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Gold/Mining/Energy : Naxos Resources (NAXOF)

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To: ShoppinTheNet who wrote (13625)6/17/1998 5:24:00 AM
From: Kurt R.  Read Replies (3) of 20681
 
SK, I actually proposed that list to the share holders yesterday as an invitation to discuss those issues. The impression I got from the reaction thus far is that some thread members do not want to touch upon this issue. The "don't rock the boat mentality" seems to be still very common. I personally feel that the boat needs to be rocked real hard in order to get all the rats and blind passengers off.

The argument was made that the results from the new drill programs are far more important than discussing ethics of previous management. I agree with that only in part. Yes, the new numbers ARE a make-it-or-break-it issue. However, as long as the actions of previous management have repercussions on the financial situation of the company today, they should be addressed. If the new management indeed wants to live up to higher ethics standards, they owe us a clear statement on the behavior the former CEO, especially those transactions which are generally deemed self-serving.

Either clearly and publicly approve of those transactions or, if not, undo them.

I even if I repeat myself, it is important to keep in mind that Naxos is not a profitable company and share holders' money has been the only source of funds since incorporation 12 years ago. As such, all unreasonable and unethical deals that favor insiders is a direct transfer of cash from an unwitting investor into the pockets of some less-than-ethical insiders. As Bill said, history repeats itself in different ways. (Especially if you look away)

For those of you who are interested in discussion the list, I pasted it at the bottom of this message, so you don't need to try and find the previous post.

Kurt

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1. Clearly list all voting shares, warrants, stock options, etc. currently held by insiders and their family members.

2. Revoke all stock options held by those officers and directors who have exhibited a self-serving and manipulative behavior in the past.

3. Call back the $733,107 director loan by July 24, 1998.

4. Undo the stock option repricing on the 380,000 shares.

5. Keep the trading halt for insiders in effect until all numbers from the current drill program are publicly known. Thereafter, limit the number of shares an insider can trade per year to a reasonable amount, e.g., 25% of his total holdings.

6. Limit the total annual number incentive stock options issued to anyone, including outside consultants, to no more than 0.75% of the total shares outstanding (which is still generous). This curb should be in effect at least until the company generates a profit. At the time the company does generate a per share profit, this percentage could be raised, but a reasonable upper limit should remain in effect as a general guideline for the number of incentive stock options to be disbursed.

7. Openly address conflicts of interest where company insiders, or their affiliated businesses, provide goods or services to the company for payment.

8. Limit the number of shares - all insiders combined - can purchase in private placement to no more than 10% of the total number of shares issued at any placement.
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