Member Info for dcode

In a detailed Q&A and investor call, Theo stated that the working range for the total CapEx to refurbish, upgrade, and fully restart the project is between $80 million and $120 million.

Infrastructure Value: He often points out that they are inheriting over $500 million worth of existing "brownfield" infrastructure (shafts, plants, tailings), which is why the restart cost is relatively low compared to building a new mine.

The "Gap": The difference between the initial £5M/£8M and the ~$100M total will likely be covered by a mix of debt, streaming/offtake agreements, and royalties post the "Implementation Assessment"

Who remembers the call where they outlined the costs to refurbish and get to production, wasnt it eyewatering fundraising required?

Did I hear talk of this on the TG, someone said request lodged yesterday I think? any info?

30m mkt cap “spaffed against the wall “ to quote boris j, I think, thanks Jason, thanks all

Digging deep on the aim/small cap TG group, supporting NEO, I smell a rat

Needs to be live for trading, expected tomorrow

Sensitive soul Peter Edwards, didn't want this made known to Shuka shareholders on the TG group, As a concerned shareholder in Neo Energy Metals plc (formerly Stranger Holdings plc), I am writing to formally raise serious concerns about apparent breaches of the City Code on Takeovers and Mergers ("Takeover Code") and the FCA's Disclosure Guidance and Transparency Rules (DTR). These issues have emerged from reviewing the company's public filings, including the October 2023 Prospectus, subsequent RNS announcements, and the FY2024 and FY2025 annual accounts.

Key concerns include:

Rule 9 obligations and the 2023 whitewash waiver

A Rule 9 waiver was granted in 2023 for the reverse takeover and related transactions (including initial AUO subscriptions and GMI consideration shares). However, post-admission share issuances to concert party members—such as staged AUO tranches (e.g., December 2023 onward), director fee shares (October 2024 and May 2025), and the April 2024 LTIP granting 140 million options at 1.25p—appear to have triggered fresh mandatory offer requirements under Rule 9.2 ("creeper") once holdings crossed 30% on an issued-shares basis. No evidence exists of fresh Panel dispensation or a new mandatory offer for these later acquisitions.

Inadequate Prospectus disclosure

The 2023 Prospectus omitted any mention of a share-option scheme (beyond milestone-linked Performance Shares), mechanisms for directors to receive fees in shares instead of cash, or recurring equity settlements for advisors. The generic risk-factor wording about possible future issuances does not satisfy full, fair, and non-misleading disclosure standards. The working capital statement (sufficient funds for 12 months, no further finance needed) also seems inconsistent with the heavy subsequent reliance on equity to cover director fees and operations.

Breach of Articles cap on director fees

The Articles limit aggregate director fees to £300,000 per annum (or higher by ordinary resolution). Yet the contracted non-executive director fees alone total £348,000 per annum (excluding VAT, CEO/CFO salaries), exceeding the cap without apparent shareholder approval.

DTR/TR-1 notification failures

No public TR-1 notifications appear for concert-party crossings of major holding thresholds (e.g., from ~24% at re-admission to over 30% during 2023–2024 via AUO instalments and other issuances). This obscures changes in control and breaches DTR 5 requirements.

Misleading shareholder communications

Recent informal statements (e.g., from the Chairman in late 2025/early 2026 shareholder channels) focus narrowly on Prospectus-approved items while downplaying or omitting the post-admission LTIP, fee-share arrangements, and potential Rule 9 issues. They also appear to mischaracterise certain FY2025 remuneration entries related to a former director as purely legacy accounting with no economic effect, contrary to the audited accounts.

These matters have caused substantial dilution, une

The company's share price and trading status reflect ongoing governance and compliance problems.

I respectfully request that the Takeover Panel and FCA urgently investigate:

Whether the 2023 whitewash waiver's scope was exceeded by later acquisitions, triggering Rule 9.2 obligations.

Adequacy of Prospectus disclosures and any misleading statements.

Compliance with DTR/TR-1 notification rules for major/concert-party holdings.

