Laurion Mineral Exploration Inc. V.LME

Global $250K / 61-101

[DAM$]

MI - 61-101 - Protection of Minority Security Holders in Special Transactions I have read and reread the news release on Global and I am very excited about it. Not getting paid unless they secure a transaction satisfactory to the corporation. As already stated, banker types dont work for free and they obviously dont plan to be working on this for $250K for very long. Sell it and cash in. Looking more like Matlas is correct in saying all year that something is going on in the background And as Ive said, Cynthia is in her happy place exploring and discovering between its negotiation. I also have read or tried to read the SEC MI 61-101 (dont advise trying it) but wow is it ever lawyer esk BORING and long. But it is primarily about buyouts. Also covers compensation for bankruptcy advisers. Basically about how much they pay these people; but what I dont understand and is being discussed is why it appears a $250K compensation even has to be reported and qualified with respect to not getting minority shareholders approval when they regularly pay more for drilling and other expenses. I think its evident that the agreement includes a percentage that will be deducted from the sale price thereby lowering the share value we get from the buyout. Based on mithrils (low) $2B sale it would lower the price per share by 7 cents. Using the Koolaid $30 we would only net about $29.85 The reason I say, evident, is the legal extra words about exempt from formal valuation and fair market value not exceeding 25% of the corporations market capitalization which 25% was $25.7M at the time. If I interpreted that correctly

[fatlas]

Matlas IS right - of course something - a LOT of things - are going on in the background. We aren't alone in wanting this done - every single person at LME wants what we want - and is working every single day and night to bring it about.

[mithril56]

Further reading about 61-101s  https://www.mccarthy.ca/en/insights/blogs/ma-and-private-equity-perspectives/looking-out-minority-security-holders-securities-commission-staff-publish-guidance-conflict-interest-transactions

[matlas]

Hey Dam$- Regarding your query below: "what I dont understand and is being discussed is why it appears a $250K compensation even has to be reported and qualified with respect to not getting minority shareholders approval when they regularly pay more for drilling and other expenses." I am guessing that it is because of the fact that the PR indicated it was classified as a "related

[fatlas]

I think the configuration of this agreement has to do with the fact that as I understand it, LME does not have any employees. Without employee/er relationships in place - things operate under some forms of contract - and on from there. My personal view is that the structure itself isn't material or revealing at all - but the engagement between LME and US Global absolutely is both. Very

[matlas]

Of course it has employees. Cynthia as President is an employee. Tyler as CFO is an employee. I am sure there are others.

[mithril56]

Cynthia herself isn't even an employee. She has spoken of this before.  She has no formal employees.  She has independent contractors that can be replaced at anytime.  Looking at the most recent MD&A under transaction with related parties. LME has retained : -AquinTerra Inc. (“AquinTerra”), a company controlled by Cynthia Le Sueur-Aquin, for exploration services and

[matlas]

I dont see how she can be President and not be employee, but even if I buy that, that does not explain why USCG could not have contract with LME, as opposed to having to route through Director.

[StevenHunter]

Fatlas is right.   LME doesn't have one employee.  I can speak to that from my own engagement.   All contracts with outs both ways. The PR about USCG was based on something much simpler than has been posted.  It's simply a material partnership.   Less about the refundable deposit and more about the new relationship.    The guiding light on PRs is

[matlas]

Thanks Steve- I am happy to move on from dwelling on the formalities of legal relationships, and take solace from believing that the fact that certain things are now somewhat "loosy goosy" is indicatative of a relationship that is intended to move on to much bigger and better things! 

[keen2know]

Contrary to a lot of talk on here, I think this suggests that there isn't a deal close to being signed by Cynthia. Which is why she has formed this relationship. I do believe this is very positive moving forward.   

[matlas]

Top two reasons why I believe that deal signed (or very close): 1) Right after deal with USCG announed, Roger wrote on FB: "BIG LAURION NEWS out this morning, from Cynthia's desk. This is the important move that LME shareholders have been waiting for. We can now expect some BIG BIG announcement to follow!" I dont believe he would have written that if there was not a deal imminent

[Lambosntendies]

Right on Matlas! I would also like to add that Cynthia is very frugal. She would not shell out 250K USD for the sake of hoping something would happen. I agree that a deal is in place or at least very close and USCG has been brought on to help with all the details. I think that after the previous deal fell apart (for whatever reason that was) Cynthia is making sure to work with the best and put

[NoRealPlan]

On a scale from probable to certain, how to your hopes of today compare to your hopes from 16 months ago?    

[matlas]

I am not sure if directed to Lambo or me, but assuming you want both. From my perspective much for certain. in 2022, we were basing our certainty mainly on vibes that Cynthia was giving out. Here, we have something more tangible in the form of the USCG arrangement and the formation of Special Committee. 

[Lambosntendies]

I agree Matlas.  The LME team has referenced a previous offer. I believe 16 months ago an offer was in place and moving forward. That offer fell apart for an undisclosed reason. Now we have new deal in the works and I am just as confident now (if not more for reasons already stated by Matlas, DAM, myself and others) than I was last year leading up to the AGM. 

[matlas]

Right Lambo I am pretty sure that the reason that the prior deal fell apart was that Cynthia wanted more $$$ in light of additional discoveries. This fact is part of my reason for thinking that any deal that would reach the finish line would have to be for a very high price, or else Cynthia will not agree.