RE: HyproMag USA Listing8 Jan 2026 13:17
Interesting question JK, this complexity could be one of the reasons it has taken them a bit longer to consider listing Hypromag USA? I'm not sure exactly how the joint venture agreement (JVA) is set up. It may be that we don't have a senior class of shares, but instead within the JVA there is an obligation for Cotec to secure the funding the business for a certain period of time (see below RNS extract). So the shares have the same value, but they have a separate obligation to fund the business and secure financing.
"CoTec will fund the initial operations of the Joint Venture, including the costs of the Feasibility Study. If the Joint Venture proceeds with the construction of the US Project, CoTec will also be responsible for funding all the development costs of the US Project, with a total expected funding of £30 million to £50 million during the first three years post completion of the Feasibility Study, subject to results of the Feasibility Study. All funding provided by CoTec would be in the form of shareholder loans. CoTec and Mkango also expect that the Joint Venture will seek US government funding for the US Project."
Cotec's funding commitment may have been met by the time of any Hypromag USA listing, so it's possible that Cotec may have fulfilled their obligation under the JVA at that stage. Remember also that they hold an effective c.10% stake in Hypromag USA through their c.20% holding in Maginito and Maginito's shares in Hypromag USA will most likely be of the same class, regardless of their ultimate owner. This leads me to believe that there may not be two separate classes of shares and that they may have dealt with Cotec's funding obligations in another way.
I, like you, would like to understand the potential ownership structure of the eventual SPAC in greater detail, but I assume we may need to wait for a MoU with a shell company or the BCA itself, before getting this. I assume Cotec will be on the hook for the administrative burden and funding of transaction costs in relation to the SPAC listing, given that their obligation to fund the business and secure financing.
If Cotec no longer has the responsibility to fund Hypromag USA post listing then I wonder if they will still keep the 50/50 JV split with Maginito, without them adding value in some other way. At this point we would still be bringing the IP to the table, but it is not clear what they would be bringing, though they would have clearly spent a lot of money, time and effort to get Hypromag USA to that point, which is in itself a pretty valuable contribution. Anyway, I trust that Will and Alex are on top of this, they have shown themselves to be astute deal makers over the years imo.