Member Info for Accionista

Laverda

So, for me , Hainan - Xinmao have confidence in Kodal in completing all the conditions to complete (transfer of licences to the correct companies.) In the time it takes, they trust Kodal KMUK in keeping the licenses in good stand in FM and IGM as they are managing them at this moment.

That trust and confidence are build after discussions between Hainan - Xinmao and Kodal KMUK and further guaranteed with the possible measures in case of failure. It is not a $100 contract but a $100 million contract, then it is normal that such safety measures are included.

Other part from the Hainan 2023-0092:

(4) Commitments and safeguard measures of the counterparty

KOD and KMUK will be liable for direct and indirect losses incurred by Xinmao Investment in the following circumstances:

1. If the post-delivery obligations are not completed due to KOD reasons, the liability for compensation has no time limit for claims and no limit on the amount of compensation.

2. Loss and liability may result from violation of local laws and regulations in Mali due to failure to carry out business activities without completing the transfer of mining rights.

3. Failure to transfer the mining rights and/or exploration rights at the time of delivery or due to KOD causes a violation of the guarantees related to the mining rights and exploration rights under the investment agreement.

For claims in items 2 and 3 above, Xinmao Investment needs to file a claim within 2 years at the latest from the date of completion of the transfer of relevant rights. The counterparty has a grace period of six months from the receipt of the written notice of claim to correct the breach of contract. . Unless there is a deliberate breach of contract, the amount of compensation KOD and KMUK will pay to Xinmao Investment shall not exceed the total investment amount of Xinmao Investment.

All parties agree that if KOD or KMUK breaches the contract, in addition to monetary compensation, Xinmao Investment has the right to take other rights remedies permitted by law, including applying for a temporary injunction, requiring the performance of specific obligations, etc.

(5) Except for the revised content of this agreement, all other agreements shall be subject to the investment agreement.

(6) Applicable law and jurisdiction

1. English law applies;

2. Any dispute shall be submitted to the Singapore International Arbitration Center for arbitration and final settlement in accordance with its arbitration rules. The arbitration shall be in Singapore with one arbitrator. The arbitration language shall be English. The arbitration agreement shall be governed by English law.

I cannot and should not prevent people from seeing this differently, but this is my view on this situation.

I am not a financial advisor, all my views are based on my own research and I wish everyone success with their investments

DYOR

Laverda

About avoiding your problem with the line "deemed to be held on trust for the benefit of KMUK, whilst Kodal progresses the Bougouni Lithium project with the funding from Hainan" where you believe it's a "a trust", I believe that it is a sign of trust (on trust) from Hainan to Kodal - KMUK

When you read the Hainan 2023-0092, they don't talk of "a trust" holding the rights from FM or IGM to keep them save. For me"they" trust Kodal

2. Progress of Transaction Matters

So far, KOD has completed the debt restructuring of KMUK and has transferred its 100% stake in Future Minerals (hereinafter referred to as "FM", which holds the mining rights and two exploration rights of the Bougouni lithium mine) to KMUK, FM It has become a wholly-owned subsidiary of KMUK; at the same time, KMUK has completed the establishment of its wholly-owned subsidiary Le Mines de Lithium de Bougouni SA (hereinafter referred to as "LMLB"), and has completed the additional issuance of 51% of its shares to Xinmao Investment.

In order to start the project construction as soon as possible, Xinmao Investment, KOD and KMUK recently signed a supplementary agreement on the exemption of some delivery conditions, as reviewed and approved at the 10th meeting of the company's fifth board of directors. The main contents and performance arrangements are as follows:

(1) Waiver of the original delivery condition of “transfer of mining rights from FM to LMLB”;

(2) Waiver of the original delivery conditions "to transfer the Sogola Nord exploration rights (hereinafter referred to as the "exploration rights") held by KOD from the name of International Goldfields (Mali) SARL (hereinafter referred to as "IGM") to the name of FM";

(3) Newly added post-delivery counterparty obligations:

1. After the project is delivered, KOD, as a shareholder of KMUK, will use its best reasonable efforts to assist in the transfer of the mining rights to LMLB and the exploration rights to FM;

2. All parties confirm that the actual owner of the mining rights is LMLB and the actual owner of the exploration rights is FM. Before the transfer of mining rights and exploration rights is completed, FM will hold the mining rights on behalf of the company, and IGM will hold the exploration rights on behalf of the company. All parties guarantee that the mining rights and exploration rights will continue to be valid and in good condition;

3. After the project is delivered, when the mining rights and exploration rights are transferred, KOD and KMUK need to re-guarantee the relevant guarantees regarding the mining rights and exploration rights under the original investment agreement.

