Member Info for Dave85

1/2

Imo, actual context/perspective of.....

"Multiple soil anomalies were defined with a peak value of 535ppm copper and with sufficient ground control to allow for drill testing."

After a quick flick thru some old rns'.

https://www.lse.co.uk/rns/ARCM/large-new-target-identified-at-zamsort-thfbxz58b0948wz.html

"This is very encouraging news - especially having been identified by the discovery team of Kamoa"

"Recent targeting work, completed by African Mining Consultants and Douglas Haynes Discovery Ltd, has identified the new 6km-long West Lunga Target, one of eight high priority areas (Table 1.) identified within the licences. The target (see figure 1. & 2.) is defined by anomalous copper over 6km of strike, with peak values of 463ppm Cu"

https://www.lse.co.uk/rns/ARCM/significant-new-targets-discovered-at-zamsort-27bvblehhnac6l1.html

"Cheyeza West is the most exciting of the new targets with a core 3km x 3km anomaly outlined by very high Cu values in the soils enclosed by the wider 10km x 8km Cheyeza anomaly"

"Cheyeza West" "Core 100ppm Cu anomaly over 3kmx3km enclosed by wider anomally"

"Nyambwezu" "Moderate to high geochem, 100ppm to 200ppm Cu"

"The Lumbeta target, the Company's second ranked and stretching for 11km, is associated with the crest of a fold. These hinge points in a folded environment can act as mineralisation traps and form high grade deposits."

https://www.lse.co.uk/rns/TYM/option-agreement-8211-zambian-copper-prospects-yphejpn7ydzhtb7.html

"As a director of African Mining Consultants, Mwashia's principal is well connected in the Zambian mining industry and has enjoyed recent success as consultant to Ivanhoe Mines during their discovery of the giant Kamoa-Kakula copper deposit in the Democratic Republic of Congo. We are very much looking forward to working with Mwashia on these copper projects."

AIMO

https://www.mining.com/kinross-gold-sells-russian-assets-at-half-the-agreed-price/

Far more positive than headline suggests, imo.

ATB

4/4

Personally, selfishness trumps any consideration of what a certain vote/deal outcome would mean for the benefit to any other entity.

Just opinions and how I see the situation - posting unusually (for me) as information that is possibly useful to others. If in fact there is incorrect information in the above please point it out.

Finally I think this could quite easily be the best time and way (from now) to sell up and move on, the future is obviously unknown and situations can definitely get worse. I just try to judge risk reward and understand how much things can, and have previously, change/d over relatively short time periods whether that be regarding the terms of a sale, or the action of a govt, or the perception/expectation of a shareholder.

AIMO ATB

3/4

Having considered the deal, interviews other posters view/comments I know how I will vote, have changed my holding quite substantially in the last days and don't intend to influence anyone else, because lost opportunity on the one hand is countered by real and apparently still increasing risk of relatively even less value realisation (if any) on the other hand.

I do think, however, that in retrospect, all those involved/future observers would prefer to look back on a 'rule of law' (however forcefully and opportunistic it may appear at the time) change of control rather than either an effective nationalisation or expropriation without fair compensation type change of control. The former having negligible detrimental effect on a nations/govts investment rating into the future, the latter likely having a significant effect even if from an already relatively high level as maybe the case. The threshold of motivation to complete the latter is much higher than the threshold of motivation to complete the former which speaks to the consequences involved in each. This may seem trivial in the current circumstances and some may make sweeping assumptions about investment ratings far into the future but inevitably things change and sometimes change can be swift, what doesn't change is the location of a deposit.

Kinross is/was in very different position to amc, they are an operating multinational with institutional grade investors - the type to self sanction have their own esg policies and see risk in very different ways to an individual PI, this is one of the few advantages a PI has - total personal discretion of investment. Amur can seemingly virtually hibernate (relatively) (post mine plan) completing paperwork and keeping a low profile awaiting inevitable change (may get worse or better). The kinross terms appear less uncertain and with shorter timescales despite the much larger amounts of dollars (not implying less onerous/detrimental - I don't know) and have backing that is more specific (tied to shares etc) c.f. personal guarantees. Not suggesting if amc were to choose to sell now, that this 'kind' of structure is not required but the specifics (payment timescales, payment amounts (not necessarily proportions altho that also seems likely flexible), security terms etc) appear to have flex even when comparing the deal example cited by RY. I am suggesting - amc has an option to sell now, under the circumstances, or not and see what the future holds, imo.

