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PATERSON, N.J., Sept. 3, 2009 (GLOBE NEWSWIRE) -- Quest Minerals & Mining Corp. (Pink Sheets:QMIN) (Frankfurt:QMN9), a Kentucky based operator of energy and mineral related properties, today announced the appointment of James Duncan to its Board of Directors.
Since 2003, Mr. Duncan has been VAT Manager at Sempra Energy Europe, a leading multi-commodity trading company in Europe that transacts extensively in power (including emissions), gas, coal, and oil markets. He has also been a VAT Manager at a number of energy firms, including Williams Energy Marketing & Trading Europe Limited, Enron Europe, Ltd., and Louis Dreyfus Energy, Ltd.
From 2001 to 2004, Mr. Duncan worked with PricewaterhouseCoopers in the United Kingdom to recover VAT credits on behalf of Enron lendors from around the European Union. In that effort, Mr. Duncan recovered significant amounts of VAT for PricewaterhouseCoopers, which was ultimately distributed to Enron creditors.
Mr. Duncan has also previously worked at Ernst & Young and Wagstaffs Chartered Accountants. Mr. Duncan received his Bachelor of Arts in Accountancy from Stirling University in 1988.
Eugene Chiaramonte, Jr., President of Quest, commented, "We are extremely pleased to welcome James to the Quest Board of Directors. He brings a wealth of experience in both finance and accounting with him, which are areas upon which we can improve. He also has extensive knowledge and experience in the energy markets, and he will be an immediate, valuable, and contributing member of our Board."
It is anticipated that, upon establishment of an Audit Committee, Mr. Duncan will be appointed Chairman of the Audit Committee.
About Quest Minerals & Mining
Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questmining.net.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
CONTACT: Quest Minerals & Mining Corp.
Eugene Chiaramonte, Jr.
973-684-0035
-----------
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
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weiss einer darüber mehr?
gruss yohm.
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Eugene Chiaramonte, Jr., President of Quest, commented, "I am pleased with the production reports of the last four days of mining at our Gwenco mining property. Even though we still have a few obstacles to overcome, we are now producing 800 to 1,000 raw tons per shift, and in the next couple of weeks we expect to reach our goal of 1,300 to 1,500 raw tons per shift as the height of the coal seam increases according to our core hole report indications. We also expect to have our third shuttle car underground this week, which will also increase production efficiency."
About Quest Minerals & Mining
Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questmining.net.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
gruss yohm
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Gwenco on Track to Emerge From Chapter 11 in the Fourth Quarter of 2009
PATERSON, N.J., Sep 16, 2009 (GlobeNewswire via COMTEX) -- Quest Minerals & Mining Corp. (Pink Sheets:QMIN) (Frankfurt:QMN9), a Kentucky based operator of energy and mineral related properties, today announced that the U.S. Bankruptcy Court for the Eastern District of Kentucky confirmed the Plan of Reorganization for Quest's subsidiary, Gwenco, Inc., setting the stage for Gwenco's emergence from Chapter 11 in the fourth quarter of 2009.
At yesterday's hearing, the U.S. Bankruptcy Court Judge Joseph M. Scott, Jr. ruled that all the necessary requirements have been met for Gwenco to implement its Third Amended Plan of Reorganization. Secured and non-priority unsecured classes of creditors voted to approve the plan, with over 80% of the unsecured claims in dollar amount voting for the plan, and over 90% of responding lessors supporting it.
"This is a great day for Quest and Gwenco. In reaching our confirmation, we have accomplished a major goal of restructuring our company and creating a stronger Quest," said Eugene Chiaramonte, Jr., President of Quest. "As we emerge, the recapitalization of Gwenco will be complete. We have restructured the legacy debt, improved our liquidity, and stabilized the operations. Our emergence also coincides with several other positive steps we have recently undertaken, which include the expansion of our board of directors, our increase in customer orders, our installation of newer and more reliable coal-producing equipment, and the retention of additional experienced operational personnel. As a result of these efforts, we are now consistently producing increased amounts of coal in a more efficient manner, and we anticipate that our efficiency and production will continue to improve as we reach increased coal seams. I want to thank our customers, vendors, creditors, and stockholders for supporting the company through this challenging period."
The Plan of Reorganization will be filed as an exhibit to a current report on Form 8-K, which will be available via the SEC's EDGAR system at www.sec.gov. The Plan of Reorganization will also be available via the court's website at www.kyeb.uscourts.gov. Please note that a PACER password is required to access the documents via the court's website. Gwenco's bankruptcy case number is 07-10081.
