Member Info for mammon

From the offer document: To be effective, the Form of Proxy, together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be completed and reach the Company's registrars, Computershare Investor Services (Ireland) Limited at P.O. Box 954, Sandyford Industrial Estate, Dublin 18, Ireland (if delivered by post) or Computershare Investor Services (Ireland) Limited, at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland (if delivered by hand) as soon as possible but in any event, so as to be valid, to be received no later than 48 hours before the time fixed for the Extraordinary General Meeting, or any adjournment of such meeting not later than forty-eight hours before the time for the holding of the meeting.

Three direct quotes from the offer document: 1) The Oaktree financing package also includes funding to allow for repayment of the USD 1.5 million working capital loan facility provided by Oaktree to Ormonde under a loan agreement as announced on 18 February 2015. 2) Ormonde would also be required to seek alternative sources of funds, in the first instance, and as a matter of immediate priority, for working capital purposes and in order to position it to repay the Oaktree Loan, which falls due (unless extended) in August, 2015. 3) In the event that the Company was unable to raise sufficient capital to enable it to repay the Oaktree Loan before it falls due, security in respect of the Oaktree Loan could be enforced, enabling Oaktree to take ownership of Saloro to secure repayment. My view: 1) Sounds like the dynamic here was a little of the ‘’gun to head’’ variety. Motto, be careful who you borrow money from. If you can’t repay them they will have the whip hand over you in future negotiations. 2) Lesson 101 for Kit et al., next time don’t borrow from a party you are negotiating a wider deal with. It will inevitably come back to bite you in the arse. 3) Lesson 101 for AIM shareholders beware of a situation where your company’s management are likely to be offered a sweat deal by a buy-out company. You will more than likely be shafted. A further direct quote from the offer document: 1) Saloro will enter into a facility agreement with OCM Tungsten Holdings (the “Facility Agreement”) whereby OCM Tungsten Holdings will provide a five year term loan facility up to an amount of USD 55.5 million to Saloro. The purpose of the Facility Agreement is to fund the completion of the development of the Barruecopardo Mine and the working capital requirements of Saloro and its related group companies. The loan facility must be repaid in full on the date which is five years from the date on which the conditions precedent to drawdown of the loan facility are satisfied or waived, subject to the right to repay as set out below. My views: 1) That will result in all of the first five year’s income from the mine going to repay the loan from our new majority shareholder, unless there is a dramatic reversal in the tungsten price. 2) Guess what in five years’ time all talk will be around the exhaustion of surface deposits and the need to extend underground. Now how do you think that will be paid for? There are no prizes for guessing!  Finally I urge you all remaining shareholders to vote no. You are being shafted big time.

Of course the Euro 5.9 million interest repayment to Oaktree would have to come off the cashflow....... Moreover, there is no mention of a capital repayment to Oaktree. Don't they want their capital back? That is very generous of them.............................not

I have probably got things wrong, please tell me if so, but I have assembled these key facts: 1) The loan from Oaktree is $55.5 million. This will be repaid at 12 % pa = $6.6 million = Euro 5.9 m 2) From the Orm website at a tungsten price of $250 per ton a cash flow of Euros 13 million pa will be generated From the Orm website at a tungsten price of $350 per ton a cash flow of Euros 29 million pa will be generated (Document produced March 2014). 3) Oaktree will be entitled to 70 % of those 'profits', leaving the shareholders with Euros 3.9 million under the first scenario and Euros 8.7 million under the second. 4) The current ORM capitalisation is Euros 19 million. 5) Current tungsten price = c. $350 per ton and falling. Conclusions 1) Oaktree have got themselves into a position where they are Venture capitalists who are taking virtually no risk at all. They are bond holders if times get/stay rough and majority shareholders if they would like to take a dividend on an upswing. If they would rather not and plough into further tungsten investments, presumably using a similar formula, then there is nothing to stop them. 2) Kerr and the board, likewise, have got sufficient management fees to cover their remuneration and nothing remains for distribution. 3) All the risk falls on the minority shareholders – that is us you guys. Not only is the risk highly geared to the price of tungsten, but it is also dependant on the largesse of Kerr et al., and Oaktree in turning positive cash flow into dividends. If it smells like a rat it probably is a rat. Please correct where necessary.

