Member Info for MickJ76

Blue Laser,

There’s been digging done to the ownership of the IOB stock companies and the price these were transferred for and by god it sure does make for interesting reading lol.

Also we have the info below taken from the RNS on 06/01/26 :-

The purchase price for the IOB will be agreed between SYME and SFE following completion of an independent valuation, together with associated legal, financial and operational due diligence on the Targets as is deemed appropriate.

It is currently anticipated that the consideration would comprise two components:

· an initial consideration, expected to include a non-contingent cash payment, and potentially an element satisfied by the issue of ordinary shares in the capital of the Company; and

· a deferred or earn-out component, expected to be satisfied in ordinary shares and/or warrants over ordinary shares in the capital of the Company.

The Company anticipates it may be required to raise additional equity capital in connection with the proposed acquisition of the IOB. Any such equity capital would be used for the following purposes:

· to fund the cash component of the initial purchase price;

· to maintain an appropriate level of liquidity and cash reserves for the Group, with the objective of supporting a clean going-concern assessment in connection with the approval of the Company's annual accounts for the financial year ending 31 December 2025, which management considers will be essential to the credibility of the inventory ownership business with institutional investors and senior funding counterparties; and

· to provide equity capital to be deployed in funding a portion of each IM transaction, thereby supporting the Group's ability to commit some of its own capital to each transaction to facilitate the use of senior leverage from third-party lenders.

The independent valuation is going to be another carve up just like TFC was. 😂

Jilted John 1 post lol. Gotta love it.

Harley, I’m afraid you’ve got that all wrong. You’d be very surprised at what I know about our current CEO and his lies but will leave the big boys to deal with him and his associates, past and present.

Just a reminder for any mugs getting sucked in here by the Henchman and 2Bad (Harley).

· The repayment of the New On-Demand Facility is, subject to the receipt of certain Approvals (as defined below), expected to be via on demand conversion(s) into ordinary shares of the Company at the request of BURU at a fixed conversion rate of £0.00003 per ordinary share to be issued.

· At the point of any conversion of the New On-Demand Facility, BURU, will receive warrants over the ordinary shares of the Company at a ratio of 1 warrant for every 2 ordinary shares issued to BURU as a result of each conversion.

· The warrants have an exercise price of £0.000039, however BURU can elect to exercise the warrants on a cashless basis.

· In order for the Company to be able to issue the new ordinary shares that will be required under the New On-Demand Facility, a number of approvals will be required from the shareholders of the Company, the Financial Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers (together, the "Approvals").

· Under the New On-Demand Facility, if the Approvals are not obtained by the Company by 30 September 2025, BURU can demand repayment in cash and the Company is required to provide security over intellectual property rights and receivables related to its Italian subsidiary entities in favour of BURU.

2) In order for the Company to be able to issue the new ordinary shares under the Amended On-Demand Facility, approvals will be required from the shareholders of the Company, the Financial Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers (together the "Approvals"). The Amendment has amended the date by which the Approvals must be obtained by the Company from 31 March 2026 to 30 June 2026. If the Approvals are not obtained by 30 June 2026, BURU can demand repayment in cash, and the Company is required to provide security over the intellectual property rights and receivables related to its Italian subsidiary entities in favour of BURU.

You aren’t provided money for old rope. Needs to be tradable shares in lieu of the cash received lol.

Think everyone has forgotten about this little beauty. Hence the pumping no doubt forward selling shares.

· The repayment of the New On-Demand Facility is, subject to the receipt of certain Approvals (as defined below), expected to be via on demand conversion(s) into ordinary shares of the Company at the request of BURU at a fixed conversion rate of £0.00003 per ordinary share to be issued.

· At the point of any conversion of the New On-Demand Facility, BURU, will receive warrants over the ordinary shares of the Company at a ratio of 1 warrant for every 2 ordinary shares issued to BURU as a result of each conversion.

· The warrants have an exercise price of £0.000039, however BURU can elect to exercise the warrants on a cashless basis.

· In order for the Company to be able to issue the new ordinary shares that will be required under the New On-Demand Facility, a number of approvals will be required from the shareholders of the Company, the Financial Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers (together, the "Approvals").

· Under the New On-Demand Facility, if the Approvals are not obtained by the Company by 30 September 2025, BURU can demand repayment in cash and the Company is required to provide security over intellectual property rights and receivables related to its Italian subsidiary entities in favour of BURU.

2) In order for the Company to be able to issue the new ordinary shares under the Amended On-Demand Facility, approvals will be required from the shareholders of the Company, the Financial Conduct Authority (the "FCA") and The Panel on Takeovers and Mergers (together the "Approvals"). The Amendment has amended the date by which the Approvals must be obtained by the Company from 31 March 2026 to 30 June 2026. If the Approvals are not obtained by 30 June 2026, BURU can demand repayment in cash, and the Company is required to provide security over the intellectual property rights and receivables related to its Italian subsidiary entities in favour of BURU.

