Nickel Creek Platinum -- ehem Wellgreen Platinum / Prophecy Platinum / Pacific Coast (Seite 249)

[piecesof8]

hier ist das wesentliche aus dem "materials" :


Special Committee

As disclosed in a news release dated December 20, 2012, the Board, by unanimous resolution, formed a Special Committee, comprised of Wesley J. Hall (chair) and Mike Sylvestre, in connection with certain inquiries made by the British Columbia Securities Commission (“BCSC”) regarding the events leading up to a July 14, 2011 news release that revealed the results of a resource estimate for the Wellgreen property. The Special Committee was given a broad mandate to assess:

(a) an Order for Production received by the Company from the BCSC on October 4, 2012;

(b) trading in the Common Shares by certain insiders prior to the Company’s press release of July 14, 2011; and

(c) filing of reports by the Company’s insiders respecting their trades in securities of the Company under National Instrument 55-102 – System for Electronic Disclosure by Insiders (SEDI) (“SEDI”).

During the relevant period for the purposes of the BCSC’s inquiries, John Lee was Chief Executive Officer and chairman of the Company. Our current management team, including President and Chief Executive Officer, Greg Johnson, Chief Financial Officer, Jeffrey R. Mason, Senior Vice President and Chief Operating Officer, John Sagman, VP Corporate Development, Robert Bruggeman, and Corporate Counsel and Corporate Secretary, Samir Patel, were each appointed after August 2012, well after the relevant period for the purposes of the BCSC’s inquiries. Similarly, all of the proposed nominees for election as director for the ensuing year were first appointed to the Board (and, in the case of Mr. Mason, first retained as an officer of the Company) in 2012, subsequent to the period on which the BCSC’s inquiries are focused.


On August 22, 2013, Myron Manternach was added as a member of the Special Committee and its mandate was expanded by resolution of the Board to, among other things, review, consider and assess the Company’s historical and ongoing relationship with Prophecy Coal Corp. (“PCY”), including the appropriate representation of PCY on the Company’s Board, in light of certain demands from PCY to the Company and PCY’s shareholding in the Company. John Lee is Executive Chairman and interim Chief Executive Officer of PCY, and D. Greg Hall and Harald Batista are members of PCY’s board of directors.

After due deliberation, with the assistance of independent legal counsel, Borden Ladner Gervais LLP, the Special Committee unanimously concluded on November 14, 2013, and subsequently unanimously recommended to the Board, that for the Company’s upcoming annual general meeting:

(a) Messrs. Lee, G. Hall and Batista, each being directors of PCY, not be nominated by the Board for election as directors of the Company;

(b) the remaining four directors of the Company, Messrs. W. Hall, Johnson, Manternach and Sylvestre, and the Chief Financial Officer of the Company, Mr. Mason, be nominated by the Board for election as directors of the Company; and

(c) the composition of the Audit Committee of the Board be changed to reflect the recommended nominees for election, with Messrs. Batista and G. Hall being removed from the Audit Committee.

In making the foregoing recommendation, the Special Committee considered a range of factors, including the following reasons and considerations:

(a) as at the date of the Company’s information circular for its November 30, 2012 annual general meeting, PCY beneficially owned, directly or indirectly, or exercised control or direction over 25,282,689 Common Shares, representing approximately 37.44% of the Company’s then issued and outstanding Common Shares. This represented the largest shareholding in the Company at that time. As at the same date, Mr. Lee also beneficially owned 459,511 Common Shares directly, and beneficially owned 1,114,145 Common Shares indirectly through Merit Holdings Ltd., a private entity of which Mr. Lee is the sole shareholder. PCY and the Company had a further commonality of interest in that the companies shared offices in Vancouver, British Columbia and shared a number of officers and employees. Accordingly, at that time, it was appropriate that representatives of PCY should be nominated for a number of board seats pro rata to PCY’s shareholding in the Company;

