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U.S. Federal Court Rules in Favor of Global Gold Against Caldera
Resources, Confirming International Arbitral Award on Marjan Gold Mine
in Armenia
RYE, N.Y., April 22, 2013 (GLOBE NEWSWIRE) -- Global Gold Corporation
(OTCQB:GBGD) is pleased to announce that in a decision signed April
15, 2013 and released on April 17, 2013 United States Federal Judge
Kenneth M. Karas of the Southern District of New York ruled for Global
Gold on issues concerning the joint venture agreement for the Marjan
mining property in southwestern Armenia by confirming the American
Arbitration Association award issued March 29, 2012 by retired Justice
Herman Cahn which stated that "[t]he property should revert to [Global
Gold] within thirty (30) days from the date [of the arbitration
award--by April 29, 2012]. Obviously, [Global Gold] may cause the
appropriate governmental bodies in Armenia to register the property in
[Global Gold's] name." Global Gold had already done so in 2012
following the binding arbitral decision of Justice Cahn and the
separate decision by Armenian courts culminating in a final decision
effective February 8, 2012 by the Armenian Court of Cassation
affirming prior Armenian trial court and court of appeals decisions
which ruled that Montreal based Caldera Resources, Inc.'s ("Caldera")
registration and assumption of control of the Marjan Mine and Marjan
Mining Company, LLC through unilateral charter changes were illegal
and that ownership rests fully with Global Gold Mining, LLC (a wholly
owned subsidiary of Global Gold Corporation).
"The United States Federal Court decision is at least the fifth major
decision in Global's favor in the face of a remarkable record of
defamatory and fabricated attacks by Caldera Resources and its
principals," said Global Gold's Chairman and CEO, Van Krikorian.
"Essentially Caldera and the Mavridis brothers, Vasilios (Bill) and
John, without any effective intervention from the company board,
carried out a plan of false representations and deception almost from
the start in early 2010, submitted misleading documents to Canadian
stock exchange officials for approval, illegally registered changes to
documents in Armenia at the direction of Bill Mavridis and another
Caldera representative (convicted counterfeiter Azat Vartanian), and
then tried to get away with a plan to take the Marjan property without
respecting the payment or other terms of the joint venture agreement,
all of which caused and continues to cause major damage to Global Gold
and its employees and operations. We are grateful to our outside
counsel, Brian Cousin of the Dentons firm (www.dentons.com) who really
was tenacious in exposing securities law violations aspects of
Caldera's behavior. The arbitration case will now resume and proceed
to the attorneys fees, damages, and other phases as previously
reported. Global Gold has selected a mine contractor to start mining
at Marjan, the government has issued a fresh license valid until 2033,
and we will be reporting on the development of the property as the
year progresses."
As the Federal Court decision summarized in its 21 page opinion:
First, as a condition precedent of the JV Agreement taking effect,
Caldera was required to make several payments. (Mar. 29 Order at 5.)
Among them was that "Caldera shall . . . issue 500,000 shares to
[Global Gold]." (Id. (quoting JV Agreement 4.3)) But the arbitrator
found this "condition precedent was not fulfilled." (Id. at 6.)
Rather, while "Caldera offered evidence that a certificate in the
amount of 500,000 shares of its stock was created in the name of
Global Gold, Caldera admittedly never 'paid' or 'delivered' that
certificate to Global Gold." (Id. at 6.) Second, another condition
precedent to the execution of the JV Agreement was "the approvals of
the TSX Venture Exchange." (Id. at 7.) But the arbitrator found that
"Caldera never submitted a copy of the actual JV Agreement to the
TSX-V until the middle of these arbitration proceedings." (Id.) The
arbitrator also found that Caldera had submitted to the TSXV the
December 19, 2009 letter agreement that "contained materially
different terms from the final JV Agreement." (Id. at 8.) Thus, the
arbitrator found that "the TSX-V never approved the terms of the final
JV Agreement." (Id. at 9.) Third, assuming arguendo that the JV
Agreement went into effect, Caldera was required to obtain the
unanimous consent of the members of the Marjan-Caldera Mining Company
to take certain actions, including borrowing money. (Id. at 14 (citing
LLC Agreement 4.13).) But Caldera took certain covered actions without
the consent of at least one of the members of the Company. (Id. at
15.) Fourth, also assuming arguendo that the JV Agreement went into
effect, Caldera was required to make certain payments required by the
agreement. (Id.) But the arbitrator found that Caldera never made
these payments. (Id.)
