS an O/S of 125 Billion. [3,200,000,000 / .0256 = 125,000,000,000]. So, examining the P.R.s tells me there should have been an O/S of 125 Billion on the record date of the CIM dividend.
Second Analysis] 10% Cash Dividend: There is no way to calculate this. But we know it is mandatory. And CMKX owns part of UCAD which owns most of Yellow River which I believe announced its first shipment of gold months ago. Who knows how many more shipments if any at all we have had since then. So we can “assume” that we as CMKX shareholders are due 10% cash dividend, on profits it gets from UCAD’s interest in that gold. And who knows what other sources of income CMKX has? We get a MANDATORY 10% of it all. The other questions are... when is the record date? Shareholders at end of 2004? At the end of each quarter? And how often? Quarterly? Annually? But what seems to be out of the question is NOT getting a cash dividend at all IMO. After all... the P.R.s tell us it is MANDATORY!
Now, what of the 92% equity CMKX holds in its coffers of shares in other companies? And what of the 90% of the cash it retains? We have clues. Regarding the cash: UCAD has an interest in CMKX and their value went from the hundreds of dollars in the last filing to millions of dollars in the most recent filing! From CMKX? I dunno. Regarding the shares: The P.R.s state that “the share dividend policy reflects the Company's acquisition strategy that identifies undervalued take-over targets in mineral resource and related businesses. The Company is currently evaluating 7 companies...” (1/7/03) And when stating their intent to “acquire Juina Mining Corp. (Pink Sheets:GEMM) a diamond mining company with working interests in producing diamond fields in Brazil” they added that “This is the first in many targeted acquisitions and roll-ups of existing diamond and other mineral resources companies.” Also, on (2/24/03) the company stated: “The Company is moving ahead with its proposed merger talks. The purpose of this reorganization is eventually to move the Company into a stronger position to enable it to consider moving ahead into the larger capital pools.” Ahem! – Don’t larger capital pools usually lurk in higher exchanges than pinks and OTCBB?
So there you have it. Only 8% of the shares were distributed, we can expect a 10% mandatory cash dividend, and acquisitions that CMKX retains 92% of will be rolled up into a new company. MAYBE on a larger exchange. All right there in the P.R.s.
Now, those are facts from P.R.s with my theory and math woven into them (or vice versa). All of it should be considered theory and you should form your own theories by reviewing the facts yourself. From here on out I will be SPECULATING.
The company said at least 3 times in P.R.s that the company intends to retire all shares back to the treasury. It said so over and over. Driving the point home. Urban was saying... wake up shorty... get off the tracks... the train is coming into the station. I think Urban wants to take the company private to clear up the Naked Short mess before doing the roll-up he referred to the in the P.R. But obviously at least a few billion will be sitting in certificate form in private small investor hands. A million here and a million there. The only thing to do is tender offer for those certs left out there. Maybe using the 90% in revenues it retained after the 10% dividend. Maybe some other source... I cannot explain that part. I know who pays for the electronic street shares that are counterfeit though — SHORTY.
Icing on the cake is that we already have a stake in the new IPO by the MANDATORY 8% dividends and he is not giving us a choice but to be a part of the wealth by restricting them... to keep us from shooting ourselves in the foot by selling them pre-IPO.
Final Disclaimer: I don’t know any insiders or any insider information. I read the P.R.s. This is my theory and speculation based on these P.R.s. Every time I read the P.R.s I learn something new that I missed before and I get new theories and speculations... I encourage you to do it too. And share it with the board. Besides bickering at each other day after day... exchanging these ideas is all we can do in times of quiet...
What do you think?
