|To be clear. This is NOT an long term investor bb.
It's a trader bb.
BLVN, GKP, QPP, EMED, BZM, AEX and more...
There is a more active thread here :
Also russ is trying to get admin to change the name of this one - http://www.siliconinvestor.com/stocktalk/subject.gsp?subjectid=51681
.. but it serves well in the meantime anyway
What is the company going to do about the websites, i wonder ... the old Alamos site was alamos-minerals.com ... i just tried alamosgold.com, netscape can't bring it up so presumably it's available .... same with alamos-gold.com, but if the choice is open then no need for a hyphen ... well this is no big priority anyway, first thing we need is to get some promo rolling, pick up the shareprice out of its pre-merger blaahs|
|From SI: russwinter Friday, Feb 28, 2003 6:52 AM
Wow, great find on the Nesbitt Burns. Alamos has a great presentation (Monday the 25th) and Norilsk Nickel worth a listen.
|SUBJECT: MERGER, shares you are left with
RE: Hey marcos!! what happens? Posted By: marcos
Post Time: 2/27/03 14:12
Don't know, what are you using for 'simple math'? ... each two shares of aas got holders one share of agi, and each 2.352 shares of ngt got holders one share of agi
Or to put it another way, each 1000 shares of aas turned into 500 shares of agi, and each 1000 shares of ngt turned into 425 shares of agi
So your 5000 ngt are now 2125 agi ... right? ... they should be converted in your account today, some of mine are, don't know about others
As for 'haircut', it depends on how much you paid for the ngt ... agi has a healthy bid at the moment of 1.05, that translates to a pre-merger price on the ngt of 0.4464285/sh .. roughly -g- ... considering that they're doing a ramp job on the NazDow productions just now, and gold had a mini-tankola, i don't think we're doing so poorly .... the only seller of any size at all since it's been agi.v has been National Bank, they're down 162k|
|Merger done. New symbol: AGI... is trading: $1.00- 1.05|
|National Gold bitten by Wolf
National Gold Corp NGT
Shares issued 30,728,990 Jan 29 2003 close $ 0.40
Wednesday January 29 2003 Street Wire
by Brent Mudry
The grandly named National Gold Corp., which has almost doubled to 40 cents since December, faces a $295,000 termination suit from former chief financial officer Wolf Bergelt, whose official residence is in the offshore enclave of Antigua in the British West Indies. (All figures are in U.S. dollars.) In a statement of claim filed Tuesday in the Supreme Court of British Columbia, chartered accountant Mr. Bergelt and Pachina Inc., his personal services company domiciled in the British Virgin Islands, seeks contractual termination compensation of $286,000 plus expenses.
The allegations in the suit, filed by Vancouver lawyer Richard Hamilton of Hamilton & Co., have not yet been proven in court and a statement of defence has not yet been filed. Mr. Bergelt claims he was terminated on Oct. 21, 2002, which is the same day National announced it was in merger discussions with Alamos Minerals Ltd., its partner on the Salamandra property in Sonora, Mexico.
In the suit, Mr. Bergelt claims he was hired on July 1, 2002, as senior vice-president and CFO, for a fixed term ending March 31, which was later extended to June 30. The one-year contract called for Mr. Bergelt to be paid a salary or retainer of $6,500, or $78,000 annually, with a $286,000 termination payout, which is the equivalent of severance pay of 3.67 years. Mr. Bergelt was also to be retained for five years at $1,000 per year, for "ongoing consulting services," designed to allow him to exercise his options for 300,000 shares.
Mr. Bergelt claims National has refused to pay his golden parachute, grant his stock options, reimburse him for $484 of expenses and pay his resulting legal fees of $3,435. The suit seeks assorted damages.
Mr. Bergelt, a corporate financial consultant who lived in West Vancouver before moving offshore, has diverse experience. After stints as senior vice-president and CFO of the Belzbergs' First City Trust and finance vice-president of Whistler Olympic booster Jack Poole's defunct Daon Development, Mr. Bergelt ended a three-year stint in 1995 as a vice-president of Ainsworth Lumber and later consulted for Frank Giustra's Lions Gate Entertainment and other companies.
Last June, a month before joining National Gold, Mr. Bergelt ended a four-year tenure as director of controversial offshore gambling promotion Starnet Communications International, renamed World Gaming, which employed his son Tony Bergelt as a programmer. Five months after Mr. Bergelt joined Starnet's board, the company had the misfortune of being raided by 100 police officers on Aug. 20, 1999. No allegations of wrongdoing were made against Mr. Bergelt.