AIMO

2/4

Considering this deal has the recommendation of the BoD, my opinion sees the following most likely potential outcomes...

If a show of hands looks in favour of a yes vote - chair will declare the resolution passed and no poll will be conducted - KM is sold.

If a show of hands looks in favour of a no vote - chair will (or 'should' (hopefully)) request a poll which will then be conducted, (all other forms of voting, correctly make on time will then have relevance (affect the outcome from the meeting)).

If a show of hands looks close - no clear favour towards a yes or no vote (already subjective) - then the chair (imo 'should') request a poll which will then be conducted. There seems room for 'seeing what you want to see' to creep into this scenario. Also the wording (of articles 50 and 51 in my post 11:15 11/05/22) is such that it seems to still give room for the chair to declare the resolution past even in the instance of a clear no vote via show of hands but given the 'broad daylight' nature of the situation hopefully a clear show of hands towards a no vote would trigger a decision to do a poll.

The above possibilities hopefully draw attention to the importance (and likely partial PI empowerment) of attending the meeting and voting (initially) by show of hands. If this step in the process is not 'won' all other voting will most likely be completely irrelevant (those votes will never even be counted). A clear favour towards a no vote upon the show of hands stage seems the only real chance of ensuring (hopefully) a counting of all votes correctly cast will actually occur - all Pi (who are against this deal) having some say rather than just the ones who attend the meeting.

Reaching 10% of amc to demand a poll once at the meeting, would likely require some unfamiliar (to me) legal structure of some kind where voting rights from loads of PIs were somehow temporarily held under one umbrella. No idea what I'm talking about here except to suggest it is very unlikely going to happen, but that seems the only definite way to ensure a poll, even then many shares can be issued on the run up to the meeting therefore unrealistic, imo.

I have requested a letter to attend the meeting from Barclays, the letter will be sent to the guy on the phone I talked to, and he will redirect to my address (they will happily change to an address of one's choosing (work for example)) via recorded delivery to improve the chances of one/someone being able to sign for the letter. Apparently should a problem with the post arise a password protected email form of the letter can be sent to myself the day prior to the meeting.

My tickets are booked <40 quid same day return from 'the north' effort and expense seems worth it, luckily I have the freedom of deciding how I spend my time, understand thats not the case for many.

AIMO

1/4

Barclays

Q. How many days notice do you require to vote on my behalf (verbal instruction over the phone).

A. Seven working days

Q. Can you supply me a letter which allows me to vote at the meeting and how many days notice do you require to provide it

A. seven working days (side note there was no charge for service)

Q. Can I instruct one account in my name with you, or one part of one account holding with you, to vote and the other part remain tradable.

A. No, vote will apply to all your holdings with us across all accounts you have with us.

Q. Someone I know holds shares but is unable to attend the meeting can they ring you request a letter to attend and then appoint me as their representative at the meeting.

A. No, this would come down to the arrangements possible through AMC (likely no then).

Q. If I wish to increase my holding prior to the meeting (after instruction to vote/requesting letter to attend), can I make those new votes count in the event of a poll.

A. If you do that (increased holding) and then contact us again and there is still time (on a best endeavours basis) to vote on your behalf then we would do that for you.

Don't usually post other than recording thoughts and info but this seems worth the effort and justifiable, I could be wrong and the following is just my opinion based on my understanding of the relevant documents - happy to be corrected and no insinuations are meant in anyway whatsoever...

Not that I have read every post (far from it) but to me I've seen very little discussion on how the voting will actually 'be applied' towards deciding whether the resolution to sell off KM gets passed or not.

I've seen lots of emotional postings of broad dissatisfaction (towards a deal which has not happened and 'could' (likey) be prevented) - understandable, yet completely ineffective towards achieving any wished for outcome.

I've seen lots of post re how to request brokers to vote on ones behalf etc - thanks Ive found some of that very useful - however in this case this is also potentially completely ineffective.

From what I understand there is a process, an order of hurdles to over come, a hierarchy of voting.

A chair will be appointed at the upcoming meeting. Whoever that is (likely one of bod) has a lot of power.

The vote will be put to a show of hands. Here the lowly pi 'should' have the advantage, being, individually in possession of relatively very small numbers of voting rights but being far more numerous as a category of shareholder.