About Quest Minerals & Mining
Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questmining.net.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
This news release was distributed by GlobeNewswire, www.globenewswire.com
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SOURCE:
SCHEDULE 14C INFORMATION STATEMENT
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Information Statement
o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(21)
x Definitive Information Statement
Quest Minerals & Mining Corp. |
(Name of Registrant as Specified In Its Charter) |
Payment of Filing Fee (Check the appropriate box):
x No fee required
o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing is calculated and state how it was determined.): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total Fee Paid: |
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _______________________________________ |
2) Form, Schedule or Registration Statement No.: _______________________________________ |
3) Filing Party: _______________________________________ |
4) Dated Filed _______________________________________ |
- 1 -
QUEST MINERALS & MINING CORP.
18B East 5th Street
Paterson, New Jersey 07524
____________________
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
____________________
September 21, 2009
Stockholders holding a majority of the voting power of Quest Minerals & Mining Corp., or Quest, have taken action by written consent to amend Quest’s articles of incorporation to reduce the par value of our common stock from $0.001 per share to $0.0001 per share.
Stockholders of record at the close of business on August 27, 2009 will be entitled to notice of this proposed stockholder action by written consent. Since the actions will have been approved by the holders of the required majority of voting power of our voting stock, no proxies were or are being solicited. We anticipate that the decrease in our par value will become effective on or after October 16, 2009.
By Order of the Board of Directors, /s/ Eugene Chiaramonte, Jr. EUGENE CHIARAMONTE, JR. President |
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
- 2 -
QUEST MINERALS & MINING CORP.
INFORMATION STATEMENT
TABLE OF CONTENTS
Page | ||
Information Concerning the Action by Written Consent | 4 | |
The Proposals | 6 | |
Proposal 1 – Amendment to the Articles of Incorporation to Reduce the Par | ||
Value on our Common Stock from $0.001 to $0.0001 | 6 | |
Security Ownership of Certain Beneficial Owners and Management | 8 | |
Exhibit A – Amendment to Articles of Incorporation | A-1 |
- 3 -
QUEST MINERALS & MINING CORP.
____________________
INFORMATION STATEMENT
____________________
INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT
Date and Purpose of Written Consent
On August 27, 2009, stockholders holding a majority of the voting power of Quest Minerals & Mining Corp, or Quest, have taken action by written consent to amend Quest’s articles of incorporation to reduce the par value of our common stock from $0.001 per share to $0.0001 per share (the “Charter Amendment”).
Shareholders Entitled to Vote
Approval of the matters described herein requires the written consent of the holders of outstanding stock of each voting group entitled to vote on such matters. As of July 28, 2009, there were 1,156,945,271 shares of our common stock outstanding, 15,526 shares of our series A preferred stock outstanding; 48,284 shares of our series B preferred stock outstanding and 260,000 shares of our series C preferred stock outstanding. Holders of our common stock are entitled to one vote per share. Holders of our series A and series B preferred stock are entitled to the number of votes equal to the number of whole shares of common stock into which the shares or series A and series B preferred stock held by such holder are convertible. The voting rights of the series C preferred stock are set forth below.
For the actions described herein, the series A, series B and series C preferred stock vote together with the holders of common stock as a single class. Each share of series A preferred stock is convertible into that number of shares of common stock determined by multiplying each share of series A preferred stock by a fraction, the numerator of which is $3.00 and the denominator of which is equal to the greater or $0.001 or 40% of the closing price per share of our common stock on the day preceding conversion. As such, as of July 28, 2009, the 15,526 shares of class A preferred stock are entitled to 46,578,000 votes.
Each share of series B preferred stock is convertible into 0.2588827 shares of common stock and as such the 48,284 shares of series B preferred stock are entitled to 12,500 votes.
Pursuant to the articles of amendment to articles of incorporation establishing the series C preferred stock, on all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the series C preferred stock shall be entitled to the number of votes on such matters equal to the product of (a) the number of shares of the series C preferred stock held by such holder, (b) the number of issued and outstanding shares of our common stock on a fully diluted basis, as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.000008.
Each share of series C preferred stock is convertible into that number of shares of common stock determined by dividing each share of series C preferred stock by 100% of the 5 day average closing price of our common stock for the day immediately preceding conversion. As of July 28, 2009, our series C preferred stock was convertible into 56,521,739 shares. In addition, we have $5,207,595 on outstanding convertible notes (including accrued interest), convertible into our common stock based on a discount to our market price. As of July 28, 2009, these notes were convertible into 5,195,202,910 shares of our common stock. Thus, the series C is entitled to 13,309,376,416 votes.