Possible market abuse or governance failings warranting sanctions (e.g., mandatory offer requirement, disenfranchisement of concert-party votes, public censure, director disqualifications, or referral for further review).

Please treat this as a formal complaint and provide confirmation of receipt together with any reference number.

Thank you for your prompt attention to these serious regulatory issues.

To:

The Complaints Officer

The Takeover Panel

One Angel Court

London EC2R 7HJ

Email: complaints@thetakeoverpanel.org.uk

And

The Financial Conduct Authority

12 Endeavour Square

London E20 1JN

Market.Abuse@fca.org.uk

This is doing the rounds on TG As a concerned shareholder in Neo Energy Metals plc (formerly Stranger Holdings plc), I am writing to formally raise serious concerns about apparent breaches of the City Code on Takeovers and Mergers ("Takeover Code") and the FCA's Disclosure Guidance and Transparency Rules (DTR). These issues have emerged from reviewing the company's public filings, including the October 2023 Prospectus, subsequent RNS announcements, and the FY2024 and FY2025 annual accounts.

Key concerns include:

Rule 9 obligations and the 2023 whitewash waiver

A Rule 9 waiver was granted in 2023 for the reverse takeover and related transactions (including initial AUO subscriptions and GMI consideration shares). However, post-admission share issuances to concert party members—such as staged AUO tranches (e.g., December 2023 onward), director fee shares (October 2024 and May 2025), and the April 2024 LTIP granting 140 million options at 1.25p—appear to have triggered fresh mandatory offer requirements under Rule 9.2 ("creeper") once holdings crossed 30% on an issued-shares basis. No evidence exists of fresh Panel dispensation or a new mandatory offer for these later acquisitions.

Inadequate Prospectus disclosure

The 2023 Prospectus omitted any mention of a share-option scheme (beyond milestone-linked Performance Shares), mechanisms for directors to receive fees in shares instead of cash, or recurring equity settlements for advisors. The generic risk-factor wording about possible future issuances does not satisfy full, fair, and non-misleading disclosure standards. The working capital statement (sufficient funds for 12 months, no further finance needed) also seems inconsistent with the heavy subsequent reliance on equity to cover director fees and operations.

Breach of Articles cap on director fees

The Articles limit aggregate director fees to £300,000 per annum (or higher by ordinary resolution). Yet the contracted non-executive director fees alone total £348,000 per annum (excluding VAT, CEO/CFO salaries), exceeding the cap without apparent shareholder approval.

DTR/TR-1 notification failures

No public TR-1 notifications appear for concert-party crossings of major holding thresholds (e.g., from ~24% at re-admission to over 30% during 2023–2024 via AUO instalments and other issuances). This obscures changes in control and breaches DTR 5 requirements.

Misleading shareholder communications

Recent informal statements (e.g., from the Chairman in late 2025/early 2026 shareholder channels) focus narrowly on Prospectus-approved items while downplaying or omitting the post-admission LTIP, fee-share arrangements, and potential Rule 9 issues. They also appear to mischaracterise certain FY2025 remuneration entries related to a former director as purely legacy accounting with no economic effect, contrary to the audited accounts.

These matters have caused substantial dilution, unequal treatment of shareholders, and loss of market confidence.

Dave (Chuggs) and Sally doing the afternoon defensive shift on TG, so feel free to ask them

From “Sally” on TG

Make of this what you will, it’s about rights apparently not shares. It was all approved at RTO time, and the £741000 paid to Sean in 2025 didn’t happen despite being in the accounts.

The message says “I’ve been in contact with Jason today regarding some of the concerns being raised.

He’s asked me to pass on that he’s very happy to speak directly with any shareholder who has questions or wants clarification. His number has been shared previously and he’s said he’s available to discuss concerns individually.

Just to clarify one of the points being discussed: the figures referenced in the accounts relate predominantly to the accounting valuation of director rights (deferred consideration and performance rights) that were approved by shareholders in the original prospectus and at the general meeting prior to the company relisting over two years ago.

These relate mostly to rights connected with the recapitalisation of the company, clearing significant debt, and securing the uranium projects that allowed the company to resume trading after more than four years of suspension.

