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------------SUNDAY CREEK GOLD CORPORATION POTENTIAL IPO------------

That will also have to be accompanied by a VALUATION REPORT, a Geo's Competent Person's Report.

Let us see how much will be the VALUATION REPORT as that has to be in the ADMISSION DOCUMENT.

As A.Bell Chairman of RRR said via a broker report , if the valuation ipo'ed is much lower to attract investors, it will adjust accordingly once trading etc starts. SO, LET'S SEE THE FQE £13.5m vs the IPO etc valuation given that was BEFORE SUNDAY CREEK.

Pi's view of the broker report is of no significance. Why? No private investor's valuation on any co counts to be published or accepted by the market. That is the difference. In the USA, the broker reports are done by licenced and qualified firms and recognised by the SEC. Here, in the UK, the FCA recognises the broker reports. There was a ho ha at GGP once and they rang the FCA and the 1st thing asked of the enquirer was ; "WHAT DOES THE BROKER REPORT SAY.?" The valuation done by FEQ on RRR -POW AUSTRALIA ie valuation basis was also given ie that it is in line with the market caps of the co's in that sector etc.

RRR 100% KILMORE -KILMORE WEST AT £13.5 MILLION LAST VALUATION IN 2023 by FEQ is now the HIGHEST RANKED

ASSET in the RRR Portfolio. It is the highest ranked as it is situated in a Tier 1 jurisdiction ie Australia. The valuation [pls check] was done BEFORE the Sunday Creek recent news @SXG, ASX and BEFORE the data , Sunday Creek EXTENSION.

Mkt Cap £2.07m currently at 0.04-0.05p spread. Wed, 19.8.24 A HISTORIC DAY IN THE HISTORY OF RRR.

-----RRR TURNED £1.5M PAID FOR AUSTRALIA 100% INTO £13.5M OVERNIGHT.---------

RRR sealed the deal today and bought PoW's 49.9% out for £1.5m.

Overnight per FEQ broker note of last year, the 100% of RRR -Pow Australia had a tag of some £13.5m [please check as this is from recall and Helpful in recent days quoted the figure as well]. RRR at 50.1% was the official operator partner but now the owner with full 100% rights.

The £13.5m valuation [pls check] was DONE BEFORE KILMORE-KILMORE WEST & Sunday Creek news and the extension to RRR's Kilmore-Kilmore West. SO, A NEW VALUATION HAS TO NOW BE DONE @IPO etc potentially.

Whilst many do not take broker reports into any account, the FCA does and on the American markets, everyone accepts this. There is NO questioning or ignoring the broker target prices as they deemed to be qualified and licenced.

The Chartered Accountant's Association [my term] is actually the Institute of Chartered Accountants. I call it Association because one needs to be a member if one is a professional Chartered Accountant. Where is this located.? As usual, in the UK at https://www.icaew.com See icon: Membership: Becoming a Member. See icon "REGULATION: ACCESS ICAEW REGULATIONS, codes and the statutory regulations THAT OUR MEMBERS, FIRMS, STUDENTS AND AFFILIATES =====MUST ABIDE BY.======" The address is : The Adelphi, 1-11 St John Street, LONDON,WC2N 6AU

[Reply in answer to the question below.]

Chartered Accountants are not "in the trade". Why? In Australia, they call all in the trade "TRADIES." This will be joiners, plasterers, builders etc. All Chartered Accountants are MEMBER of the Institute of Chartered Accountants and as said they have to ABIDE by the code etc as above. That is a called membership of a "PROFESSIONAL" body, hence why known as professionals.

I would like to add a further comment:

If anyone says they are a Chartered Accountant, they have to be a member of the Association of Chartered Accountants. As such, it is would NOT be in the keeping of that membership, if one posts on a public open forum and informs an enquirer akin to for the few by the few kinda of thing. Why? One knows FULL WELL, Company Law Lesson 1 about minority shareholders rights which I quote from counsel. 2ndly, the NOMAD is LICENCED by the FCA and therefore, they are bound by Co Law etc inc LSE rules, AIM Handbook and now MAR. Therefore, that is the function of the NOMAD. If , as Sir objects as a non-shareholder of RRR as to the work and remit of the Nomad, one can take it up IF one has the proof. Otherwise, why not RINGS COMPLIANCE DEPT OF KPMG where Sir works as a Chartered Accountant. That way, other posters will know all is in order and in compliance with the regulatory framework. Yes? No?