The Federal Court addressed and rejected each of Caldera's arguments, noting:
Here, [Caldera] contends that the award should be vacated for a wide
variety of legally cognizable reasons--and even some reasons that may
not be legally cognizable. Respondent contends that the arbitrator
acted in manifest disregard of the law; that the award was "arbitrary
and capricious"; that the arbitrator engaged in "misbehavior"; that
the arbitrator "exceeded his power and authority"; that the arbitrator
conducted unlawful "ex parte communications"; and that the arbitrator
breached various rules of the American Arbitration Association
("AAA"). (Resp. Mem. 6--15.) But before discussing why the Court
rejects these claims, it must be said that these concerns strike
something of a disingenuous note. It was Respondent [Caldera], after
all, who came to this same Court roughly two months before the order
at issue asking the Court to confirm the arbitrator's January 19, 2012
interim order. At that time, [Caldera] expressed no concerns regarding
the propriety of the proceedings or the professional conduct of the
arbitrator. Yet, now that [Caldera] does not like the outcome of the
Partial Final Award, it asks this Court to believe that, for the
entire course of the arbitration proceedings, Justice Cahn was
presiding over what amounts to a kangaroo court. This reversal of
attitude is cause for some healthy skepticism.
In the process, Caldera cited cases that did not state what Caldera
urged and alleged facts and conclusions that were without bases. At
one point the Federal Court noted: "[t]hus, even applying Respondent's
inapt New York case law, [Caldera's] contention that the arbitrator
manifestly disregarded the law fails." At another point, the Federal
Court stated: "[Caldera] contends that the award must be vacated
because Justice Cahn breached the AAA rules that governed the
proceeding. (Resp. Mem. 13--16.) [Caldera] cites no authority for the
proposition that a mere violation of the AAA Rules, by itself,
provides grounds for vacatur. Further, it is not exactly clear to the
Court precisely which AAA rules [Caldera] contends were broken."
The full text of the Federal Court decision as well as the March 29,
2012 arbitral award and Global Gold's recently issued mining license
(stating the amount of government approved reserves) are all available
on the company's website: www.globalgoldcorp.com
The official versions of the Armenian Court decisions are available
through http://www.datalex.am/. English translations of those
decisions are also available on the company's website:
www.globalgoldcorp.com. As disclosed previously, Global Gold assumes
no responsibility for the accuracy of any statements issued by Caldera
related to the Marjan matter, and the official rulings speak for
themselves.
Based on Caldera's false report of TSX-V approval, on June 17, 2010,
Global Gold and Caldera announced they were proceeding with their
March 24, 2010 joint venture agreement to explore and bring the Marjan
property into commercial production. In late August 2010, Global Gold
learned that Caldera had circumvented the agreement by unilaterally
and illegally registering changes to the Armenian project company's
charter to Global Gold's detriment. Such changes could only have been
properly made with the signature of one of three authorized Global
Gold officers. However, Caldera was somehow able to register changes
without Global Gold's consent or knowledge. Without even advising
Global Gold that it had made those changes to take control, Caldera
tried to have Global Gold sign a resolution that would have authorized
Caldera's illegal acts. Global Gold refused. In addition, Caldera
advised that it would not be performing the mining license
requirements, failed to perform, and materially breached the
agreements in other ways.
