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The best summary is p50 of the prospectus, which is now on the Pembridge website. Yes there are 47m CAF warrants at 4.34p. Since they won't be exercised until we are at least 6-7p I think we'll all be smiling when people are able to exercise those! Here's what the doc days: 13. Warrants At the date of this document, the Company has 47,082,948 Warrants outstanding, each entitling the holder to subscribe for one Ordinary Share at a price of 4.34 pence. The Board proposes to issue new Investor Warrants to subscribe for up to 156,250,000 New Ordinary Shares at an exercise price of 3.2 pence per share to those new and existing Shareholders that have participated in this Placing and Subscription. The Investor Warrants have been issued on a one for one basis for each Ordinary Share purchased as part of this Placing and Subscription and are exercisable at twice the Placing and Subscription Price. The Board proposes to issue new Adviser Warrants to subscribe for up to 4,054,781 New Ordinary Shares at an exercise price of 3.2 pence per share in part compensation for their services. Details of all Existing, Investor and Adviser Warrants are set out in the table in section 14 below. These Adviser Warrants and Investor Warrants are exercisable at any time up to the second anniversary of Admission, at which time they will lapse. Further details of the Existing Warrants are set out in paragraph 10.8 of Part VII of this document.

Speaking as someone with a 2.5p average I wasn't totally chuffed by the raising price either but, as they say, welcome to broker world. I was mulling this over the other day. Linsley basically wants a listed vehicle and some cash. How do you get there? First route is an IPO. That's a slow process, and incurs high fees. I remember the MKA AIM admission and there was some eye-watering bill for fees etc, I took part in the concurrent fundraise and I was not a happy bunny to see over a third of the fundraise go to the lawyers et al. That was effectively a big discount (but not in my favour). The upside of an IPO of a cash shell is that it you take part at cash and it gets valued generally (see AUCT etc) at cash once listed. The downside is that there is a big chunk of that cash thrown away right at the start. A Rule 15 fundraise etc is much cheaper in fees compared to a full fat IPO because a lot of the stuff is already in place (eg an existing listing). The downside though is what you might call the "ADL scenario". You'll remember Dave Whitby opening his mouth on a podcast and getting CEB suspended. They now needed to raise money while suspended, with the proviso that if they failed, they'd be delisted. (So actually a bit like a Rule 15). The brokers thus had them by the short and curlies and provided funds under poor terms. For PERE the upside was that this was a quicker and cheaper route than starting from scratch with a new IPO. The downside was the weak bargaining position that inevitably comes from having a clock-to-delisting ticking away. What we've lost on the discount we've probably offset by the reduced fees. One other point - from the broker perspective (who is looking after their clients putting cash up, after all) they basically did the standard "£500k plus cash on the books" valuation for PERE, which pre fundraise does come out at roughly 1.6p give or take. Since the company hasn't any assets yet and hasn't (yet) done any acquisitions, I do see where they are coming from (even if my own 2.5p average shows I do rate this team and give a valuation that is higher than the cash+listing baseline valuation). Come nine months down the line, PERE will be valued on one thing and one thing alone - their ability to source interesting assets and execute the plan. If they don't do that, the placing price is irrelevant. And if they do, then we'll have all forgotten about it!

Yes I noticed that - another clue being DL's salary not starting until they've done a RTO. Certainly looks like they have something substantial in their sights.

The point here is that AIM rules specified a minimum raise of £6m to retain the listing. That's way too much for a cash shell that has yet to demonstrate it can execute. The dilution at that point would have been eye-watering. Better then to use the standard list approach which doesn't have the same stupid requirement, and raise what you need not what you're forced to. Btw the plan afaik is to use debt for the bulk of any acquisition (the traditional PE approach) with some cash and vendor shares alongside. For each million of cash you can get £3-5m of debt, so those acquisitions requiring those sums are within reach. Finally, read the bit in the prospectus about share issuance authority. They can't issue more than 10% per annum in placings or for acquisitions (thats a big difference between standard and AIM), although they can do an additional 20% by a rights issue if needed (which has to be offered to all shareholders). Future dilution will thus be relatively limited, because this isn't AIM and the regs don't allow it. Which is nice :)

Ooh well spotted ! Afaik that's a typo. The original settlement date was going to be that but slipped for administrative reasons to 21/8 Trading will start again in three weeks on the 21st, assuming the GM voting goes the right way etc etc

It's in everyone's interest that the SP increases, including the board and company business. Since the intention is to make acquisitions partly funded by fresh equity to the vendors, the SP needs to be strong so that there is maximum buying power. Linsley is very vocal about "lifestyle" companies and I have no sense here that is his intention - quite the opposite. Yes he wants to make a shed load of money (hint: so do I!) but for that to be linked to shareholder-relevant performance (eg NAV growth). Remember he's from a hedge fund background - if he could be remunerated in the "2 plus 20" style I'm sure he would. What I don't think for a second he will do is take a bloated salary and sit drawing that for years while the company goes down the pan (step forward so many current AIM CEOs!). Making the big bucks won't come from a fat salary anyway - it's going to be from Pembridge being a rip-roaring success. There are loads of risks with a small cap natural resources fund like this, but the CEO taking the mickey isn't one for PERE.