FOR YOUR CONVENIENCE – BELOW ARE THE PRESS RELEASES I REFERENCED:
12/4/02: “Casavant Mining Kimberlite International Inc. (OTCBB:CMKI) announced today a Letter of Intent to acquire Juina Mining Corp. (Pink Sheets:GEMM) a diamond mining company with working interests in producing diamond fields in Brazil... This is the first in many targeted acquisitions and roll-ups of existing diamond and other mineral resources companies.” [this was terminated/scrapped in 03 per PR]
12/16/02: “Casavant Mining Kimberlite International (OTCBB:CMKI ) announced today that negotiations are underway to acquire 60% of the common shares in Dia Bras Exploration, Inc., a Canadian diamond exploration company with projects in Canada and the Republic of Guinea, West Africa.... This is another important purchase of stock for equity participation of CMKI shareholders." [this, too, was terminated/scrapped in 03 per PR]
12/22/02: “Casavant has signed a letter of intent to purchase a producing diamond mine in Brazil and has targeted four acquisitions, which will become part of the company... In the first quarter of 2003, Casavant will declare capital stock dividends to shareholders of at least 8% of its holdings of each of the target acquisitions.... CMKI will pay 10% in cash dividends for three years.”
12/31/02: “David Bending, president of Juina Mining Corporation, is a nominee for president of CMKI, which will be among the matters to be considered at the AGM.... The South American diamond fields are expected to be a major source of income for the company.”
[* in mergers you commonly see company officials merging into official capacities in the resulting new entity. Merger of GEMM and CMKI? You tell me... ]
1/7/03: “CMKI has been informed that majority shareholders plan on holding their shares in certificate form indefinitely... CMKI... plans on approving at its majority shareholder meeting a mandatory share and cash dividend policy. The share dividend policy reflects the Company's acquisition strategy that identifies undervalued take-over targets in mineral resource and related businesses. The Company is currently evaluating 7 companies.... CMKI believes that its shareholders and the targeted company's shareholders will best benefit from a "cross-dividend" policy. For example, if CMKI acquires a new target company in an exchange of shares, CMKI will pay its shareholders a mandatory 8% dividend of the total number of shares exchanged with the new target company. The shareholders of the new target company will be treated with the same fairness and therefore will be entitled to receive a mandatory 8% dividend of the total number of CMKI shares exchanged with the new target company.... Further, CMKI has structured its mandatory 10% cash dividend policy (which is based on its net earnings) to benefit those shareholders of record on the declared dividend date.” [You may want to read this last one again.]
1/13/03: “The Company and its transfer agent have confirmed that a majority of shareholders will be present either in person or by proxy. These majority shareholders have prior to the meeting expressed an affirmative consensus approving the restructuring of the Company.”
[* shareholders approved the restructuring stated in 1/7/03 PR above... including MANDATORY 8%/10% dividend policies]
2/14/03: “Casavant Mining Kimberlite International (OBB.CMKM) is pleased to announce it has commenced negotiations to reorganize its business, in conjunction with another Bulletin Board publicly trading company. The details of merger are currently being considered by both boards once proposed final share exchange figures are initially approved by the two companies.”
2/18/03: Proposed Merger: “The Company has moved forward with the reorganization announced Feb 14, 2003...”
2/24/03: “The Company is moving ahead with its proposed merger talks. The purpose of this reorganization is eventually to move the Company into a stronger position to enable it to consider moving ahead into the larger capital pools.”
9/19/03: “Casavant Mining Kimberlite International (Pink Sheets:CMKM) has reached an agreement for $900,000 in funding with three junior mining exploration companies. CMKI grants the options to United Carina Resources (CDNX-UCA-V) (www.unitedcarina.com), Consolidated Pine Channel Gold (CDNX-KPG-V) (www.pinechannel.com) and Shane Resources (CDNX-SEI-V) the right to acquire an undivided 10% interest each in 82 prospective claims held by the Company in consideration for the $900,000 in funding.”
10/10/03: “Urban Casavant, President of Casavant Mining Kimberlite International (Pink Sheets: CMKM) announced today that the company has approved the retirement of 9,020,371,427 shares of CMKM stock. This retirement of stock was approved unanimously by the board of directors to create greater value to its shareholders by reducing the amount of shares issued by the company. The company plans to retire all shares of stock back to the treasury.”
10/20/03: “Urban Casavant, President of Casavant Mining Kimberlite International (Pink Sheets: CMKM) announced today that the company has approved the retirement of another 4.4 billion shares for a total 13,420,371,427 shares of CMKM stock to date... The company plans to retire all shares of stock back to the treasury. As soon as all dividend shares have been accounted for by the DTC from the CMKM stock split, the total amount of shares issued minus shares retired will be announced.”