In a landmark North American Internet gambling prosecution, Starnet pled guilty on Aug. 17, 2001, to one criminal gambling count and agreed to forfeit $3.92-million in illicit proceeds and pay a fine of $100,000 (Canadian). The forfeiture of $3,925,000 is the largest forfeiture in B.C. history, and one of the largest in Canada, under the Criminal Code of Canada, although not as large as some drug-case forfeitures under the Controlled Drugs and Substances Act.
|SUBJECT: RE: $9.25 per Gold Oz. Ignores CU
Posted on Stockhouse, By: marcos
Post Time: 1/8/03 21:19
ukboard, i got a little different figure for the fully diluted, 31.6m - http://www.investorshub.com/boards/read_msg.asp?message_id=630404
Could easily be wrong on that, though ... one thing i don't understand - remember how at the time they made the merger agreement Alamos loaned money to National, and the loan is convertible to 2.3m shares ... well how are they treated, are they counted on the share structure as posted 29 Nov?
i don't see a comparable number there, but if they are counted then we may be overshooting on the f.d. figure post-merger
Check out pages 217 and 218 of the big document posted to sedar 31 Dec ...
Finisterre uses a PoG of 315, and with it gives Alamos a NAV/sh of .46, National one of .44 - and this is based solely on Estrella, doesn't count any of the rest of Mulatos, and nothing on those cores from other targets around Salamandra [El Víctor is one, can't recall the name of the other, but they both had healthy intersections and then pdg/Kennecott never got around to following them up] ... anyway, plug a PoG of $350 into all this, and the thing is a cheap play indeed, at $400 it is rocket stock, multi-bagger material|
|according to marcos:
Finisterre says that on 4 Nov ngt had 30.4m outstanding, and 46.1m fully diluted ....
aas had on 6 Nov 32.6m issued and outstanding, and 52.9m f.d.|
|BOT in last week: NGT at $0.34... Nice to see it moving!
Just noticed there is a BB on IHub:
Here's a posting by "marcos":
"There are debentures for cdn7.5m to pdg/Kennecott, due in 2010 or when the nine-month trailing average of the PoG exceeds 325, whichever comes first ..... this is from memory, but it's all in the amalgamation book ... i don't know where the 9-mo trailing average is at the moment, we should keep an eye on it ... for sure this facet of the risk has effected the shareprices over the last few months, compounded as it was by the delay of the merger .... with the newco a reality, i don't think it's a problem - Chester Millar has friends in the business ... Tice is one whose name has come up, there are others, more than a few, and they hit heavy enough to finance five millions usd on a property of over three millions ounces, i should think .... mine capex even for just Estrella is much more than this
The fairness opinion assumes that final property payment to be paid 'in year four', btw ... we shall see
Also from memory [of an estimation] - there is around cdn1.5m in cash between the two companies now, i think ... but, better check that, and it doesn't appear in the amalco book because that only goes up to last September, if i recall correctly .... aas had a placement since then [for cdn2.0m?], then paid a property payment for both companies ... so, might be less than cdn1.0m in the kitty, in any case it's not much .... there will be a promo and financing cycle coming up following the merger, no doubt
Next week is the meeting, on friday ... so, any iffiness in re the merger will be gone the monday after next .... and good riddance, too ..... cheers|
|GOOD One, ridge!
I was too slow. I'm watching thse two.
If GOLD sustains $354+, I may buy one.
Have a few shares of NGT already|
|energyi thanks for highlighting candero the other day, I bought @ $2 before the big rise on friday.|
|The huge number of WARRANTS outstanding is somewhat off-putting!|
|EXCERPTS from BB's:
SUBJECT: RE: Where is the gang? Eh! Posted By: marcos
Post Time: 12/4/02 14:31
Hi Walt, lots of ngters over at SI, we just don't get to stockhouse much maybe ... it's still my top pick for a hold into the new year, all this perception of iffiness regarding the merger is unjustified imho, as we're clearly better off with a clarified and more focussed operation, the great majority of shareholders realise this i think .... it was for this merger that i first got into National over a year ago, it's finally happening, that's good .... Salamandra awaits, it's all up to the price of gold now, and i don't personally have much for worries in that regard
Check out post number 4278980 above, it's a Kaiser tracker from over a year ago, gives some aas/ngt background and is a good example of JK's writing ... i was just talking up JK's bottom-fish report to somebody, and looked up this post from a link elsewhere ... cheers