Joe blogs from where ever having 1 share of amur (1 voting right) has as much of a say (can raise as many hands) as the representative of some entity ultimately controlled by the offerer or TB/RY etc.

Upon a show of hands the power to decide whether to then proceed to a poll (count the actual votes cast (including those done on behalf of non-members by one's broker) rests soley on that appointed chair of the meeting.

AIMO

Great news for arcm, looking forward to seeing what they they find, seems to have happened pretty quick since the requisite consent judgements rns less than 2 months ago, think nvs has done very well here - min 30% while all those kms of drill results come in, cash for Botswana too, Zambia is hot right now for sure.

The phase 1 approx 3.5yrs spend etc requirement to retain 51% but initial 70% - does this suggest AA expect to make an offer before end of phase 1 I wonder.

AIMO ATB

AIMO ATB

“under aim rule 15 significant change to company, which this proposed sale is, a 75% approval is required”

My understanding is different to yours. I think the reference to 75% in the Rule 15 wording refers to various tests to determine if a fundamental change is to occur (in multi asset companies - could easily be quite contentious - hence tests exist) think they are; assets /profit /consideration and gross capital, related.

https://docs.londonstockexchange.com/sites/default/files/documents/AIM_Rules_for_Companies_January_2018.pdf?msclkid=e73884e8d10f11ec81c982c1a5025d11

“15. Any disposal by an AIM company which, when aggregated with any other disposal(s) over
the previous twelve months, exceeds 75% in any of the class tests, is deemed to be a
disposal resulting in a fundamental change of business and must be:

— conditional on the consent of its shareholders being given in general meeting;

— notified without delay disclosing the information specified by Schedule Four and
insofar as it is with a related party, the additional information required by rule 13;

and

— accompanied by the publication of a circular containing details of the disposal and
any proposed change in business together with the information specified above and
convening the general meeting.”

Aim rule 15 doesn’t stipulate any voting percent requirement in regard to a fundamental change of business passing at the mandated general meeting.

In this instance the mandated circular has today informed non members that the “conditional on the consent of its shareholders being given in general meeting” element will be satified by a “majority” which I interpret as 50%+.

AIMO ATB

Circular has been added to website one day after it was rns’d (as far as I can tell was looking last night) as such...

https://amurminerals.com/content/wp-content/uploads/Kun-Manie-Circular-May-2022.pdf

Pg 9/14 under heading “General meeting”

“The Resolution will be proposed as an ordinary resolution. For an ordinary resolution to be passed, a majority of the votes cast must be in favour of the resolution”

“Completion of a Form of Proxy will not preclude Shareholders from attending the General Meeting and voting in person if they so choose, Proxies may be appointed by either: • completing and returning the enclosed proxy form; • appointing a proxy electronically online at www.signalshares.com; or • using the CREST electronic proxy appointment service (for CREST members only).”

Simple majority needed 50%+

https://amurminerals.com/content/wp-content/uploads/Amended-and-Restated-Memorandum-and-Articles-of-Association.pdf

Memorandum and articles of association pg 25/47 under heading of

“PROCEEDINGS AT MEETINGS OF MEMBERS”

50 “At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a) by the Chairman; or

(b) by any member present in person or by proxy and holding not less than one tenth of the total voting shares issued by the Company and having the right to vote at the meeting.”

51 “Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands been carried, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.”

Best to be there? Seemingly very much so.

Just my very quick 1st impression (quick scan as busy unfortunately) so could easily have missed important bit/s) and to correct my previous post (yesterday) re needing 75%, apols.

Looking more likely already beyond reasonable expectation of pi power, much motivation required.

AIMO ATB

2/2

I strongly suspect PIs still have the ability to prevent this deal but motivation to actually cast a no vote (if they decide that is their wish) will likely be key.

If I were the purchaser I would try to create the impressions that this is a take it or leave it deal, and that the vote is a given - it'll be yes anyway/the lowly pi is powerless, you'll get more from selling the shares now than you'll ever get from KM sale once discont factors applied uncertainties factored in.

Maybe, the more accumulation that occurs the sweeter the deal will get as they are increasingly paying themselves, however, any 'playing along for now' with this in mind is a very dangerous game, imo, it would need a on-side motivated board (2b shares max issue - (>25% backup)), an attentive register analysis and shareholder organisation/cooperation - not apparent for amc.

Relative to voting yes a no vote outcome is more unknown.