11/6/03: “Urban Casavant, President of Casavant Mining Kimberlite International (Pink Sheets: CMKM) announced today that the company has approved the retirement of another 6.7 billion shares for a total of over 20 Billion shares of CMKM stock to date.... The company plans to retire all shares of stock back to the treasury.”
11/20/03: “CMKM is also negotiating with three other public companies to further expand and enhance new drill targets in the Forte a la Corne area. Details of new agreements will be announced shortly.”
12/17/03: “Casavant Mining Kimberlite International (Pink Sheets: CMKM) announced today that the company has officially retired 16,520,477,200 shares of CMKM stock back to the Treasury. Urban Casavant... stated, "This is a huge step to create greater shareholder value by reducing the amount of shares issued of CMKM by over 16.5 billion shares. We also plan to retire more shares back to the treasury as soon as all necessary paper work is completed."
12/17/03: “Casavant Mining International, Inc. (CMI) is currently private but will announce its plan to go public by Friday, December 19, 2003.”
12/19/03: “If a CIM/MRDR exchange is approved, CIM will become a wholly owned subsidiary of MRDR.... The shareholders of CIM would each receive a share in MRDR in exchange for their shares in CIM. Should the CIM/MRDR exchange fail to pass due diligence then an alternative exchange will be undertaken with a different suitor to achieve the same result for the CIM shareholders.”
12/29/03: “Casavant Mining Kimberlite International announced today that the company is evaluating two offers from public companies for a partial buyout of selected mining claims.”
* [as you can see below, this was SGGM and UCAD]
1/9/04: “(CMKM) announced today that the company has approved the retirement of an additional 1.8 billion shares of CMKM stock. The company plans to retire these shares of stock back to the treasury to create greater shareholder value.”
7/18/04: “U.S. Canadian Minerals Inc. will be purchasing 5% of all mineral claims held by CMKM Diamonds, Inc. in exchange for 7.5 million shares of UCAD. CMKM Diamonds, Inc. will later issue these shares to all shareholders of record on August 20, 2004.... UCAD has a 1 year option agreement to purchase an additional 10% interest of... CMKM Diamonds, Inc. for a total of $15 million U.S. dollars payable to CMKM Diamonds, Inc.”
*[ Funny... UCAD only had less than $2000 in the bank according to the previous filing.]
7/19/04: “Ron Casavant CEO, and Dave Desormeau Secretary/Treasurer, of Casavant International Mining (CIM) said... The company also plans to become a publicly-reporting company." [Read this again— CIM will be reporting!]
7/29/03: “CMKM Diamonds Inc. announced today that it has purchased common stock equating to 25% of the outstanding shares of Juina Mining Corp. for $500,000.... In addition, GEMM has issued an option to CMKX to purchase shares equivalent to an additional 24% of the outstanding shares in GEMM for an additional $500,000.”
8/2/04: “CMKM Diamonds Inc.... has elected to distribute the 95,502,027 shares of Juina Mining Corp... as a dividend to its shareholders....GEMM has issued a 60-day option to CMKX to purchase... an additional 24% of the outstanding shares in GEMM for an additional $500,000 USD.... the company has elected to distribute this additional 127,336,036 as a dividend....”
9/2/04: “CMKM Diamonds Inc.... has finalized a joint venture agreement where St. George Metals, Inc. (SGGM) will purchase a 5%...interest in any and all mineral claims held by CMKM Diamonds, Inc. in consideration for $10,000,000 US Dollars and two hundred billion (200,000,000,000) restricted shares of SGGM. The Company has received a $2,500,000 payment with three additional payments of $2,500,000 anticipated within the next 30 days.”
12/18/04: “CMKM Diamonds, Inc. announced today that it has repurchased the 75 billion shares of the common stock stocks issued to Nevada Minerals, Inc. in July of 2004 to acquire mineral rights in Saskatchewan, Canada.” |