Link to Original document translated by Google

https://is.gd/4DN04N

DYOR

Laverda,

idd, the link is to the 2023 annual report, but in an annual report there is a section "FINANCE REVIEW" with a subsection "Going Concern and funding" containing the text that the transition from FM to KMUK has been fully implemented.

This is not a text written by Kodal in March or so, but in August because the next paragraph talks about the US$3.5m prepayment received at the beginning of August. The publication of this annual report was after Bernard's interview with BRR in which he also confirmed that FM is a fully owned subsidiary of KMUK. So even though it is an annual report for the year ending March 31, 2023, these quotes/statements are about what was current at the time of publication.

And the annual report was published 06 Sep 2023.

!!!

Like others, I have also found that some statements from Kodal management are not always 100% true because they are incomplete. (Such as the license from Sogola-Nord which should have been included in this text as an item to be further resolved)

DYOR

Laverda

my citations about FM and KMUK are from 01 SEP 2023 or later, Xinmao is controlling shareholder from KMUK since 29 June 2023, so nothing in my posts is from before that date.

https://find-and-update.company-information.service.gov.uk/company/14477383/filing-history/MzM4NTE5NDMwOWFkaXF6a2N4/document?format=pdf&download=0

DYOR

So the mining license, for now the most important, is under KMUK.

But to exploit the mine, this license need to be transferred from Future Minerals to LMLB. However both are now KMUK subsidiaries, this is a condition to complete because of the Malian Law

From

Mali

Application du Code minier

Décret n°2020‐0177/PT‐RM du 12 novembre 2020

Art.148.‐ No transfer of a permit for the exploitation of a large mine may be carried out

only through the change of control of the operating company holding the operating

permit concerned, subject to the provisions of Article 75 of the Mining Code and Article

147 of this Decree.

DYOR

From annual report 2023 Pg 10

Kodal has continued with the restructuring of its subsidiary companies and confirms that the new mining company Les Mines de Lithium de Bougouni has been fully registered and the Mali DNGM notified that this new company will be the owner and operator of the mining licence. In addition, the Company has completed the restructure of Future Minerals SARL such that all of Kodal’s lithium assets in Mali are now 100% owned by Kodal Mining UK Limited (the joint venture vehicle for Kodal and Hainan to develop the Bougouni Lithium project). Kodal is continuing to work with the relevant authorities to finalise all regulatory matters to allow completion of the Financing Transaction.

https://kodalminerals.com/wp-content/uploads/2023/09/265727-Kodal-Minerals-AR-WEB.pdf

DYOR

From 01 SEP 2023:

00:14 (R.R.): Now Bernard, you’ve recently announced that your

funding package has been delayed to the 30th of September. Is this

something that we should be concerned about?

00:23 (B.A.): Well no, not at all Rosie, we have extended again,

unfortunately, but what we have been doing is a lot of work to

complete the restructure of our subsidiary companies in Mali. We've

established our new mining company, we're updating the ownership

of Future Minerals. All of our lithium licenses are now underneath the

ownership of our UK subsidiary company Kodal Mining UK. There's a

lot of work gone into that and where we are at the moment is with

final compliance and completion to be done in Mali. So, you know,

some significant process, uh, progress but still need a little bit more.

https://www.brrmedia.co.uk/broadcasts/64f1b2a7c6e9d7476c27e61a/kodal-minerals-funding-package-extension/?popup=true/&t=23s

DYOR

IT's a JV

Even Canaccord Genuity is calling it a JV (because it is a JV)

https://canaccordgenuity.bluematrix.com/docs/pdf/7486c70a-e058-4ee5-820f-f0ca5751cc38.pdf

DYOR

GMA

@Laverda

FUTURE MINERALS is already a 100% KMUK subsidiary!

