Interesting reading:
Shareholders of Nevada Manhattan Mining Co. Urge Rejection of Suspicious Insider Transactions, and Investigate Possible Legal Action
LOS ANGELES, Sept. 28 /PRNewswire/ -- The following was issued today by Rosa Cortez individually, and on behalf of other public shareholders of Nevada Manhattan Mining Corporation (OTC Bulletin Board: NVMH - news).
The Company's Board needs to obtain shareholder approval for the grant of stock options for up to 70,000,000 shares of the Company's stock at a price of $0.33 per share. The options will inure to the benefit of the Company's Chief Executive Officer, Christopher D. Michaels, and its Chief Operating Officer, Jeffrey S. Kramer. As the Company only has approximately $25 million shares outstanding, which, as of September 17, 1998, are trading at $1.18 per share, this transaction has the potential to enrich Messrs. Michaels and Kramer at the expense of the Company's public shareholders whose holdings may be greatly diluted.
According to the recent SEC filings -- which the Company issued under the name ''Terra Natural Resources Corp.,'' even though it issues press releases, and its stock still trades, under the name Nevada Manhattan Mining --'' [t]he company issued a stock option for the purchase of up to 70,000,000 shares of the company's common stock at a price of $0.335 per share,'' an amount in excess of the limit currently authorized by the Company's Articles of Incorporation. The option-holder is identified in the public filings as a recently formed corporation, but the Company has disclosed that the option- holders have planned to transfer a ''material'' portion of the options to the Company's CEO and CFO. The Company also announced the sale of 5.5 million shares of common stock to the same entity for just $0.09 per share, further diluting shareholder value.
Shareholders believe these are not the only recent instances in which the Company has engaged in apparent self-dealing transactions. Recent company SEC filings also disclose the issuance of 1,500,000 shares of company stock to Board Member, Joseph C. Rude, Jr., for just $95,000. This transaction appears to have provided Mr. Rude with an instant built-in six-figure profit.
Shareholders plan to vote against the issuance of the options discussed above, and believe that it is in the best interest of all Nevada Manhattan public shareholders to oppose this transaction. A number of shareholders also believe that the option transaction might violate the Board's fiduciary obligations, and are investigating possible legal action against senior management and/or members of the Board.
A number of shareholders urge all Nevada Manhattan shareholders to review for themselves the Company's public filings in order to reach an informed conclusion regarding the above-described transactions. The filings can be viewed at www.edgar-online.com. If you would like to discuss these matters further, you can contact Rosa Cortez at rosacortez@aol.com.
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