LIKE IN EVERY COUNTRY, THE LOCAL REGULATIONS PROVIDE THE RULES WHICH THE STATE AGENCIES SHALL COMPLY UNDER
arminfo
August 10, 2011
Mr. Boghossian. There is a great deal of controversy in the media
reports regarding the issues between the US Global Gold Mining and
Canadian Caldera Resources, Inc. Global Gold announced termination
of the JV Agreement with Caldera, however, it seems the JV company is
still operating, with Caldera being active issuing press releases. Can
you tell us more about the situation, and what is the current status
of that project?
There is no controversy there, and the issues are clear. In March 24,
2010, Global Gold entered into JV Agreement with Caldera. Under the
JV Agreement, Caldera had obligations to implement the mining plan
for Marjan deposit in Armenia, in addition, Caldera had obligations
towards Global Gold. In August 2010 Caldera advised that it would
not be performing the mining license requirements and also failed
to perform its obligations towards Global. In late August, 2010,
Global learned that Caldera had circumvented the JV Agreement to
unilaterally and illegally register the 100% Global owned shares
of Armenian Marjan Mining Company, LLC under Marjan Caldera Mining,
LLC name, a company controlled by Caldera. Although such changes could
only have been made with the signature of Global Gold representatives,
Global was not even informed about the registration, and Caldera
representative was somehow able to register changes without Global’s
consent or knowledge, within two hours. Then, without even advising
Global that it had made those changes to take control, Caldera tried
to have Global sign a backdated resolution that would have authorized
Caldera’s illegal acts. Global sent a detailed notice to Caldera in
September, 2010 and Global attempts to work out a solution failed.
Global was left with no option than to file an action in the
appropriate Armenian court to rescind the illegal registration,
in September, 2010, and terminate the Joint Venture with Caldera in
October 7th, 2010. Global reported the termination and illegal acts
by Caldera to public and to security regulators in the United States.
Despite the clear breaches of the JV and other illegal acts and
attacks against Global by Caldera representatives, Caldera continued
to unilaterally operating the joint venture company, by effectively
ignoring the “joint” and by leaving the “venture” to their own benefit,
and continued to illegally control Marjan deposit.
Afterwards, Caldera tried hard to either stop or delay the court
hearings at the Court on the matter of terminating illegal registration
of 100% Global owned shares transferred to Caldera, using the fact
of the request for Arbitration they filed in New York, the fact
of a criminal case instigated on the illegal actions of Caldera
representatives, and through other, unreasonable and unlawful means.
Caldera representatives also recruited people and resources to damage
Global Gold in Armenia, organizing anti – Global campaign in front
of the Government building, in the media and the Internet. They
also issued a number of personal attacks that have nothing to do
with reality.
Although after long delay deliberately caused by Caldera
representatives, the Court ruled in July 29, 2011 that the 100%
shares illegally registered by Caldera representatives under their
name belongs to Global Gold, something that Caldera denied all the
time, and which means that operation and control of that company by
Caldera was illegal since August 2010. It is more than clear that
Caldera acted, and kept acting illegally to the extent of getting
its representatives involved in criminal acts and to the extent of
the Court’s confirmation that their registration and operation of
Armenian company was and until now is against the law.
But Caldera states the opposite. Caldera press release said the
decision of the Court in Armenia is not effective and that there
will be no change in ownership or control because of that decision,
the decision contained no allegations of any wrong-doing by Caldera,
the decision confirmed that the ownership of the shares of Marjan
Mining Company, LLC is a matter of New York Law and that the matter
is the subject of Arbitration proceedings in New York.
We are not only surprised by these statements, but also kind of
puzzled, as we can see from Caldera’s statements that they are
angry not with us, Global Gold, but with Armenian law. Just for
a courtesy, we note that Caldera made these statements in a rush,
and, as acknowledged in the statements, without even reading the
Court decision. To be specific, the Court decision not only contains
specific allegations of wrongdoings by Caldera representatives, but
the decision also specified who those representatives are. Caldera
representatives alleged of wrongdoings, that is, those violating
Armenian law, in the decision, are Mr.Bill Mavridis and his Armenian
representative Mr. Azat Vartanian (Mr. Vartanian is better known to
Russian media outlets for similar wrongdoings he committed in Russia).
Mr. Vartanian’s name is specifically mentioned in the verdict for
violating a number of Armenian law provisions in person, all during
the illegal registrations he made. Mr. Mavridis is identified as an
issuer of an illegal power of attorney in his capacity as the CEO of
Marjan Caldera Mining, LLC, a PoA that was issued for and used during
the registration in a clear violation of Armenian law. Thus, through
an illegal power of attorney, Mr. Mavridis authorized Mr. Vartanyan
to apply to the State Registry and change the ownership of Global
Gold owned shares to Caldera controlled company. As a result,
the Court found that Mr. Mavridis had no authority to issue such a
power of attorney, and Mr. Vartanyan had no authority to apply to
the Registry to change the ownership of the shares using that PoA
(page 20, paragraph 8 & 9 of the verdict). Only a person who did
not read the Court decision would say that the decision contains no
allegation of any wrongdoing by any Caldera representative. It’s just
that their pictures are not printed in the text of the Court decision.