I already stated that was my observation of the new rules @MAR with other co's as well.

101 theory states where an asset is of substantial or substantive, it then increases EV.?

I like the DL style. He got FLOODLIGHTS on, Geo JV partner , Geo team , live video at the trenches.

He can move fast with the Geo work.

One of the co's that DL founded are now posting in consternation as to why there is NO more movement in the stock. Even posting has gone to almost nil. Well, I dont have the heart to tell them that shares need eye balls as DL tweeted about RRR Kilmore. Same discussion on SXG, ASX last night as to WHY is SML with a NZ project is valued with a lower mkt cap and Sunday Creek a higher mkt cap? Well, they concluded that SXG has a HIGHER PROFILE in the market due to the CEO. So much so, institutions have bought in and is less volatile than many of the pi owned stocks. Also, GLOBAL INVESTORS are interested , hence why DUAL LISTING. RRR is going to be riding on the piggy back of SXG but will still need more high profile exposure, hence the Chairman /CEO will be of importance [An Aussie running the co]. Just as ASFOORA is now high profile - even what the horse is doing this morning is of interest ie getting cards, walking his morning walk etc. Even the trainer is now high profile with HRH King Charles III having spoken to this AUSSIE TRAINER from BALLARAT. BALLARAT name is in lights now world wide. That is coverage. So, isnt Providence wonderful as who could have imagined something like this for RRR ie getting the only LICENCE next door to Sunday Creek @SXG, not hundred of miles away but only 14 mins away. Why didnt SXG get the Kilmore -Kilmore West licence as well, ah I dont know. Let's say RRR fell into it.?

Rights of the minority shareholder:

"One can BLOCK actions of the MAJORITY shareholder/s IF YOU HAVE 5% or more and can REQUEST GENERAL MEETING, if you have 15% or more you can try to block the co from issuing new classes of shares AT COURT. If you have 25% or MORE SHARES , EITHER YOURSELF or other MINORITY shareholders, you can BLOCK special resolutions. Special resolutions are generally needed to change the co's article of association, to remove directors or to buy back shares."

Source: Taylor Rose, Counsel. So, RichRichy1 , the above are your rights under Company Law. That is why many buy 6% or more of a co's shares to gain that 5% threshold.

RRR RNS , 19.6.24: Chairman Bell: " With Red Rock Australasia Pty Ltd a WHOLLY OWNED subsidiary, NEW EXPLORATION activities in the EAST of our licences at K I L M O R E are already being PLANNED, a c r o s s the BOUNDARY from Southern Cross Gold's EXPLORATION at S U N D A Y C R E E K."

DL, Advisor to RRR: Tweet: "....I'm sure the LADS in Victoria are BUSY ===========ON THE BOUNDARY===CLOSE WITH SOUTHERN CROSS ===doing their G E O L O G Y THING." Dated 15 June 2024.

Comment:

DL released the NEW GEO map for Kilmore with the mapping of the interpretation of the DYKES and DYKE SWARMS within Kilmore and Kilmore West [see RRR Twitter] and the marked DONNYBROOK GOLD FIELDS average @142g/t gold at Kilmore West. As I said, it shows a LOOP of the int of mapped swarms LEADING to Sunday Creek.

At the very minimum, what DL STATED would have been already done by now? Why has it to be done? Geo maps are 1 thing but that would not SUFFICE for any IPO, farm in, RTO etc. IT NEEDS GEO CONFIRMATION further to the RRR Teck Geo Map commissioned some time ago and POW Geo Report on Donnybrook goldfields @120g/t gold. SO, THE LADS IE GEO's would have taken ROCK SAMPLES ----SOIL SAMPLES---DUG A TRENCH/TRENCHES [not necessary for long trenches but cheaper types like deep holes do, XRF etc and check any AERO MAGS done and in the files @data base.

Why? It will be proof ie re-confirmation that the Sunday Creek trend extends to Kilmore. I DONT THINK that RRR would have concluded the deal without that info which is material -that's my view only as I would NOT sign without that Geo further report ie short one.?