- 4 -
Accordingly, there are 14,512,912,227 votes outstanding voting together as a single class. Shareholders of record at the close of business on August 27, 2009, will be entitled to receive this notice and information statement.
Proxies
No proxies are being solicited.
Consents Required
The Charter Amendment requires the consent of the holders of a majority of the shares of common stock, series A, series B and series C preferred stock voting together as a single class.
On August 27, 2009, Eugene Chiaramonte, Jr., the holder of all of our series C preferred stock, who holds voting power consisting of 13,309,376,456 votes (91.70%) delivered a written consent to us adopting the proposal set forth herein. For a detailed breakdown of Mr. Chiaramonte’s holdings please see “COMMON STOCK OUTSTANDING AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”
Information Statement Costs
The cost of delivering this information statement, including the preparation, assembly and mailing, of the information statement, as well as the cost of forwarding this material to the beneficial owners of our capital stock, will be borne by us. We may reimburse brokerage firms and others for expenses in forwarding information statement materials to the beneficial owners of our capital stock.
No Dissenter’s Rights
Stockholders have no appraisal or dissenter’s rights with respect to any of the actions described in this information statement.
Householding of Information Statement
Some banks, brokers and other nominee record holders may be participating in the practice of “householding” information statements. This means that only one copy of our information statement may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of either document to any stockholder upon written or oral request to Quest, 18B East 5th Street, Paterson, NJ 07524, (973) 684-0075. Any stockholder who wants to receive separate copies of our information statement in the future, or any stockholder who is receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the above address.
- 5 -
THE PROPOSALS
PROPOSAL 1
AMENDMENT TO OUR ARTICLES OF
INCORPORATION TO REDUCE OUR PAR VALUE
FROM $0.001 PER SHARE TO $0.0001
Introduction
On July 29, 2009, our board of directors unanimously adopted a resolution declaring it advisable to amend our certificate of incorporation to reduce the par value of our common stock from $0.001 per share to $0.0001 per share (the “Charter Amendment”). Our board of directors further directed that this Charter Amendment be submitted for consideration by our stockholders. On August 27, 2009, the holders of our voting stock approved the Charter Amendment.
Effective Time of the Charter Amendment Reducing the Par Value of our Common Stock
We intend to file, as soon as practicable on or after the twentieth (20th) day after this information statement is sent to our stockholders, the Charter Amendment effectuating the reduction of the par value of our common stock with the Utah Secretary of State. This Charter Amendment will become effective at the close of business on the date the Charter Amendment is accepted for filing for the Utah Secretary of State. It is presently contemplated that such filing will be made on or after October 16, 2009.
A copy of the Charter Amendment is attached to this information statement as Appendix A.
Reasons for Reducing the Par Value of our Common Stock
We have a substantial amount of convertible securities (currently $5,207,595) and many of these securities have conversion prices based on market price or a discount thereof. On July 29, 2009, our stock price was trading at $0.0004. To the extent that our common stock trades below par value, it impedes our ability to effectuate conversions as we cannot honor conversions at an amount below our par value. Accordingly, our note holders are reluctant to convert their notes when our stock price is trading below par value. Furthermore, under some of these notes, we have affirmatively agreed to reduce our par value to $0.0001 per share and failure to do so would result in a default under these notes. Any default under the notes would give such holders the right to declare their notes immediately due and payable. We do not currently have sufficient funds to repay the notes in full.
In addition, on January 28, 2007, our wholly-owned subsidiary, Gwenco, Inc. commenced a bankruptcy case under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern Division of Kentucky, Ashland Division. We are currently overseeing Gwenco’s operations as a debtor in possession, subject to court approval of matters outside the ordinary course of business. On January 2009, the holders of Gwenco’s existing debt obligations agreed on terms of an exit financing facility to be provided subsequent to confirmation of Gwenco’s plan of reorganization. The terms of this facility require us to reduce the par value of our common stock to $0.0001 per share. Failure to comply with this condition could cause the exit facility financier to declare a default and request the bankruptcy court to convert Gwenco's petition to Chapter 7 and liquidate all of Gwenco's assets. In addition, we might be forced to file for protection under Chapter 11 as we are the primary guarantor on a number of Gwenco's contracts.