Future Minerals was a subsidiary of International Goldfields (Bermuda) Limited but is now a 100% KMUK Subsidiary.

International Goldfields (Bermuda) Limited is a subsidiary of Kodal Minerals

The mining license (Foulaboula) and 2 explorer licenses (Dogobala and Fariédiélé) are with Future Minerale and Future Minerals is currently a 100% subsidiary from KMUK, so these licenses are already in possession of KMUK.

The Mining license (License PEGM2019, gr 2et 3 2868/21) need to be transferred from Future Minerals to LMLB.

The other to transfer license is Sogola Nord (License PR 2280/20) from IG Mali). This license need to be transferred to Future Minerals.

From RNS 28 Sep 2023

Further to the announcement on 31 August 2023, Kodal has completed the restructure of the Company's Mali subsidiary entities that hold the lithium interests. As previously announced, the Company has completed the full registration of the new mining company, Le Mines de Lithium de Bougouni SA ("LMLB"), which is a 100% subsidiary of KMUK, and the Company has now finalised the transfer of the shareholding of Future Minerals SARL to also be 100% owned by KMUK. In addition, Kodal has finalised the registration of Bougouni Mining SA, the company that will be the operator of the Bougouni lithium mine and which is also a 100% owned subsidiary of KMUK.

https://polaris.brighterir.com/public/kodal_minerals/news/rns/story/xql8qkr

From Hainan RNS equivalent from 28 October 2023

2. Progress of transaction matters

To date, KOD has completed KMUK's debt restructuring and has transferred 100% of its interest in Future Minerals ("FM", which holds the mining rights to the Bougouni lithium mine and two prospecting rights) to KMUK, which has become a wholly-owned subsidiary of KMUK, and KMUK has completed its wholly-owned subsidiary, Le Mines de Lithium de Bougouni SA (hereinafter referred to as "LMLB") ), and has completed the issuance of 51% of the shares to Xinmao Investment.

DYOR

GLA

KMUK in his present form is JV

From their presentation AGM 2023 Pg 10:

Key management representatives from JV

partner Hainan Mining mobilised to Mali.

https://kodalminerals.com/wpcontent/uploads/2023/09/KOD-AGM-Presentation_Sep-2023.pdf

From the 19 Jan RNS:

It is a condition to completing the Kodal Group Funding Transaction that Kodal's existing subsidiary in Mali, Future Minerals SARL, which currently owns the Bougouni Project, including the mining licence and other lithium exploration licences in Mali, will become a wholly owned subsidiary of KMUK. The parties have also agreed that following completion, any future investment and operations in lithium in Mali will be conducted by them through the KMUK joint venture.

https://polaris.brighterir.com/public/kodal_minerals/news/rns/story/w3nqdjr

And as ivenoidea mentioned, Kodak mentioned JV in the AGM live presentation.

DYOR

GLA

KMUK was a 100% subsidiary from Kodal but isn't anymore a wholly owned subsidiary of KOD

KMUK became a JV with Kodal Minerals owning 49% and Xinmao (Hainan subsidiary) owning 51%

KMUK owns 100% of "Future Minerals"

KMUK owns 100% LMLB until Mali Gov takes part (10% - 20%) and we don't know if Mali will create the possibility to give the Malian people to participate.

This is provided for in the Minier Code 2019 (5%), but there is currently no framework to work this out. It is not clear whether this can still be applied within the new framework that the Malian government is now creating to allow the population to participate for 5%

Prices paid (in USD) were after friendly negotiations but valuation was different

30 Sep 2022: RMB957Miilion = 134,458,500$ = 120,390,600£

30 Sep 2022: RMB841Million = 118,160,500$ = 105,797,800£

We don't know what was the result of the friendly negotiations in agreements in value for the Lithium assets but clearly Hainan was prepared to pay a premium to get involved with Kodal - KMUK