Placing incoming nodoubt lol.

Farcical.

5. To re-appoint Mr. Alessandro Zamboni as an Executive Director of the Company.

As Resolution 5 was not passed Mr. Alessandro Zamboni was not re-elected as an Executive Director of the Company. However, following the AGM, a board meeting was held where it was resolved by the Independent Non-Executive Directors (the "INEDs") that Mr. Alessandro Zamboni should be re-appointed to the Board of Directors of the Company (the "Board") as an Executive Director with immediate effect. The Board also resolved that will ask the shareholders to again vote on re-appointing Mr. Alessandro Zamboni as an Executive Director at the next Annual General Meeting of the Company.

In assessing the decision to re-appoint Mr. Alessandro Zamboni, the Independent Non-Executive Directors of the Company considered that the permanent removal of Mr. Alessandro Zamboni as an Executive Director of the Company would have a detrimental impact on the Company's business and therefore would not be in the best interests of the shareholders and other stakeholders as a whole due to the following factors:

a) Mr. Alessandro Zamboni is the founder of the Group and the business relationships and contacts that he has have been important in finalising the IM transactions that have been facilitated to date using the Group's IM Platform. Without these business relationships, it will be difficult for the business to continue to execute its business plan in the short to medium term;

b) Prior to the AGM, Mr. Alessandro Zamboni was the only Executive Director on the Board. As a consequence of Resolution 5 not being passed, the Board consisted only of the INEDs. The INEDs did not consider this to be an appropriate governance for a listed entity which, following best practice, should contain a mixture of executive and non-executive directors;

c) Mr. Alessandro Zamboni's current service agreement does not permit him to carry on his role as the CEO of the Group without also being an Executive Director on the Board;

d) Mr. Alessandro Zamboni remains the sole director of the Group's wholly owned Italian subsidiaries and as such the INEDs believe it is important that he is also an Executive Director of the Company; and

e) As set out in the Company's announcement dated 19 March 2025, in connection with the on-demand convertible funding facility agreed with Nuburu Inc. on 18 March 2025, the Company also entered into a heads of terms agreement with Nuburu Inc. which was legally binding in respect of a number of matters, including the requirement that Mr. Alessandro Zamboni will remain as Chief Executive Officer of the Company until the date falling six months following the full repayment of the US$5.15 million on-demand convertible funding facility agreed with Nuburu Inc.

7. To authorise the Directors to: (i) allot shares or to grant rights to subscribe for or to convert any security into shares in relation to any warrants; and (ii) provide a further general authority.

Pl

Harley / 2Bad, why would I buy into a blatant racket ?

This is just an ongoing trading mechanism with massive insider trading and using word salad RNSs to create the opportunity for them to fleece the market.

Look at Nuburu. Now voting to add another 2 billion shares to flog through the market. Unbelievable.

Another organised insider pump with numerous names re-appearing to pump via this forum.

Possibly buying SFA SA (nearly went bankrupt last year) lol. You just gotta laugh.

No certainty that this “purchase” will happen lol. Wonder who owns SFE 😂

Status of the Heads of Terms

As the Heads of Terms are non-binding (save for provisions such as confidentiality, costs, and governing law), the final timing, structure and terms of the proposed acquisition of the IOB cannot be confirmed at this stage and there can be no certainty that it will proceed to completion.

Indicative timetable

Subject to the satisfactory completion of due diligence, the outcome of the independent valuation and the satisfaction (or waiver) of the relevant conditions precedent, the Company currently expects the proposed acquisition to complete by the end of March 2026.

This timing is indicative only and remain subject to change. There can be no assurance that the proposed transaction will complete within this timeframe, or at all.

Further announcements will be made in due course, as and when appropriate.

For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of the Company is Alessandro Zamboni, Chief Executive Officer.

Well the annual farce AGM Q&A released via Investor Meet.

What a shambles yet again. Company won’t answer anything of note. lol.

The Company anticipates it may be required to raise additional equity capital in connection with the proposed acquisition of the IOB. Any such equity capital would be used for the following purposes:

· to fund the cash component of the initial purchase price;

· to maintain an appropriate level of liquidity and cash reserves for the Group, with the objective of supporting a clean going-concern assessment in connection with the approval of the Company's annual accounts for the financial year ending 31 December 2025, which management considers will be essential to the credibility of the inventory ownership business with institutional investors and senior funding counterparties; and

· to provide equity capital to be deployed in funding a portion of each IM transaction, thereby supporting the Group's ability to commit some of its own capital to each transaction to facilitate the use of senior leverage from third-party lenders.