On October 10, 2010, Caldera wrote to Global Gold that "any claims of
illegal registrations and request for changes must be addressed to
Administrative Court in Armenia." Later, Caldera intervened in the
Armenian case, and repeatedly delayed adjudication for months, using
questionable tactics. After trial, court examination, and a 22 page
opinion, the verdict reinstated Global Gold as the sole shareholder of
Marjan Mining Company. The lower court identified as officers both
Caldera's President Vasilios (Bill) Mavridis and its country
representative Azat Vartanian as responsible for Caldera's actions in
this case. Subsequently, bank records showed three equal cash
withdrawals by Vartanian timed with each of the three challenged
Registry acts. Global Gold has reported to both Armenian and U.S
authorities the facts giving rise to potential Foreign Corrupt
Practices issues.
In a December 12, 2011 decision, the 54 page opinion concluded that
the "Court of Appeals affirmed the ruling for Global Gold, as did the
highest appellate court in Armenia, the Court of Cassation, in
February 2012, concluding "the decision becomes effective as of the
moment of its passing [February 8, 2012], and is not subject to being
appealed."
Recently, Caldera has also publicly claimed that it continues to have
rights to the Marjan property based on the parties' December 2009
agreement which called for the parties to enter into a mutually agreed
joint venture agreement, ignoring that Global Gold fulfilled that
obligation in March 2010 and that the prior agreement to agree was
merged into the March 2010 agreement, called for completion of
payments by Caldera by the end of 2012, and included other terms which
Caldera cannot meet. Caldera's attempt to raise this lost issue in the
arbitral proceedings in December 2012 was not accepted, a fact that
Caldera fails to disclose, along with the findings of the March 29,
2012 arbitral decision, noted by the Federal Court, that the 2009 term
sheet document was an "agreement to agree." Caldera and its officers
and agents have also continued an extraordinary, defamatory campaign
of harassment and filing of false claims over the internet and
elsewhere against the Company and its officials which may be pursued
during the damages phase of the arbitration and/or as a separate
matter. Caldera raised approximately five million dollars in
connection with the Marjan joint venture, but failed to pay Global
Gold the money it was owed, and tax returns filed by Caldera in
Armenia report less than $400,000 spent on the property.
The Marjan mining property is located in Southwestern Armenia, along
the Nakichevan border in the Syunik province. Further information is
available on the Global Gold Corporation website
www.globalgoldcorp.com.
From: Baghdasarian
U.S. Federal Court Rules in Favor of Global Gold Against Caldera
Resources, Confirming International Arbitral Award on Marjan Gold Mine
in Armenia
RYE, N.Y., April 22, 2013 (GLOBE NEWSWIRE) -- Global Gold Corporation
(OTCQB:GBGD) is pleased to announce that in a decision signed April
15, 2013 and released on April 17, 2013 United States Federal Judge
Kenneth M. Karas of the Southern District of New York ruled for Global
Gold on issues concerning the joint venture agreement for the Marjan
mining property in southwestern Armenia by confirming the American
Arbitration Association award issued March 29, 2012 by retired Justice
Herman Cahn which stated that "[t]he property should revert to [Global
Gold] within thirty (30) days from the date [of the arbitration
award--by April 29, 2012]. Obviously, [Global Gold] may cause the
appropriate governmental bodies in Armenia to register the property in
[Global Gold's] name." Global Gold had already done so in 2012
following the binding arbitral decision of Justice Cahn and the
separate decision by Armenian courts culminating in a final decision
effective February 8, 2012 by the Armenian Court of Cassation
affirming prior Armenian trial court and court of appeals decisions
which ruled that Montreal based Caldera Resources, Inc.'s ("Caldera")
registration and assumption of control of the Marjan Mine and Marjan
Mining Company, LLC through unilateral charter changes were illegal
and that ownership rests fully with Global Gold Mining, LLC (a wholly
owned subsidiary of Global Gold Corporation).
"The United States Federal Court decision is at least the fifth major
decision in Global's favor in the face of a remarkable record of
defamatory and fabricated attacks by Caldera Resources and its
principals," said Global Gold's Chairman and CEO, Van Krikorian.
