CRK mines 240k oz gold a year, NGN has past big namesin the mining industry, that mines nothing but big money and courting big money to buy a portfolio of rising gold companies, like CRK. Outside the world of mining, NGN's names don't mean much. They are just stellar in their world of mining, and have nothing to do with CRK’s company, fiduciary obligations, operations, mandates and goals.
Regular minority shareholders in a merger want to see equal value of the two companies in the merger, especially on earnings and profits. Not one company is a real company with earnings and profits and one has stars in its sector of the market, namely mining, which doesn't mean anything outside that sector. Also the junior partner intending to not only consolidate shares but change the whole nature of the company from one gold company with its own mandate to many, where the smaller company in the merger calling the mandate shots from now on. With the majority shareholder of CRK, Luxor Capital Group, seeing nothing wrong with that and not a violation of CRK's fiduciary obligations, ethics and mandates.
Luxor capital group of CRK is acting as if the gold era is over, and under the cover of that are subjecting CRKs assets to be picked apart or certainly minimized by the shell holding like company, NGN, of an example of crass merger and acquisition agreement, complicity and process that we have come to hear about in such distorted and false rationale and excuses..
Majority shareholder Luxor capital group just gave away CRK on the cheap, ie at the bottom of the gold era's cycle correction before it takes off again, to not pursue the goals of the bigger partner in the merger, CRK, the one with the only earnings and profits credentials, and its own goals and mandates, but to the one that has no earnings and profits, with different goals and mandates. NGN and I guess Luxor too, or with Luxor's blessing, to go forth from there to convince other big shareholders of other gold companies to do the same to their companies at the bottom of the gold era cycle correction that is taking place.
It's a big players’ concoction that has nothing to do with minority shareholders, or what's best for the company, its fiduciary obligations, mandates and goals. All pretense of fiduciary obligations by majority shareholders to CRK and minority shareholders is out the window, whether in respect to the open letter of luxor in 2012 or by normal operating codes of all companies' behavior.
Now look at NGN's goals and mandates and tell us if that is CRK's goals, who is the larger entity in the merger of so called equals. or whether they are NGN's goals and mandates, of the junior partner in a merger of unequals? The junior partner is setting the tone, where all claims of shareholder value and fiduciary obligations to CRK and shareholders are long out the door.
A consolidation of CRK's shares would have been much better for CRK but that wasn't even needed since CRK has arrived as a producing, earning and profit achieving company. It's done what it wanted to be. Be a real gold producing company and making profits doing it and higher and higher profits as the gold era returns strongly if gradually over the years to come starting the end of this year, whether a world market crash delays it a little or not. The hand writing is on the wall of a strong gold era returning and from the end of this year 2015 onwards.
Of course CRK's management and directors are going to go along with it if are to maintain their jobs or golden parachutes if some are being dismissed.
From
'Newmarket Gold and Crocodile Gold Merge to Establish a New Platform for Gold Asset Consolidation'
https://www.crocgold.com/news/news-releases/news-releases-details/2015/Newmarket-Gold-and-Crocodile-Gold-Merge-to-Establish-a-New-Platform-for-Gold-Asset-Consolidation/default.aspx
"This transaction is a significant step in Newmarket's goal to deliver both immediate and long-term value to shareholders through the disciplined acquisition of quality gold assets in politically stable jurisdictions worldwide. Newmarket founder's and management's direct participation via the concurrent private placement financing, demonstrates our commitment to aligning management's goals with those of our shareholders and to creating significant shareholder wealth."
Rodney Lamond , President and Chief Executive Officer of Crocodile Gold stated:
"The Board and Management of Crocodile Gold fully support the planned combination between our two Companies.
NewCo will be well managed by a Board of Directors and senior executive management team that have an excellent track record and history of successfully growing large portfolios of mines and projects.
NewCo provides an opportunity for Crocodile Gold's shareholders to participate in the long-term value and advancement of our existing assets, while growing through future acquisitions. We believe this business combination will begin to benefit shareholders of both companies immediately.""
Me- what has any of that mandate have to do with the present CRK mandate, fiduciary obligations, operations and attainments of CRK, so hard won and arrived at?
Why so called ‘fix’ what isn’t ‘broken’, except for the bottom of the gold era market correction, that is about to turn around strongly and consistently for years to come.