RE: DR grade and cold-bonded pellets25 May 2025 12:05
To confirm my theory I turned to GROK and posed this question,
Q. Company A (BSL, obvs) has innovative IP (polymers and process of cold bonding pellets) yet with a charge over it.
Company B (ZIOC obvs, but also Greymont) wished to use that IP to build a global business.
What problems could arise that prevent a deal between A and B?
GROK:
Several issues could prevent a deal between Company A and Company B regarding the use of Company A's intellectual property (IP) with a charge over it:
Charge/Lien on IP: The charge (e.g., a security interest or lien) on Company A's IP means a third party, such as a creditor or lender, has a legal claim over it. This could restrict Company A's ability to license or transfer the IP to Company B without the creditor's consent, complicating or blocking the deal.
Creditor Consent: If the IP is secured as collateral, the creditor holding the charge may need to approve any licensing or transfer. If the creditor perceives the deal with Company B as risky or devaluing their security, they may withhold consent, stalling negotiations.
Valuation Disputes: The charge may affect the perceived value of the IP. Company B may undervalue the IP due to the encumbrance, while Company A may demand a premium for its innovative nature, leading to disagreements over licensing fees or purchase price.
Exclusivity and Scope: Company B may seek exclusive rights to use the IP globally, but the charge may limit Company A's ability to grant such rights. Alternatively, Company A may only offer non-exclusive or geographically limited licenses, which may not align with Company B’s global business ambitions.
Due Diligence Concerns: Company B’s due diligence may uncover risks, such as potential IP disputes, unclear ownership, or the possibility of the IP being seized if Company A defaults on its obligations to the creditor. These risks could deter Company B from proceeding.
IP Infringement Risks: If the IP’s scope or validity is unclear due to the charge or related disputes, Company B may fear potential infringement claims from third parties, reducing their willingness to invest in the deal.
Exit Strategy Concerns: Company B may want assurances about what happens if Company A’s creditor enforces the charge (e.g., by seizing the IP). Without clear protections, such as indemnities or escrow arrangements, Company B may see the deal as too risky.
To mitigate these issues, both parties would need to conduct thorough due diligence, negotiate clear terms (e.g., addressing creditor rights), and possibly involve the creditor in discussions to ensure all parties’ interests are aligned. Legal advice would be critical to navigate the complexities of the charge.
> In other words ZIOC use of the BSL tech would have been problematical for any number of reasons
>> The satisfaction of this charge (25th March) removed these issues enabling Greymont investment into ZIOC the very next day.
>>> Now ZIOC are working o