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Medinah
Minerals Shareholder Letter
June 10,2005
Dear Shareholders:
On
December 20, 2004, Management posted updates on the Company
website
relative to mandated actions that were undertaken
as a result of the Shareholders’ directions from the
Annual General Meeting of the Company shareholders held May
17, 2004. Specifically, one of the issues included information
on the settlement of the majority of the outstanding debts
of the Company. Certain questions, statements and allegations
have been postulated over the past several weeks that now
require further explanation as to Management's position on
these claims and clarification of the claims themselves.
Subsequent to the AGM in May 2004, Management approached
all of the major creditors of Medinah Minerals, Inc. and
requested their permission to negotiate a settlement of their
verified debts, during the time that Management would be
in Chile renegotiating the status of the properties. The
majority of the confirmed creditors agreed to this, and their
claims were settled by contract, outside of Medinah Minerals,
Inc., therefore, directly relieving Medinah of major debt
obligations.
Two creditors, Gordon House and Russell Godwin, exercised
their right to refuse this offer to settle and failed to
provide documentation to prove their claims. The requests
for documentation substantiating their debt claims reverted
back to mid-2002, when the Company was updating its Financial
Statements. The Manager for Legal Affairs at that time, Les
Price, requested the required backup documentation for the
Company records. Mr. Godwin and Mr. House chose not to provide
the documentation requested. During many subsequent conversations,
Mr. House and Mr. Godwin were reminded of the need to rectify
the situation. When Sr. Quijano became a Board member in
January 2003, the other two Directors had a responsibility
to provide him with information regarding any and all Management
issues that had been dealt with by the previous two-member
Board. The Bylaws of the Company state, that in order for
a Board of Directors to be duly constituted, it must consist
of three members. During the first four months after the
AGM of September of 2002, there was no duly constituted Board
of Directors.
Legal advice was sought regarding this issue. The Directors
were advised of and shown the revised Nevada Statutes and
Bylaws of the Company that provide their right to continue
to act in the best interests of the Company and perform such
duties as were required providing that; when a third member
was appointed to the Board, proper Directors Resolutions
be passed at a duly constituted meeting of the Board, ratifying
all of the prior acts of the original two Directors. No such
meeting was held. Sr. Quijano was not consulted as to the
approval of Management contracts for Mr. House and Mr. Godwin,
or any other issue, and therefore no Directors Resolutions
were passed. This issue was to have been presented to the
shareholders at the AGM in May of 2004, providing a list
of the acts in question and requesting their approval. No
such motion was brought by the two Directors who were present
at that meeting. Mr. House and Mr. Godwin had many opportunities
to ratify and record their Management contracts, as well
as any other debt claims that they may have had, but they
did not. Their claims, therefore, have not yet been, or can
be, dealt with due to the existing circumstances. Eventual
litigation in the State of Nevada, may become necessary to
find resolution of the issues.
Mr. Les Price has written and e-mailed both parties many
times requesting their employment contract, Directors Resolutions,
and/or any other information that validates their claims.
To date, Management has never received documentable proof,
or a response from either party.
Mr. Price then suggested to the Board of Directors that
a Committee, excluding himself, be set up to investigate,
verify and deal with the outstanding claims. This was done
and headed by Gregory A. Chapin, Director. Mr. Chapin attempted
to contact both parties in an effort to deal with these claims.
Again, there was no response.
Taking
this one more step to attempt a resolution without assistance
from Mr. House and Mr. Godwin, Mr. Price asked
Juan José Quijano, President, if he had copies of
the employment contracts as he was a Director at the time
in question and would have necessarily had to approve them.
Sr. Quijano stated that he has never seen or approved any
contracts or resolutions applicable to their claims.
Mr. Godwin blames Mr. Price and Mr. Quijano for the failure
of the Company to satisfy these claims. Clearly, the fault
is his failure to account appropriately for his claims by
way of documentation as reasonably and extensively requested
by the Company. The Company's efforts are fully documented.
The Board of Directors and Company management finds it necessary
to provide this information because of recent events involving
Mr. Godwin. Mr. Godwin has made several unsubstantiated and
slanderous comments about Mr. Price and Sr. Quijano. He has
made these comments in writing to third parties unrelated
to the Company. These writings are in the possession of the
Company and several other people. An associate of Mr. Godwin
is also making and publishing uncomplimentary and potentially
libelous comments about the Company and its Directors without
facts to back up his statements. Now that this information
is posted any such further comments will be taken seriously
and addressed.
The
Board of Directors and Company Management are unanimous
in expressing
their condolences to the family of Gordon House
who passed away May 22, 2005 after a long battle with cancer.
The Company will deal promptly with the Executor of Mr. House’s
estate regarding the fees for his professional services that
have never been in question. Mr. House and the Company reached
an arrangement on that issue when he was still a Director
and Vice President of Exploration of Medinah.
June 10, 2005
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