Which bit of text mentions resumption of trading on 9th?

Hi lotto I'll have a good read over the weekend - plenty of interesting stuff in the rns. Mark is a private investor, I've met him at Mining Maven investor events. He specialised in natural resource stocks (ie a fellow deep-value contrarian)

So yes, I'd agree

I tend to prefer the Canadian approach of reporting the current issues shares plus the fully diluted number (ie all warrants and options ).

Pardon?

Lol!

Draft What difference does a share consolidation make though ? (Other than to deal with occasional 'issuing at below nominal' technical matters) If you have £10k worth of NYO shares that's 1% at current mcap. Post consolidation your holding would still be worth £10k and you'd still own 1% of the company. Nothing changes so I really don't see why not consolidating is a good / bad / indifferent thing. What's your thinking on this, Draft?

To clarify, the proposal is not to appoint two NTOG directors. It's to appoint an independent director in the form of Zac Phillips, an extremely well-respected oil and gas analyst from SP Angel. He's not a director of NTOG and afaik has no connection with them prior to this requisition. He would be a tremendous asset to the MAGP board in any set of circumstances. The other proposed director is the non-exec chair of NTOG but more importantly is the current CFO of San Leon. That's hardly a piddly little oil and Gas play. He's also waiving any fees from MAGP for the first 12 months. I would suggest both proposed directors are serious heavyweights and would enhance the MAGP board. There's also no suggestion publicly (other than BB posters saying "go on make an offer for us") that NTOG want to takeover MAGP and asset strip it. Ignoring the rather obvious point that they don't have the financial clout to mount a TO, their actions don't fit that. The proposal to replace directors would not see NTOG gain control of MAGP via board voting. What it would do however is parachute a couple of new names onto the board who would no doubt shake it up. Zac Phillips is very outspoken in public (he's called "The Knife" as a result) and I am sure would take an equally robust approach to the Board. Given the evidence of RW's behaviour, a good shake-up of MAGP might be just what it needs.

The question is not whether NTOG v MAGP is the better. It's whether the remuneration package for RW is appropriate for a loss-making company with the tiny mcap MAGP has. It's whether her actions (and the wider Board) give evidence that she prioritises shareholders over herself and her family. I would personally say that her action of responding to a GM requisition by immediately writing a new service contract for herself that doubles her (already generous) notice period is an action of someone who treats the shareholders (who own the company she works for) with contempt. Employing her daughter (historically) and her son-in-law (currently and in a senior position). Were these two individuals REALLY the best qualified people she could recruit to the posts? Taking a very substantial personal salary for a company with the size and (lack of) profit MAGP has. Are these the actions of someone who is putting shareholders first? Or someone who sees MAGP primarily as a way to enrich herself and her family by way of fees and exhorbitant severance terms?

With the various corporate governance issues at MAGP - the change-the-service-contract-to-screw-shareholders being the best example - do you feel RW is aligned to shareholders and has respect for them?

Only if they got broker warrants too ...

Yes three was just silly, most companies have one or possibly two. Three for a company like PERE never made sense. No reason to think there's been any fallout, Shard are sound but you really can't have that many brokers and their fees.

Yes correct - although that's the authority, not the obligation, to issue. Usually on aim you just see one load of shares being authorised with all having pre-emption rights waived. It's a refreshing change to see the majority here being as a rights issue. (Although that's much more in keeping with a standard Investment Trust behaviour). For any acquisition there are a number of ways to pay for it : A. Provision of expertise. Imagine a family with a mine they've inherited they don't know how to mine. Let PERE operate it in return for them having a chunk of it. B. Cash (the stated intention is to use mainly debt) C. Equity - shares in PERE given to the vendors in return for a stake in asset. That nicely aligns both parties. Owners get their mine operating better and revenue from their partial stake, plus have a stake in pere to motivate them to work nicely with pere. Or a blend of the above. C. Obv requires ability to issue some shares to the vendors, hence the disapplication of pre-emption rights.

Lotto - share issuance. A tad complex. You need two things. Authority to issue, and authority to disapply preemption rights. Latter is right of all shareholders to participate in share issuance pro rata. A rights issue doesn't require the second as its pro rata in the offer. So it's split into a smaller chunk that can be used very flexibly but the bulk is the second chunk (RI) that means future fundraises using that authority have to be via a rights issue to us current shareholders as opposed to a bucket shop placing with a pile of non-holding spivs. Which is rather nice I have to say. I don't think they need any authority to deal with WTI as those shares already exist. If WTI want to exit (no reason to think they do just yet) then all that's needed is some work to find a matched buyer, which is the brokers job.