Member Info for breaktwister

AGEOS, "enter into" means register or otherwise give legal effect to. The second part cannot be clearer, "legally establish a JV company" (I have summarised as the types of company available are irrelevant). The words are right there, no implication or inference needed.

It is clear that the 90 days was intended as a time period for the parties to "get their ducks in a row" for the Phase 2 JV company, subsequent to which the Phase 2 clock starts ticking. Brad will need to answer why OMI have decided that this interim period should be extended, especially in the face of project "care and maintence" from our partners, which usually means medium-long term. Reading the agreement I am furious with the delay in formally beginning Phase 2, it is against OMIs interests to permit delay on this.

And the date of creation of the new company is the date that Phase 2 begins. This is crucial for OMI. Brad needs to explain why they are letting MMA delay this.

AGEOS, thank you, but I respectfully disagree. The whole paragraph reads "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." This clearly means that the new company, in whatever form is deemed applicable/lawful/advantagious to to the parties is created within 90 days of Phase 1 earn-in completion.

AGEOS, I do not know how I missed your post from 24th April, I was not aware the Agreement was in the pubic domain, so thank you for the link. I have read the agreement, I hold an LLB so this is not a layperson attempt, and things that stood out to me on first pass are:

1) MMA completed "Phase 1 Earn-In" back in September, RNS at the time confirmed it. The new company to crystalise the new ownership stakes 51% to MMA was to be formed within 90 days of this earn-in which has not happened. There must have been some agreement made by the parties to extend this; I can perhaps understand some goodwill from OMI, but at this stage the goodwill must stop. The new company must be formed to begin Phase 2. In the absense of any plan to restart drilling, OMI must serve notice of breach of s9(a) which means OMI can terminate the JV and retain 100% rights over Anza.

2) Exhibit C s3(d) sets out the consequence of Phase 2 non-performance, once it has started. If MMA do not spend $4m per year, they need to pay OMI the cash directly. If they do neither, they will fail to complete Phase 2 and OMI will own 51% stake in the JV rather than 49% (Exhibit C 2).

Throwing $2m at this a few weeks ago only for them to not progress/default on Phase 2 does not make any sense to me at all. There must be some other negotiations ongoing around ownership and/or management of the project.

Scrap that, 8p is optimistic considering that the question will remain as to why two of the top miners in the world are potentially walking away from the project. Eagerly awaiting the webinar.

LW yes! I agree with you. TPI note is clear but so is their disclaimer, I would rather get the confirmation of contract terms from OMI directly and expect price to return to 8-10p region if Brad confirms in the webinar "100% ownership will return to OMI if MMA do not spend $4m per year once Phase 2 formally begins" (caveat $3.65m carried forward which buys them some time).

I agree with LegalWolf's 5 points. One of the issues for us at present appears to be that Phase 2 has not yet formally started (as far as I can tell) this is one of the questions I emailed Brad. We need the clock ticking on Phase 2 as thankfully it appears that an MMA default/failure to spend $4m per year, will return 100% ownership to OMI. This is certainly a silver lining that means pressure is on MMA once Phase 2 starts, but I am hesitant in relying on TPI for this, will need OMI to confirm. I wonder if there is any protection against MMA dragging out the transition? We need the clock ticking on Phase 2.

Https://turnerpope.us18.list-manage.com/track/click?u=d9ebd7c1aa0f3dbc5fab42eca&id=d1b834e5ef&e=b32e82fba2

Found it in my emails.

Has anyone got link to the latest Turner Pope note that DrR referred to? I cannot find it on their site, last note is from March. The table within it indicates that the required expenditure for Phase 2 is $4m per year. So whether the clock is running on Phase 2 and if so from when is a very important point. https://www.turnerpope.com/wp-content/uploads/2023/04/OrosurMiningInc._Research_Update_2_March_2023__FINAL_BG.pdf

In my view it has started, the RNS states that MMA "have earned 51%". The exact date will be determined by the contract conditions, and confirmation of Phase 2 start date was within the questions I emailed to the company. It should be obvious that these things should be communicated properly.

ISpy, fair questions. My thinking was along the lines that Agnico seem to be causing some of the friction, wanting terms changed, perhaps wanting a bigger piece of the pie, drilling in the wrong direction to turn up nothing then downing tools, Brad's comment "they can bugger off". etc. I have no evidence other than the snippets gained by paying attention but there is friction somewhere. Hopefully this can be resolved and re-start drilling at Anza, that is the only thing that matters for OMI share price.

DrRem: "Ideal case scenario for me is we go back solely with Newmont, no Agnico, they fund us and let the Orosur team lead exploration." I agree and perhaps this is a scenario in play? Agnico will want compensated for their investment to date. Or it could be the other way around and Agnico wanting to take over. Who knows and Brad may not even know, he cannot be expected to know the strategy of two majors unless they tell him and agree it can be made public.

This upcoming webinar is the first I can remember where I literally have no idea what the outcome will be. If there are no contractual protections against MMA non-performance we are screwed and stock goes lower.

re: voting rights, I cannot recall the details of how it came to light that our votes via the usual retail brokers were not being counting, I have a vague recollection that there was a vote on options and a lot of us said NO via our brokers but OMI claimed that 99% of votes where YES. Please correct me if I am mistaken. Can we not ask OMI to provide evidence of the votes obtained ? They are likely to say it is not their problem if our broker fails to notify them of our vote.

No excuses left for them now, if they are not buying on this dip then we need to vote them out and make complaints to the market authority if our votes are being barred.

Terrible article written by someone who hasn't the faintest idea of what they are talking about, and clearly did not even spend 30 minutes looking at the history of the project and drill results to date.

I have emailed these to Brad also. No doubt he got a lot of emails hence the webinar. The main ones from me:
1) Is there any contractual protection against MMA sitting on Anza as 51% owner for the life of the mining concession, yet do nothing to progress?
2) Any penalties for non-performance of Phase 2 obligations?
3) Has a new company been formed with MMA/OMI 51/49% ownership? If not, who holds the mining concessions at present?

If getting Brad to read these posts we should bump Jackbals "bean-headed gimp" to the top

I cannot purchase any more until I understand what contractual protections we have against a complete mothball by MMA, in particular if they decide to sit on this for years.

Reading between the lines it appears that OMI has transferred the concessions to MMA upon their "earning 51% of the project". If so, MMA holds all the cards unless the JV agreement, including any recent Phase 2 amendment, states otherwise. There must be something in the contract to prevent them sitting on the project and doing nothing for years, for example, what if they fail to meet the Phase 2 obligation, do they still own 51% after 4 years and can therefore sit on Anza as they please into the future? Perhaps wait for OMI to go bust then they own it all for not spending a penny? Happy for anyone with knowledge of mining JVs to chip in as to what the usual terms would be.