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Gold/Mining/Energy : JAB International (JABI) -- Ignore unavailable to you. Want to Upgrade?


To: Frank Brisebois who wrote (3956)10/13/1998 9:33:00 PM
From: Linda Kaplan  Read Replies (1) | Respond to of 4571
 
This has been one of my worst stock experiences ever. All those people from SI trotting all over the mines, on TOURS, and coming back raving about how impeccable everything was and how they were going to hold this stock forever! I wonder how many of those people who convinced me to buy more of this stock still own any. I'm very upset!

--Linda



To: Frank Brisebois who wrote (3956)11/1/1998 4:10:00 PM
From: WhiteKnight  Read Replies (8) | Respond to of 4571
 
To: Everyone interested in Brush Creek:
From: WhiteKnight
Date: November 1, 1998

I am sorry I cannot disclose my real name at the moment. You will all learn it shortly. It is important that I complete my due diligence without harming my alternative business strategies. I also don't want to trigger any taker-over rumors until I have reached a decision to attempt an offer to Brush Creek. If I reach this decision, I will publish a press release and file the appropriate regulatory forms.

I recently met Jim Chapin for the first time in Las Vegas a few days ago. He told me he was the CEO of Brush Creek and that it was about to get delisted from NASDAQ SCM. I told him I would do some due diligence and if I was interested I would get back to him.

This is part of my due diligence.

I have reviewed the SEC EDGAR files and read all of the 10-ks, 10-Qs, 8-ks, Reg-S offerings, S-8 offerings, and extensions filed with the SEC. In general, the company maintained its filings through its required March 31, 1998 10-q requirements. It is late on one 10-q, the 10-K, an 8-k for the material events which have recently occurred regarding shutting down the plant, offices, and seizure of assets.
These can be repaired.

I conducted a search over lexus and nexus, and an internet search which led me to Silicon Investor.

I have reviewed the entire thread for Brush Creek. Some of you gave complete running chronologies of the press releases, unfulfilled promises, and problems which caused the company and the stock to decline to its current condition.

Rather than attempt to cry over the spilt milk or problems of the past, if you are still a shareholder and want to see some value returned to the shares you own, you should read this message very carefully.

1. The company can be revived with or without a Chapter 11.
2. The more disgruntled shareholders, law suits and problems that have to be solved, the more likely a Chapter 11 will be required.
3. Even a Chapter 11, could be a positive event for current shareholders. It gives the company time to work out settlements with everyone before emerging from Chapter 11.
4. I have a specific interest in the possible acquisition of Brush Creek. I am in the process of acquiring a private company in the mining business. I already control the public shell, however, I believe that Brush Creek might be a better shell for two reasons. They have a $42 million tax loss carry forward and are in the sand, gravel and limestone mining business. Brush Creek is currently listed on NASDAQ SCM and my shell is on the Bulletin Board. Brush Creek has assets which may be acquired by paying the tax claims. I would like the mining train and cars, any mining equipment that can be moved to Las Vegas, and any other assets that come with the company if I can resolve their outstanding problems.
5. I have a legitimate reason to become a white knight and save the company. I have no interest in operating a gold mine. If the mining claims are valuable and come with the package, I would sell them or give them up to resolve the outstanding liabilities of the company.
6. It may be necessary to file Chapter 11 to be able to break leases, get creditors to be more reasonable and assure that no undisclosed liabilities or lawsuits prohibit me from restoring value to the shareholders.
7. I do not believe that any un-secured creditors have any possibility of recovering their liabilities in a bankruptcy. I think their best hope is for me to do a work-out without a bankruptcy. This will be the fastest, create the most opportunity for everyone to recover from the disaster and to get on with business without being at the mercy of the bankruptcy court and there very slow process.
8. I am soliciting information from anyone who reads this who can provide further due diligence information, and who has any strong opinions one way or another as to whether I should continue to pursue this effort. I am looking for constructive criticism or help. If you know anyone who plans to file law suits please give me their names, e-mail addresses, phone numbers, or lawyers names and phone numbers. It would be prohibitive for the company to defend law suits which they would probably lose, and this would force the company to file bankruptcy. The current law suits can probably be settled if I implement my proposed strategy.
9. Once I have completed my due diligence, I will make a 13-d filing with the SEC and request a hearing with NASDAQ to avoid de-listing. I will announce if I intend to have a change of control of the company ownership. I know most of you would probably like to tar and feather Jim Chapin, however, this is the wrong attitude. I have only known him for a few days and I know from reading several years of his press releases and your comments on Silicon Investor, that not many of his predictions have materialized. It is important to understand, however, that for anyone to become a new owner of the company, they will need to work with the CEO to settle the law suits, resolve problems that arise, and obtain the assets of the company that have been seized. This could take months and the company needs to be saved in a few weeks before it is too late. Once the company is de-listed it loses its value as a public shell and can only be traded by penny stock brokers. This stock could come back to $5 a share or more if I put a $22 million company into it. I would probably do a reverse split after issuing new stock, but in any case shareholders will be better off than than any other likely outcome. I will propose that Jim resign but serve as a consultant for one year. I will pay him to be the necessary corporate memory bank so that I can deal with the problems that were created while he was at the helm or with the people that I must deal with to resolve the problems and reach settlements and releases.
10. Everyone on this site who wants to see the company stay in business needs to clean up their act. Don't allege fraud unless you can prove it. Don't claim someone should be in jail unless you are prepared to file a criminal complaint. It is slander and liable if you can't prove what you are saying. It is harmful to the company and to anyone who wants to save the company. I cannot do my job unless you are willing to let a new white knight operate in an environment where the bitterness and hostility of the past is put behind you and the opportunities for the future are given a chance to emerge.
11. I cannot guarantee you I will be successful.
12. I can guarantee you I will keep you informed and I will divert sufficient time from my very busy schedule to give this my best effort.
13. When I have completed my due diligence, I will give you the address of the web site I am creating for the company that will be merged into what ever shell company I decide to use. You will see the entire business plan, financial statements, and track record of accomplishments of the management team I have assembled.
14. I will post more information after I have reviewed your comments and feedback.
15. It's your turn to tell me whether I should continue this effort.

WhiteKnight
11/1/98