Relative to anytime in the last five years this seems the (up there at least) absolute worst time to sell KM.

The down side from the offer to zero is much much smaller compared to the upside from the offer to potential future proceeds from KM (from a future sale or otherwise) therefore risk reward dictates a no from me.

The idea of 7p all cash was a no from me, anchoring me to 105 usd with these terms won't change my mind to a yes if 7p all cash suddenly appeared as real later, btw. Happy to wait for more, don't know if that is right or wrong tho obviously. Upside vs downside viewpoint whilst considering knowns and unknowns.

Obviously these 'knowns' are what I think I know so please correct if I'm wrong. Very open to hearing views why a yes vote is in fact the way to go.

AIMO ATB

1/2

Just recoding my personal thought process, I tried to take a step back and be holistic....

Timing is important in investing

Just because amur is vulnerable due to the current geopolitical situation and an entity is attempting to leverage the situation, doesn't mean shareholders should choose this time to press the sell button with a yes vote.

Look at the precise timing of this offer - at a time of extreme fear in wider markets.

RY from 17.34 mins (below link) explains cost of mine plan to be in range of 300k to 1m usd this would seem to be well within affordability of amur based on most recent cash balance. Have read chat here and elsewhere that we can't complete mine plan due to lack of funds and that that would lead to license loss - this view point doesn't seem to stack up against RY statements/cash levels in amur (post sale of CHL/NRR for >6m usd)?

https://youtu.be/GlCA0vKi0_Y

I think it is important to understand what amur owns - one of very few known/advanced large scale Ni sulphide deposits in the world, at a time when consensus is for very near future very high industrial demand for materials produced from such deposits.

Discoving such a thing is very rare, advancing such a thing to where KM now sits is very time and capital intense and happening to have ownership of such a thing at the upturn of a commodity cycle where Ni & Cu are expected (many gigafactories already, more coming) to see positive demand shifts is a great position to be in.

I also think its important to realise both what we do not know, when will Russia/Ukraine situation ease significantly/end, how many shares the purchaser already controls, how much of any funds raised would actually get to SHs, what the reaction to a no vote would be.

&

What we do know (from articles) 75% of votes that are actually cast are needed for sale to happen (- I suspect purchasers success at present would rely on some non-voting), once sold KM is gone, once yes vote wins everything is out of our hands, if the sale is voted against we keep KM and have a chance to get better deal later (week later or 1 yr or 5 yrs), this is a time at which KM is valued by industry at the very low point of a range of fair value (& that FV was calculated at nickel prices much lower than now and a little goes along way with Ni price sensitivity), time value of money is an increasingly signifcant consideration due to very high inflation, cash balances are sufficient for amur to wait this situation out for quite a while yet, the likely buyer was always more likely to be non-western so current/prolonged western sanctions/attitude change has less effect on eventual sale/funding etc, current sanctioning doesn't include amur, there is current interest in acquiring KM and this was the case before the war too, the hard sell is being put forward by some to vote yes, Russia/Ukraine unrest will ease at some point, we get to find out the reaction to a no vote only if a no vote wins.

AIMO

Reached > 1m holding today for first time, really like look of Molaoi and been looking for another zn ag angle for pf so left field addition of greece been nice surprise, so far rock for me has had an overwhelming low grade mental label but with potential for huge tonnages in great areas together with great land packages leading to discovery potential that sets it apart from many - combining this with my opinion of direction of cu au prices - has been a nag to accelerate additions to my holdings here, satisfied that nag today (averaging down) hopefully at close to a low point in sp, been in since papua days so I must view my av in that context, such a spikey sp history since rockfire name arrived but can easily see how mcap soi combination can stabilise sp >2p and build much further over time. Remember reading some negative views on july 2020 cr at c.1.6p and remember defending the move as sensible because au could easily pull back and so would sentiment/ability to raise so cheaply, looking at what actually played out seems it would have been better to raise more if anything, sentiment plummeted and news would have had to have been extremely good to counter the money flows, things can change quickly as can be seen from rocks history including at times closely following a lowly cr. Personally b/e point has almost zero input towards my decisions to sell unless I am not up to speed on the co and or in a funds required state (under duress (very rarely applies to me)). Long term hold attitude should work well here.....eventually, admittedly certainly not the case at the moment - in some ways a current reason to buy now - in itself - what is the rationale for selling sub 0.7p based on sp history?

AIMO ATB

... is that my holding is now 100% isa wrapped thanks to this mornings bed and isa.