DYOR

GLA

From Hainan RNS about investing in KMUK and Kodal

The valuation and pricing of the subject matter of the

transaction

(1) Valuation

The company entrusted Xiamen Jiaxue Asset Appraisal Real Estate

Valuation Co., Ltd., which is qualified to engage in securities

business, to estimate the value of KOD and KMUK, according to the

"Valuation Report on the Value of All Equity of Kodal Minerals PLC

Shareholders Involved in the Proposed Capital Increase of Hainan Mining

Co., Ltd." issued by the appraisal agency (Jiaxue Appraisal Valuation

Word [2023] No. 8320001) and "Valuation Report on the Value of All

Shareholders' Equity of Kodal Mining UK Limited Involved in the

Proposed Capital Increase of Hainan Mining Co., Ltd." (Jiaxue Appraisal

Valuation Word 2023〕

8320002) (the "Valuation Report") as of September 30, 2022 The

valuation base date is RMB957 million for KOD valuation base and

RMB841 million for KMUK valuation base date 。

(2) Pricing

The transaction price is based on the conclusion of the valuation

report, combined with the actual situation of the project, and after

friendly negotiation between the two parties, KOD 14.81% shares are

valued at US$17.75 million and KMUK 51% shares are valued at 94.34

million dollars.

Dyor

GLA

GARY CARP

Harassment of a company director

Damages for harassment of a PLC director who was harassed by a shareholder

In the case of Red Rock Resources v. Gary Carp, solicitor Yair Cohen sued a disgruntled shareholder who harassed the Chairman of a Public limited company following his disappointment with the performance of his shares.

https://harassmentlawyer.co.uk/online-harassment-case-study/harassment-of-a-company-director

DYOR

GLA

Not "of 24" but "Pg 24"

From the annual report (published 06 Sep 2023) Of 24

Average number of employees (including directors):

Group 31 March 2022 => Number : 19

Group 31 March 2023 => Number : 45

https://polaris.brighterir.com/public/kodal_minerals/news/rns/story/rd1nq4r/export

DYOR

GLA

Name change,????

DYOR and discover 2 new companies but I don't see a name change.

Which company changed name?

GLA

If you missed @KodalMinerals AGM presentation from 29 September 2023 transmitted by

@brr_mediauk

Now available to watch at :

https://stream.brrmedia.co.uk/broadcast/6512ae2c39ad9f961be9ed95/651669796425ed24552e388e

DYOR

GLA

The original DMS plans from 2018 were with 1 DMS circuit.

The plan for DMS, reintroduced in 2022, talks about 2 crushers and 2 DMS stream facilities

From RNS 29 Sep 2022

"In order to accommodate the 1Mtpa proposed throughput for the DMS operation, the design concept employs dual stream modular crushing and dual stream DMS facilities. This is expected to provide some redundancy across the plant, minimise down time and simplify operational and maintenance activities. Below is a picture1 of the typical DMS plant modules proposed in the design being provided by Kodal's engineering consultant, DRA Global South Africa ("DRA")."

https://polaris.brighterir.com/public/kodal_minerals/news/rns/story/xpnnvqr

The 1Mtpa throughput to give the 130Ktpa SC as mentioned in this RNS was confirmed in another RNS from 03 April 2023 but with some comments

"In order to accommodate the 1Mtpa proposed throughput for the DMS operation, the design employs dual stream modular crushing and dual stream DMS facilities. This is expected to provide some redundancy across the plant, minimise down time and simplify operational and maintenance activities. The design criteria established by the engineering team includes a design factor of safety in order to provide plant processing flexibility and increased throughput potential with an upside of 1.2Mtpa. "

https://polaris.brighterir.com/public/kodal_minerals/news/rns/story/wk7odyr

DYOR

GLA

Links to download the ONLY audio from the AGM Presentation and the Questions (in 2 parts)

Presentation:

https://www.dropbox.com/scl/fi/iu8r6q6wlcu3l8o8q08f8/2023-09-29-Presentation.mp3?rlkey=qramhxpfqeqhxs0ij2u4we2zd&dl=0

Questions part 1

https://www.dropbox.com/scl/fi/puabbrf6qiyz0gyg7yk5c/2023-09-29-Questions-Part-1.mp3?rlkey=4d10tqo5govvh1ikqp7ookx2r&dl=0

Questions part 2:

https://www.dropbox.com/scl/fi/q19mfc5ha86ypxq0nvu06/2023-09-29-Questions-Part-2.mp3?rlkey=fswlcgjwjqhxw616w3jqt8979&dl=0

They will be available uittil BRR AGM video is online

DYOR

GLA