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Well, maybe Mrc. Who knows. But its academic in my view because I'm only considering a value of $3M on this poor deal anyway.

I think the Kiliwani income situation isn't comparable. That was a tax dispute (I recall). This should be more clear cut with unambiguous contract milestones. I don't see the TPDC as any riskier than any other bidder in the frame.

"The bod must know that if the TPDC want the 25% then they will only received the 1st $3m. The TPDC will not pay the rest of the cash which would then incur years of legal costs to obtain the rest of the monies".

I'm not sure if I follow you here Aimster. Why would the TPDC purchase 25% of Ruvuma from SCIR and then refuse to pay the subsequent milestone payments? Presumably if it behaved like that it would default, and the 25% ownership would revert back to SCIR?

I agree with you Mrc on this one. The deal as is stands is set in stone. APT and TPDC have enacted their enact pre-emption rights which means identical deal but different "purchaser". The only way out would be for SCIR to terminate (I imagine that such a contractual mechanism does exist here - this is pretty standard stuff) but there is no way that our BoD has the appetite to do this. Why? Because they painted themselves into a corner by squandering cash and now they desperately need the $3M just to keep the lights on.

A bit off topic but Ufufuo has posted an interesting prediction of Aminex's SP on the AEX chat - its worth a read. Its a high level calculation of what the AEX SP could be at production; some assumptions are made of course which is not unreasonable. Essentially, SCIR could have hoped for a similar SP rise (we both have 25%) minus development costs of course which are not applicable to AEX.
Unfortunately our illustrious BoD has given it away our flagship asset for 3 million dollars. Oh well, I'm sure they know what they're doing...
How the BoD intend to match the potential performance of the Tanzanian asset strategy with the Anerobic Digestion strategy with $3M war chest is a question that needs to be put to the BoD. I can't see it happening myself.

Hi Steve, I doubt the deal will change at all, why would it? Just because other parties are interested it doesn't mean that a bidding war has broken out. TPDC is in the hot seat to pick up this one on the cheap because they have rights of first refusal (I believe). There is no requirement to renegotiate, so the terms should be identical to the WEN deal.
WEN are now probably out of the running. Its their fault as they took a punt on a low ball offer. They knew all about the step in rights of TPDC and the other JV partners and just hoped that the deal would slip through silently, but it was so cheap that two out the three other parties became interested and enacted their contractual rights to step-in and nab the same deal for them selves. Essentially WEN are out unless TPDC / ARA decide not to progress.
Also there is little hope in the structure of the deal changing to SCIR's advantage. The only way that would happen is if SCIR cancel the deal, stay in the project, ride the drill, and then go back to the marketplace - v unlikely though as they just want out sadly.
Essentially I doubt there will be any more sweeteners offered to us from TPDC to improve the deal; why would they?

That's true markettimer, fair point.

Very interesting markettimer. Smart man though he was, I think the inventor of chess would have been smarter if he had have asked for, say, a gold coin rather than a grain of rice. I wonder what his plans were for 9,223,372,036,854,775,808 grains of rice? That's an awful lot of sweet and sour chicken ;-)

Very interesting Markttimer, thanks.

I must say, that 1,293 to OneDyas hurts.

"The BOD do not need to declare a disposal of He1 so I would assume it is gone."

Bit of a leap that Mrc - personally I would think that they are hanging around for the drill (which would make a flippin' change) - the spud could be announced tomorrow for all we know. Ultimately we have no idea on the status of HE1 stake so what's the point in guessing?

Hi Highlandmatt, my notes on your Q's below:

"Did we ever get an answer as to whether The Facility loan from WEN is repayable on Completion or not?" - No. This question has not been answered yet. I have contacted TR but no joy (I very much doubt that I will get an answer).

"There is also the follow on question if ARA/APT elect to step in, whether a similar loan would be forthcoming or not." - I assume (dangerous, I know) that the deal would be identical which suggest that the loan facility would have to be provided by the Purchaser (whoever that my be).

"Assuming the deal goes through, SCIR has
1. He1 shares (described as 'approx 1%), so approx £450k?
2. some cash,
3. 50% of EAG (profitable)
4. loan to EAG repayable (trade payable of £1.2m)
5. expected income of $3m on Completion inside 12months?
6. A potential $3m following FID next year?
7. Income from future Ruvuma production (long way off)
Have I missed anything?" - Kiliwani is still on the books as far as I am aware. Kiliwani is not part of the Ruvuma sale (unless I'm very much mistaken). A seismic survey is going to be carried out at no cost to SCIR - which confuses me a bit - but in any case the board has made its intensions clear to leave Tanzania, so I guess that a giveaway disposal is likely.

