Member Info for oldspursfan

CTC - yep I see what you are saying. The only thing I would ask is

if after all this time and effort (and the 8.5's have been no small task!), all that happens is a sale of WK, yes it may not need a vote, but would UBS, Piper, CITIC et al think that's worth it? It's their vested interests in a huge deal that lead me to believe it's big time and "success" fees will be well earned.

...I don't know what to read into it, if anything. Fact is it isn't going to be long before we know. And if worst comes to worst I've at least done them the service of highlighting a gap in their Articles of Association.

Manna TBH I just consider myself to be insignificant...!!

I've tried looking GFD and can't find anything specifying a minimum number of days notice for an emergency addition. You'd have thought in the Articles of Association, but it's not there, and the Company haven't confirmed back to me either way (if there is/ what it is).

TBH the way this BB goes: issue on Friday and everyone's decided by Monday anyway!

Hi Ian_
If it's alright with you, kind sir, I'd like to put my money where my mouth is and go for the next major RNS this Friday 23rd, adding an emergency resolution (recommended offer) to the GM next week. We should know by then if the GM is purely about the rights issue or not...
Thanks!

Duck - Haha! EPIC would suit as well!

Have to disagree though there's no point in a suspension between announcement and vote, just between when the Board have said "that's enough" and announcement of recommended offer. So 0730 RNS: "Suspended pending an announcement" then a few hours later "Board Recommended Offer" - the SP will automatically move to within a few % of the offer price, maybe higher if a counterbid is possible but no reason to stop trading in the run up to the vote.

Opto - yes it would need a vote per AIM rules, if it's a full t/o or significant asset sale - Board put forward their recommendation, meeting convened/ deadline for votes set. Only slight caveat to that is how we define "significant" and would WK and/or MT individually now qualify in the context of Rosgeo JV???

If you think about it in terms of specific need, what could be upcoming that means EUA have to meet a huge cost? Friend of the BB Frances has twitted her view that's it's a break fee; not convinced the Board has committed to one buyer such that they have "broken" any agreement, as it wuld have to come to us as shareholders first.

My thought a couple of weeks back was that the recommended option could be one of these "complex structure" that gets reflected in the share price but doesn't give us the cash upfront to meet success fees. It was assumed "success" equals outright sale with 100% asset ownership transferred - so money in, pay fees out of that. Would the creation of a Kola (+WK) "super mining behemoth consortium" count as a success if EUA are still involved? F-knows, but that was my thinking!

Mooching Duck, thanks both!!

Duck either I'm being dumb or EIC was a typo, did you mean "EPIC deals" by any chance!!? I think the ship has proven to be leak-proof enough not to warrant a suspension pre-announcement, but if it does it won't be for long.

Mooching - it wouldn't affect the buyout price just the relative cost per share, so we'd get diluted not the buyer. I'm also pretty sure the same questions were asked back in August when the BoD did an Institutional Placing out of the blue then.

I highly doubt it will be for the full 250m shares, maybe a £10m raise if it happens, like last time. In terms of morals, though, I think it depends, if the Directors want to move onto new ventures then proving yourself amenable to II's and letting them in for a quick-yet-effin-humungous profit, wouldn't do you any harm in the future, when it will be the self-same Insti's you may need to call upon?

That's a guess on my part, but without any obvious cash calls that would make 6m in the bank insufficient to see you through one month's activity, it's the next go-to.

Hi Opto
Thanks that's pretty much what I was thinking and as far as I got trying to interpret the various sections of the Act! God I'm sad...

Just to clarify, I was thinking this "right to rights issue" resolution was a red herring in the context of the reason for the GM next week - something quoted to get the date in the diary, and the Board would announce an emergency resolution to add to it. If nothing specifies it, then 7 days sounds sensible to me especially given the mechanics of voting in COVID times, but it won't be long before we find out!

If it is all about this resolution, then it has to mean something's going to happen in May. It has to. Several possible reasons exist why they could need additional money, but nothing leaps out as demanding it right now/ why it cannot wait until the AGM that could literally be 4/5 weeks later, and this resolution will have to present because it will expire and need to be voted on again?

That's the gap the documentation doesn't address - why the urgency? They're not going broke, no major commitments are due up right now, and the AGM is just a month or so away. You'll see my question to the Board was effectively would they be able to explain a bit more to shareholders why they need this resolution passed and need it before the AGM in June. Not expecting much formally, but a bit more than "strengthening negotiating position" which on the vagueness scale scores very highly, and ignores the fact we've been negotiating in various forms for years, and via the FSP for months!

So to me it's either real reason for GM is due - and due now, or something is happening in May that demands the issue of shares (worst case is an II wants in/ to up their position and cannot be arsed to buy on the market). I know the board are fond of curveballs, but what I don't especially want is for the AGM in June to happen, this resolution get passed/re-validated for another year, and we look back at this EGM and think "well WTF what all that about...?"

Also I followed up with two questions specifically about the GM, but not yet had a response:
> Is the resolution stated still a "special" resolution as the circular/ notice doesn't state it. Would assume yes, given it was special at the AGM, and invokes the section of the Companies Act that overrides shareholder rights , which is stated as needing to be "special". For info "special" means >75% vote in favour needed to pass, as opposed to "ordinary" resolutions which require a simple 50%

> What is the minimum timeframe or notice period for resolutions to be added to an general meeting agenda? Doesn't appear to be stated in the company's Articles of Association, but would think there is some hypothetical scope for adding emergency resolution if the GM is already in the diary.