Totally agree with this. What is good for the management is not necessarily good for the sheareholders. We do know that ORM have said this about the Almonty deal: The Board of Ormonde Mining plc ("Ormonde") confirms, as announced by Almonty Industries Inc. (“Almonty”), that it last night received an unsolicited indicative non-binding proposal with respect to a potential offer for Ormonde. The proposal from Almonty, which does not include any material detail as to how the necessary project financing for the Barruecopardo Project would be secured, is conditional, inter alia, upon due diligence and the recommendation of the Board of Ormonde. The Board of Ormonde will respond to Almonty and provide a further update to Shareholders in relation to this approach in due course. In the meantime, Ormonde Shareholders are strongly advised to take no action with respect to the approach from Almonty. This announcement is made in accordance with the requirements of Rule 2.2 of the Irish Takeover Rules. Let us hope that the BoD do indeed provide us with an update on both the Oaktree and Almonty deals. maybe then we can have an informed vote at the EGM.

On the topic of shareholders interests I thought that this from our Chairman was rather revealing: ''“The first thing to do with that will be to pay back the debt”, says Kerr. But after that, there is at least the possibility of a return to shareholders.'' http://www.minesite.com/tag/ormonde-mining-plc/ What do others think of those words 'at least the posibility'?

All else being equal I fully agree with the Edison verdict, that we are likely to be better off with Almonty rather than Oaktree. A minority share of a medium tungsten producer to my mind is a better option than being a minority partner of a buyer of distressed assets. The latter option also largely continuing with the present management status quo. I see very little prospect of shareholder dividend payments with the Oaktree deal. It will be set up to reward management and repay borrowed capital at our expense. Only my view of course, but perhaps the Pru. etc. might take the same view.

The crucial question now is whether the board and their advisors will act in the interests of the shareholders or themselves. I think that the Oaktree offer in effect retains the existing management, (and no doubt advisors too) while the Almonty offer is likely to dispense with most of them as there would otherwise be unnecessary duplication. Given that Keer has roughly a million shares woth £ 50,000 @ 5p a share, it would take a brave and unusually honourable man to give up future benefits for a straight buyout/share swap from Almonty. Indeed, even if the offer price was somehow pushed up to 10p it would be asking a lot of him. That is of course unless the big shareholders step in and force the issue by aggressive voting......interesting times. That's AIM for you.

Thank you for the correction, you are quite right. It must have been a Freudian slip on my part as, in my opinion, our company's non-Tungston assets are a very minor part of the total value when compared to the main play. Indeed, it is questionable whether they have any significant value at all. If you disagree, then I would be pleased to hear your reasoning. Otherwise I guess that you agree with the spirit of my post ( ?)

Yep I wrote this a couple of weeks ago: I am afraid that my view of this company is that it has been run solely for the benefit of the Board of Directors and associated fee earners and not the shareholders. I guess one shouldn't be surprised at this given the nature of the AIM market. We have had four or five refinances along the way which seemed to achieve very little except keep the pay cheques coming in and the advisors fees paid up. Now the project is to be passed on to a Californian company which specialises in the acquisition of distressed assets. What is really galling is that the ORM is likely to 'morph' into a management concern, from being the project owner. All very cosy for those involved, but the shareholders can take a walk outside of the tent into the cold air. I might be some time Captain Scott! ;-) Writing today I would sooner take the cash or shares however, paltry this might be, from the new offer then be a minority PI shareholder in a company run by the present BOD on behalf of Oaktree capital who, in turn, will hold the majority of this Dublin listed AIM company. I have a feeling that the outside shareholder's return on the latter scenario will be severely limited. I mean, honestly, who in their right mind would borrow money and give up the majority of the company's equity at the same time and in the same deal to this almost ''lender of last resort. '' Unless, of course, there have been arrangements made to which we are not privy. In summary, sorry Kerr but Almonty get my vote if the offer is half-way reasonable.

