Welcome To the WIN!!! St. Elias Mines HUB On AGORACOM

Keep in mind, the opinions on this site are for the most part speculation and are not necessarily the opinions of the company WITHOUT PREJUDICE

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Message: lets look at the proposed PP of Oct 2012

http://steliasmines.com/?p=1701

So we see here what we consider is a total disregard for shareholders interests, in the fact that this PP if it had gone through, could have diluted the shareholders by approximately 80%. When you add the effect of the warrants, if they were able to be exercised at a later date, the total damage from just these two equity offerings, could have jumped to 200 million shares, causing a dilutive effect of approximately 160% of the existing shares. The finders fee would have to be added here as well because it could have been paid in shares, bringing the total possible dilution to 210 million shares to be added on to our outstanding shares of around 120 million.So in the real world, had this gone through, your shares would have perhaps only been worth a little over a third of what they would ever be.A quote from Lori in this news release is as follows;

“Our ability to raise capital in this challenging financing environment speaks to the excellent potential of our projects. We intend to use the proceeds to advance our exploration activities in Peru on behalf of our shareholders.”

As you can see above, Lori depicts that this proposterous PP was beneficial to shareholders while not mentioning the massive dilution to them, which is contradictory to her "on behalf of our shareholders", and also the fact that it was full, not allowing existing disgruntled shareholders in on it, as far as we know. I know, or have good reason to believe that at least one shareholder, that is on managements side, and perhaps offered an affidavit to management during court proceedings, was offered a position in the PP, while other shareholders called and was told the PP was full. As you can see above, the PP appears to have been taken up before announcement of it, eliminating the chance for any of the disgruntled shareholders from participating in it. I should add here, it doesn,t look good to me to have seen Lori dumping shares before and leading up to this date, it it is easily seen where her dumping of shares on some trading days, help drop the sp even further and kept,imo, immense pressure on the stock price, perhaps dissuading any new buyers. Couple into this scenario, the trade marks of market making activity that seems to always market make to the suppressive side of the market, many questions arise.

You will also see the word "excellent" used in her descriptive nature of our properties, in course of terms of potential, nevertheless, I consider this contradictory to news released to the public prior and recent. From the facts we have from news releases, the facts seem to suggest otherwise, the "excellent potential", perhaps a misleading statement to the market? If the LOI for the Cueava Blanca stays in force, a mere $100,000, does not justify the value for that property under the term "excellent", although in my opinion, a resource estimate well justify a value in the millions, shaming the $100,000 figure, and perhaps also shaming the executors of the deal.

This next statement of that very release that I wish to comment on;

"If all of the units are placed, gross proceeds raised will be $10,000,000."

What in the world did she want or need all that money for? And also the conspicuous timing of the release, with no good news seen before or after the release? Who would participate in such a PP so willingly when all news has been less than desirable at least 8 months before the announcement, what inticement did the participants really have in locking up funds in a PP in a company that seemed to have little going for it at the time?

It was a proposed non brokered PP.

"In connection with the private placement, St, Elias will pay finder’s fees of up to 10% of the gross proceeds raised. The finder’s fees will be payable in cash or units or a combination of both."

I know that finders fees are acceptable by policy in this manner below; NOTE; there is more info associated with this, I suggest clicking on the link to get the full description, for some reason it is blacked out when pasted.

The finder’s fee limitations apply if the benefit to the Issuer is an asset purchase or sale, joint venture agreement, or if the benefit to the Issuer is not a specific financing. The consideration should be stated both in dollars and as a percentage of the value of the benefit received. Unless there are unusual circumstances, the finder’s fee should not exceed the following percentages:

Benefit

Finder’s Fee

On the first $300,000

Up to 10%

From $300,000 to $1,000,000

Up to 7.5%

From $1,000,000 and over

Up to 5%

http://www.tmx.com/en/pdf/Policy5-1.pdf

So, I also question what I consider a high payout finders fee.

So, for all intent and purposes, this PP could have well destroyed the shareholders had it been approved. I commend all shareholders that participated in preventing this blatant disregard to shareholders and what is/was surely considered, not in our best interests. The fudiciary duty aspect also enters the display here, with perhaps this blatant attempt be enough to be considered an attempted breach of fudiciary duty by our entire BOD.

So, when some of you shareholders think sometimes that we have accomplished nothing, think again about how this PP was withdrawn.

Stand your ground and stay together, we are making progress, :)

IMO

Thank you, each and every one of you shareholders for standing up for what you believe in.

rick

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