Member Info for RamonM

So what does Elevra do now? Realistically, whoever acquires ALL is unlikely to reopen or renegotiate the JV terms with Elevra. If Elevra then fails to fund its agreed share of costs, it risks losing both its equity stake and its offtake rights. In that scenario, a buyer of ALL could end up holding 81% of Ewoyaa and 100% of the offtake.

I’ll be very interested to see how Elevra responds, because at some point they will have to say something. The worst‑case scenario is that they remain silent until the next Quarterly Update — but even then, there is still ample time for new bids for ALL to emerge after that.

If Elevra have thrown ALL under the bus, what other option had ALL than to do the same to Elevra??

I’m slightly relieved, as at least there’s now a clear way out. It was evident that Elevra had no real interest in continuing the JV, particularly as they saw no benefit in doing so. At least the uncertainty around where the financing would come from is behind us. There is now an agreed path forward, and that path is a takeover.

Some people might assume that securing funding would be straightforward and that everything would be smooth sailing afterwards, but that clearly isn’t the case. For now, let’s just try enjoy the ride and hope a bidding war emerges. ( @Wink50 — Assore won’t be bidding, as they’ve accepted this offer, and Elevra certainly won’t either, as they have absolutely no interest in Ewoyaa.)

Whenever this is over, I will defo leave this chat rooms, there is clearly a lot of intelligent people here, but plenty of charlatans as well!

Yes, it does. So, that means no more bidding from them, is thar correct?

What you CAN do under a binding SID

(Usually via fiduciary‑out, superior proposal, and change‑of‑recommendation mechanics)

1. ✅ Receive unsolicited competing proposals

A binding SID cannot prohibit the target from receiving an unsolicited approach.

Directors must still be allowed to receive, consider, and assess approaches to comply with fiduciary duties.

What matters is how they respond, not that the approach occurs.

You are not “shopping the company,” but you are allowed to open the door if someone knocks.

2. ✅ Provide information if a fiduciary‑out is triggered

If the SID includes a fiduciary‑out (it almost always does in credible deals):

You may:

Provide non‑public information

Grant access to management

Allow due diligence

Only if:

The proposal is (or is reasonably capable of becoming) a Superior Proposal

The board reasonably believes failure to engage would breach fiduciary duties

This is usually subject to:

Confidentiality deeds

Standstill provisions

Notice to the original bidder

3. ✅ Change or qualify board recommendation (if justified)

The board can:

Withdraw or qualify its recommendation

Recommend a superior proposal

…but only after:

Acting in good faith

Properly assessing value, certainty, timing, risk

Following the exact procedural steps in the SID (notice periods, matching rights)

4. ✅ Trigger the “matching right” process

If a superior proposal emerges:

The original bidder gets a right to match or improve

Typically 3–10 business days (varies by SID)

This does not prevent competition — it simply structures it.

5. ✅ Continue background market signalling (carefully)

You may:

Respond to inbound interest

State publicly that the board will “consider any superior proposal”

You may not:

Actively solicit bids (see below)

What you CANNOT do under a binding SID

These are the hard boundaries that frequently trip people up.

1. ❌ Actively solicit or initiate competing offers

Most SIDs include a “no‑shop” clause, meaning you cannot:

Contact third parties to encourage a bid

Restart a sale process

Run a parallel auction

Say “we are looking for a higher offer”

Even informal outreach can breach this.

2. ❌ Engage with inferior or speculative proposals

You generally cannot:

Spend time on low‑ball or non‑credible offers

Provide information to a bidder who cannot reasonably deliver a superior proposal

Boards must show discipline and proportionality.

3. ❌ Provide information inconsistently

You cannot:

Give a rival better or earlier access than the existing bidder without justification

Breach confidentiality or equality principles

Unequal treatment is a classic breach trigger.

4. ❌ Frustrate the agreed transaction

Typical SIDs prohibit the target from doing things that could:

Reduce value

Alter capital structure

Sell key assets

Enter material contracts outside ordinary course

Even if these might entice another bidder, they’

so here’s the reality: you have the ghanaian government pushing hard for the mine to be built; you have a joint venture partner who clearly does not want to proceed and is deliberately dragging their feet; and you don’t have the financial capacity to build the mine on your own. time pressure is intense. in that situation, what exactly do you do? nothing—just keep getting coffee refills at your nearest starbucks (amanda-and-keith style)?

yes, we can all agree this deal is poor (its ****e) and well below what assore proposed at one point. but you can’t move forward with anything unless there’s an opening bid on the table. thoughts?