Accordingly, we believe it is important to have a reduced par value to satisfy our obligations to our note holders and to facilitate the approval of Gwenco’s petition for bankruptcy under Chapter 11.
- 6 -
Within the limits imposed by applicable law, described below, shares of common stock could be issued in one or more transactions. Depending upon the nature and terms thereof, such a transaction or transactions could make a takeover of Quest more difficult and, therefore, less likely. An issuance of additional shares of common stock could have the effect of diluting the earnings per share and book value per share of existing shares of common stock and diluting the stock ownership of persons seeking to obtain control of Quest. The board of directors has no present plans, understandings, or agreements to issue the additional shares to be authorized.
Our charter currently provides that preferred stock may be issued in one or more series. Our board of directors is authorized to fix the number of shares of any series of preferred stock, to determine the designation of any such series and to determine the rights, preferences, privileges, qualifications and limitations of such preferred stock. Depending upon the nature and terms of any such designated and issued preferred stock, such issuance could make a takeover of our company more difficult and therefore, less likely. An issuance of any shares of preferred stock could have the effect of diluting the earnings per share and book value per share of existing shares of common stock. The board of directors has no present plans, understandings, or agreements to issue any preferred stock. Other than our preferred stock as discussed above, there are no provisions of our articles, bylaws, employment agreements or credit agreements that have material antitakeover consequence.
The board of directors does not currently intend to propose any amendments to Quest’s articles of incorporation which might be deemed to have the effect of discouraging takeover attempts, although such amendments or other programs may be considered by the board in the future if it believes the interests of the stockholders would be protected thereby. Management might be able to use the additional shares to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of the independent shareholders. However, it should be noted that management and its family members currently control 92% of the outstanding votes and consider a hostile takeover attempt very unlikely.
- 7 -
COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock as of July 28, 2009 by the following persons:
· | each person who is known to be the beneficial owner of more than five percent (5%) of our issued and outstanding shares of common stock; |
· | each of our directors and executive officers; and |
· | all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from July 28, 2009, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from July 28, 2009.
Name And Address (1) | Number Of Common Shares Beneficially Owned | Percentage Owned (2) | Percentage of Total Voting Power (3) |
Eugene Chiaramonte, Jr. | 61,521,739 (4) | 5.05% | 91.70% |
All directors and officers as a group (1 person) | 61,521,739 (4) | 5.05% | 91.70% |
(1) | Unless otherwise noted, the address is 18B East 5th Street, Paterson, NJ 07524. |
(2) | Based on 15,526 common shares, 46,578,000 shares of series A preferred stock, 48,234 shares of series B preferred stock and 260,000 shares of series C preferred stock issued and outstanding. |
(3) | Holders of our common stock are entitled to one vote per share, for a total of 734,132,397 votes. Holders of our Series A preferred stock are not entitled to vote. Holders of our series A and B preferred stock are entitled to the number of votes equal to the number of whole shares of common stock into which the shares of class A and series B preferred stock held by such holder are convertible for a total of 46,758,000 and 12,500 votes respectively. Holders of our Series C preferred stock are entitled to the number of votes on such matters equal to the product of (a) the number of shares of the series C preferred stock held by such holder, (b) the number of issued and outstanding shares of the Company’s common stock, on a fully-diluted basis, as of the record date for the vote, or, if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, and (c) 0.000008, for a total of 13,309,376,456 votes. |
(4) | Includes (A) options to purchase 5,000,000 shares of our common stock and (B) shares issuable upon conversion of 260,000 shares of series C preferred Stock. Each share of series C preferred stock is convertible into that number of shares of common stock determined by dividing each share of series C preferred stock by 100% of the 5 day average closing price of our common stock for the day immediately preceding conversion. |
_________________________
- 8 -
By Order of the Board of Directors /s/ Eugene Chiaramonte, Jr. Eugene Chiaramonte, Jr. President |
September 21, 2009
Paterson, NJ
- 9 -
APPENDIX A
State of Utah
DEPARTMENT OF COMMERCE
Divisions of Corporations & Commercial Code
Articles of Amendment to Articles of Incorporation (Profit)
File Number: ________________
Non-refundable Processing Fee: $37.00
Pursuant to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follow:
