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Brush Creek Mining & Development Announces Special Shareholders' Meeting
GRASS VALLEY, Calif., Dec. 9 /PRNewswire/ -- Brush Creek Mining and Development, Inc. (Nasdaq: BCMDE - news) announced today that its Board of Directors has approved a special meeting of the shareholders to be held December 23, 1998 at its corporate headquarters at 120 E. Main Street, Grass Valley, CA 95945, at 1:00 p.m. PST.
Pursuant to the current company bylaws, upon ten days notice to shareholders, the majority of the shareholders of record as of December 8, 1998 present at the meeting or represented by proxy may vote upon any actions that come before the meeting. The general nature of the transactions which shall be voted on at the meeting are as follows:
1. A proposal for settlement of the lawsuit with Sterling/Volcanic Resources LLC.
2. The filing of a counter suit on behalf of the company against Sterling/Volcanic.
3. The filing of a shareholder suit against Sterling/Volcanic.
4. A proposed settlement of a judgement by the Royal Bank Group.
5. A proposed settlement of litigation with Ruby Development Corp. and cancellation or revision of the company's lease of the Ruby and Rising Sun gold mines.
6. A proposed ten for one reverse stock split of the company stock.
7. A proposal to increase the authorized shares of the company's stock from 10 million shares to 50,000,000 shares in order to facilitate proposed and future acquisitions.
8. A proposal to acquire U.S. Cement for 10 million shares of Brush Creek Stock at $5 per share based on the audited book value of U.S. Cement.
9. A proposal to acquire McLaughlin Engineering and Mining, Inc. for 2 million shares of Brush Creek stock at $5 per share based upon its audited net worth in excess of $5 million, sales in excess of $5 million and cumulative retained earnings in excess of $5 million.
10. Approval of an incentive option for Larry Stockett to purchase 1 million shares of Brush Creek stock for par value upon the stock trading at a closing bid price of $5 per share for ten consecutive trading days.
11. A proposal for a shareholder rights offering.
12. Any other actions of a general nature that relate to the change of management and change of business strategies of the company.
Detailed materials relating to each of these issues will be mailed to shareholders of record. Beneficial shareholders holding stock in street name should immediately fax a request for a proxy package to the company at 530-477-6020 or call the company at 530-477-0834 and request the package.
Shareholders that cannot attend the meeting and desire to have the new CEO, Larry Stockett, vote their proxies, should fax or return their proxy to Mr. Stockett at 530-477-6020 or send by certified mail to the company's address.
The company recognizes and apologizes for the short time frame proposed for the special shareholders' meeting and the proximity of the meeting to Christmas. This is required, however, due to the critical emergency which brought the company to the brink of bankruptcy and was only narrowly averted by accepting Mr. Stockett's proposal to serve as a white knight. In order for the company to raise capital and complete the proposed acquisitions it is necessary and desirable to resolve these issues prior to the December 31, 1998 reporting period
SOURCE: Brush Creek Mining & Development, Inc. |