Member Info for esduk

If we were at nameplate 100-330tpa at Tyseley by now, which is what I expected based on timelines previously communicated by the company, then I think the SP would be a lot higher.

100tpa (one shift) would give us $2.7m annual profit based on the numbers the company provided in the 31st March RNS, 350tpa (three shifts) would give us $9.5m annual profit. With Pforzheim operating at full steam the German numbers would be $3.3m annual profit at 100tpa and $11.6m at 350tpa.

So consolidated we are talking $6-21m annual profit (of which we would be due about 75%). If we were releasing accounts or trading updates with those kind of numbers in them then we would certainly be given credit by the market. Hopefully by the end of the year we can get to around 100tpa total production across the two plants and in 2027 can increase this to 200-400tpa in total.

As for the coin toss, I'd give the SPAC a 80-90% probability of happening, so it's not the best analogy from my perspective, but each to their own.

I think the influence on this chat board of he who shall not be named has been increasingly negative based on the posts I've read over the last week or so. It would be good to try and get back to the great research, constructive chat and camaraderie which has defined the board over the last couple of years and try and leave the negativity and arguing at the door. I've benefited from using the filter personally, and think this is the best way to avoid getting caught up in the negativity, but understand that this method is not for everyone.

Some sizeable buying in last few minutes, including 120k at 0.6p over the advertised ask.

Yes the two processes are separate (waiver and SEC), my point was about the TSX-V having given us conditional approval (subject to waiver vote) and therefore they are highly unlikely to raise any issues with the SEC once the F-4 forms are published. They would be the main interested party imo, and we have covered them off already, which is good from a timeframe perspective.

Almostscratch, it seems there's a bit of ambiguity around this, but I would assume that the public can comment in that 15 day period post F-4 publication, and if there are no comments then the SEC is likely to approve at the end of the 15 day period, but if there were comments that needed to be reviewed and addressed then there would be another iteration of the process, likely taking 4-6 weeks in total.

Very good Drantley, I've enjoyed reading Charles' previous monkey based analogies, but that takes the banana. I definitely think it should be sent to Will and Alex, though they can probably get a pass on MKAR related news given the restrictions they will be under.

Based on the RNS from 16 Feb and the circular posted on SEDAR+ we have received conditional approval from the TSX-V for the merger. The main condition seems to be obtaining the waiver, which we will be voting on at the AGM on 5th June. Having everything sorted with TSX-V already gives me more confidence that the public review phase should be short. In the 16th Feb RNS the company still say they are targeting Q2, so they can't have been expecting a 3 month private review process followed by a 4-5 public review process.

The $23m that it looks like MKAR are raising in the PIPE is probably on the lower end of what I was expecting ($20-50m), but should be plenty to gets things moving on Songwe and the Pulawy DFS, and will also unlock the matched DFC funding. I assume the company are confident that the MKAR SP will increase in value post listing (like most of the other critical minerals SPAC's) and so have limited what they raise at the initial valuation (of $400m to Mkango or $470m total) and will do a further raise on the Nasdaq for the Songwe equity later in the year when they expect the SP and market cap to be higher.

After some further reading following SG and JK’s posts I’m going to amend my guesstimate to second half of July to allow for at least one round of public comment on the F-4 form. I think Mkango will have sorted out all material issues with the SEC by the time the F-4 form is published, but it sounds like it’s sensible to assume we have to go through at least one round of public comment and potential amendment and resubmission. Don’t see anything material coming out of the public comments as we seem to have been proactive with the TSX-V and I can’t see anything coming from unhappy parties raising objections to the merger / listing, but you never know. Hoping we get the listing away before the normal August lull. If not it may be sensible to wait until September to give the listing a better backdrop.

Well seems like we won’t have any certainty either way until we see that a CPTK vote has been scheduled / the SEC approval comes through. It did seem from the circular that TSX have already reviewed and that all that is needed on that front is for the waiver to be voted through by shareholders. I guess it would have been nice for Will or Alex to explain the process at a shareholder meeting / Q&A at some point over the last year so we could have avoided all this conjecture. Anyway, at least progress is being made.

Sorry for the AI dump from Gemini, but this summarise the three scenarios:

Scenario 1: The Publication is a "Fully Clean" Final Amendment

If the company spent the last 3 months clearing multiple rounds of confidential SEC feedback, and this public publication represents the final, fully amended prospectus resolving all comments.

Approval Timeline: 2 to 5 business days.

The Mechanism: The issuer will file a public acceleration request (Rule 461) alongside or immediately after the publication. The SEC will typically declare the registration statement effective within 48 hours of receiving this request if no new issues are found.

Scenario 2: The Publication is the "First Public Filing" After Confidential Review

Under SEC expanded accommodations, foreign private issuers often submit their initial Form F-4 and early amendments confidentially. They must eventually "publish" it by filing publicly on EDGAR.

Approval Timeline: At least 15 calendar days.

