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909 Sunset Ridge Drive
Franklin, TN 37069
Phone (615) 400-1099
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NMC, Inc.
Statement to Shareholders
January 5, 2010

 NMC Inc. Shareholders:

While it is our desire to keep our shareholders informed, to be candid, even though a great deal of effort has been extended since our last update, no results of consequence can yet be reported. I can, however, report significant progress with respect to the possible renewal of our lease from the State of Arizona on the 377 acres at Skull Valley surrounding our mineral concentrate holdings. We submitted what we hope to be our final Mine Operating Plan to the Arizona State Land Department (ASLD) on 12-31-09, including a complete economic analysis. If the plan is approved, the State will then conduct its own mineral assay to verify economic feasibility, which is required before it will renew the lease.  We believe that renewal of this lease could significantly increase our ability to attract a serious buyer or joint venture partner with the ability to obtain the required financing. In addition, because we are working directly with the Governor’s office and with Senator Pierce, I was able to offer my assistance to show them how to generate much needed revenue for the state by setting up separate profit centers, such as the land department, and by altering their present budget restrictions on production royalties.

We are continuing to think outside the box and to do everything within our control to conclude a sale and/or a joint venture to be in a position to begin flowing cash as well as declaring a dividend. To that end, our Board of Directors has approved my recommendation to raise the finder’s fee for referring a purchaser of our assets or joint venture partner from the Lehman Formula, which is approximately 1%, to a simple 2% in an effort to motivate all previous brokers and to establish new relationships. 

Since it has been literally impossible for us to attract a replacement CEO for me and because I have not yet fulfilled my commitment to our shareholders to maximize the return on their investment, the Board of Directors and I have agreed to sign a new employment agreement for an additional five-year term.  As part of this, I have also agreed to a much lower salary pending the receipt of revenue and have reduced the liability of the company to me for over $1 million in accrued salary in exchange for warrants to purchase common stock.

With respect to questions of fundamental value, we continue to seek opportunities to sell the assets of NMC or to enter into joint ventures with qualified parties in order to generate revenue. This process has been hampered by the ongoing economic crisis and the inability of prospective buyers and/or joint venture partners to obtain financing. There are a limited number of potential purchasers or joint venture partners and the evaluation, due diligence and the negotiations process is lengthy. We continue to be in discussion with numerous potential buyers and partners and remain cautiously optimistic that a revenue generating opportunity will happen; however, we are uncertain as to timing or the form it will take.  As an illustration of our efforts, we have negotiated a proposed asset purchase agreement, three letters of  intent (LOI) to purchase our assets and one joint venture agreement and one stock swap but, in each case, a transaction could not be consummated because the potential acquirer or partner has been unable to secure adequate financing. 

To repeat, our PPS is still hampered by regulatory factors, some of which are applicable to all “pink sheet” companies and some of which are unique to NMC. In the past year or so, the Financial Industry Regulatory Authority (FINRA, formerly known as NASD) has increased the requirements imposed on brokers that trade “pink sheet” stocks.  As a result, many brokerages have ceased, or limited, trading in pink sheet stocks altogether.  In addition, NMC was delisted as a reporting company in 2003, which creates legal obstacles for brokers desiring to trade in NMC stock.  Finally, in the Spring of 2008, our Board of Directors expressed concern to our transfer agent, Integrity Stock Transfer, about “suspicious trading activity” and our transfer agent contacted the Depository Trust Corporation (DTC). In May 2008, the DTC placed restrictions on transactions in NMC common stock due to concerns the DTC has about the number of outstanding shares and the accuracy of NMC’s trading records under previous management and an in-house transfer agent. We have taken steps to correct those problems as much as practicable and have contacted the DTC on numerous occasions seeking specific information about their concerns and offering to address them in a number of ways. For reasons unknown to us, but likely the relative small size of NMC compared to the many issues faced by the DTC, it has not yet provided us specific information about its concerns, leaving NMC unable to resolve them.

In response to DTC’s “lock” and NMC’s status as a delisted reporting company, each broker dealer makes its own decision as to whether to trade NMC shares from a risk/reward perspective. One broker, for instance, decided to halt trading, then changed its mind and allowed its clients to sell NMC common stock but not to buy because it began losing clients. Although some brokers are continuing to trade NMC, the harsh reality is that, absent a significant revenue event and/or change in regulatory posture, trading in NMCX common stock will continue to be limited for the foreseeable future. 

Your continued prayers and patience are much appreciated and our commitment to you remains strong.
In Your Service,


Michael Sheppard, President
/s/