Still cannot quite shake the feeling the rights issue is a red herring, but admit I think they are running out of time to get another resolution in and amended circular out for voting on (especially as it's "virtual" and most of us go through brokers/ nominee accounts who will need to be notified during working hours). Possibly Friday absolute latest??

Meant to advise: not sure if anyone else has submitted any questions to the EGM, but I had a covering response. Nutshell:

> Board intend to answer questions for the general meeting, before the meeting, but not necessarily before voting
> Cost is not significant, but EGM takes up quite a bit of time and energy.
> "The board is aware of the question of timing of this meeting, relative to the usual AGM window"

So from this we can probably expect some comms in the next few days directing us to the Board's responses, suggestion is that they will answer queries in advance of the GM. Hopefully shedding a bit more light on why they feel they need this passed now, and not instead just focus on getting the annual report out and AGM in the diary as early in the May/June window as possible.

Depends if there is still time over the next few days to add new resolutions and amend the circular. It could be that the initial notice and one resolution provided is more about just getting the meeting in the diary and more could follow in the run up...

Not sure if there is anything to restrict an emergency addition, or how many days notice represents the cut off, after which it is not possible.

CAW don't we already have wholly owned subsidiaries like TAO Terskaya, and the mining licenses sit with them and not Eurasia Group level? If they were selling off WK for instance, they would simply sell Eurasia Group's interest in the specific subsidiary, they wouldn't need to split the company?

Unless I'm misinterpreting what you are suggesting!

Hi Mooching
Honestly? No idea. There is a chance, undoubtedly, and the potential of the company would more than warrant a premium to anyone wanting in who cannot be a*sed to buy on the open market.

What's key to me and the gist of the question I sent earlier is why this resolution, and why now? It will be up for vote again at the 2021 AGM, which is timetabled to happen in June, so if passed it would only be valid for what, 6 weeks, give or take? Suggests something is being lined up to happen in May. Quite what is anyone's guess!

NTTG the way it is worded it links to resolution 7 from the September AGM, so the same limit of 250m shares as decreed then. Key thing being the reference to the companies act section that allows then to bypass existing shareholder pre-emption rights. Therefore the authority not just to issues shares, but in the manner they see fit.

Could be an institutional investor is in the wings wanting in or wanting more and cannot wait until the next AGM? Again a guess on my part.

Hi Paul
Buy first ask questions later?
1. Dont think anyone has said "not to buy in at this price" so it depends on what you believe the prospects are
2. Yes, plenty average between £1.50 and £2 but EUA seems to be forever expanding which may change this
3. GGP has higher MCAP due to more shares in issue - direct comparison of SP is futile. In the event of no sale, well it depends what else/ "other structures" are put forward. Nobody knows exactly how this will end, but end it will.
4. Lots of ideas, nothing definite
5. Anytime. EUA are running an exceptionally tight ship compared to most, no-one knows though feel free to have a stab yourself.
Hope this helps

It's a Special resolution so requires 75% FOR to pass. Also it didnt fail so much as couldn't be accurately counted, and wasnt deemed crucial enouigh in September to chase at the time.

Wouldn't any vote on the FSP offer only need >50% so would be classed as an "Ordinary" resolution? Can't need 75% to agree to a sale surely?

Have submitted my question too, thanks for the reminder CAW.

Hi Skewwy - yep see what you are saying there, largely depends on how the FSP ends though, and if it is with a "Board Recommended Offer" then the share price should re-rate to near-enough the price of the winning bid. It wouldn't then make sense for a "hostile" to accumulate shares in the open market as it would be easier to go public with a counter offer before the vote is passed.

Or the Board could simply suspend trading for a bit, pending the FSP closure/ recommended announcement if they were so inclined.

Next AGM is scheduled for June? Sorry was going off last year when it was in September! Even smaller window then - and ever more intriguing.

Poison Pill was discussed last night and considered to be effective only in the event that someone is going for hostile takeover via the route of buying up shares - no-one in the FSP is permitted to do that whilst it remains ongoing??

Something else I've been mulling over today - what is the minimum amount of notice for a new resolution to be added to the agenda of a planned General Meeting? Just wondering if this Special Resolution is a red herring, and it's more about getting the GM date in the diary - the real reason for it to be disclosed in the run up (and amended circular issued)?

Is that feasible e.g. 7/10/14 days notice? Are we about to hear big news to vote on very soon?

Investor12 - it's about granting the BoD authority to issue shares up to a maximum nominal value of £250k (so max 250m shares given its 0.1p nominal value - your shareholding states this as "Eurasia Mining Ordinary 0.1p"), valid between date of it being passed and the next AGM.

As mentioned it is standard within each AGM's list of resolutions, classed as a "special resolution" as the BoD wish to bypass existing shareholder pre-emption rights, and effectively have the authority to choose how and to whoo any of the new shares will go to (Companies Act requires this type of resolution to be passed with 75% majority, as opposed to a simple > 50% for Ordinary Resolutions).

Apart from that nobody knows how the BoD wish to utilise this: so how many of the 250m shares they intend issuing (if any), how much they wish to raise and for what purpose (if anything), or doing this direct with Institution Investors or via Open Offer to all, is purely guesswork. The fact they cannot seem to wait until the next AGM in c.September time suggests they want to do something near term and need this resolution passed/ string added to their bow.

Hope this helps.