The Mechanism: SEC regulations mandate that an issuer must publicly file its registration statement and all prior non-public draft submissions at least 15 days prior to the anticipated effective date (or the launch of a roadshow). Therefore, the SEC cannot legally grant approval any sooner than 15 days post-publication.

Scenario 3: The Publication Still Contains Unresolved Comments

If the 3-month gap was simply due to corporate delays or major accounting restatements, and the SEC has not yet signed off on the disclosures

Approval Timeline: 15 to 45+ days.

The Mechanism: The SEC reviews subsequent public amendments and typically issues fresh comment letters within 10 business days of the public filing. The clock resets, and effectiveness will not occur until the company files another amendment addressing those new comments.

So it looks like under scenario 1 there may be a way for us to get around the 15 day requirement by filing an acceleration request. But scenario 2 probably looks like a safer bet.

It all depends on where we are in the approval process, but if we have dealt with all of the comments satisfactorily than Gemini says the following:

The time between the public publication of an amended Form F-4 and final SEC approval (effectiveness) typically ranges from 2 to 14 calendar days, provided all prior SEC comments have been fully resolved.

My point is that I don’t see why Mkango would publish the F-4 when there are still issues outstanding, in which case publication would be a sign that the SEC comments had all been addressed. Of course, no one here knows for sure, but that’s my logic.

So what is the point in Mkango publishing it, if it is still subject to major change after further SEC review?

Certainly not an expert here but why would you publish a filing that was still subject to review by the SEC (and therefore potential change). Surely Mkango will just wait until they have dealt with all SEC’s comments and then publish, with the SEC’s approval just acting as a rubber stamp at that stage. I don’t see any rationale for having a 3+ month private review process followed by a further 4-5 month review process post publication. I’m sticking with June.

From the circular it sounds like they know they want to raise $23m in the PIPE financing. I am relatively sure that will have already effectively been secured, that’s how Cohen and co have earned their fee. Given the amount of money sloshing about in the sector in the US right now, it shouldn’t have been too much of a problem.

I’m going to go against AI on this one. Depending on which one you ask you get different answers and I’m pretty sure Claude has previously given a much shorter potential timeframe.

We posted a lot about it at the time of the submission and the granular view was that the SEC would take up to 4 weeks to review the initial submission and provide any comments / required changes. Mkango would then probably take up to a couple of weeks to resubmit, with another 2-3 weeks for SEC review and comment. We’ve had 3 months so far, so potentially enough time for three rounds of SEC review, assuming that the first one took 4 weeks and the next two took 2-3 weeks.

The fact that Mkango published the details of the updated DFS for Songwe and the PFS for Pulawy to me signalled that the SEC were comfortable with the assumptions used and the remaining comments and amendments were more procedural in nature. So I think a June listing is now most likely after the release of the circular yesterday on SEDAR+. We know that the F-4 will be public before 5th June, which is only 3 weeks away.

As mentioned previously, to confirm this scenario we’d need to see confirmation by way of a CPTK shareholder meeting being scheduled.

Had a look at SEDAR myself and answered my own question. The meeting is happening as scheduled on 5th June. So assuming that CPTK are having a vote around the same date, the listing will likely happen between 10-15th June.

Well done everybody, patience is about to be rewarded.

Sorry been watching the golf so have just seen this on X and trying to catch up. So we don’t need to vote on the transaction itself, just the waiver. Does it say anywhere that the vote is definitely happening at the scheduled 5th June Annual General and Special Meeting?

I assume CPTK shareholders will also need to be sent the filing documents and takeover prospectus with 20 days notice before their vote. Has anyone found any notice of an equivalent CPTK meeting being called for 5th June?

From snkj and Biffa’s posts it looks like we are looking to raise $23m through the PIPE financing. Prior to the PIPE financing we held just over 85% share in MKAR based on our shares being valued at $400m and CPTK’s being valued at $70m. $23m for PIPE investors would be just under 5% of post PIPE financing market cap of $493m ($400m + $70m + $23m). That takes us to just over 80% for Mkango, then there is the convertible loan note that CPTK provided us to cover transaction costs which is probably worth under 1%. So we get to just over 79%. If there are further redemptions from CPTK shareholders this will increase our shareholding slightly as their would be less cash in the existing CPTK shell company, which is currently over $5m from memory.

All very exciting. I’m hoping this is all explained in an RNS later this morning. I did say we needed news this week to meet the 5th June deadline, but I wasn’t necessarily expecting it! Really hope this is game on. If so there will be plenty of celebrating to do tomorrow.

Btw, while watching the last few minutes before close I did note that there was 1 share bought a few minutes before close. Funny if this code was actually accurate for once…

Another buy post close above ask, naughty MM's... Hoping for a nice end to the week tomorrow.

UT at 45p for the second straight day.

Nice post Goalseeker. Yes, plenty of patience has been employed and continues to be employed. We're currently only 1bout 15% higher than the previous 2021 ATH which puts things in perspective somewhat.

Interesting that we had two buys above the advertised ask there, for 130k and 17k, but no movement in the ask.

L2 looking primed for a move higher. Just did my bit with some silver miner profits.