Jason also asked me to clarify that no payments have been made to former CEO Sean Heathcote in the 2025 financial year and no rights have been exercised. The value shown is purely an accounting treatment, not cash taken out of the company.

If anyone would like to discuss things directly, Jason has said he’s happy to talk and answer questions personally. He replied to me immediately today even though it’s a Saturday, which shows he is willing to engage with shareholders and address concerns directly.

Hopefully that helps clarify a few things and gives people the chance to raise questions with him directly.”

The extreme scale and frequency of equity-heavy remuneration (disguised as “fee settlements” but far beyond prospectus norms or sector benchmarks) suggest potential creeping control accretion, circumventing mandatory offer rules and breaching Code principles of equal treatment and minority protections.

No performance linkage is evident for much of this pay, contrasting prospectus expectations and raising fiduciary duty issues.

The failure to issue required TR-1 notifications and to hold mandated general meetings exacerbates transparency deficits and potential Rule 9 implications by concealing voting power changes and denying shareholders the opportunity to approve or scrutinise actions.

These actions have resulted in heavy shareholder dilution while insiders benefited disproportionately. The prolonged suspension and governance scrutiny may reflect broader compliance concerns.

We respectfully request that the Panel:

Open an immediate inquiry into whether these post-2023 issuances breached or circumvented the 2023 Rule 9 waiver terms.

Investigate the absence of TR-1 notifications for director shareholdings changes and any related DTR breaches with implications for the Code.

Examine non-compliance with general meeting requirements and its impact on shareholder approvals for material transactions or waivers.

Determine if a mandatory offer obligation has arisen (or should be imposed) under Rule 9.

Consider appropriate remedies, including compensation for affected shareholders, mandatory offer direction, or other enforcement measures if a breach is confirmed.

We are prepared to provide further details or evidence as required and can be contacted at [insert your contact details here, e.g., email and phone]. Multiple minority shareholders share these concerns and may join in this request.

Thank you for your attention to this serious matter. Prompt Panel action is essential to protect minority shareholders and uphold the integrity of the Code.

Yours faithfully,

And Jason Brewer for six-month fees to 31 May 2025.

Additional tranches to directors/advisers (e.g., 13,600,000 shares to service providers, but with director involvement).
Aggregate director-related equity settlements scaling toward ~£5m equivalents, causing massive dilution while disproportionately benefiting insiders.

These issuances were board-approved without evident fresh independent shareholder ratification, Takeover Panel consultation, or renewed whitewash. They included a 150m share option scheme (May 2024) at 1.25p exercise, granting non-executives up to 20m each. Director holdings rose significantly (some 5-8%+ individually), with repeated settlements reinforcing influence amid cash constraints and prolonged trading suspensions (e.g., from early 2025 linked to delayed reports, with further suspension in February 2026 due to audit delays). Compounding these concerns, public records show no corresponding TR-1 notifications (standard forms for notification of major holdings) issued in respect of many of these director-related share allotments or acquisitions during 2024 and 2025, despite obligations under the Disclosure Guidance and Transparency Rules (DTR 5) to notify the Company and the market when voting rights reach, exceed, or fall below thresholds such as 3% and each 1% thereafter. The absence of such disclosures obscures changes in major holdings, including potential concert party accumulations, and prevents proper market transparency.

Furthermore, the Company has failed to convene general meetings as required for significant matters. While an AGM was held in March 2024 (for the prior year), no evidence exists of an AGM or other general meeting being held in 2025 as contemplated in disclosures (e.g., the 2024 annual report indicated the next AGM would be held later in 2025, with no subsequent announcement of convening or holding such a meeting apparent in public RNS filings). Major transactions, such as aspects of the Beisa acquisition (conditional on shareholder approval at a forthcoming general meeting), remain unresolved without the required shareholder ratification at a properly convened meeting. This non-compliance with Companies Act 2006 requirements for annual general meetings and approvals for substantial transactions further undermines governance and shareholder rights.

This pattern raises serious concerns:

The issuances fall outside the narrow, RTO-specific scope of the 2023 waiver and cumulatively concentrate voting power among directors (as a potential concert party under the Code) without renewed dispensation.