"Essentially Caldera and the Mavridis brothers, Vasilios (Bill) and
John, without any effective intervention from the company board,
carried out a plan of false representations and deception almost from
the start in early 2010, submitted misleading documents to Canadian
stock exchange officials for approval, illegally registered changes to
documents in Armenia at the direction of Bill Mavridis and another
Caldera representative (convicted counterfeiter Azat Vartanian), and
then tried to get away with a plan to take the Marjan property without
respecting the payment or other terms of the joint venture agreement,
all of which caused and continues to cause major damage to Global Gold
and its employees and operations. We are grateful to our outside
counsel, Brian Cousin of the Dentons firm (www.dentons.com) who really
was tenacious in exposing securities law violations aspects of
Caldera's behavior. The arbitration case will now resume and proceed
to the attorneys fees, damages, and other phases as previously
reported. Global Gold has selected a mine contractor to start mining
at Marjan, the government has issued a fresh license valid until 2033,
and we will be reporting on the development of the property as the
year progresses."
As the Federal Court decision summarized in its 21 page opinion:
First, as a condition precedent of the JV Agreement taking effect,
Caldera was required to make several payments. (Mar. 29 Order at 5.)
Among them was that "Caldera shall . . . issue 500,000 shares to
[Global Gold]." (Id. (quoting JV Agreement 4.3)) But the arbitrator
found this "condition precedent was not fulfilled." (Id. at 6.)
Rather, while "Caldera offered evidence that a certificate in the
amount of 500,000 shares of its stock was created in the name of
Global Gold, Caldera admittedly never 'paid' or 'delivered' that
certificate to Global Gold." (Id. at 6.) Second, another condition
precedent to the execution of the JV Agreement was "the approvals of
the TSX Venture Exchange." (Id. at 7.) But the arbitrator found that
"Caldera never submitted a copy of the actual JV Agreement to the
TSX-V until the middle of these arbitration proceedings." (Id.) The
arbitrator also found that Caldera had submitted to the TSXV the
December 19, 2009 letter agreement that "contained materially
different terms from the final JV Agreement." (Id. at 8.) Thus, the
arbitrator found that "the TSX-V never approved the terms of the final
JV Agreement." (Id. at 9.) Third, assuming arguendo that the JV
Agreement went into effect, Caldera was required to obtain the
unanimous consent of the members of the Marjan-Caldera Mining Company
to take certain actions, including borrowing money. (Id. at 14 (citing
LLC Agreement 4.13).) But Caldera took certain covered actions without
the consent of at least one of the members of the Company. (Id. at
15.) Fourth, also assuming arguendo that the JV Agreement went into
effect, Caldera was required to make certain payments required by the
agreement. (Id.) But the arbitrator found that Caldera never made
these payments. (Id.)
The Federal Court addressed and rejected each of Caldera's arguments, noting:
Here, [Caldera] contends that the award should be vacated for a wide
variety of legally cognizable reasons--and even some reasons that may
not be legally cognizable. Respondent contends that the arbitrator
acted in manifest disregard of the law; that the award was "arbitrary
and capricious"; that the arbitrator engaged in "misbehavior"; that
the arbitrator "exceeded his power and authority"; that the arbitrator
conducted unlawful "ex parte communications"; and that the arbitrator
breached various rules of the American Arbitration Association
("AAA"). (Resp. Mem. 6--15.) But before discussing why the Court
rejects these claims, it must be said that these concerns strike
something of a disingenuous note. It was Respondent [Caldera], after
all, who came to this same Court roughly two months before the order
at issue asking the Court to confirm the arbitrator's January 19, 2012
interim order. At that time, [Caldera] expressed no concerns regarding
the propriety of the proceedings or the professional conduct of the
arbitrator. Yet, now that [Caldera] does not like the outcome of the
Partial Final Award, it asks this Court to believe that, for the
entire course of the arbitration proceedings, Justice Cahn was
presiding over what amounts to a kangaroo court. This reversal of
attitude is cause for some healthy skepticism.
In the process, Caldera cited cases that did not state what Caldera
urged and alleged facts and conclusions that were without bases. At
one point the Federal Court noted: "[t]hus, even applying Respondent's
inapt New York case law, [Caldera's] contention that the arbitrator
manifestly disregarded the law fails." At another point, the Federal
Court stated: "[Caldera] contends that the award must be vacated
because Justice Cahn breached the AAA rules that governed the
proceeding. (Resp. Mem. 13--16.) [Caldera] cites no authority for the
proposition that a mere violation of the AAA Rules, by itself,
provides grounds for vacatur. Further, it is not exactly clear to the
Court precisely which AAA rules [Caldera] contends were broken."