1. The name of the corporation is: Quest Minerals & Mining Corp.
2. The date of the following amendment was adopted: July 29, 2009.
3. If changing the corporation name, the new name of the corporation is:
4. The text of each amendment adopted (include attachment if additional space needed):
Article IV—Authorized Shares shall be amended by deleting the first sentence thereof and inserting the sentence below in lieu thereof:
“The total number of shares which the Company shall have authority to issue is 2,525,000,000, consisting of 2,500,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and 25,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).” |
5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
6. Indicate the manner in which the amendment(s) was adopted (mark only one):
_____No shares have been issued or directors elected – Adopted by Incorporator(s)
_____No shares have been issued but directors have been elected – Adopted by the board of directors
_____Shares have been issued but shareholder action was not required – Adopted by the board of directors
____The number of votes cast for the amendments(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group – Adopted by the shareholders
7. Delayed effective date (if not to be effective upon filing) _______________________ (not to exceed 90 days)
Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.
By: ________________________________________________ Title:
__________________________________
Dated this ________ day of __________________________________________, 20_______
A-1
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Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Optionen
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PATERSON, N.J., Sept. 24, 2009 (GLOBE NEWSWIRE) -- Quest Minerals & Mining Corp. (Pink Sheets:QMIN) (Frankfurt:QMN9), a Kentucky based operator of energy and mineral related properties, today announced that the company will submit an application to permit approximately 2 acres of their excess coal mining property for refuse storage.
"By having this extra space for rock disposal, the company can have the freedom to ship cleaner coal without hauling the excess refuse. This saves on shipping costs and boosts the recovery percentage. Hence, producing more efficient profits with less cost," said Eugene Chiaramonte, Jr., President of Quest.
About Quest Minerals & Mining
Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questmining.net.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
CONTACT: Quest Minerals & Mining Corp.
Eugene Chiaramonte, Jr.
973-684-0035
-----------
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Optionen
3
Quest Minerals & Mining Announces Finalized Order of Confirmation On Subsidiary Gwenco's Plan of Reorganization
PATERSON, N.J., Oct. 2, 2009 (GLOBE NEWSWIRE) -- Quest Minerals & Mining Corp. (Pink Sheets:QMIN) (Frankfurt:QMN9), a Kentucky based operator of energy and mineral related properties, today announced that on September 30, 2009, the U.S. Bankruptcy Court Judge Joseph M. Scott, Jr., representing the Eastern District of Kentucky, entered the formal order of confirmation and, therefore, finalized the Plan of Reorganization for Quest's subsidiary, Gwenco, Inc., setting the stage for Gwenco's emergence from Chapter 11.
The Plan of Reorganization was filed as an exhibit to a current report on Form 8-K, which is available via the SEC's EDGAR system at www.sec.gov. Gwenco's bankruptcy case number is 07-10081.
Eugene Chiaramonte, Jr., President of Quest noted, "I would like to, once again, thank our customers, vendors, creditors, and stockholders for supporting the company through this challenging period."
About Quest Minerals & Mining
Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questmining.net.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
CONTACT: Quest Minerals & Mining Corp. Eugene Chiaramonte 973-684-0035
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Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
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8-K 1 v161974_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2009
Quest Minerals & Mining Corp. |
(Exact name of registrant as specified in its charter) |
Utah | 000-32131 | 87-0429950 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
18B East 5th Street, Paterson, NJ | 07524 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (973) 684-0075
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 – Corporate Governance and Management
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On September 3, 2009, James Duncan was appointed to the board of directors of Quest Minerals & Mining Corp. Mr. Duncan’s was appointed to fill a vacancy that existed on Quest’s board of directors. It is anticipated that upon establishment of an audit committee, Mr. Duncan will serve as chairman of such audit committee. We have agreed to pay Mr. Duncan a director’s fee of $3,000 per month.
Section 8 – Other Events
Item 8.01 | Other Events. |
On September 15, 2009, the U.S. Bankruptcy Court for the Eastern District of Kentucky confirmed the Plan of Reorganization (the “Plan”) for Quest Minerals & Mining Corp.’s wholly-owned, indirect subsidiary, Gwenco, Inc. (All defined terms shall have the meaning set forth in the Plan.) The Court entered the Order confirming the Plan on September 30, 2009. Secured and non-priority unsecured classes of creditors voted to approve the plan, with over 80% of the unsecured claims in dollar amount voting for the plan, and over 90% of responding lessors supporting it. The Plan will become effective when the Confirmation Order becomes a Final Order.
