Member Info for Chicmiller

n the event that Boothbay is issued with any new Ordinary Shares pursuant to a conversion of the Loan Note, it will be issued with one warrant attaching to each new Ordinary Share issued, with an exercise period of 18 months from the date of grant and exercisable at 85 pence per new Ordinary Share ("Conversion Loan Warrants").

Right, so the loan shark can convert at 85p for 90 days (a 57.5% discount) if the shares do not utterly collapse in the interim, or a 35% discount to the 5-day VWAP thereafter. But don’t worry folks – we’ve been told the discount is just 24%......no wonder the loan shark took the option of repeating the trick to raise the loan up to $500,000 if it wants to.

And finally, we are told:

The Company has also agreed to issue 470,588 new Ordinary Shares at a price of 85 pence per Ordinary Share (the "Director Fee Shares") for a notional value of GBP400,000 to Alegana Enterprises Limited (a company beneficially owned by John Zorbas) in lieu of unpaid directors fees and salary that were due for payment in cash. Each Director Fee Share will have one warrant attached, with an exercise period of 18 months and exercisable at 85 pence per new Ordinary Share ("Director Warrant"). The unpaid fees and salary have been accrued over several years and have been disclosed in the Company's audited financial report and accounts. Following the issue of the Director Fee Shares the remaining amount owed to Alegana Enterprises Limited is GBP263,111.

That’s all very well, but all those director fees are for head honcho John Zorbas – and the discount is, again, 57.5%, not the advertised 24%, and he too gets warrants at 85p on a one-for-one basis. Goodness me, it is tough at the top.

And despite this generosity to Mr Zorbas, there will be £263,111 of director fees still outstanding so this deal doesn’t even clear the books.

I note that these director fee shares will, on admission, push John Zorbas’ holding up to 41.89% of the share capital. Is there a small issue with the Takeover Code here, for surely that holding should trigger a mandatory bid from Mr Zorbas, at 85p?

Not so fast: this POS is a BVI company which is not subject to the UK’s takeover code. On its website we are told:

The company is not subject to the UK City Code on Takeovers and Mergers ("the Takeover Code") nor is it subject to any similare legislation or code in it's country of incorporation (British Virgin Islands). The company has adopted some similar provisions to the Takeover Code in it's Articles of Association…..

But yesterday’s deal was waived through by the other directors so Mr Zorbas is off the hook. Lucky him.

What a complete and total POS. As I pointed out (yet again) yesterday, AIM-listed URU Metals (URU) was technically insolvent and for no apparent reason the shares had marched up to 200p, overvaluing this outfit by…..er….200p. Needless to say, the directors had a duty to raise money and at no-one-is-watching o’clock last night (4.56pm) we learnt that they had. But the company misleads over the massive 57.5% discount – and that is a best case scenario – and the company is STILL technically insolvent.

There were three parts to last night’s announcement, all of which involved new shares and attached warrants.

Firstly, £200,000 worth of subscription shares at just 85p – with warrants attached, also at 85p, on a one-for-one basis will hit the market. 85p as against a closing price of 200p yesterday is a 57.5% discount. But rather than ‘fess up to the drive-by shooting of its shareholders in the dead of night, the company tells us:

The Subscription Price represents a discount of approximately 24% to the Volume Weighted Average Price ("VWAP") of 111.5 pence between the period of 1 April 2020 and 5 May 2020.

So that’s alright, then – the 57.5% discount is only 24%. No doubt head honcho John Zorbas thinks he’s done punters who paid 220p yesterday (and yes, there were some) a favour!

But it gets worse, for there is also a death spiral – and it is a death spiral on steroids:

Additionally, the Company has today issued a US$250,000 Convertible Loan Note (the "Loan Note") to Boothbay Absolute Return Strategies LP ("Boothbay") , a USA based financial institution. Boothbay has the option to increase the size of the Loan Note to US$500,000 prior to the maturity of the Loan Note. The Loan Note is unsecured, matures on 31 May 2021 (or such later date as the Company may in its sole discretion determine), carries no interest and is convertible at the lower of:

(i) a voluntary conversion price triggered on serving a conversion notice (being 85 pence per share for a period of 90 days from the date of the Loan Note; and following expiry of the 90 day period, a 35 per cent. discount to the Volume Weighted Average Price ("VWAP") per share in the 5 trading days prior to the noteholder serving a conversion notice);

(ii) on an equity fund raising of not less than US$5 million (excluding a Loan Note conversion), a 35 per cent. discount to the price per share paid by investors on such a fund raising;

(iii) on a share sale (meaning a sale of Ordinary Shares giving control of the Company, whether for cash and/or by way of exchange for shares in another company and/or for other consideration, and whether or not control of the Company changes as a result of such transaction), a 35 per cent. discount to the price per share paid on the share sale; or

(iv) if there is no conversion notice served, fund raising or share sale prior to the maturity date, at a 35 per cent. discount to the VWAP per share in the 5 trading days prior to the maturity date.

