Member Info for Feeks

ZIOC has disclosed the relationship between AT and RAM but NOT tbe detailed terms of his remuneration. I am saying that the remuneration package (for a key advisor) ought to come under the principle of disclosure, for transparency, in connection with this important related party transaction.

AI gives this info:

"The primary rule governing such disclosures is AIM Rule 13 (Related Party Transactions).

This rule is designed to ensure openness and transparency by protecting shareholders when a company enters into a transaction with a "related party" (such as a director, substantial shareholder, or their associate).

Key Disclosure Requirements under AIM Rule 13 :

Notification: An AIM company must issue a notification without delay once terms are agreed for any transaction with a related party that exceeds 5% in any of the "class tests" (metrics comparing the transaction size to the company's size).

"Fair and Reasonable" Statement: The notification must include a statement that the directors (excluding any involved in the deal) consider the terms to be fair and reasonable for shareholders, having consulted with the company’s Nominated Adviser (Nomad).

Specific Details: The disclosure must specify the identity of the related party, the nature of their interest, and the consideration (payment) involved.

Transparency Regarding Advisors:

While Rule 13 focuses on the transaction itself, the broader "Principles of Disclosure" under AIM Rule 10 and AIM Rule 11 require that any information notified must not be misleading or omit anything likely to affect its import.

Conflict of Interest: If an advisor is being paid by a related party rather than the company, this creates a potential conflict that may need to be disclosed to ensure the market is not misled regarding the advisor's independence or the fairness of the deal.

Hi Extrader

Yes, thank you - but the point I was really getting at is the remuneration structure involved on the RAM side. If the reward for his services helping RAM is fair and normal market rate then I have no problem with it, but how is this issue scrutinised, and how can investors be sure that there is not a disproportionate reward being offered out of the project ‘value’?

ATB

Extrader, you asked which 'hat' AT is wearing (another good point), and that's a key concern of mine. In his role as Investor Relations Manager, AT is a primary interface between ZIOC and potential investors. If his RAM consultancy is success-based (e.g., a fee paid only if RAM lands the deal), isn't there a significant risk he might favour RAM’s bid over potentially superior offers from third parties....? Also, presumably, his consultancy fees paid by RAM will reduce the capital RAM is investing into the project, so we should know if these fees are "market rate" or represent an indirect transfer of value (all relevant under AIM Rule 26).

The posts below raise a number of good questions, so let's ensure they are put to Directors for the Investor Meet. We all agree they need to display a high level of transparency in terms of how they explain the deal mechanics to maintain investor trust.

Good point Extrader. 12-month window for rival bids is seriously disadvantageous to ZIOC shareholders if RAM can exercise the tranche 2 option to acquire additional 67.5% BEFORE expiry of exclusivity period. Flagging this as a potential defect in the deal paperwork / legals for whomsoever is evading. Thank you very much!

Dustfilter, Hxulcolrdoh

Pre RAM, anyone serious will make a move on ZIOC. Post RAM, it will be a move on the project for sure…. But when you say, “that is as good as it gets”, any major mining company taking a stake in the project post-RAM will precipitate an upward re-rating of the SP: 15-20p at least, or more, IMO. The “scraps” are very real to me too, and likely to other new investors: 60p-100p at a conservative estimate of longer-term value. I am expecting it to be much more, but today’s SP isn’t really a surprise given the usual discount to NAV for early-stage projects. The SP shift in momentum will probably happen as we transition from EGM to FEED to FID. If it was not a Tier 1 mine, I’d have much less confidence in that progression going smoothly, but whether one’s view of the RAM deal is good or bad, the fact an offer has been tabled tells me that this mine will someday happen.

NWBAI

These lawyer friends you are talking must be the same guys who told you that Nanoco was bringing Apple on to its own side.

"Kinda sounds like that’s the game plan – sell to a major player. Any opinions on the SP if this should happen?"