CrustyPete, I hold AEX too and I must admit I was a bit miffed when they sold 50%. However, 25% is still a decent percentage to hold and the free carry is offering stability and investor confidence going forward. So AEX's farm down doesn't fall in to the "gay abandon" category in my eyes. Spending vast sums of cash on consultants, legal fees, DD, etc to pursue a newly formulated strategy in the anerobic digestion market (of which they have no expertise) does fall into the "gay abandon" category in my view.
Both companies have made mistakes, no doubt about that, but I much prefer what AEX has achieved when compared to SCIR.

I often ask myself if Neil Ritson would have taken us down a similar path to the current board. I feel sure that he would have prioritised Ruvuma and would have ensured our participation in CH1 (Ntorya 3). After all, he was a strong champion of the "back to back" drill programme ;-)
He made mistakes too though, such as the much too aggressive Helium One strategy - again, it's a CEO's delusions of grandure which is dangerous thing.
Not the case at Aminex. You don't see them throwing cash around with gay abandon, leaving them weak and defenseless.
So I wish NR well. For what it's worth I think he was dead right about Helium One. They had bad luck with the first drilling campaign but I'm sure the next one soon will be transformative.

Highlandmatt, yes that assessment has crossed my mind too. SCIR has behaved like a mid-cap company to date, and so has commissioned far too many expensive professional services (legal, technical, due diligence etc) without having the resources to fully progress their strategic plans. I'm sure in their minds they think that they are the next BP or Shell, and so they are happy to pay for these services. The net result of this behaviour is that there is no spare cash available for developing our flagship asset, Ruvuma, which is a total crime in my view and very short sighted by the board.
Perhaps they should have taken a leaf out of Aminex's book, i.e. fully batten down the hatches in the knowledge of brighter times ahead, rather than embarking upon an additional strategy without being in a position to do so. The net result of this is that they now find themselves unable to deliver either!

Mrc you say: "even if SCIR or WEN try to pull out the partners can still exercise their option. Just my opinion."
I doubt that this is the case. I imagine that SCIR reserve the right to pull out without having to honour the WEN terms with another party, However, I completely agree that it is unlikely for SCIR to pull out of this deal because:
a) it's very unprofessional to renege with seller's remorse and shows to the world that you now believe your original negotiated deal was poor (i.e. its confirmation that you couldn't negotiate your way out of a paper bag); and
b) SCIR doesn't have the cash to settle Ruvuma cash calls anyway (why they didn't plan for this is truly beyond me).

My point is that I reckon that there must be a clause in the contract for SCIR to pull out of the deal. However, I doubt very much that they would pursue that option for the reasons mentioned above.

You mention that I should contact Tom and ask for clarification. That would be great, but would be a complete waste of my time as my previous attempts to contact the board have not been successful to date. I'm still waiting for clarification on the payment of the loan facility from the Effective Date for heavens sake!
I guess that poor LTHs like myself are just an annoyance to our board and they clearly place small value on the likes of little old me. Perhaps if they had have listened to their shareholders a bit more in the first place the SP would be somewhat heathier that it is today - who knows...

Mrc, surely there must be Seller's termination rights built into the contract? Granted I've not seen the contract but I would imagine that SCIR could pull out if they wanted to. I can't believe that SCIR would prepare such a contract without some seller protections.
The problem is that our board just want to get rid of Ruvuma and have absolutely no appetite in seeing it through - which the SP tells us is a massive own goal!

Another defamatory and incomprehensible post from our friend, Muscles12. Time for a new hobby old chum; this daily baseless share bashing has clearly affected your brain function and ability to use correct grammar.

Hi nicely, really sorry to hear about your paper losses. I do hope the BOD read comments such as yours to understand that they are toying with the livelihoods of good people. All we really want to do is provide financial support to a chosen company, watch it flourish and make money. The BOD seem to think we are on some kind of crusade for renewable energy; I'm no climate change denier (far from it) but I invested in this share because of the compelling Ruvuma asset.
You mention getting a loan to fund the Tanz cash calls but they say this would be a struggle as finance is hard to come by these days for fossil fuel projects. This may be true to a degree, but I'm sure some lender out there could support this project if the BOD looked hard enough. Sadly there is no appetite on their side to progress Ruvuma - which is why they have to go I'm afraid. Therefore, contact your broker and vote "no" to all the resolutions for the forthcoming AGM. Then write a strong letter/email to the board describing your position and what you think of their performance and strategy.

Mrc - I agree with you on the effective date intimating that the purchaser should be liable for cash calls post this date. Normally in contracts this would be the case. However, every document that I have laid my hands on pertaining to this transaction does not state that the loan will be absorbed by the purchaser after Completion.

I realise that Tom may have put everyone's mind at rest. However, Tom says a lot of debateable things these days...

Thanks Highland matt. If it does transpire that SCIR is liable for these costs then I would suggest that we have grounds to request that the vote be repeated, as we were not in possession of all the information as the circular was misleading.
Let's hope we get some clarity on this point soon.