The full text of the Federal Court decision as well as the March 29,
2012 arbitral award and Global Gold's recently issued mining license
(stating the amount of government approved reserves) are all available
on the company's website: www.globalgoldcorp.com
The official versions of the Armenian Court decisions are available
through http://www.datalex.am/. English translations of those
decisions are also available on the company's website:
www.globalgoldcorp.com. As disclosed previously, Global Gold assumes
no responsibility for the accuracy of any statements issued by Caldera
related to the Marjan matter, and the official rulings speak for
themselves.
Based on Caldera's false report of TSX-V approval, on June 17, 2010,
Global Gold and Caldera announced they were proceeding with their
March 24, 2010 joint venture agreement to explore and bring the Marjan
property into commercial production. In late August 2010, Global Gold
learned that Caldera had circumvented the agreement by unilaterally
and illegally registering changes to the Armenian project company's
charter to Global Gold's detriment. Such changes could only have been
properly made with the signature of one of three authorized Global
Gold officers. However, Caldera was somehow able to register changes
without Global Gold's consent or knowledge. Without even advising
Global Gold that it had made those changes to take control, Caldera
tried to have Global Gold sign a resolution that would have authorized
Caldera's illegal acts. Global Gold refused. In addition, Caldera
advised that it would not be performing the mining license
requirements, failed to perform, and materially breached the
agreements in other ways.
On October 10, 2010, Caldera wrote to Global Gold that "any claims of
illegal registrations and request for changes must be addressed to
Administrative Court in Armenia." Later, Caldera intervened in the
Armenian case, and repeatedly delayed adjudication for months, using
questionable tactics. After trial, court examination, and a 22 page
opinion, the verdict reinstated Global Gold as the sole shareholder of
Marjan Mining Company. The lower court identified as officers both
Caldera's President Vasilios (Bill) Mavridis and its country
representative Azat Vartanian as responsible for Caldera's actions in
this case. Subsequently, bank records showed three equal cash
withdrawals by Vartanian timed with each of the three challenged
Registry acts. Global Gold has reported to both Armenian and U.S
authorities the facts giving rise to potential Foreign Corrupt
Practices issues.
In a December 12, 2011 decision, the 54 page opinion concluded that
the "Court of Appeals affirmed the ruling for Global Gold, as did the
highest appellate court in Armenia, the Court of Cassation, in
February 2012, concluding "the decision becomes effective as of the
moment of its passing [February 8, 2012], and is not subject to being
appealed."
Recently, Caldera has also publicly claimed that it continues to have
rights to the Marjan property based on the parties' December 2009
agreement which called for the parties to enter into a mutually agreed
joint venture agreement, ignoring that Global Gold fulfilled that
obligation in March 2010 and that the prior agreement to agree was
merged into the March 2010 agreement, called for completion of
payments by Caldera by the end of 2012, and included other terms which
Caldera cannot meet. Caldera's attempt to raise this lost issue in the
arbitral proceedings in December 2012 was not accepted, a fact that
Caldera fails to disclose, along with the findings of the March 29,
2012 arbitral decision, noted by the Federal Court, that the 2009 term
sheet document was an "agreement to agree." Caldera and its officers
and agents have also continued an extraordinary, defamatory campaign
of harassment and filing of false claims over the internet and
elsewhere against the Company and its officials which may be pursued
during the damages phase of the arbitration and/or as a separate
matter. Caldera raised approximately five million dollars in
connection with the Marjan joint venture, but failed to pay Global
Gold the money it was owed, and tax returns filed by Caldera in
Armenia report less than $400,000 spent on the property.
The Marjan mining property is located in Southwestern Armenia, along
the Nakichevan border in the Syunik province. Further information is
available on the Global Gold Corporation website
www.globalgoldcorp.com.
From: Baghdasarian