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| MYNG.OB > SEC Filings for MYNG.OB > Form 8-K on 9-Jul-2009 | All Recent SEC Filings |
9-Jul-2009
Other Events, Financial Statements and Exhibits
On July 9, 2009, we filed an Answer, Counterclaim and Third-Party Complaints (See, the attached pleading referred to below in Section 9, Item 9.01(d)) in the matter of Queenstake Resources USA, Inc.(Plaintiff) v. Golden Eagle International, Inc (Defendant).; Golden Eagle International, Inc. (Counterclaimant) v. Queenstake Resources USA, Inc. (Counter Defendant); Golden Eagle International, Inc. (Third Party Plaintiff) v. Francois Marland, John Does 1-10, Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party Defendants), CV-C-09-544, in the Fourth Judicial District Court for Nevada, In and For the County of Elko. Queenstake Resources USA, Inc. will be referred to herein as "Queenstake USA." Queenstake Resources Ltd. will be referred to herein as "Queenstake Canada." Yukon-Nevada Gold Corp. will be referred to herein as "Yukon-Nevada." Francois Marland will be referred to herein as "Marland."
Our Answer specifically denies those allegations made in the Complaint filed (but never served) by Queenstake USA on June 10, 2009 (See, our Current Report filed on Form 8-K on June 12, 2009, Item 8.01). In the Complaint, Queenstake alleges that we breached an agreement between the parties with respect to the operation of the Jerritt Canyon mill; breached an implied covenant of good faith and fair dealing; and committed negligence in the operation of the mill. Further, in the Complaint Queenstake has sought a declaratory judgment that the Company is obligated to leave the mill site and cease operating the mill.
We believed then, and continue to believe, that Queenstake USA's allegations are without merit.
Our Counterclaim against Queenstake USA alleges that by a pattern of fraud, misrepresentation, material omissions and deceptive business practices Queenstake USA induced Golden Eagle to enter into a mill operating agreement on October 14, 2008, which called for Golden Eagle to operate the Jerritt Canyon gold mill located 50 miles north of Elko, Nevada, for a 5-year period and provide extensive services to prepare the mill for operations and bring it into environmental compliance. The Counterclaim further alleges that Queenstake USA continued between October 2008 and June 2009, through fraudulent and deceptive means, to induce Golden Eagle to continue to provide its administrative services and contract with up to 82 employees, providers, suppliers and third-party contractors, which resulted in a liability for costs incurred by Golden Eagle, and administrative fees owed to Golden Eagle, in excess of $2.23 million. Other allegations include the fact that Yukon-Nevada and Marland concluded that Golden Eagle's contract was "too lucrative" and then tortiously interfered with the mill operating agreement between Golden Eagle and Queenstake USA by compelling Queenstake USA to breach its agreement and covenant of good faith and fair dealing with Golden Eagle on June 10, 2009. This breach, based on the Counterclaim and Third Party Complaints, caused Golden Eagle to lose the "benefit of the bargain," or lost profit from the agreement, in excess of $40 million based on Queenstake USA's own calculations and representations to Golden Eagle and the Nevada Division of Environmental Protection (NDEP).
We also allege in our Counterclaim that the mill operating agreement between the parties had all of the characteristics of a lease, putting Golden Eagle in possession of the mill property and its full use; ensuring Golden Eagle's quiet enjoyment of the premises; requiring Golden Eagle to maintain and repair the property; granting Golden Eagle access to the "common areas" on the mill complex, etc. As a result of these lease characteristics, we have sought statutory relief under the Nevada Forcible Entry and Detainer statutes and seek an order of the court based on those statutes putting Golden Eagle back in immediate possession of the mill property.
We further allege in our Counterclaim and Third-Party Complaints that Queenstake USA, Yukon-Nevada and Marland have caused us irreparable harm. As a result, we ask the court for a Declaratory Judgment and a Writ of Mandamus that order that Golden Eagle be allowed full possession of the mill property so that it may complete its contract term of 5 years.
We claim in our Counterclaim and Third-Party Complaints that Queenstake USA, Yukon-Nevada and Marland have committed acts of oppression, fraud or malice, express or implied, and that Golden Eagle is entitled under Nevada law to recover punitive damages, which are calculated as three times the amount of compensatory damages.
Finally, we allege in our Counterclaim and Third-Party Complaints that Queenstake Canada unconditionally guaranteed the agreement between Golden Eagle and Queenstake USA, and furthermore, unconditionally guaranteed the covenant of good faith and fair dealing between the parties. As a result, Queenstake Canada was also named as a Third-Party Defendant sharing joint liability with its wholly owned subsidiary, Queenstake USA.
On June 9, 2009 we also distributed a press release regarding the above disclosure, which is attached to this Current Report in Section 9, Item 9.01(d) below.
(d) Exhibits
99.1 Golden Eagle's Answer, Counterclaim and Third-Party Complaints.
99.2 Press Release.
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