Member Info for BigYellowPig

Stamp…always use it, I read so many RNSs in the morning, used to spend hours reading through, now it can be done in seconds.

BluButton…..it’s Grok!

Here's a concise breakdown of potential pros and cons to help you decide:

### Potential Positives:

1. **Growth Support for SatoshiPay**: The £1.15 million fundraise, with at least £1 million as a secured loan to SatoshiPay, aims to bolster its digital asset treasury (e.g., Bitcoin, cryptocurrencies). This could enhance Vortex's liquidity and market expansion, potentially increasing SatoshiPay’s value, where Blue Star holds a 50% stake.

2. **Upside Potential**: Blue Star benefits from any increase in the value of SatoshiPay’s crypto portfolio upon loan repayment, offering exposure to crypto market growth without directly holding volatile assets.

3. **Shareholder Opportunity**: The Broker Option allows existing shareholders to buy additional shares at the same price (£0.18), potentially rewarding loyal investors.

4. **Strengthened Portfolio**: Funds may also support other Blue Star investments and operations, improving overall portfolio stability.

5. **Strategic Positioning**: The focus on blockchain and crypto aligns with growing market interest, potentially positioning Blue Star for future gains.

### Potential Risks:

1. **Crypto Volatility**: The loan’s value is tied to SatoshiPay’s crypto portfolio, which is subject to significant price swings. If crypto markets decline, the loan’s repayment value could be lower than expected.

2. **Dilution**: Issuing 6,388,889 new shares (plus up to 555,556 Broker Option shares and others) increases the total share count, potentially diluting existing shareholders’ stakes and affecting share price.

3. **Execution Risk**: Success depends on SatoshiPay and Vortex effectively using the funds to expand and generate returns, which is not guaranteed.

4. **Market and Regulatory Risks**: Blockchain and crypto businesses face regulatory uncertainty and market competition, which could impact outcomes.

5. **Limited Control**: Blue Star’s loan is secured, but it doesn’t directly control SatoshiPay’s treasury management or Vortex’s operations.

### Conclusion:

This could be positive if you believe in the growth potential of SatoshiPay, Vortex, and the crypto market, and trust Blue Star’s strategy. However, it carries risks due to market volatility, dilution, and execution challenges. If you’re an investor, consider your risk tolerance, Blue Star’s track record, and the broader crypto market outlook. For specific investment advice, consult a financial advisor.

If you have a specific angle (e.g., shareholder, crypto enthusiast), let me know, and I can tailor the analysis further!

Blue Star Capital plc, an investment company focused on blockchain, esports, and payments, raised £1.15 million by issuing 6,388,889 new shares at £0.18 each. At least £1 million will fund a secured loan to SatoshiPay, its subsidiary where Blue Star holds a 50% stake, to expand its digital asset treasury, including Bitcoin and other cryptocurrencies. This will enhance Vortex, SatoshiPay’s subsidiary, by improving liquidity and supporting market expansion. Blue Star will benefit from any increase in the portfolio’s value upon loan repayment. Remaining funds may support other portfolio companies and general operations.

A Broker Option allows existing shareholders to buy up to 555,556 additional shares at £0.18 until 4:30 p.m. on July 2, 2025. The company also issued shares to settle £10,000 in debts and for prior commitments. The new shares will be admitted to trading on AIM in two phases, starting July 9, 2025, increasing total shares to 42,969,900.

What frustrates me is the following:-

Branding - we are supposed to have rebranded to London Bitcoin Company. The two new companies that DL set up are still just incorporated status. Vinanz.com is still as it was. No changes in the finance system anywhere. Where’s the new website and branding (whatever is chose). Where’s the LinkedIn page. Twitter X still the same.

Promotion - zero promotion going on X unlike what SWC are doing with Zynx. The interviews which Hewy is doing are the same rap sheet, I like him but it’s the same, same, same. No updates at all.

