Grand Pacarima Rejects Offer and Willing to Negotiate
November 15 2007 - 11:43PM
Marketwired
VERNON, BC without any disclaimer of control under Regulation
12B-22, directors of the subject corporation, The Castora Family
Partnership, Venezuela Investments, Incorporated, S.A., Manuel
Castora, parties related to the bequest of Vincente M. Castora and
Davis Investment Group hereby provide Modern Energy Corp. with
formal notification that all designated parties reject the offer
executed November 6, 2007 as unlawful under certain regulations of
the Securities and Exchange Commission.
Specifically, under Rule 14A-3A, no proxy statement has been
filed with the SEC and distributed to shareholders. Additionally,
under Rule 14A-8, a shareholder proposal must be included with full
disclosure of the transaction. Furthermore, under Rule 14A-12 any
solicitation prior to proxy requires notice of proxy approval.
With respect to the "election" of Mr. Abdoulladjanov as
chairman, there has been no proxy submitted under Rule 14A and no
record of any Board of Directors resolution. An election of
officers and directors must also comply with certain provisions of
Regulations S-K.
Under the terms of the Merger and Acquisitions Agreements
executed January 17, 2006 and February 16, 2006, Grand Pacaraima
Gold Corporation may not issue common shares in excess of
61,080,272 without the approval of the Castora Family Partnership
and Davis Investment Group. Consequently, issuance of 120 million
shares to shareholders of Modern Energy Corp. would violate the
terms of the Merger Agreement. Furthermore, issuance of 11 million
common shares without due cause would also violate certain
provisions of the Securities Acts of 1933 and 1934 along with the
merger agreement. Additional issuance of any non-restricted shares
would also violate Rule #144.
However, major shareholders of Grand Pacaraima Gold Corporation
wish to conduct future negotiations with Modern Energy Corporation
related to a potential merger, acquisition of substantial oil and
gas properties and a subsequent spin-off of oil and gas
properties.
Ronald Davis (RD) Rotstein Financial Advisor 201-373-1155 Grand
Pacaraima Gold Corp.
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