Blueboy1975

LoL LoL Sat all day "SPENDING DADDY'S MONEY."!!!

Where did that idea come from? Interesting.

Yes, RichRicky1, that is right. On the day, IF Solgold receives an offer, the vote will pass ONCE THE VOTING has the THRESHOLD of votes. That is why, if one reads the forum, it will be down to the MAJOR INSTITUTIONS voting.

As for the Chartered Accountant, this is the only day absent otherwise, first thing in the morning at 5am or 6am. It is common knowledge. Richy1, EVERYONE KNOWS THAT PRINCIPLE OF COMPANY LAW.

POW

Before any co SIGNS A LEGAL AGREEMENT, they are deemed to have done DUE DILIGENCE. The VALUATION is also normally done by an INVESTMENT BANK [ Independent 3rd party ]. I cite the case of Cadence who got an investment bank to value their Amapa project given the last valuation was some time ago when AA owned it but many thing had transpired ie impairment due to a harbour accident etc. Cadence could not just rattle off any figure of their own accord.

If POW wanted to seek legal redress, then they would have to , in theory SUE the investment bank or whoever did the valuation. 1 side could argue, in Court, that it was negligence [substantive] but the bank may argue it was not in the public domain etc. So, both sides will to and fro and in the end, the legal fees would not be tiny.

WHY WOULD ANY RRR SHAREHOLDER WANT TO VOTE AND GO AGAINST CO LAW ?

Had the deadline not been met, it is without DOUBT, it would have to go for a FRESH VALUATION and one does not need to be a genius to know the principle of EFFICIENT MARKET THEORY which means in theory, potentially a higher valuation? All 101. Just for discussion only of academic theory.

On this forum, one said he was a Chartered Accountant. One of the papers he or she would have to pass is Company Law.

So, this question should have been answered by the Chartered Accountant. ? Hmm.

If you read the RRR RNS of Mar 2024 etc, one will find that there was a DEADLINE to meet to conclude the deal with PoW over the sale of their 49.9% stake in New Ballarat Gold Corp. Even that deadline for the AGREEMENT DEADLINE was mutually and legally EXTENDED by 1 day to take in the ASX opening after the Mon holiday. COULD A SHAREHOLDER voting have taken place in time with so many people owning RRR shares at different stockbrokers etc.? This is just 1 practical issue of timing in my view. But more importantly, HAD THE DEAL NOT BEEN SIGNED ON THE AGREEMENT DEADLINE, THE DEAL WOULD LEGALLY LAPSE. Then, PoW is entirely in their legal right to RE-NEGOTIATE or KEEP their 49.9% stake. This deal was signed in MAR 2024 when it was NOT YET KNOWN in the public domain that the SUNDAY CREEK MINERALISATION @high grade RISING SUN [SXG] was MOVING " W E S T ". West to where? To RRR Kilmore & Kilmore West. That was from the mouth of the SXG CEO in his presentation. AT THE TIME OF THE MAR 2024 POW-RRR DEAL , it was NOT YET KNOWN re: this material info? So, any new terms PAST the deadline would suggest that ... FILL IN THE BLANKS.

In order to expedite and meet the deadline, RRR obtained the MAJORITY BIG HOLDERS vote. THAT FULFILS CO LAW %.

So, the Nomad passed it. Likewise, the POW shareholders never got to vote on it either. Why? It was up to the POW NOMAD to be satisfied that it did not breach AIM RULE 15 ie sell a substantial part of the business which effectively would trigger Pow to become a shell? ALL THESE ARE UNDER THE NOMAD'S remit and authority.

So, if anyone wants to vote on the RRR-POW deal , they would have to CHANGE CO LAW so that even 1 share must vote and that THE MAJOR HOLDERS fulfilling co law threshold have NO RIGHTS over the 1 share holder.? That is why in the case of Solgold, Mather looks at the share register carefully to see which institution ie major shareholder holds the balance in voting if necessary? All part of the process one sees in co's.

AIM NEW RULES IE MAR

I have noticed changes in a few co's that I have observed. A co in Ecuador obtained $10m but it is silent where it came from ie no details. Another co bought a NT , Oz licence but no details either of purchase source and Reach RNS is also more common now. Therefore, I am guessing that this is part of the new style. One can understand why this is so?

