A Nevada gold mining company faces a Treasury Department investigation regarding a 2010 takeover by Hong Kong-based investors.
The investigation of Nevada Gold Holdings Inc. by the Treasury-led Committee on Foreign Investment in the United States was disclosed in a Securities and Exchange Commission filing Monday and indicates that CFIUS is strongly considering a recommendation to President Obama that Far East Golden Resources Group Ltd., which acquired a controlling stake in Nevada Gold in 2010, be required to divest the mining exploration company.
Nevada Gold did not reveal what concerns CFIUS has raised about the 18-month-old acquisition, but the worry appears to be the proximity of the company's primary operation, the Tempo mine in north central Nevada, to the Fallon Naval Air Station.
The Fallon Navy Base in Fallon, Nev., is popularly known as the site of the TOPGUN training facility made famous by the Tom Cruise movie and is the primary facility for training U.S. Navy pilots and other navy personnel for aircraft carrier operations. (At the time of the movie, the TOPGUN facility was based in San Diego.)
CFIUS, also comprised of leadership from the Departments of Defense, Homeland Security and other agencies with a national security focus, had blocked a previous attempt by Chinese investors to take a stake in a mining operation near the Fallon base. In 2009, China-based Northwest Nonferrous International Investment Co. Ltd. canceled plans to take a stake in Firstgold Corp. after CFIUS notified Firstgold that it would recommend the Obama administration block the transaction.
On Monday, Nevada Gold said it faces a 45-day investigation by CFIUS.
Investigations at the 45-day stage are an indication that the committee is leaning toward a negative ruling on a takeover. CFIUS is charged with investigating acquisitions of U.S. assets by foreign investors for national security concerns. Investigations are launched when parties to a transaction voluntarily submit a pending deal for review or when CFIUS launches an investigation on its own.
That CFIUS is taking these steps so long after the deal was consummated is a bad sign for the company, said Farhad Jalinous, a partner specializing in CFIUS at Kaye Scholer LLP. "If the government comes back almost two years later and says make a CFIUS filing, that's not good news," he said.
Under the CFIUS process, a transaction is first subjected to a 30-day informal review. If CFIUS finds concerns that might warrant blocking or unwinding the transaction, it then embarks on a formal 45-day investigation. Merging parties typically cancel a pending transaction if the investigation proceeds to the 45-day stage.
CFIUS launched the first stage of the Nevada Gold review on March 31 and proceeded to the 45-day investigation on April 26, according to the company's SEC filing. CFIUS told the company the investigation will end no later than June 11.
In its SEC filing, Nevada Gold said, "the company has promptly responded to CFIUS's inquiries, and the outcome is yet to be determined." E-mailed questions to the company's investor relations address went unanswered. A phone call to the company's investor relations number reached a fax machine.
Far East Golden Resources Investment is a wholly owned subsidiary of Hybrid Kinetic Group Ltd., a limited liability company incorporated in Bermuda. It acquired a 82.3% stake in Nevada Gold for $3 million in a private placement.
Nevada Gold was originally incorporated in Delaware in 2004 as Nano Holdings International Inc., "to sell party and drinking supplies, including gelatin shot mixes, shot glasses, flavored sugar and salts, and various other drinking containers and paraphernalia." The company merged with and took the name of Nevada Gold in 2008 and changed its business focus "to engage in the exploration and eventual development of gold mines." The original Nevada Gold was led by CEO David Mathewson, who remains geological adviser and "the sole member [of the company's] exploration staff."
Nevada Gold is now led by the team of Chinese industrialists who run Hybrid Kinteics. The chairman of Hybrid Kinetics and both subsidiaries is Yung Yeung, the founding chairman of Brilliance China Automotive Holdings Ltd., an automotive manufacturing company based in Shenyang, China. Brilliance has a car-making joint venture with BMW AG and a minibus-making joint venture with Toyota Motor Corp.
Yeung lost control of Brilliance and fled China in 2002 after a dispute with government officials resulted in him being accused of embezzlement. According to Nevada Gold's annual report, Yeung serves as a director of the John Hopkins University Center -- Nanjing University Centre for Chinese and American Studies and holds a Ph.D. Degree in Economics from China's Southwest University of Finance & Economics.
Nevada Gold's CEO is Jianguo (Jason) Xu. Prior to teaming up with Yeung, Xu was engineering manager of Magna Closures Group, an operating division of Magna International, the supplier of components to auto makers in North America and elsewhere. Xu holds a bachelor's degree in Engineering from Huazhong University in China and a master's degree of science in engineering from Shanghai Jiaotong University in China, according to SEC filings.
The owners of Far East Golden Resources have had at least one high-profile project vaporize.
In 2009, Hybrid Kinetic Motors and Yeung announced plans to build a $4.36 billion green energy automobile manufacturing plant in Baldwin County, Ala., that would employ 4,000 workers and produce up to 1 million vehicles annually by 2018. The plant was to go on-line in 2013, but the project was subsequently abandoned. Last month, Baldwin County officials voted to borrow $25 million to buy back the Bay Minette, Ala., site where the plant was to be. Bay Minette is about 45 miles from the massive navy base in Pensacola, Fla.
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