Gordon Stein, CFO of CleanTech Lithium, explains why CTL acquired the 23 Laguna Verde licenses. Watch the video here.
To avoid confusion, I thought best to post to say I have since had it confirmed that the 29th May is the RTO deadline as was highlighted by others. Indeed, the suspension was the trigger for the 6 month clock.
If my understanding is correct (and please do correct me if I'm wrong), the suspension was triggered as we had disclosed that we had identified an acquisition that constituted an RTO (7am RNS on the 29th Nov). The suspension is then in place to give PFP a window to make public the Admission document for the New Co and shareholders have been given an opportunity to approve. However, we became a Cash shell when we sold IMM. The below is from page 8, 'AIM Rules for Companies' version 01/01/2021 (available on the London Stock Exchange documents page):
Under Rule 15:
‘upon completion of the disposal or action, the AIM company will be regarded as an AIM Rule 15 cash shell. Within six months of becoming an AIM Rule 15 cash shell, the AIM company must make an acquisition or acquisitions which constitutes a reverse takeover under rule 14. For the purposes of this rule only, becoming an investing company pursuant to rule 8 (including the associated raising of funds as specified in rule 8) will be treated as a reverse takeover and the provisions of rule 14 will apply including the requirement to publish an admission document’
Thoughts certainly welcome.
Morning FB/Poppyseed, that would be reassuring. I emailed the BoD and Nomad for confirmation last week, but I am still waiting on a response. I have been back on forth on this date (sale or suspension as the starting point). However, my reading/interpretation of the 18th August RNS implied the clock had started then:
'Following Completion of the Disposal, the Company has ceased to own, control, or conduct all or substantially all its previous trading business, activities or assets and has today become an AIM Rule 15 cash shell. As such, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (including seeking a re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from Completion and be re-admitted to trading on AIM as an investing company under the AIM Rules for Companies (the "AIM Rules") (which requires the raising of at least £6 million), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40.'
Has the 29th May been confirmed to you?
I have been off with my predictions recently for PFP, so maybe take with a pinch of salt, but is it possible that AAG could have reached a settlement to drop the claim? Could align with AAG's request for an extension to initiate the claim.
I don’t think we will necessarily need a lot of cash for the next transaction, obviously we do need enough to cover legal.
Look at models for asset acquisition that Mark Gasson has previously been envisaging relating to his activities with AJN.. I feel something similar could work well here..
https://www.proactiveinvestors.co.uk/companies/news/1026425/ajn-resources-positioned-for-soaring-lithium-demand-with-lucrative-drc-deposits-1026425.html
“We started looking for projects in the Congo more than three years ago,” director and CFO Mark Gasson told Proactive.
“We signed an agreement with the state which outlined a new model for Congo. The idea was that the state would transfer 21 gold licences and one lithium license, the extension of the Manono pegmatites, into a local subsidiary, Congo Resources. AJN would acquire 100% of Congo Resources and the state would receive 60% of AJN's share capital.”
My apologies I missed this post Poppyseed! Indeed, it is very interesting reading.
No doubt the wheels are turning in the background for the next step, I can't help but feel ground work and planning had to be underway before the divestment of IMM - the 6-month window is so rigid and short.
I can’t help but wonder if Klaus Eckhof will be involved in some way in the eventual RTO (he built a significant holding in PFP and I presume still holds as his name remains on PFP's website), him and Mark Gasson have long-running and very relevant business relationship (also covering lithium interests) extending beyond their work at AJN Resources, it's interesting reading and not even an exhaustive search. Fingers crossed for good news on the RTO front in due course.
https://www.proactiveinvestors.co.uk/companies/news/1026425/ajn-resources-positioned-for-soaring-lithium-demand-with-lucrative-drc-deposits-1026425.html
https://smallcaps.com.au/klaus-eckhof-mark-gasson-taruga-gold-cobalt-drc-project-acquisitions/
https://www.heraldsun.com.au/business/stockhead/mining-magnate-klaus-eckhof-in-middle-of-javelins-bid-for-mystery-unlisted-ugandan-lithium-prospect/news-story/684489f367c28b199736d78a24f55aa0
https://furtherafrica.com/2018/04/13/australian-gold-player-acquires-lithium-project-in-zimbabwe/
Article of interest for those with preference shares...
https://clubofmozambique.com/news/mozambique-chinese-company-to-start-exploiting-pebane-heavy-sands-aim-245609/
Some great discussion on this board in recent weeks.
I agree Adamsky, in relation to the pref. shares, I am also thinking that the pressure has hit a new high for a potential settlement outcome in relation to the claim. There is now less than 3 months to the initiation of the BIT by AAG. The English High Court ruling is a powerful indicator to where justice on the dispute lies- we have a strong case. TZM must be watching this closely. I refer back to our only (as shareholders) known interaction with TZM as noted in the 29th June 2021 RNS:
"Pathfinder announces that on 24 June 2021, the Company held a virtual meeting with the Chairman of the Board of Directors of TZM. The meeting was facilitated and attended by representatives from the British High Commission in Mozambique, the UK Department for International Trade, and the National Mining Institute of the Mozambique Ministry of Mineral Resources and Energy.