This is a disgrace. But unfortunately its the only way to deal with Elevra as they wont play ball, get the project going to satisfy Ghana's needs.

18.8p until (and if).a better offer comes

Overall, this wording means:

the buyer is making a serious, committed offer,

the seller is largely agreeing not to seek competing bids,

but the board still has a legal duty to consider a genuinely better proposal if one emerges

How about this?

https://investingnews.com/posco-finalizes-min-res-deal/

South Korean steel and battery materials conglomerate POSCO Holdings (NYSE:PKX,KRX:005490) has finalized a US$765 million agreement with Perth-based Mineral Resources (ASX:MIN,OTCPL:MALRF) to acquire a 30 percent stake in two of Australia’s premier hard-rock lithium mines.

Yes. I agree, some national news is good, the more pressure the better!

I cannot MIIF and Assore having a collaborative relationship with Elevra. They will see Elevra as a nuisance, who is treating Ewoyaa as their cash cow. As for Elevra, they believe they are entitled to.more than they are and shouldn't be having to deal directlt with 3rd world countries, organisation or businesses. Very difficult to.get them all working together

@swest42 , I agree. The merge to create Elevra was announced in early 2025, a very basic risk register should capture the risk of Elevra not prioritising the finance of Ewoyya should be on the top3 of that risk register (alongside risk of no ratification and risk of low lithium pricing).

I assume the quarterly update doesn't capture anything that might have happened in April?

The only way forward is sell it, and unfortunately i don't think it will be above 40p a share

What i mean by interested in the offtake is that they will not contribute much to build in the short/medium term, they are interested in developing this in their own timeframe

Major Tom, do you really think that Elevra will commit $58m in the short/medium term as per you previous calculations? Where are they getting that money from?

Assume the mine requires $180m to develop, with $90m secured through debt financing. If Elevra remains non‑committal on FID, the project effectively stalls. That leaves $90m to be raised in equity, which would typically require two offtake agreements covering 50% of production each (i.e. $45m per offtake). However, the 50% offtake linked to Elevra cannot be sold, as they have not formally walked away from FID.

So how is this resolved—unless a new partner is brought in willing to take over Elevra’s interest at a premium, or the situation ultimately results in a takeover?

There are undoubtedly some very intelligent people involved here, but are most readers actually able to read between the lines?

Does anyone genuinely believe that Elevra intends to commit any meaningful capital to Ewoyaa?

How many times do they need to state that this project is not a priority for them?

It is clear that their primary interest is retaining the offtake. The real question is: how much value would ALL realistically realise from selling the 50% of the offtake now allocated to Elevra? Elevra is not interested in anything else than the offtake, they have their own project that keep them busy and emptying their pockets

"the Ghana government can initiate swift actions, such as termination or revocation of mining leases, often under provisions like Section 68 of Act 703 for breaches. Recent actions highlight the government's power to revoke leases over violations or order sudden operational changes, such as mandatory local contracting by December 2026"

N2S, Elevra have been saying for a long time officially that their priority was NAL. BAsed on the capital requirements of NAL, there would be no money left for Ewoyaa. And their plans to finance Ewoyaa were very wishy washy. Am I wrong?

Wink 50, we all recognise that ALL does not have the financial capacity to buy out Elevra’s stake, nor does it have the ability to reallocate Elevra’s 50% offtake to third‑party offtakers. That effectively leaves only one realistic scenario: a single party acquiring 100% of both ALL’s and Elevra’s interests.

That said, it reflects poor structuring and lack of foresight to enter into an agreement that leaves one party so entirely dependent on the actions—or inaction—of the other.

I'm still gobsmacked about how amateurish the management has being. It was known for a long time that Elevra were going to shaft ALL - didn't they get the memo? I understand that nothing is as easy as it seems, but they had nearly 2 years to work on a contingency plan??? Something enlighten me please