Member Info for esduk

L2 getting busy

Bod, in reality the delayed reporting of trades by MM's is completely arbitrary, at their discretion and they use this tactic for their own gain. There is no consistency at all and they report what they want when they want. It's clear as day for anyone following AIM shares closely.

Finally got the pull back I was looking for to get in some top ups. Assuming this is just down to general market risk off / following the ASX price. If they want to pull it back any further I would be grateful!

Yeh if you look at delayed reported trades, a lot of days there are some biggish sells to start us off and MM's mark us down. Sometimes they mark us down without the sells, but most of the time there is selling to justify a drop (though perhaps not always the level of drop). Agree that there is clearly a buyer down here though, and this consolidation continues to be a strong signal for a move much higher in the coming months / when news hits.

Another good RNS today, isn't gonna shift the SP too much, but great to see things progressing on the feedstock front. I think Will and co have really nailed Hypromag's place in the supply chain by making it an integral part of the datacentre circular economy. Can see us really dominating this market segment in the UK and hopefully Europe and the US too.

* as was first thought

Agree Jbanzi, though would point out that Tyseley is not a pilot, the Uni of Birmingham has a separate pilot plant. I do think we may get more of a bump from German commissioning than we would have otherwise due to the delay. I think the delay has weighed a little on the SP and maybe made the market question whether our tech is as easy to roll out on a modular basis at scale as was first though. So successful German commission removes that doubt / discount and may therefore give us a better bump. Agree that the commercial deals and financials will be the real driver for the valuation of that size of the business though.

Spoke too soon, Investec back at 53p on the bid, up from 51p. LSE all over the place recently. Live trades delayed as soon as US markets open.

Our big buyer seems to have stepped away for the time being and we appear to be being taken lower by US markets. Hardly any trades reported so far to justify the drop but let's see later. If we head back to the lower end of the trading range we all know what to do...

Gold and silver liking the US jobs number, 92k jobs lost in February!

I get you what you are saying flundra and I am certainly not an expert on the matter. AI pushes back strongly against the idea of a backroom deal being likely / feasible. All of my previous are my own words, but the following is taken directly from the AI chat:

While technically possible to structure an off-market "secondary sale," Mkango is legally restricted from selling its MKAR shares to a cornerstone investor before or at the time of the PIPE financing due to specific contractual and regulatory hurdles.

1. The "Shareholder Support Agreement" Block

Contractual Restriction: Concurrently with the Business Combination Agreement (BCA), Mkango signed a Shareholder Support Agreement that strictly restricts the transfer of its MKAR shares.

Purpose: This ensures Mkango remains "locked in" to support the merger's consummation and prevents any side-deals that could destabilise the US$400 million valuation.

2. SEC "Lock-Up" and Signaling Risks

Regulatory Scrutiny: Under the SEC’s modernized 2024 SPAC rules, any mechanisms for sponsors or major shareholders to maintain or exit ownership must be exhaustively disclosed.

Market Signal: A secondary sale by Mkango now would likely be viewed by the SEC and new investors as a "red flag," potentially jeopardising the NASDAQ listing application.

Make of it what you will. I take from this that they will be able sell some of their shares to a cornerstone investor outside of the PIPE if they want to, but may have to go through the secondary offer process, rather than doing a side deal. Obviously, AI can often get the wrong end of the stick...

Haha silver, fair as it is, that post reminded me more of your posts back in the day, when the SP was down in the doldrums.

The Songwe Front End Engineering and Design (FEED) study is currently being undertaken, funded by the DFC cash. Once we get the PIPE financing sorted we will then be able to match the DFC funding and potentially start geotechnical and early works on site, while completing the integrated Songwe / Pulawy DFS.

The completion of the FEED study is also likely to unlock the $100m DFC loan and potentially also European funding and financing given we have CRMA Strategic Project status. I'm expecting a FID late 2026 / early 2027, and construction to start shortly after. We could be in production by late 2028 (at the earliest).

I think that would be through the secondary offer I refer to below flundra rather than the PIPE financing. If Mkango wanted to sell some of its 40m shares to a cornerstone investor outside the PIPE it can do this through the secondary offer. The point being that funds from the PIPE financing should go to MKAR itself, not its shareholders.

On my initial post, meant to say that CrownProptech shareholders who don't redeem, will be locked in for 12 months, according to AI.

We did the SPAC, rather than a normal listing, because it was quicker and also because it may have been more difficult for us to list the assets without a SPAC due to the potential risk of not meeting some of the normal listing requirements.

Yes agree, that we should be listed by June at the latest.

On likely listing date, I was having a bit of a barny with AI, with my base case position being first half of May and AI thinking late May-June. As SG has pointed out before, this will all depend on how many rounds of comments there are.

