Member Info for Muck165

I understand that ASI. The AGM resolutions are routine. Please tell me why they couldn’t have called it in October/November.

All this stuff about different notice periods is a bit of hokum I think - fact is they could easily have had an AGM last year in the normal way, proposing the same routine resolutions that are on the table as now, and then announced the RTO/suspension/raise thereafter.

As you say - place your bets!

If this does all complete though then one thing is certain - the free float will be an awful lot smaller than it is now, at least for the lock in period. That may well result in significant volatility.

Just further on this.

The 2024 AGM authorised headroom, said it would expire at the 2025 AGM, but also provided that;

“The Company may, at any time before such expiry, make an offer or enter into an agreement which would or might require shares to be allotted after such expiry and the Directors may allot relevant shares or grant Rights to any such offer or agreement as if the authority conferred hereby had not expired.”

I think there was about 4.5bn remaining 2024 headroom, and good argument it lapsed on 31/10/25 by when a 2025 should have been held. But there might also be argument it only lapsed at the end of 2025. If that’s the case, then Vast would be acting within its 2024 headroom if it reached agreement with BS to issue placing shares BEFORE the end of 2025. We were told about the placing and RTO on 22/12/25, and I just can’t see how the 80% share consideration could have been arrived at unless the placing terms were already agreed.

So, if we continue on that basis, no further headroom authority would be required and we would have to see a raise at a significant premium to current price. BS won’t care because it’s all circular - ie they get more share consideration for Gulf in return. And you can also bet your bottom dollar they know what the remaining diamonds are worth too, being value they will get.

So how might this play out for us?

- Admission doc is published, detailing a raise at a premium and book build offer.

- Personally I don’t think suspension will be lifted at this point, but it could be.

- Rockets and shouts of boom infect this board. “Trump must have signed a deal”. All smoke and mirrors.

- We vote yes to all resolutions

- Placing completes, RTO completes, and I think suspension will be lifted at this point to allow trading in the - enlarged entity.

-Crucially though, the free float will be tiny because all parties connected with the transaction are locked in, both in respect of placing and RTO shares (I think).

-You might see a significant price spike and volatility.

- Any spike would only be increased if diamond sale news followed quickly.

Just thoughts on a possible scenario. Could all be hogwash.

It’s really niggled me that a £7.5m placing seems almost impossible to get away, and that 80% of the enlarged capital equally seems extraordinarily high given what Gulfs latest financials indicate (especially given we should be a debt free vehicle at that point).

But what if the placing investors are in fact the BS shareholders?

In that case I can’t see they’d worry if the raise was at a discount or premium - they’d just be looking at a final ownership outcome, and they could guarantee that by setting the RTO consideration % knowing what price they were paying in the placing. Ultimately they’d end up with almost total ownership of a listed vehicle with a clean balance sheet, and diamond proceeds to essentially fund their own existing venture.

And you can imagine this board if the admission document confirmed a premium raise - everyone would post rockets when the reality would be nothing more than smoke and mirrors.

Just a thought really, but it does kind of make sense to me. Fundamentally I just cannot see why any third party investors would fund a premium raise knowing they’d be immediately and massively diluted, but I can understand it if the investors aren’t third party but already stand to benefit from the transaction as a whole.

That’s the conundrum. On the face of it there is zero reason to think a £7.5m placing plus further book build could be achieved, even more so given an immediate 80% dilution would follow. It only makes sense if investors think the enlarged entity is worth north of £65m and there doesn’t seem to be anything out there to support that.

But if that’s the case then how could the Nomads even allow AP to propose it?

Suspended since before Xmas yet IG send this email 3 weeks later on 15/1.

Any coincidence that 15/1 was the very latest day that Vast could have called a GM in time to get votes passed by the debt deadline?

Miraculous news of a diamond sale in the next week or so, or we’re relying on further creditor forbearance.

I see he’s started another venture that looks to have nothing to do with us…

https://www.linkedin.com/posts/scottbewley_ai-artificialintelligence-aitools-activity-7416750949806858240-M82-?utm_source=share&utm_medium=member_desktop&rcm=ACoAAEuI5eIBooawepY_Ubn_CKcFOzTXAaBN1HA

14 days for a GM, 21 days for an AGM. In both cases this excludes the date of publication.

So it’s now too late for either an AGM or GM by 31/1.

That being the case, I can’t see how AP can pay the debt by 31/1 unless he’s sold some diamonds to cover it, or somehow he’s able to use remaining 2024 headroom authority (assuming it’s not lapsed) to raise at about a 30% premium.

Not if he wants to hit the transaction longstop of 13/2.

Equally, looks to me like price is based off Gulf financials as at 30/6. That’s going to be at least 7 months old by completion, which is already a stretch even with leakage mechanisms in place. Any longer and I think you’d be getting into price re-negotiation.

If the MoD is our customer, then we’d want to be sure they’re happy with him. Should be straightforward I’d think if he’s in a similar role already.

Rarely is.

The fact VAST thinks it can get such a huge placing away, with a massive and immediate dilution certain to follow, is just something I can’t get my head around. I can only think that either AP has something truly incredible up his sleeve that results in the enlarged entity MCAP being many, many multiples of what it is now, or this is all just AP in an exercise playing for time.

Apologies if this has been posted before, but I see Find Out have worked on their site, moving it beyond just a web presence for funding and into something looking more operational.

https://findout.health/

The frustrating bit is obviously the timeline, with first tests only expected to launch in November this year, with further tests next year. More patience required…..

All that said though, it is also difficult to understand how Vast, a company in deep financial distress and with a history of failure, will be able to get a raise away for an amount in excess of its current MCAP unless they have some compelling growth story to tell the market.

Yep.

Although kinda makes you wonder why we’re showing little if any revenue for our current 4.9% interest despite taking on the management nearly 2 years ago.

49% of it, yes.

Will be interesting to see what revenue Gulf earned from it last year, and what it cost to generate.

I think all BS shareholders benefit ASI, not least because post transaction the capital markets become available to it to raise funds. I imagine that’s a major driver for them, but a further concern for us. Dilution through the raise, dilution through the acquisition, and then further dilution to then fund proper JORC measurement, revised mining plans, and execution. It could be like BP all over again.

Could be that.

Could equally be that Alpha and Mercuria have finally lost patience and AP needed to come up with something to legitimise a raise sufficient to pay them off.

Yep, I think that’s right hugop.

In that regard BTW, I noticed from the RNS that whilst AP confirmed the extension, he didn’t confirm we’d used the $1.09m diamond proceeds to pay debt down. It was a perfect opportunity for him to do so and my running assumption, therefore, is that he hasn’t. Equally, whilst I agree we can continue to trade and sell diamonds whilst being suspended, I can’t see any Dubai TAGS tender in which we are (or might be) involved over the next few weeks. Might be wrong, and of course they all might be getting marketed privately.

So it really does look to me that the placing/bookbuild is very much geared to pay down debt, with diamonds remaining unsold until after the acquisition.

If that proves true (no guarantee!) then it will annoy me given AP has always said proceeds would be used to pay down debt, and because BS shareholders (including our own CEO) rather than existing shareholders will end up owning most of their value. And it will annoy me even more if the admission doc doesn’t at least give some kind of value attribution to the remaining diamonds so that we can really understand how much they will all be getting.

Ultimately I stand by what I’ve said before - this is a last hurrah for AP to save the company and existing shareholders will lose out the most.