Negativity - hate to say it but DL comes with a lot of baggage and his involvement isn’t good. Should be a silent shareholder. His £13m of shares he gave himself isn’t a good look.

Liquidity - both London and US OTC volumes are massively down day on day. Volatility is just down.

Share price - not far off what it was before they first purchased BTC. Where’s the return for shareholders.

Speed - our competitors are miles in front of us and accelerating at lightening speed. We are so slooooow. Where’s the fund raises to by BTC? This after all is supposed to be an Arms race but we are travelling at snail pace. We need to move quicker. We should have the advantage on main market but Aquius is proving that not to be the case.

US Launch - why are we waiting so long to launch the F1 and prospectus. Yes things take time but this should have been done earlier. They want to launch Nasdaq in September/ October, the market will be saturated by then with treasury companies and we will just be a bit of noise amongst hundreds.

They really need to turn it up fast if this is to be a success.

As we know, the percentages would have changed resulting from the previous fund raises. But the number of shares shows a missing disclosure. Very odd. I wonder if they got mixed up between the old director holding and PRIM itself…all very messy!

It would appear the PRIM did not disclose a sale of 6.4m shares in q4 2024…..I’ve searched Alt Earth, PR1 and PRIM and via the London stock exchange as the source data. Is this further issues with PRIM governance / disregard / breach of rules and regs?

PRIM held 11,677,755 shares which was equal to ~ 8.05%. Its used to be equal to 12.12% until they were diluted as a result of the below placing in June 25:-

Total Voting Rights

Application will be made to the London Stock Exchange for the Placing Shares and Fee Shares to be admitted to trading on AIM (the "Admission"). Admission is expected to occur at 8.00 a.m. on 9 June 2025.

Following Admission, the Company's total issued share capital will consist of 145,055,699 ordinary shares with voting rights attached. The Company does not hold any ordinary shares in treasury.

This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Judging by PRIM share price right now, investors not happy with them either.

.

Yes JT, the more the merrier!

Good to see this gaining traction on X as well:-

https://x.com/that_stocks_guy/status/1939610898089353395

Vinanz has a low free float based off current significant shareholders and those that are insiders. You’d think that would mean any short interest would attract higher borrowing costs, higher risk of a short squeeze, risk by insider control and liquidity issues due to shares available. Not all brokers lend shares, such as HL. But who knows.

Typo *since PRIM director was at PR1

Since PRIM was a director at PR1 it makes sense. Also PRIM timing with decision on rule 9: on 8th July-

What is a Share Buyback?

The company wants to buy back some of its own shares from shareholders through the stock market. This is something many UK companies do, and the company got permission from shareholders in June 2022 to do this, but it hasn’t bought any shares yet. The buyback would only happen if the company’s directors think it’s good for the company and its shareholders. They can either cancel the shares (reducing the total number of shares) or keep them as “treasury shares” for future use, depending on what’s best at the time.

What’s Happening Now?

At the Annual General Meeting (AGM) on July 8, 2025, the company will ask shareholders for permission to buy back up to 40% of its shares. This permission is called the “Share Buyback Authority.”

Who is the Concert Party?

Two company directors, Rupert Labrum (Executive Chairman) and Hedley Clark (Non-Executive Director), along with their close family members and related trusts, are considered a group working together, called a “Concert Party.” They currently own about 29.88% of the company’s shares.

Why Does This Matter?

If the company buys back shares, the total number of shares will decrease. This could increase the Concert Party’s ownership to 30% or more of the company’s shares without them buying any additional shares.

What is Rule 9 of the Takeover Code?

The Takeover Code is a set of rules for UK companies. Rule 9 says that if any group (like the Concert Party) owns 30% or more of a company’s shares, they must offer to buy the shares of all other shareholders. This is to protect other shareholders in case someone gains significant control of the company. Rule 37.1 says that if a company buys back its own shares and this causes a group’s ownership to hit 30% or more, it’s treated as if they bought those shares themselves.