Furthermore, and contrary to what Caldera stated, the Court decision
did not confirm at all, that the ownership of the shares is a matter
of New York Law and that the matter is the subject of Arbitration
proceedings in New York. In fact, the decision says exactly the
opposite. Of course, it would be more than surprising to know, that
the New York Law actually provides rules under which the Registry
in Armenia shall comply, something that Caldera says is so. Like
in every county, the local regulations provide the rules which the
state agencies shall comply under, and Armenia, luckily, is not an
exception. Under Armenian law, the Registry in Armenia shall comply
under the provisions of Armenian law, so Armenian law students, and
the Registry officials do not have to study New York law in order to
work at the Registry. In case it is not so, then I believe Caldera
or its legal counsel should be able to simply cite New York law that
provides rules for share ownership registration and transfer in the
Registry in Armenia. In fact, Caldera legal counsel did not cite any
such provisions of the New York Law during the Court hearings, and it
remains mystery why would the Court confirm anything like that. The
reality is that during the registration that is now ruled as illegal by
the Court, Caldera representative Mr. Vartanian used the JV Agreement
between Caldera and Global Gold signed as the main instrument for the
transfer of Global owned shares. The JV Agreement was signed under
the New York law, to establish a JV company in the US. Armenian law,
however, clearly requires a mandatory “Share Transfer Agreement”
signed between the parties to effectuate any title change of shares
at the Registry. Since Mr. Vartanian did this registration secretly
from Global Gold, he used what he had handy.
Although using the JV Agreement instead of a Share Transfer Agreement
was against Armenian law, Mr. Vartanian was somehow able to persuade
the Registry official to ignore this clear requirement of Armenian
law. We have to admit, however, that Mr. Vartanian apparently tried
hard to confuse the Registry officials and to mislead law enforcement
bodies in any future investigation of Caldera’s illegal dealings. To do
this, Caldera representatives deliberately changed the title of the JV
Agreement through Armenian translation, mistranslating “Joint Venture
Agreement” into “Joint Activity Agreement” (along other translation
“goofs”), and through other illegal tricks were somehow able to
get the Registry official to accept the mistranslated JV Agreement
to replace a Share Transfer Agreement required under the law for
registration. As a result, the Court found that one of the reasons
the registration was illegal was because of using the JV Agreement
under New York law instead a Share Transfer Agreement under Armenian
law. Of course no one believes that any Armenian court could say that
“the ownership of shares is a matter of New York law”, and apparently
Caldera doesn’t believe it either, otherwise, one would think they
would then be satisfied by the Court decision and they did not have
to appeal. In fact, it is strange to appeal a decision that “is not
effective”, as Caldera stated in its press release. Isn’t it even
more strange to appeal a decision when “there will be no change in
ownership or control because of that decision” as Caldera stated? Does
Caldera want to appeal the non – effective and unenforceable decision
to make it effective and enforceable? Caldera clearly stated that it
will appeal the decision, which means Caldera itself doesn’t believe
in its own statements. It is also unclear, since the Court decision
was not going to be effective, why would then Caldera representatives
motion to postpone the Court hearings 17 times, including four motions
for the judge recusal (one granted), and six motions to postpone the
Court’s last hearing, just to delay the decision that was ineffective
at the begin with? Interestingly, when one judge recusal herself,
she stated, however, there was no reason for her to do so.
We believe, that the situation here is that Caldera knows very well
about its own statements being false and misleading. Note that Caldera
attributed all its bizarre statements regarding the Court decision
to its Armenian legal counsel, who still remains undisclosed. Of
course, in case of any question, the answer is “don’t bother us,
go speak to our legal counsel.” When I was attending court hearings,
Caldera legal counsel was there for only one reason – to delay the
Court decision. Indeed, safe way to escape responsibility blaming your
legal counsel, and perhaps that’s why Caldera representatives escape
from the country in order to avoid giving testimonies to Armenian
law enforcement bodies under ongoing criminal investigation.
Mr. Poghosyan. Caldera, however, accused Global Gold for masterminding
a scheme to take back the project. Also, in their latest press
release, Caldera accused Armenian Court in corruption. Do you offer
any clarification in this regard?
Yes, I do, actually. These statements speak for characteristics of
people who made them. It is Caldera’s illegal and criminal actions
that cause problems. Caldera knew perfectly well at every step they
made that their activities were illegal, including criminal. However,
Caldera apparently thought they could get away with that. We are only
starting to witness what Caldera’s illegal actions result into.
Instead of complying under the JV Agreement provisions and honoring
license obligations, they chose to violate them, when receiving
due notices to cure, they chose to ignore, then attack, blackmail,
recruit against, and harm their counterpart, including by crossing any
and all moral and reasonable boundaries. In August 11, 2010 Caldera
secretly registered Global owned shares under its name, and after
Global’s due notices to cure, Caldera announced that it discovered a
“scheme” in October, 2010. Now they say the Court was corrupt. By
the way, Caldera not only claimed corruption by Court in its press
release, but also filed the same statement with the Arbitration in New
York. This much about what they usually do. While we all know Armenia
has a corruption problem, we also know honest Armenian citizens are
fighting it every day to eliminate. Caldera registered Global owned
shares under its name without a proper agreement, authorization,
power of attorney, through documents that were either inappropriate
or false. That registration took less than two hours to complete, and
Caldera received a share ownership certificate in less than two hours
it made its application for registration. Caldera knew it was illegal,
but went for it. Then Caldera started impeding Court proceedings,
including illegally and through false statements, and continued its
actions against the law for several months. Court hearings were public,
attended by news reporters, Embassy officials, and others.
Everyone saw what Caldera was doing in court, and no one ever
thought of corruption by Court, but saw Calderas behavior. Finally,
the Court implemented the law and ruled against Caldera’s illegal
actions, preventing Caldera from getting away with it. Under these
circumstances, to say that the Court is corrupt is not only false but
also malicious, while saying so in writing, publicly and claiming it
to international judicial bodies characterize someone getting angry not
with corruption, but because the law was enforced against corruption.