The Company has sought separate Rule 9 waivers for subsequent transactions (e.g., Beisa acquisition from Sibanye-Stillwater, conditional on waiver for ~30-40% holding via shares), demonstrating that Rule 9 is treated case-by-case—yet director fee shares proceeded without equivalent safeguards.

The extreme scale and frequency of equity-heavy remuneration (disguised as “fee settlements” but far beyond prospe

Here: The Takeover Panel
The City Code on Takeovers and Mergers
10 Paternoster Square
London EC4M 7LS

Date: 7 March 2026

Re: Request for Inquiry and Action – Potential Breach of Rule 9 Waiver Terms, Failure to Issue TR-1 Notifications, and Non-Compliance with General Meeting Requirements – Neo Energy Metals plc (LSE: NEO)

Dear Sir/Madam,

I am writing on behalf of concerned minority shareholders of Neo Energy Metals plc (“the Company” or “NEO”), a company listed on the Main Market of the London Stock Exchange, to request that the Takeover Panel urgently investigate and, if appropriate, take enforcement action in respect of what appears to be a clear and blatant breach or circumvention of the terms of the Rule 9 waiver granted in connection with the Company’s 2023 reverse takeover (RTO) and re-admission to listing.

The waiver in question was detailed in Part VIII of the prospectus published by Stranger Holdings plc (subsequently renamed Neo Energy Metals plc) dated 29 September 2023 and approved by the FCA in early October 2023. This waiver was transaction-specific, applying to the RTO involving the acquisition of Mayflower Energy Metals Limited (and indirect interests in the Henkries Uranium Project), related consideration shares, placings, debt conversions, and any associated concert party arrangements that might otherwise have triggered a mandatory offer under Rule 9 of the City Code on Takeovers and Mergers. The waiver was conditional on the transaction proceeding as described, with whitewash approval from independent shareholders for the specific control concentrations arising at that time.

It did not, and could not reasonably be interpreted to, provide an indefinite or blanket exemption for all subsequent share issuances, particularly those unrelated to the RTO structure.

Subsequent to re-admission, the Company has engaged in extraordinarily aggressive and non-routine director remuneration practices, involving repeated and large-scale share issuances in lieu of fees at deeply discounted prices (predominantly 0.75p), far exceeding the modest, cash-constrained expectations outlined in the 2023 prospectus (e.g., pre-RTO highest paid director fees ~£149k; post-RTO proposals focused on conservative market rates without emphasis on routine equity settlements as primary pay).

Key examples from public disclosures include:

Year ended 30 September 2024: Highest paid director remuneration ~£498k, with multiple issuances in lieu of fees (e.g., September 2024: 16.47m shares at 1.25p to non-executives and executives for six-month fees). Aggregate director-related benefits (cash + equity value equivalents) approximated £1.4m.

Year ended 30 September 2025: Extreme escalation, including:

19 May 2025: 157,540,836 shares at 0.75p in lieu of fees, of which 78,407,503 allotted to directors or their assignees.

21 May 2025: 104,000,000 shares at 0.75p in lieu of fees (partly to directors/projects).

16 May 2025: 22,400,000 shares at 0.75p to non-executi

Anyone know if the £5m remuneration in 25, and the 1.4m in 24, are in line with the rule 9 waiver at RTO and as set out in prospectus? The Takeover Panel usually set limits and can stop this sort of excessive grab

Got his arsed spanked and handed to him on TG tonight and went quiet.

Not if given at lowest price ever which they were and in humongous large quantities which they were

Seems £7m in board fees in 3 years

Seems Jason engaged on directors wild fees and bonuses, said was all above board and approved by shareholders. Problem is some new guy points out is that was for 1.4m quids in 2024, not the £5m in 2025, group stunned into silence, Dan Fox silent. Some game being played out, I own shares not a deramper, trying to make money or get out even

Seeing chat now on TG, someone called Dan Fox is muting debate on the £5m directors bonanza payday. You can’t make it up. Punters asking innocent questions, getting closed down.