The share ratio will be five Alamos to six National ... or more precisely one aas to 1.176 ngt ... so at this level there should logically be five cents between them, at four cents or less Alamos is the cheaper way in, at six cents advantage goes to National
As of a few days ago i had hopes of adding in the very low .20s, too ... seems less likely now ... you never know though, the PoG could get tanked, spiked down dramatically ... anything like that would be brief though, and set up some nice opportunity
No release out on the due diligence period expiring, so are we to take it that no news is good news? ... i guess so, because if any hangups had come along, they'd be material ... can't imagine any, it's pretty clear to all that we're better off merged and focussed ... i don't think we'll have to wait for the actual merger to see shareprice recovery, either ... one of these days, one or more NLWs will fix on new Alamos as a Very Good Idea, i think, then we're off to the mainstream, with bells on
SUBJECT: share structure for Alamos Gold Posted By: marcos
Post Time: 12/17/02 14:32
These are the issued, options, and warrants figures for both ngt and aas, copied and pasted from the sedar docs posted to stockwatch 29 Nov - http://www.investorshub.com/boards/read_msg.asp?message_id=627873
In both companies there are options and warrants both in the money, and out of the money ... so far ... but the fully diluted figure is what counts imho, for overall estimation, and for the eventual takeout scenario
SUBJECT: current f.d. market cap usd16.2m Posted By: marcos
Post Time: 12/29/02 21:37
F.d. market cap for new Alamos at closing bids today - cdn25.3m, a/k/a usd16.2m
Based on -
aas bid .39 times 42.6m = cdn16.61m
ngt bid .36 times 24.2m = cdn8.71m
Share count -
At a PoG of ~315 we were looking at 1.2m ounces of thoroughly economic metal in the high-grade of Estrella, but should the yeller dog be able to hold around 350 or better, we get to count as economic the 3m ounces of Mulatos?? ... anybody's guess at this point, but certainly they should have value as an open-ended call option on the PoG ... along with the entire rest of the Salamandra district
... here's some guesses on why new Alamos hasn't recovered much yet -
1. perception of uncertainty regarding the merger
2. new paper issued this year needed to find holders
3. people don't like the rollback
4. time of year
5. lack of promo pre-merger
In answer to these i would respond that -
1. the merger is on - what could happen? [rhetorical q.]
2. the new paper is mostly tucked away now
3. rollback already whacked the shareprice, now consider 3m ozs
4. to everything there is a season
5. number of days pre-merger are reduced by one every time the sun rises, while ballyhoo over Salamandra is no less predictable ... all in good time|
|Alamos Minerals Ltd. and National Gold Corporation: Due Diligence Reviews Completed and Definitive Amalgamation Agreement Executed
VANCOUVER, BRITISH COLUMBIA, Dec 20, 2002 (CCNMatthews via COMTEX) --
The Boards of Directors of Alamos Minerals Ltd. ("Alamos Minerals") and National Gold Corporation ("National Gold") have completed their respective due diligence reviews and have today executed the definitive Amalgamation Agreement between Alamos Minerals & National Gold.
Under the terms of the Amalgamation Agreement, shareholders of Alamos Minerals Ltd. will receive one common share of Alamos Gold Inc. for every two common shares of Alamos Minerals held and shareholders of National Gold Corporation will receive one common share of Alamos Gold Inc. for every 2.352 common shares of National Gold held. All valid rights to acquire common shares of Alamos Minerals or National Gold will be replaced by comparable convertible securities of Alamos Gold on an adjusted basis. This merger ratio (effectively .85 National Gold to 1 Alamos Minerals) is confirmed as fair by Robert McKnight of Finisterre Holdings Inc., the independent valuator retained by the Companies to provide a fairness opinion.
- - - - -
.Date. ..AAS.. .x0.85. ..NGT.. ..ALA..
01.03. .$0.42. .$0.357 .$0.36. .$0.84.
There will be about 30mn shs O/S post-merger,
so the current "indicated" price,values ALA at: C$25.2 million|
|Merger: Alamos (v.AAS) & National Gold (v.NGT)...to be voted, 24 Jan.2003
1 Alamos Gold AGI) = 2.0 AAS = 2.352 NGT, effective: Feb.17, 2003 (plan)
So $1.00 for v.AGI= $0.425 for v.NGT ... x1.20= $0.51
The Unofficial ALAMOS GOLD Chatboard ... PBB thread
Alamos Minerals, (v.AAS) became... : 1/2 share of Alamos Gold.(v.AGI)
Alamos Minerals (AAS), Daily Chart
Compare NGT (brown line) with AAS:
Initially,will be 29.367 Million shares outstanding, plus wts. & options:
MKT.CAP: say, 35 mn.shs f.d. (check this) 35 xC$0.84=C$$25mn=US$17mn
GOLD: 1.8mn. oz. at Estrella : $17mn/ 1.8mn= US$9.25 /oz. Gold
The real shocker is the number of warrants outstanding:
AAS: 12.52mn= 6.19mn at $0.20, 1.12mn at $0.28, 5.2mn at $0.45
NGT: 10.72mn at various: incl. 2.5mn at $0.25, 4.2mn at $0.40
ALA: 12.52/2 + 10.72/2.35 = 6.71+4.56= 11.27mn wts.