Experienced days/news like this before here and elsewhere but I mainly see it as potential upside reduction, long term remaining very confident of profit.

Locked in a realised ~50% loss on todays transaction - so helpful tax wise.

Important to consider the total funds potentially raised today and the average price (if fully exercised / triggered) in relation to mcap of kefi couple of years ago.

Hoping this is the last one pre TK closure but not operating under this assumption.

"It is expected that these funds will be sufficient to fund any necessary KEFI equity capital subscription in its subsidiary Tulu Kapi Gold Mines Share Company required as part of the broader identified US$356 million Tulu Kapi development funding syndicate."

Long term hold stratergy continues, mistimed April 2021 buying painfully apparent for a long time now but the most I have paid for a kefi share is 4.5p ish and still can see a chance to sell even those for profit easily inside of a few years.

2.4p warrant trigger for 5 consecutive days - isas would be showing some very pleasing tax free gains should that occur.

Strongly feel they should do what's necessary to keep 30% SA - looking amazing.

AIMO ATB

Hope it comes off, happy holder here, current shareholders rewarded - not always the case.

6p cln, rto, Court case proceeds (if any) to those now locked in. Kibo and now here (nice lockins imo) my wres (not nice).

Approx 50% underwater here at mo.

AIMO ATB

Glad I was up to the wait, holding actually very close to my ath.

Just flicked thru rns for now looking forward to a proper read thru the detail.

AIMO ATB

From my post 12/08/21 (1/3)

Potential dilution at 85p

235,294 + 423,530 + 423,530 + 470,588 = 1,552,942 raising £1,320,000 but causing (current issued 1,646,691) 94.3% dilution.

Seems (?) the 235,924 subscription warrants have expired unexercised as have the 470,588 director fee warrants as of Nov 2021 (18 month expiry).

Today is (?) the date (currently at least (could be changed again)) the note matures according to the 20/09/21 rns (“extend/ amend” aka bring forward), not confirmed in interims @ end of note 9 (still 31/05/21) – which correct? – should find out soon.

Assuming 5day vwap approx. £2.10 conv price (x 0.65) would be £1.365 this would modify the two 423,530 figures in above sum to c. 280,000 (381,000 / 1.365 = 279,121).

Seemingly today’s equivalent sum to above would be – potential dilution at 85p

0 (expired unexercised) + 0 (conv@ c.£1.365) + c.280,000 + 0 (expired unexercised) = c.280k

Add to this the amount in the 12/08/21 category…

…(A) Any none converted boothbay convertables (2) issued via conversion after 29/08/21 – after this 35% discount to vwap clauses kick in.

As calculated above as c.280,000 at c.£1.365

The £579,000 (950k CAD) loan (interims (n14) – “As at 30 September 2021, the Company owed USD $746,000 to” JZ), the below outstanding salary & unknown salary due since (interims $627,000) are the remaining known unknowns it seems.

(B) Alegana’s owed £263,111 (presumably plus any directors fees accrued since 06/05/20).

Slowly over time the apparent dilution at or ‘close’ to 85p seems to be gradually reducing – previous potential dilution at 85p was 1,552,942 (94.3 dilution) now being 280,000 (17% dilution @ 85p) or (including ‘known close to’ ((280,000 x 0.85) + (280,000 x 1.365)) / 560,000 = 564,200 / 560,000 = 560,000 at weighted av sp of £1.0075 (34% dilution) and that includes not only (1) to (4) inclusive (from previous post - 12/08/21 (1/3)) but also (A) too.

From 94.3% at 85p then, to c.34% at c, £1.01 now = improvement in my eyes.

Very interesting recently reported intercepts – bodes well, imo, comparisons to previous rns’ over the years also v interesting, imo, outstanding holes & ML much anticipated.

Been busy recently so could easily be wrong / out of date with above.

AIMO ATB

Massive tick for my investment thesis here - happy days.

Nice section explaining disparity between CB interview and recently rns'd metal content cf mmih's previous update.

Either way its huge - 'reality' of mankayan project at 27.5% ownership, pricing in process 'should' start today.

Phew was my initial reaction - bzt is largest ever capital stake for me.

AIMO ATB

...as my time to average up (6.26p now). Hopefully I've chosen, nearish a low point.

ATB

another 476 @ 125.812p

Fantastic news. Great work and thankyou HMI team.

ATB