(b) PCY has disposed of a considerable portion of its shareholdings in the Company, in part to raise funds to pay out a secured loan from Waterton Global Value L.P. In November 2013 SEDI filings and press releases, PCY reported that it beneficially owned, directly or indirectly, or exercised control or direction over 6,137,724 Common Shares of the Company, representing approximately 7.3% of the Company’s issued and outstanding Common Shares (approximately 2,316,634 of the Common Shares held by PCY, which represents approximately 3% of the issued and outstanding Common Shares of the Company, are held in trust in connection with the June 2011 spin-out transaction involving PCY and the Company). Since the Company’s November 30, 2012 annual general meeting, Mr. Lee has also disposed of a considerable portion of his shareholdings in the Company. In SEDI filings dated September 3 and 4, 2013, Mr. Lee, PCY’s Executive Chairman and interim Chief Executive Officer, is reported as beneficially owning 94,317 Common Shares of the Company directly and beneficially owning 837,515 Common Shares of the Company indirectly through Merit Holdings Ltd. As a result, PCY is no longer the largest shareholder of the Company and is no longer an “insider” of the Company under Canadian securities laws;

(c) PCY and the Company no longer have any strategic or operating commonality of interest outside of PCY’s and Mr. Lee’s greatly reduced shareholdings in the Company, as PCY and the Company no longer share corporate offices, officers or employees. PCY is focused on developing energy projects in Mongolia, while the Company is focused on the exploration and development of PGM-Ni-Cu projects in Canada;

(d) It would not be consistent with corporate governance practices in Canada for a shareholder holding less than 10% of the Company’s issued and outstanding Common Shares and with which the Company has no strategic or operational synergies, to nominate multiple representatives to the Board;

(e) on September 10, 2013, PCY received a request for information from the Toronto Stock Exchange (the “TSX”) relating to the nomination of Mr. Chuluunbaatar Baz as a director of PCY, the change in Mr. Lee’s role from Chief Executive Officer of PCY to Executive Chairman and interim Chief Executive Officer of PCY and certain reporting obligations of PCY (the “TSX Request”). The Special Committee is concerned that it would not be appropriate for the Company to nominate individuals for election to its Board who are serving as directors of PCY while PCY is subject to an inquiry by the TSX;

(f) PCY has been subject to several serious breaches of confidentiality in 2013. On September 25, 2013, PCY issued a press release commenting that the TSX Request had been improperly disclosed to the public. It appears that the TSX Request had been posted on an internet bulletin board and was subsequently reposted on a Latin American investment blog. In a letter dated September 12, 2013, PCY’s then-external legal counsel, Stikeman Elliott LLP, advised the Company’s external legal counsel, Cassels, Brock & Blackwell LLP, that one of PCY’s draft budgets was also posted on an internet bulletin board. In light of these leaks, the Special Committee is concerned that current directors of PCY may not be able to meet their duty of confidentiality to the Company if nominated for election to its Board;

(g) the Company and PCY are in a dispute with respect to the formerly shared office (the “Premises Dispute”). In a letter dated August 1, 2013, PCY required the Company to vacate its shared office with PCY by August 31, 2013 (which the Company did). In a subsequent letter dated August 12, 2013, PCY demanded payment from the Company in respect of the Premises Dispute.
Further, on September 12, 2013, PCY’s then-external legal counsel, Stikeman Elliott LLP, advised the Company’s external legal counsel, Cassels, Brock & Blackwell LLP, that litigation regarding the dispute was “impending”. The Special Committee is concerned that this dispute and impending litigation with PCY would give rise to serious conflicts of interest if the Company nominated individuals for election to its Board who are serving as directors of PCY; and

(h) Mr. Lee has missed three of seven meetings of the Board since the Company’s last annual general meeting. The Special Committee is concerned by Mr. Lee’s level of attendance at Board meetings and that, as Executive Chairman and interim Chief Executive Officer of PCY, he does not seem to have the time necessary to devote to the Board of the Company.