Bearded dragon…..what do you value it at, show me your workings and PE ratio used. Let me know if you have included acquisitions (pre and post).

Interesting fact……the two guests on Sunday roast used to be in business together……Hew and James

JamesTrader…..I listened to this earlier. Sounds like theee has been huge traction reference PRIM. I assume James Sheehan got my complaints and emails and messages as mentioned he had a lot. He also sounded just as shocked about PRIM. Sunday Roast present was livid. He knows the stock market inside out so his tone alone sums this all up. I suggest everyone keeps putting on the pressure and let’s let PRIM know that they have a lot of watchful eyes at the moments. They’ve embarrassed themselves massively.

Sorry last scenario, it’s just odd and not seen something like this before so perhaps this happened. What do you think Tiger and everyone else?:-

### Critical Perspective

The establishment narrative, per PR1’s RNS, portrays PRIM’s sale as a harmful breach, emphasizing PR1’s non-consent and the share price crash. However, PRIM’s perspective—absent from public statements—likely reflects a pragmatic decision to fund a buyback and prioritize outperforming investments like Interpac over PR1’s risky crypto venture. The timing, just before Pr1bit’s launch, suggests PRIM anticipated market skepticism (validated by the crash) or a dilutive capital raise, leveraging insider knowledge from Beardmore’s prior role. Shareholder outrage on X highlights distrust in PR1’s advisers and AIM enforcement, but PRIM’s silence and portfolio success (e.g., Interpac, $6.1 million deal) indicate confidence in their strategy despite regulatory risks.

### Conclusion

PRIM likely sold its PR1 stake to fund a share buyback, avoid dilution from a PR1 capital raise, and reallocate capital to high-performing investments like Interpac, which showed near-term promise in sustainable packaging. Skepticism about Pr1bit’s viability, given PR1’s financial constraints and crypto market risks, further drove the decision. The sale’s timing on June 24, 2025, before PR1’s Pr1bit announcement, maximized value and avoided volatility, despite breaching the lock-in agreement. This reflects PRIM’s strategic prioritization of portfolio optimization over PR1’s uncertain prospects.

Likely Scenario? What do we think?

- Beardmore’s Involvement: Matthew Beardmore, as CEO of Primorus Investments PLC, oversaw the company’s strategic investment in Pri0r1ty AI in August 2024 and its continued stake in Pri0r1ty Intelligence Group PLC post-reverse takeover in December 2024.

As Non-Executive Chairman of Alteration Earth PLC (Pri0r1ty’s predecessor), he facilitated the reverse takeover but stepped down shortly after its completion. His primary role remained with Primorus, where he likely drove the decision to sell the 8.05% stake in Pri0r1ty in June 2025.

- What Happened Between the Companies: Primorus’s sale of its stake in Pri0r1ty, despite the lock-in agreement, likely indicates a strategic or financial decision by Primorus’s board (led by Beardmore) to exit the investment. This move was not supported by Pri0r1ty’s management, leading to public statements of non-consent and potential regulatory implications. The transaction may have strained relations between the two companies, as Pri0r1ty’s board was not aligned with Primorus’s actions, and it negatively impacted Pri0r1ty’s share price.

- Beardmore’s Current Status: He remains CEO of Primorus Investments PLC, with no indication of stepping down. His role as Non-Executive Chairman of Pri0r1ty Intelligence Group PLC ended in December 2024, and there’s no evidence of ongoing direct involvement with Pri0r1ty beyond Primorus’s prior shareholding.

### Unanswered Questions and Next Steps:

- Reason for the Sale: The exact motivation for Primorus’s stake sale (e.g., financial strategy, disagreement with Pri0r1ty’s direction, or other factors) is unclear from the sources. Further details from Primorus’s announcements or Beardmore’s statements could clarify this.

- Regulatory Consequences: The breach of the lock-in agreement may prompt an FCA investigation, as suggested by X posts, but no outcomes are reported in the sources.