5 mins until the share price crash

That’s one h eck of a death spiral loan

So what about m1 m2 m3 m4 m5 m6 etc etc etc , have we just to forget they ever existed and all the millions wasted on them.

Always had a soft spot for uru , it was my first ever aim share. Bought in on the spike at 3.2 p ( £ 3200 ) in today’s money and watched it fall day after day before I sold at a huge loss , it’s on my watch list but I think uru will go the same way as anr and mrs sadly.

make that around £1.6 million. For a company on a market cap of just £1 million that would be a herculean task. In the car-crash of an economy in which we now find ourselves, it is doubly so. And of course there is that fine Mr John Zorbas – whose presence also graced Management Resource Solutions (ooh, er MRS) and on which he lost a stack of URU shareholders’ cash.

IF the cash is raised at all here, I suggest the discount will be eye-watering. Alternatively, it will be a one-way trip to the corporate knackers yard. Either way, this is a total bargepole – SELL!

AIM-listed URU Metals (URU) has announced an update on its mining right application as announced on 11 December 2019. Except it was first announced not in December just gone but at least as far back as May last year. Still, never let the truth get in the way of a good story with which to ramp the shares. We are told that...

The Final Scoping Report ("FSR") has been accepted and the approval to proceed with the Environmental Impact Assessment ("EIA") phase has been granted.

Well that’s all good, except….

The specialist studies related to the EIA phase were planned to commence at the end of March 2020, but due to the Covid-19 lockdown in South Africa the studies had to be postponed. The EIA phase will commence as soon as the lockdown in South Africa is lifted, which at this stage is expected to be the 30 April 2020. The focus of the EIA phase will be to expand on the impacts and mitigation measures identified in the scoping phase, and is expected to cost GBP250,000.

The company has decided to prepare an extension request for the EIA phase to be submitted to the Department of Mineral Resources and Energy as soon as the lockdown in South Africa is lifted. The extension request will be based on the delays caused by Covid-19.

So the EIA is already going to be delayed – let’s hope the authorities offer a kind ear to the extension request. But the big problem above is where is the £250,000 to pay for the EIA going to come from? Referring to my article at Christmas (see HERE), I am reminded that this outfit has been technically insolvent since its half year at the end of September, which I reported on upon publication: net current assets were MINUS $1.02 million after the company posted a loss for the period of $230,000 and the balance sheet sports $2.67 million of intangibles out of assets of $2.74 million. Just how bad are things now?

And to underline this nonsense, at the end of September cash was already down to just $78,000. There is no prospect of paying for this EIA fairystory – unless, of course, the company gets a bailout placing away via the spivviest bucket shops going. That, I suggest, is the real reason for the apparently good news RNS. And at the current mark of 120p, the market cap is just one million. I would suggest that the company needs:

- $1 million to see off the net current assets deficit as at September

- Another $0.23 million (at least) to cover H2 losses

- A further $0.46 million to cover ongoing losses over the next twelve months so as to persuade the auditor to give the company a clean bill of health in the going concern department when the full year numbers are done

- And of course £250,000 to pay for the EIA.

I make that around £1.6 million. For a company on a market cap of just £1 million that would be a herculean task. In the car-crash of an economy in which we now find ourselves, it is doubly so. And of course there is that fine Mr John Zorbas – whose pres

Set a buy order this morning for 175 at half 7 and then went for a run thinking it probably wouldn’t trigger , finish run to see that rns ouch , wish I hadn’t bothered. Darn you petrofac , releasing an rns at 07:37 after I had checked them all at 07:30.

Don’t waste your money, this is a lifestyle company. Trust me I learned the hard way.

Jam tomorrow then another placing

Don’t care about there poor shareholders that paid 0.28 yesterday, don’t trust them

Does that mean the warrants can be cashed by the last fundraise participants

Wow just logged in , when I last checked this morning it was 740. Getting close to my average of 1020 , was resigned to losing the lot on Friday at 700. Now I’m feeling confident now

The shorters know a bid is coming and are driving out the weak pi’s to collect as many shares as possible, the same happened with footasylum where they shorted down to 22p before the 80p takeover.

On January 6 Bahamas Petroleum (BPC) announced that it was raising £2 million at 2p from a Bahamas based fund. On January 30th it issued a ramptastic roadmap to drilling RNS and the shares rocketed. What more did oily spiv Jerry Keen and his colleagues at broker Shore Cap need to whir into action.

Shore cap’s target was to raise £10 million at 2.75p. Given tat the shares are now trading at c3.75p surely the oily one could manage that? It seems not. The placing was officially pulled last night.

Perhaps, in light of that, Bahamas might care to update us all on its financing options and requirements going forward?

Go on shorters do it

On the 1200 bookbuild it dropped to 1206 then bounced off it

Fantastic hopefully the price drops to 1250 so I can get back in. Personally can’t see it as there’s too many people waiting to buy.

Think I’ll wait for 165 , the down trend is too steep to bounce off 170. Probably hit 160 again before heading to 200 again , but I’m not greedy so 165 will do me