Both the last RRR RNS & DL Advisor commented that work has been commissioned and the boys are at the boundary of Sunday Creek doing their Geo thing. At least the preliminary should be touched on. INTERVIEW PLEASE. Wed, 19.6.24

Https://twitter.com/PowerMetRes/status/1803307968265593169 Wed, 19.6.24.

Power Metal Resources used dark print:

"Accordingly, the co has been issued:

166,666,667 new ordinary shares in Red Rock Resources and now owns 3.87% of RRR.

£250,000 convertible loan note AND 100,000,000 warrants exercisable into RRR shares for 3 years at a price of 0.15p."

So, RRR now owns 100% of New BALLARAT Gold Corp [NBGC] and to be renamed SUNDAY CREEK GOLD CORP potentially to be listed on the ASX?

SXG , ASX listed ROSE 10.4% last night.

SXG is Sunday Creek's RRR's neighbour, 14 mins or 5 miles away at KILMORE-Kilmore West.

This is to add to the headlines "Australia's Asfoora conquers Ascot" which was all over Twitter last night.

So, today, RRR is awaiting the RNS relating to this co's acquisition of 100% Kilmore -Kilmore West.

All things Australian today. Wed, 19.6.24.

In Australia, RRR's neighbour, Southern Cross Gold, ASX Mkt Cap: >A$412m , their investors are now talking about Santana Minerals [SMI] with a market cap of A$276m in the broker note [currently A$217m].The resources is in New Zealand. Shockingly, the gold deposit is 1.6moz gold. Refer to the BLUE OCEAN broker note of 3 Apr 2024 & 7 Mar 2024 ["Preliminary Economics]. Within the two broker reports, they show the drill core of which is "coa#rse gold. https://www.santanaminerals.com/equity-research

Comment:

The usual methodology is to compare a similar potential deposit in a Tier 1 jurisdiction. SXG has an exploration target of 1.6moz gold equivalent [inc antimony]. SHOCKING as to how a 1.6moz gold is valued with such a high market cap and therefore, it has always been said, mkt cap in Oz is higher. I read about Santana Minerals on the Oz forum & just checked the preliminary. Both these projects especially SXG is not even finished drilling yet so NO JORC [maiden resource statement]. I looked at the Santana Minerals forward P & L [Profit and Loss] and saw that even in the year 2027, IT IS STILL GOING TO BE MAKING A LOSS. Why? Of course, as long as it is an exploration co, it will need FUNDING. That is a standard state of play for ALL EXPLORATION co's. LOOKING FORWARD TO NEWS ON RRR 100% DEAL with POW. The news on Asfoora is all over Twitter so, BALLARAT and Australia are having their day in the sun. The trainer Dwyer said their stables in Ballarat , Victoria , Australia are state of art. If one looks at the Charles III stakes, how Asfoora won over all the European horses is something everyone is discussing. Knowing the Aussies, they have a positive and can do attitude and this is something I like, rather than the defeatist , hard done mindset. Dwyer said his wife is Irish. After all, many Aussies are Brits anyway.

I ignore anyone that uses words like "garbage", "tosh" etc.

Helpful & Nike1980 et all, I have just watched the Group 1: Royal Ascot Charles III stake won by Asfoora, an Australian horse shipped in by the Australian trainer, Henry Dwyer from BALLARAT, VICTORIA, Australia. This is the star horse and trainer of Ascot 2023 UK of which HRH King Charles III attended and gave the prize away. I hope A.Bell watched as as Twitter stated : GLOBAL ATTENTION on the Australia horse, Asfoora & the Australian trainer. Isnt it a co-incidence that RRR's NEW BALLARAT GOLD CORPORATION is also in the heart of BALLARAT. Ballarat is not far from Melbourne, Australia.

Well, I think it is very encouraging that BALLARAT is coming to world attention today ie global. So, as one waits for the RRR RNS [and from PoW] relating to the deal re: Sale of NBGC to RRR who will now own 100%. Very auspicious. News, Tues, 18 June 2024. I have not addressed the rest as no one turned up today on this forum except Helpful & Nike1980.