If you have any questions and/or need assistance voting your shares, please call Kingsdale Shareholder Services Inc. at 1-866-
581-1392 or email: [e-mail]
28

[piecesof8]

(wie findet man dieses dokument ?
man geht auf dem NKL-homepage, man clickt (bei der ankundigung der AGM) auf "meeting materials", dann clickt man auf dem PDF "management information circular", dann muss man weit nach untzen scrollen. )

[piecesof8]

rausschmiss von JL, greg hall, harald batista

"eodway" hat im SH-thread ein sehr langes dokument gepostet, teil einer veröffentlichung (im namen) von NKL im rahmen der vorbereitung der hauptversammlung (AGM).
es wird hier der rausschmiss von JL, greg hall, harald batista dokumentiert.

hier vorerst das wichtigste:

"...
On August 22, 2013, Myron Manternach was added as a member of the Special Committee and its mandate was expanded by resolution of the Board to, among other things, review, consider and assess the Company’s historical and ongoing relationship with Prophecy Coal Corp. (“PCY”), including the
appropriate representation of PCY on the Company’s Board, in light of certain demands from PCY to the Company and PCY’s shareholding in the Company. John Lee is Executive Chairman and interim Chief Executive Officer of PCY, and D. Greg Hall and Harald Batista are members of PCY’s board of
directors.

After due deliberation, with the assistance of independent legal counsel, Borden Ladner Gervais LLP, the Special Committee unanimously concluded on November 14, 2013, and subsequently unanimously recommended to the Board, that for the Company’s upcoming annual general meeting:

(a) Messrs. Lee, G. Hall and Batista, each being directors of PCY, not be nominated by the Board for election as directors of the Company;

(b) the remaining four directors of the Company, Messrs. W. Hall, Johnson, Manternach and Sylvestre, and the Chief Financial Officer of the Company, Mr. Mason, be nominated by the Board for election as directors of the Company; and

(c) the composition of the Audit Committee of the Board be changed to reflect the recommended nominees for election, with Messrs. Batista and G. Hall being removed from the Audit Committee.

... "

[piecesof8]

metallurgie-update wird bald kommen.

"eodway" im SH-thread erwartet da eine 10% aufbesserung.
ein erfahrungssatz, nehme ich an.

wie ich mich erinnere, ausgerechnet bei platin sah es mies aus,
nur ca 50% konnte rausgeholt werden. viel luft nach oben, also.

[piecesof8]

die distanzierung von PCY geht also weiter.

PCY wird in der meldung gar nicht erwähnt.
also auch nicht, dass greg hall bei PCY bleibt,
und auch nicht, dass jeff mason CFO bei PCY war und vor kurzem dort ausgestiegen ist.

(schon seit langem vermute ich, dass es ein krieg der faktionen gibt bei den beiden prophecies intern und bei grossaktionären, wahrscheinlich schon vor dem spinoff. )

[piecesof8]

Prophecy Platinum Announces 2013 Annual General Meeting of Shareholders and Changes to its Board of Directors

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 19, 2013) - Prophecy Platinum Corp. (TSX VENTURE:NKL)(OTCQX:PNIKF) ("Prophecy Platinum" or the "Company") is pleased to announce it has mailed its management information circular and related meeting materials (the "Meeting Materials") for the Company's upcoming Annual General and Special Meeting (the "AGM") of shareholders. The AGM will be held on Tuesday, December 17, 2013 at 10:00 a.m. (PST) at the offices of the Company's legal counsel, Cassels Brock & Blackwell LLP, located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia. The Meeting Materials are available on Prophecy Platinum's website: www.prophecyplatinum.com; and under the Company's profile on SEDAR at www.sedar.com.

We invite our shareholders to attend the AGM to meet our Board of Directors and management team, and to hear first-hand about our operations, activities over the past year and our future plans.

At the AGM, shareholders will be asked to elect five nominated individuals to the Company's Board of Directors for the ensuing year, all of whom are currently directors of the Company. The nominated directors include: Wesley J. Hall, Greg Johnson, Myron G. Manternach, Jeffrey R. Mason and Mike Sylvestre.

We encourage investors to read the Meeting Materials for full details on what matters will be considered at the AGM and for guidance on how to vote their shares.