I think this is very likely to be what happens - indeed, virtually bound to happen in my view or I think we would not be here at all! But we don't fully know what's going on behind the scenes, and never do, until it happens.

A flurry of odd-looking tiny trades today pushing up the SP to the heady heights of 6p.

It would be remiss of me not to respond to Terry's latest comment:

"I also know from IP lawyers that you don't sue at the first sign of infringement. You wait. You let the damages grow. You farm."

This is a dangerously oversimplified of what could be a legal tactic, but one that is risky and frowned upon, and very likely isn't Nanoco's strategy in this case. To be clear, Terry AI is someone who avidly wishes to promote just one possible (unlikely) version of the truth, being someone who can rarely judge a situation at the best of times, and is definitely not a lawyer ..... but to give him his due credit he has litigated and lost hands down in the courts a few times in the past!)

Hi Mitch

Well, ok, I have no idea of the age profile of investors / LTH who post here; I can well understand that others have different perspectives, but let's be clear about this, those factors are wholly personal and not a good reason for the market to weigh up whether the deal is a "good" one or a "bad" one. In fact, it reinforces my thesis that the short-term share price reaction is unduly weighed to the downside and will correct to the upside in time as new investors come on board. It won't take a decade to reach further positive inflection points, and a preferential time to exit, for those who don't wan to wait it out to the start of production.

To those LTH who seem to hold out little or no hope of a better deal materialising in the next 18 months I ask, 'what has changed?', or to be so distrustful of market forces, 'why were you ever invested here at all?'.

I've not seen anyone attempt to give an answer!

I agree.

So then, what exactly is the bear case to that argument .....? One cannot subdue free market interest in what is a well-known mining project.

Replies please from the disgruntled band of LTH who think that the current deal is far far far too low.

Priced lower than cash. The market seems to think it will go bust. How does Nanoco fund a long battle with Apple..... if that is what it will take.....? After the $150m settlement, what a mess!

Your money is far safer here than Nanoco, Laura! ;-)

That's my reading too Sammy, FWIW. Lot's of guesswork involved.

Anyone prepared to comment on the range of their expectations for the scale of damages on settlement or a trial award?

Totally agree. But one has to buy in the at the right time, in the quieter doldrums, and be patient long enough for the financial results to demonstrate more YoY improving performance and value in the two core businesses, which is when the market will wake up.

Marty gives a little nod to Sundance in that interview

For those who don’t know of it, it’s worth comparing ZIOC’s current stage of progress to the Lassonde curve, in order to work out what this might mean to new investors. IMO we are now well underway in the process of transitioning out of the share price doldrums of the Orphan period, and that around the time of the EGM vote in June, or sooner, we will start to see a steady ascension of the share price towards that 61p target.

I hope you get your dream house, Beardozer!

Glenmorangie- possible factors include head of buying steam prior to the RAM deal RNS; general disappointment resulting from the terms of the deal which rewards long term patient investing far more than short term punting.

It's pretty clear that many PIs here would have hoped to exit completely on the deal announcement, or top slice a big gain. It is not uncommon for the share price to languish for a time before a mine goes into actual production (cost of money/ discounted future revenues; execution risk).

It's a bit early to say where the SP will end up given the sharp differences of opinion which have been expressdd in the wake of the deal

I think even you will realise how ridiculous that statement sounds. Go back to my posts and read again. There is one simple question I ask myself, which is "Does 6p offer me a good investment for what this deal brings?" Answer: "Yes, it does". And if a rival bidder pops up, then I will be winning too. That's it. The sum total of what I care about. I am not on some kind of religious crusade to clean up AIM. I don't dream that ZIOC will bring me boundless unearned riches, like so many others obviously hope for. I would add that no-one here has set out a practical route as to how the RAM deal can be bettered without making matters much worse in the interim.

That sounds like a rather unenviable task, like searching for a needle in the proverbial, when there is no needle to be found.