MANAGEMENT DISCUSSION & ANALYSIS
Occurring just subsequent to the end of the 3rd. Quarter the most significant development for the Company was the announcement of the intent of National Gold Corporation & Alamos Minerals Ltd. to merge the two companies as Alamos Gold Corporation at a ratio of one Alamos Gold share for each two Alamos Minerals shares held and one Alamos Gold for each 2.35 National Gold shares held. This agreement was announced on October 18th, 2002. The two companies are conducting their due diligence and a fairness opinion will be provided after which they will seek approval from their respective boards, shareholders and the regulatory authorities.
National Gold embraces the merger, as it will result in operating efficiencies and a consolidation of the ownership of the Mulatos deposit which management believes will result in a better valuation of the deposit for the shareholders of the companies.
The merged company will be lead by Chester Millar a well known 'mine builder'and financier. Mr. Millar was a principal and founder of Glamis Gold. As a pioneer in heap leach technology Mr. Millar built and financed the first heap leach mine for Glamis in the state of California. Mr. Millar was also a founding shareholder of Eldorado bringing its first mine, La Colorada into production. La Colorada is in the state of Sonora, Mexico the same state that the Mulatos deposit is located. Mr. Millar is also known for the discovery of the Afton copper-gold deposit in southern British Columbia
During the third quarter the Company completed two financings:
The first was a $0.45 per unit 3.3 million unit Short Form Offering (the 'SFO') completed by Canaccord Capital Corporation. Each unit consisted of one free trading share and one free trading share purchase warrant. Each two Two warrants plus $0.55 entitle the holder to purchase one additional free trading share until June 21st, 2003 at an exercise price of $0.55 per share. As part of an agency agreement and for services provided Canaccord received 500,000 share purchase warrants exercisable into one common share of National at $.40/share until May 7th, 2004. For completing the SFO Canaccord received 500,000 broker warrants exercisable into common shares at a price of $0.55/share until June 6th, 2003.
On July 3rd, 2002 a private placement was announced for 1,750,000 units at $0.55/unit. As a result of market conditions the issue was later repriced as 1,905,333 units at $0.45/unit with 1,546,833 non flow-through Units consisting of one common share of the Company and one full warrant to purchase an additional common share at $0.55 during the first year of its two year term and $0.65 during the second year, and 358,500 Flow Through Units consisting of one common share of the Company and one-half non-flow-through warrant with each full warrant entitling the holder to purchase an additional common share at $0.55 during the first year of its two year term and $0.65 during the second year.
On October 18th, 2002 the Company announced it had entered into a convertible debenture agreement with Alamos Minerals Ltd. for C$675,000. The debenture is convertible into common shares of National Gold at a price of $.29 per share. Upon conversion Alamos has the right to appoint three directors to National's board. The debenture carries interest at 1% per month payable annually and is due on October 17th,2003.
- - -
Chester Millar, 75, a legendary mine developer who discovered Afton and pioneered heap leaching through Glamis Gold...
- - - - -
La Fortuna Concessions (Mex.)
Salamandra Concessions (Mex.): Mulattos, remote area of Sierra Madre Mtns.,
includes the high-grade Estrella Zone (511drill holes: 96,124 meters: 2001/02)
- -Estrella, "the starter pit"- -
"The Estrella Development Alternative pit contains a total of 32.0 million tonnes of measured and indicated resources at an average grade of 1.77 grams of gold per tonne plus 26.6 million tonnes of waste material resulting in a stripping ratio of 0.83:1.0 (tonnes waste:tonnes ore)...
The open pit contains approximately 1.8 million ounces of gold"
- - -
ROYALTY on Purchase of Salamandra:
On August 21 (2001) National Gold announced a revised deal
whereby all but $250,000 is due in 2008 and 2010 unless the
gold price goes up. A total of $2.75 million becomes due 60
days after the date the nine month trailing average price of goal
hits US $300 per ounce. If the nine month trailing average is
$325, the remaining balance of $7.5 million will be due 90 days
after October 1, 2004. The NSR is now a sliding scale royalty
that slides from 1% below $300 to 5% above $400.
NGT thread at Stkhse: http://www.stockhouse.com/bullboards/forum.asp?Symbol=NGT&table=list
Historical AAS price data: http://table.finance.yahoo.com/d?a=7&b=3&c=2002&d=10&e=4&f=2002&g=d&s=aas.v
- - -
IHub's BB: http://www.investorshub.com/boards/read_msg.asp?message_id=688277|