His shameless game continues.

His fellow Co-director is sole owner of SFE SA.

You just can’t believe how bent this is.

#MET1

The Company understands Lions Bay Resources (LBR) is also in the process of identifying potential mining assets located in South Africa that may suit the intended gold roasting configuration at the Plant. Further announcements will be made by the Company in respect of the LBR transaction in due course.

Metals One (AIM: MET1, OTCQB: MTOPF), a critical and precious metals exploration and development company, is pleased to announce it is making a strategic investment of up to US$1.8 million in Lions Bay Resources ("LBR").

LBR has secured an option for US$1.36 million over a large cogeneration plant located in the Karbochem Industrial Park, Newcastle, South Africa ("Plant"). Research and planning has commenced around modifying the Plant to produce power and steam whilst also roasting refractory gold concentrates, common to mines in the region. Metals One and LBR have recently conducted due diligence on the Plant and have agreed to apply part of the funds from the CLN to exercising the option.

The company has an option to acquire the plant for US$1.4 million, which is due to be exercised by December 18, 2025. (Last sentence is from AI and not public yet.

LBR are owned by Lions Bay Capital Inc. (LBI.V)

Lions Bay Capital Inc Share price went up 42.50% yesterday.

The Company understands LBR is also in the process of identifying potential mining assets located in South Africa that may suit the intended gold roasting configuration at the Plant. Further announcements will be made by the Company in respect of the LBR transaction in due course.

DYOR

Lions Bay Capital Inc. (LBI.V)

Share price went up 42.50% yesterday.

0.2850

+0.0850

+(42.50%)

The company has an option to acquire the plant for US$1.4 million, which is due to be exercised by December 18, 2025.

Funny old game init.

Harley / 2Bad,

the AGM was farcical and not one question answered properly. AZ and the board looked very uncomfortable during it. To be fair they actually got off lightly as the questions raised during the meeting were not as hard hitting as they should have been. Zamboni turning up in a turtle neck outfit was also embarassing as was the use of his mobile phone during the meeting.

It’s probably the worst AGM I’ve witnessed and honestly can’t believe they wormed their way out of answering any pertinent points and waffled on to the next question.

Stop rising to attempts to suck info from any of the clowns in here.

Look at the voting numbers again ! He’s not voted with TAG shares lol. Unreal. Probabably just an administrative error again when he forgot to TR1 😂😂😂😂

As Resolution 5 was not passed Mr. Alessandro Zamboni was not re-elected as an Executive Director of the Company. However, following the AGM, a board meeting was held where it was resolved by the Independent Non-Executive Directors (the "INEDs") that Mr. Alessandro Zamboni should be re-appointed to the Board of Directors of the Company (the "Board") as an Executive Director with immediate effect. The Board also resolved that will ask the shareholders to again vote on re-appointing Mr. Alessandro Zamboni as an Executive Director at the next Annual General Meeting of the Company.

In assessing the decision to re-appoint Mr. Alessandro Zamboni, the Independent Non-Executive Directors of the Company considered that the permanent removal of Mr. Alessandro Zamboni as an Executive Director of the Company would have a detrimental impact on the Company's business and therefore would not be in the best interests of the shareholders and other stakeholders as a whole due to the following factors:

a) Mr. Alessandro Zamboni is the founder of the Group and the business relationships and contacts that he has have been important in finalising the IM transactions that have been facilitated to date using the Group's IM Platform. Without these business relationships, it will be difficult for the business to continue to execute its business plan in the short to medium term;

b) Prior to the AGM, Mr. Alessandro Zamboni was the only Executive Director on the Board. As a consequence of Resolution 5 not being passed, the Board consisted only of the INEDs. The INEDs did not consider this to be an appropriate governance for a listed entity which, following best practice, should contain a mixture of executive and non-executive directors;

c) Mr. Alessandro Zamboni's current service agreement does not permit him to carry on his role as the CEO of the Group without also being an Executive Director on the Board;

d) Mr. Alessandro Zamboni remains the sole director of the Group's wholly owned Italian subsidiaries and as such the INEDs believe it is important that he is also an Executive Director of the Company; and

e) As set out in the Company's announcement dated 19 March 2025, in connection with the on-demand convertible funding facility agreed with Nuburu Inc. on 18 March 2025, the Company also entered into a heads of terms agreement with Nuburu Inc. which was legally binding in respect of a number of matters, including the requirement that Mr. Alessandro Zamboni will remain as Chief Executive Officer of the Company until the date falling six months following the full repayment of the US$5.15 million on-demand convertible funding facility agreed with Nuburu.

What a shambles of a company. The democratic voting process doesn’t even matter in this sh’tshow.