Member Info for breaktwister

There is another legal point I would like to raise, and this is around what rights MMA have at present. Brad made a comment in the interview that MMA has earned 51% of Anza at present. This is not technically correct. They have "earned" only the right to enter into a new JV structure of which they will be 51% owners, but that right is not crystalised until the new JV is formed, which ofc starts Phase 2. At present OMI is 100% owner and we need to use that to put pressure on MMA timelines.

OMI are either getting bad legal advise, or Newmont as OMIs largest shareholder is playing a part in their decison-making.

I am happy to give them free legal advise, why not since I hold more shares than the board.

LW, yes, I posted previously that there needs to be a timeline put around any alternative proposal. e.g. give them 30days to either accept the new proposal (I would be eager to get more detail of this, what exactly did Brad propose?), or complete the JV docs for Phase 2, and if they don't do wither we hold them in default and walk away with 100% and get new JV partners.

Re: nefarious tactics. To be expected in business to an extent, especially where millions are at stake. Which is why I am flabbergasted at our boards flippant view of "no contractual time period for Phase 2 to start". NO! This is our only shield against stalling tactics, which in the most nefarious lens are designed to crush OMI and buy the 49% of Anza for cheap. As I have posted previously, there is enough in the contract to take the view that the intention was a 90day period. Phase 1 ended more than 7 months ago. I would be writing MMA a letter demanding Phase 2 begins, we are well outside the intended 90days, or hold them in default and we will look for a new JV partner on the basis that OMI retains 100% ownership. F them at this point really.

Can anyone explain the mechanics to me, who is buying all of the stock if UK SIPP holders are being forced to sell? I sold at the bottom it seems because of advise on this board to GET OUT if holding in a SIPP.

Bhargav, the TP note simply states that Collective have no issues raising funds or progressing projects in Colombia, it seems a stretch to insinuate talks are ongoing about Anza!

On a practical level, I can understand why Bra might take the view "they don't want to move forward so why bother with all the hassle of Phase 2 paperwork". He states in the interview that a proposal has been submitted for OMI to resume control of the project. Ok, but there needs to be timelines out around these things. OMI should state if their proposal is not accepted within 30days then they will enter a 30day period for completion of the new Phase 2 JV.

LW, your third reason is close to the point. Any of these terms can be changed or waived if all parties agree to do so. However, Brad is acting like the term doesn't exist which is plainly false.

S9(a).. within ninety (90) days following delivery of such Phase 1 Earn-In Notice to

Minera Anzá, the Parties shall enter into the Mining Company Constituent Documents for a joint venture

or partnership agreement or other contractual arrangement, or legally establish a limited liability

company, joint stock company, or other type of legal entity, as may be acceptable to Newmont and

Minera Anzá, each acting reasonably"

Legalwolf, points 1, 2, 4, and 5 are correct. Point 3 is incorrect but that is because our genius board and CEO have got it incorrect (maybe on Newmonts advice?) so that is not your fault. However, I have been banging the table that Phase 2 MUST START ASAP, so how can you state that I believe Phase 2 has already started? Odd.

Sorry, I should clarify, if it got to Phase 2 Y2, and MMA still do nothing, then OMI will take ownership of the JV, 51%. This brings a whole host of legal complications as this ownership technically permits OMI to spend $4m per year on the project yet have MMA pay the invoices! Tic tok Brad, start the clock, give us Phase 2 start and put pressure on MMA.

LW, not sure why you are saying I got it wrong, I have to challenge you on that. My statement is fully correct.

I did not mention the carry over from Phase 1 which was clearly covered in other posts. Yes, it counts towards Phase 2 Y1 obligation so MMA only need to spend $350k, or pay OMI $350k to fulfill this. In my view they have no intention of doing so, which is why MMA do not want the clock to start ticking on Phase 2. In Y2 MMA needs to fund $4m of drilling or pay OMI $4m, or otherwise exit the JV. It would be a shock if it got to this stage though, surely not? But in order to protect our interests the clock needs to start.

We went from "they can bugger off" to "give them as much time as they like while our share price is decimated".

Unacceptable. The market is demanding a plan to resolve this.

The thing that angers me most around OMI handling of this is that there appears to be no plan, even though as Brad admits this outcome was not a surprise to them via their "chats".

Simply saying that the ball is in MMAs court at present with no defined timescale is not acceptable. How did he think the market would react to this? Brad says "we can resort to legal action if we think they are delaying". Ok then, at what would point does it become unacceptable? Next month, next year, when exactly?

It is also not true that "there is no benefit in MMA delaying" as Brad claims. I pointed out in previous posts that once Phase 2 begins MMA need to spend or pay OMI $4m per year. Why is OMI ignoring this? Are Newmont pulling the strings on OMI decision-making? They are a 15% shareholder after all.

It is also not true that there is no defined timeframe between Phase 1 and Phase 2. The contractual timeframe is 90 days. Is this just poor legal advise given to the company? Or Newmont making all the decisions?

If I was CEO I would be firstly trying to resolve amicably by asking MMA to give a target date as to when they plan to formally enter Phase 2. If they cannot or will not provide this, then we are into the realms of dispute, and the next step is to write to MMA advising that the contractual timeframe for commensing Phase 2 has lapsed, give them a reasonable time period (30 days) to enter Phase 2 otherwise hold them in default (s14 of the Agreement). Default means ownership will revert 100% to OMI.

We are in limbo at present which is the worst place for a small company with no revenue stream. I am trying to find a silver lining here and one possibility is that majors will have a strategy and some excellent projects simply do not fit in it, majors pass, then those projects are picked up by others and become a success. Somebody mentioned GGP as an example recently, and I believe Newmont passed on nearby Burrita which was subsequently proven up and sold for $1.2b. I would like to hear other examples. Seems like a longshot to me, if Anza was Tier 1 why would both majors pass?

I wonder if Brad is getting (bad) legal advise from AGEOS? I have posted my legal analysis for free here and also emailed OMI with the question for the webinar. The contract states 90 days from Phase 1 completion to setup the new structure for Phase 2. Very clear to me and it is about time that OMI put our "partners" on notice of this.

Https://www.youtube.com/watch?v=dH3uTigYUro

I guess most here bought in because of the backing of a major JV, with "free funding" of the project to PEA stage, with at least $30m of investment. Now that the Phase 2 $20m of investment is off the table my investment case is also.

I also do not accept Brad's comments about there being no time limit between Phase 1 and Phase 2. Utter non-sense.

Very disappointed.

Well, it seems the chat on this board has forced an early explanation rather than wait until the webinar.

JV partners, or at least one of them, want out. But if they do not enter into Phase 2 they lose all rights so, they want to enter into Phase 2 to get their 51% but want to delay this because once the clock starts ticking on Phase 2 they need to spend or pay OMI $4m per year. This is bad for us unless we can stop them progressing to Phase 2, legalistic and against terrible for us to get involved in such a dispute. One silver lining is if MMA can get a big buyer for their 51% valued at X and then we have a clearer valuation for our 49%.

My shares are in a SIPP so I cannot just move them out to a completely new non-UK broker, which would require me to open a SIPP with the new broker. No, I will just hold the shares I think, as I will not accept being a forced seller.

Director buys! Small but still better than nothing.