On the face of it the timetable is as follows:

- F-4 form submitted on 13th Feb

- Initial SEC review is 30 days, takes you to 15th March

- Any SEC comments have to be addressed, which may include fine tuning SK-1300 technical reports, and resubmitted. 2-4 weeks, which takes you to first half of April

- SEC reviews changes, likely 20-30 days, taking us to second half of April/early May

- Prospectus is sent to CPTK shareholders, who must be given 20 days to review before the vote, takes you second half of May / early June

- Listing happens within about 3 days of the vote, so late May / early June

AI says that SPAC business combinations involving foreign mining assets almost always involve multiple rounds of comments and rarely go straight to approval with a clean initial review. There are usually issues with pricing assumptions and making sure the technical reports meet US reporting standards. We have Cohen and Co advising us so I expect one round of comments / amendments will be sufficient. So I think second half / end of May is now my base case assumption.

The pricing assumptions used in the technical reports will likely be the most controversial point. The SEC apparently normally expects companies to use a 3 year trailing average price for their base case, which would obviously not be ideal for Mkango. However, the SEC will also consider price forecasts from an independent "Qualified Person". AI seems to think that in our case, the SEC would take into account Adamas Intelligence's NdPr oxide forecasts, if we were to use them as out Qualified Person (we have in the past). AI also thinks that the MP price floor and higher current spot price could support the use of better pricing in our base case.

Adamas are assuming $200/kg by 2030, which is a lot higher than the three year trailing average in the $80's or the current spot price around $130/kg. We'll likely have to show we are still profitable in the downside scenario at $80/kg or lower, but the base case assumption will be most important. We only need to justify the $400m valuation to the SEC, so I think we should be fine.

Do you have the post to hand kowalski? The 6-12 months lock-in period for Mkango was from AI, so happy for it to be proven wrong. Not sure we would want to be selling shares of MKAR in the open market in the first 6-12 months post listing anyway, wouldn't be a great signal to the market, so the point may be moot. If they really need the funds at the parent level in the next three to six months then I think calling in a small portion of the intercompany debt would probably be wisest.

From my perspective, if Mkango needs funds there is the potential for them to call in, rather than convert, some of the intercompany debt. This would be more likely if the AIM SP / MCAP was undervaluing the company and they want to avoid any further dilution at the parent level. That being said, converting all of the debt into MKAR shares may also be an attractive option at the $400m valuation / $10 share price, as the shares are likely to substantially increase in value immediately upon listing due to all the positive developments. If I were them I might convert 80% of the debt into MKAR shares and call in the remaining 20% of the debt, which would give us $4.5m in cash. Probably depends on what the cashflow is currently like from Tyseley.

Mkango the parent may also have a management services agreement with MKAR, whereby we charge them for management time and technical expertise, so MKAR should be neutral / positive from a Mkango operating cashflow perspective.

Yeh think this period of consolidation will be no bad thing in the long term.

Was doing a bit of a deep dive on the SPAC last night with the help of AI. A few things which may or may not be understood already by others but thought worth posting:

- the $10 per share indicative valuation of MKAR shares is very likely to be the valuation for the PIPE financing i.e. if they look to raise $50m in the PIPE financing that will mean the issue of 5m new MKAR shares. So the PIPE valuation / dilution factor is already likely locked in, despite all the positive developments since this indicative valuation. Of course Mkango has a choice about how much it wants to raise through the PIPE, and may decide to raise less because the indicative valuation of $400m / $10 a share now likely undervalues MKAR

- the price that MKAR opens at on the Nasdaq is likely to reflect all of the positive developments since the BCA was signed in early Jul 2025: RE prices more than doubling, MP price floor, DFC funding and potential financing etc. So if we were to assume the value has doubled since the indicative valuation, the price would open at $20, up 100% from the level of the PIPE financing

- Mkango cannot repatriate money from the PIPE financing i.e. by selling some of their 40m shares in the PIPE financing as the SEC wants all of the money raised through the PIPE financing to go to the SPAC vehicle

- Mkango could do a secondary offering where it offered some of its shares, but this would likely be a bad idea as it would make new investors question the $400m valuation and potentially show a lack of confidence in MKAR from Mkango

- Mkango's MKAR shares will be locked in for 6-12 months post listing. After this we could sell in the open market or arrange an off exchange sale to a strategic investor. CrownProptech shareholders who don't redeem their CPTK shares before MKAR listing

- Funds raised in the PIPE financing can be used to pay off company debts, including debts owed to the parent. Mkango would have the choice of converting some or all of this debt (currently $22.5m) into MKAR shares at the £10 valuation or using the PIPE funds to pay some or all of it off, thereby repatriating cash to Mkango and potentially alleviating any funding concerns at the Mkango level

Yeh that interview was where I got my Q2 feeling from, though it's not exactly precise language he uses...

Freed up some funds for a top up and in the meantime the ask jumped 2p, ba humbug...

Sorry, meant to say my feeling is that it may be released in Q2. Not sure if anyone has anything more up to date than this that they can share?

Makes sense velcro, the Richards Bay news seems to be a positive for us anyway.

Fromage, the DFS has been delayed for a few reasons, including the involvement of the IFC (they want to make sure it meets the standards of the IFC) and the addition of the heavy rare earths / monazite to the study. As delays go it is a good one, as we should be adding a substantial amount to the NPV with the addition of the rare earths and an IFC compliant DFS means it's bankable and should unlock IFC financing.