Kerr Anderson Managing Director John Carroll Company Secretary & Non-Executive Director Mike Donoghue Executive Chairman Steve Nicol Chief Operating Officer & Executive Director David Varian Chief Financial Officer

Not forgetting these guys: Kerr Anderson Managing Director KERR_BW.jpgA geologist by profession, Kerr has worked in the mining and exploration industry in Europe for over 20 years. He has worked extensively in Spain on gold and base-metal projects. He was exploration manager with Navan Mining plc prior to joining Ormonde as Managing Director in May 2001. John Carroll Company Secretary & Non-Executive Director JOHN-BW.jpgJohn is a chartered secretary with over 30 years experience including seven years as a manager with KPMG in the Investment Company Department. He has widespread business contacts in Ireland and significant experience in the resource sector. He was appointed Company Secretary in March 2005. John is on the Audit Committee and the Remuneration Committee. Mike Donoghue Executive Chairman MIKE-BW.jpgA mining engineer by profession, Mike has wide experience in the evaluation, funding, development and operation of mines in Europe, Africa, South-East Asia, Australia and the Americas. His executive management experience includes an eight-year period as General Manager - Operations for Delta Gold NL, Australia. Mike was appointed Chairman of Ormonde in April 2004. He is on the Audit Committee and the Remuneration Committee. Steve Nicol Chief Operating Officer & Executive Director STEVE-BW.jpgSteve is a mining engineer with some 25 years experience in the mining industry, initially in operations and subsequently in mine evaluation and development projects. He has held production supervisory roles in various underground and open pit mines in Australia and Europe, culminating in a two year period as Managing Director of an Italian based gold mining and exploration operation. Prior to joining Ormonde, Steve had been operating as an independent consultant working on gold and base metal mine evaluation projects in Romania, Greece, Italy, Guinea, Kazakhstan, Canada and the Congo. Steve was appointed to the Board in April 2008. David Varian Chief Financial Officer

Yes it does have a nasty smell about it. I fear there is nothing we can do except make a note of a few names involved and perhaps inform others of our views on matters ORM when these names coincide with other (AIM or otherwise) investments. Of course I am only giving my opinion on things and we might well be wrong. No doubt any of these parties that feel that they have been unfairly labelled can respond here in this public forum. Brokers: NOMAD, ESM Adviser & Broker Davy Davy House 49 Dawson Street Dublin 2 Ireland Joint Broker SP Angel Prince Frederick House 35-39 Maddox Street London W1S2PP UKFinancial PR Murray Consultants Latin Hall Golden Lane Dublin 8 Ireland Bankside Consultants 6 Middle Street London EC1A 7PH Solicitors: Mason Hayes & Curran Solicitors South Bank House Barrow Street Dublin 4 Ireland Dutilh Abogados Paseo de la Castellana 28 28046 Madrid Spain Dominic Dowling Solicitors 37 Castle Street Dalkey Co. Dublin Ireland Bankers: Allied Irish Banks plc Market Square Navan County Meath Ireland La Caxia Centro de Empresas de Salamanca C. Rector Lucena, 11 B 37002 Salamanca Spain Auditor LHM Casey McGrath Chartered Certified Accountants and Registered Auditors 6 Northbrook Road Dublin 6 Ireland UK

I am afraid that my view of this company is that it has been run solely for the benefit of the Board of Directors and associated fee earners and not the shareholders. I guess one shouldn't be surprised at this given the nature of the AIM market. We have had four or five refinances along the way which seemed to achieve very little except keep the pay cheques coming in and the advisors fees paid up. Now the project is to be passed on to a Californian company which specialises in the acquisition of distressed assets. What is really galling is that the ORM is likely to 'morph' into a management concern, from being the project owner. All very cosy for those involved, but the shareholders can take a walk outside of the tent into the cold air. I might be some time Captain Scott! ;-)