There are 5 classes of Claims under the Plan: (i) Class 1—The Interstellar Duke claim, in the aggregate amount of approximately $998,470 (with interest accruing thereon); (ii) Class 2—Priority Claims, consisting of an IRS claim in the amount of $20,000; (iii) Class 3—General Unsecured Claims, in the aggregate amount of approximately $1,394,876; (iv) Class 4-Subordinated Claims, consisting of claims of affiliates of the debtor totaling $2,750,000 and (v) Class 5—Equity Holder Interest.
The Class 1 Claim will be satisfied by the issuance to Interstellar Holdings, LLC of a 5 year secured convertible promissory note, which note is convertible into stock of Quest Minerals & Mining Corp., at a rate of the lower of (i) $0.01 per share and (ii) 40% of the average of the three lowest per shares market values of Quest during the 10 trading days before a conversion, provided that Interstellar shall be prohibited from converting if such conversion would result in it holding more than 4.99% of the outstanding common stock of Quest Minerals & Mining Corp.
The Class 2 Claims are to be paid in full on the Effective Date of the Plan, unless the Holder of a Class 2 Claim has agreed to different treatment under the Plan.
The Class 3 Claims will be satisfied by cash payments equal to the value of their claim on the earlier of (i) the 60th month after the effective date of the Plan or (ii) the date on which, in Gwenco’s sole discretion, proceeds from the exit facility are sufficient to satisfy the claims. Further, Class 3 Claimholders shall receive their pro-rata share of royalty payments to reduce their claims beginning in the month following the Effective Date. Notwithstanding the foregoing, certain creditors in this Class negotiated settlements as more specifically set forth in the Plan and in certain settlement agreements approved by the Court.
The Class 4 Claims will be paid after holders of all allowed claims in other classes have been paid in full. The Class 5 Claims were deemed unimpaired.
Gwenco, as a reorganized debtor, will operate its coal mining business and will use current and future income from operations to meet current and future expenses and to make payments called for under the Plan. In addition, the Court approved an exit facility under which Interstellar Holdings LLC will provide up to $2 million in financing to Gwenco.
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This description of the above referenced Plan does not purport to be complete and is qualified in its entirety by reference to such agreement attached hereto as an exhibit, which is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(a) | Exhibits. |
10.1 | Third Amended Plan of Reorganization of Gwenco, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
| QUEST MINERALS & MINING CORP. | ||
| (Registrant) | ||
Date: October 2, 2009 | By: | /s/ Eugene Chiaramonte, Jr. |
Eugene Chiaramonte, Jr., President |
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Source: SEC - Change in Directors or Principal Officers, Other Events, Financial S
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Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
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`:´ "Gentleman-Spekulant" `:´
http://www.ariva.de/news/attachments/...le_id=8847&resize=760x500
`:´ "Gentleman-Spekulant" `:´
http://www.ariva.de/news/attachments/...le_id=8847&resize=760x500
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PATERSON, N.J., Oct. 5, 2009 (GLOBE NEWSWIRE) -- Quest Minerals & Mining Corp. (Pink Sheets:QMIN) (Frankfurt:QMN9), a Kentucky-based operator of energy and mineral related properties, today announced that it has once again put an additional set of employees to work on a second maintenance shift at their current mine location.
Eugene Chiaramonte, Jr., President of Quest, noted, "This new technically trained crew will focus on all minor and/or major repair issues between the day shifts. If there are no repairs needed, then this team has the expertise to mine coal as well, which allows for more fluid production with more output results. If all goes well, we anticipate initiating a third shift scenario, entailing two day shifts with the maintenance support at night."
About Quest Minerals & Mining
Quest Minerals & Mining Corp., or Quest, acquires and operates energy and mineral related properties in the southeastern part of the United States. Quest focuses its efforts on properties that produce quality compliance blend coal. For more information on Quest Minerals & Mining Corp., please visit our website at www.questmining.net.
Forward-Looking Statements
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Quest believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, lack of revenue producing operations, lack of working capital, debt obligations, judgments and lien claims against Quest and certain of its assets, difficulties in refinancing short term debt, difficulties identifying and acquiring complementary businesses, fluctuations in coal, oil & gas, and other energy prices, general economic conditions in markets in which Quest does business, extensive environmental and workplace regulation by federal and state agencies, other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission.
CONTACT: Quest Minerals & Mining Corp.
Eugene Chiaramonte, Jr.
973-684-0035
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Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
Alles wie immer IMHO! Das ist nur "meine" Meinung und dient nicht als Kauf- oder Verkaufsempfehlung. Jeder handelt auf eigenes Risiko. AYOR!
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