The purpose of the meeting was to confirm to TZM that in the absence of an acceptable resolution of the dispute with the Government of Mozambique, Pathfinder intends to refer the matter to the International Centre for Settlement of Investment Disputes ("ICSID") under the Mozambique - United Kingdom Bilateral Investment Treaty (2004) (the "Treaty"). Accordingly, TZM could lose the benefit of its investment to date in the Licence, together with any further investment it may make in relation to the Licence."
We have agreed to support AAG in the disposal of any licence received in the process of settling this dispute as noted in the 22nd March 2023 RNS:
"Under the SPA, the Company agrees that, if requested by AAG, it will use reasonable endeavours insofar as it is reasonably able, to assist AAG with a divestment to a third party of any licences which are returned or awarded to it in respect of the Claim."
If this did move to a settlement, I wonder if $30million (as referred to in the agreed SPA) might now be considered as our minimum acceptable payment in such a resolution.
I'm looking forward to hearing about progress on the RTO front in the coming weeks/months. GLA
I have been wondering if we might just be informed post the ‘record’ event point, it would prevent day traders from using the date as an opportunity to pump and eventually dump the SP while walking away with pref. shares in the process. This is only a thought though.
Looking for Moneyformoney I sympathise, I am also heavily invested here. However, Peter Taylor also did put significant early 'skin in the game' from his own pocket, so is incentivised to steer the ship to a positive outcome. Hopefully we will get that RNS update soon.
Highly likely just to be chance and of no meaning, but interesting that Allenby Capital have Bens Creek Group PLC as a client, our recently disclosed major shareholder in PFP also recently disclosed a major holding in that company (see their 3rd July RNS) at a similar time to us. Not sure what to read into that, so highly likely nothing, but just a interesting chance link.
Same investor seems to be buying over at Bens Creek.
The delays could be strategic, there has been a delay at every step in this transaction. The clock starts ticking when this deal is completed for us to find a new asset, and 6 months is not long. As such, maybe the delays are just ensuring they get their ‘ducks lined up’ as much as possible for the next step before officially starting the clock. We all know how quickly time can go.
SmartMoney1 would be great to hear your thoughts on this if you are willing to share?
You are completely correct FB, good point. Just website not being updated.
Correct me if I am wrong, but I am guessing that Mr Eckhof must have brought more shares this year to keep his 3% holding on PFP's major shareholder board (as we diluted earlier this year)? Good show of continued faith if he did.
Thanks FB, sorry if my reasoning was not clear, I completely agree that negotiations are not being held on a single BoD’s behalf. However, the BoD are setting/agreeing these dates and extensions and I just find it very interesting that they selected the last day before his options expire. These options made to the BoDs could be very valuable if the company achieves completion and makes meaningful steps on its next venture, where hopefully the SP will re-rate.
I do suspect the extension was likely Adamsky’s options ‘C’- I get the sense they have tried to keep the door open for a potential settlement wherever possible, which makes sense to me.
Fingers crossed!
The SPA being signed was a major step to committing AAG to the transaction, ‘completion’ is achieved now via shareholder approval. It could be a final window for the settlement route, I guess with the SPA signed AAG and PFP both are to gain in some form from an offer coming in prior to completion (no doubt there were clauses for this eventuality in what has been agreed) and AAG have only incurred the costs associated with due diligence thus far.
Just a thought but 10,000,000 share options expire on the 11th May, have they set this date to create a window of time but avoid these lapsing? (which for me would be a positive sign), I guess held by one of the BoDs? When we complete this should easily be over the excise price of 1.25p, and if by chance an RTO or second transaction occurred on the same day, the SP would be far higher. GLA
Morning, correct me if I am wrong, but RTOs can be relatively quick with timescales in weeks not months.
Just to follow up on my earlier message and to bring it back on radar for anyone that is new, this is the most detailed information we received as to where PFP were looking for their next project:
Sept 30th 2022 half year results: ‘To this end, Pathfinder has conducted technical due diligence on the Ambatomitamba graphite mine owned by Societe Malgache du Graphite (SOMAGRA) in Madagascar. The mine, having at one time been the largest producer of graphite in the country, is a brownfield prospect for which SOMAGRA is developing a mineral resource estimate.’
It was highlighted 1 day after the RNS (29th Sept) where we were first informed of the AAG deal and the £2mil upfront payment that was built in. The above statement implies the due diligence was completed rather than ongoing, and why mention it so specifically if it proved not to be a viable prospect? Also, no further mention of the BoD searching in RNS' since this statement. This is why I anticipate/hope if we get the £2mil next month there is a quick step to actioning movement on the next project, and this payment by AAG was put in place to specifically enable this (or something) they have already identified.
The BoD have been investigating new projects for over 2 years now and their comments have slowly been getting more specific on this point, also a new subsidiary was incorporated last year. IMO, I think the £2mil was likely to have been requested as part of the deal with AAG for a specific reason. 22nd March RNS: ‘The directors are confident that the initial consideration payable in respect of the Disposal of £2 million will be sufficient to cover the costs of a reverse takeover under AIM Rule 14 and provide initial working capital for the then enlarged group.’
I think the BoD have done a great job getting us to where we are, if not reflected in the SP yet, I see a strong potential flow of positive news regarding the company next potential licence opportunity and the potential remains for a settlement offer in the near-term or a successful BIT claim in the next 2-5 years.
I am equally confused by recent trading activity as it is very counter-intuitive.. act of a few? I wonder what Align's thoughts are on this?