Prophecy Platinum also announces that Greg Hall has resigned from the Board of Directors effective November 17, 2013. The Company wishes Mr. G. Hall well in his future endeavours. The Board has appointed Jeffrey R. Mason as a new director of the Company in place of Mr. G. Hall. Mr. Mason is Prophecy Platinum's Chief Financial Officer, a significant shareholder of the Company, and he has 25 years of public company experience at the exploration, development, construction and operation stages for PGMs, gold, copper, nickel, lead, zinc, and diamond projects in Canada, USA, Mexico, China, Brazil, and South Africa.

Mr. Mason is a Chartered Accountant and an experienced public company director, and he holds the Institute of Corporate Directors (ICD.D) designation. In addition to his broad experience in corporate and project finance, regulatory/operation reporting and corporate governance, including 15 years as a Principal with, and Chief Financial Officer of, Hunter Dickinson Inc., Mr. Mason has served as Chief Financial Officer, Corporate Secretary and director for 15 public companies listed on the TSX, TSXV, AMEX and NASDAQ. At Taseko Mines Limited, Mr. Mason, as the CFO and a director, was instrumental in the acquisition of the Gibraltar Cu-Mo mine in British Columbia and played a key role in moving it from an inactive project into the second largest open pit copper mine operating in Canada. At Continental Minerals Corporation, Mr. Mason negotiated the purchase of the Xietongmen Cu-Au Project in China and joint venture with Jinchuan Group Limited, one of China's largest nickel producers who subsequently acquired Continental Minerals for $431 million. Mr. Mason's wide-ranging experience in the Yukon includes the Casino Project (now owned by Western Copper and Gold Corp.) and in PGMs in the Republic of South Africa with Atlatsa Resources Corporation. He began his career with Deloitte LLP as a Chartered Accountant, followed by Homestake Mining Company (merged with Barrick Gold Corporation) in mineral exploration, construction and operations reporting. In 2004, Mr. Mason was awarded the BC Ernst and Young Entrepreneur of the Year Award in Natural Resources.

Greg Johnson, President and CEO of Prophecy Platinum, stated: "We believe these changes in the Board of Directors, which reflect the recent significant restructuring of our shareholder base, are an important step in the continued progress of the Company from an exploration stage company to a development stage company. It is an exciting time for the Company and for our investors to be in the platinum group metals sector and to be advancing one of the world's largest undeveloped platinum and palladium resources. We look forward to the Annual General Meeting and to hearing from, and presenting to, our shareholders."

Jeffrey Mason stated: "I am honoured to join the Board of Directors of Prophecy Platinum, and I am excited to help create significant value for all of our shareholders. Over the last year, I have accumulated approximately a 3.3% direct shareholder interest in Prophecy Platinum and share the commitment of our highly skilled technical team's focus on the accelerated development of our projects."

[Boersiback]

am besten 1 jahr wegschauen. historisch ist bei rohstoffwerten eh verrückt. 1000% up 95% down nur nach marktstimmung... bleibt zu hofefn dass diese irgendwann mal wieder in 1-2 jahren dreht.

[goldfinger69]

Also das die aktuelle MK schon lange nichts mehr mit einer fairen Bewertung des Unternehmens zu tun hat ist klar ..so wie bei zig anderen Minen auch ... wie lange und wie tiefe Mondpreise wir noch bekommen weiss wohl keiner .... wenn zu jeden Preis jemand bereit ist Stücke zu verkaufen kann das schon noch so weiter gehen .... ob man einen Mondpreis bei 0,45 oder 0,30 oder 0,10 hat ....wie gesagt geht durch den gesamten Minen Sektor so ...somit muss man sich aus dieser Sicht bei NKL keine Sorge machen ... eher aus der Sicht wie lange und wie weit werden Minen noch in den Abgrund getrieben und welche dann überleben .... ich möchte gar nicht erst denken wenn das noch länger so weiter geht was dann alles kaputt geht ....

Glück auf

[Merde4you]

Antwort auf Beitrag Nr.: 45.880.786 von CFalko am 20.11.13 17:53:30

mehr als das; und das bei den Assets!

[goldfinger69]

0,4543$
-0,0662$
-12,72%

jeglicher Kommentar überflüssig ....