Member Info for RKBeekeeper

Appointment of Chief Commercial Officer
Today we have an RNS to set-the-tone of the direction Chill Brands are heading in.

We now have a Chief Commercial Officer (Michael Sandore) who has extensive experience in Sales Management. It is pleasing to note that Michael Sandore has worked in the past with Anheuser-Busch & Juul Labs.

“In early 2018, Mr. Sandore was recruited by Juul Labs to build its retail and wholesale business among key regional and national customers. He was eventually named National Accounts Senior Sales Director for JUUL's top national key accounts within the U.S. convenience store channel. Mr. Sandore was directly involved with deploying JUUL's industry-leading age-verification platform consistent with its PMTA commitment, as well as additional strategic priorities, including merchandising contract design and execution, retail trade marketing and brand messaging, and an expansion of the brand's digital engagement.”

We also have a new International Brand Director (Callum Sommerton) whom I am confident we will get to know extremely well over the coming years.

Callum Sommerton only joined Twitter after the Market Closed on Friday and has been building his contacts over the past few days. He has also tweeted a few things that you may want to peruse. @callumsomm

I have had some interesting communication from Callum yesterday afternoon.

I also note that since our AGM we have severed the link with Buchanan.

Our voices were heard, now lets hear Callum’s & Michael’s.

RKB

SPAC

A SPAC is a Special Purpose Acquisition Company.

Primorus Investments Plc are investing about £350,000 in Alteration Earth a SPAC (see RNS 21/10/21)
https://www.lse.co.uk/rns/PRIM/investment-in-alteration-earth-plc-o2ycnw12ju0n13u.html

Our investment is in two parts:
2,500,000 @ 4p (seed shares)
2,500,000 @ 10p (subscription shares)

Primorus Investments Plc are also being issued with 1.8 million warrants at nominal 0.01p.

The warrants would only cost us £1,800 but at the 10p subscription share price of 10p they would technically be worth £180,000.
If you were to research the SPAC Boanerges, which listed on Aquis in May 2021 @ 20p the Company had a NAV of £500,000 but a Mkt Capt of £14.2 million (see link) https://boanergesltd.com/boanerges-limited-net-asset-statement/

If you have done your research, you will be aware that Boanergeres has acquired WeShop and Primorus Investments Plc now have shares in Boanergeres.

There are very good investment reasons for utilizing the SPAC listing facility.
From todays RNS it is now looking like Alteration Earth will list in late January or early February next year.

RKB

I wish all shareholders a merry xmas and a healthy 2022.

Good Afternoon Testing321

I must disagree with you “feels far from a game changing investment”

When our new BoD took over on the 27th of October 2020, they have transformed our Company.

Our BoD are taking greatly reduced salaries than our previous BoD.

Within days of joining Primorus Investments PLC, our BoD sold the remaining 20 million Greatland Gold Shares for £4.6 million. At todays GGP price of 14.5p they would have only received about £2.9 million. So, on that one transaction our new BoD generated “on paper” £1.7 million more than what we could have received if we had retained the GGP shares and sold today.

From our most recent Annual Results (RNS 8/06/21) there is a statement from our Chairman: Rupert Labrum where he sets-out their strategy.

“Moving forward, the Board has set the following strategic criteria for any new investment opportunity which it identifies:

It must enable Primorus the opportunity to acquire a meaningful stake in the investee company.

A clear and realistic exit route must be in place.

There should be an opportunity for the Board to play an active role in the investee company's development.

The Board and the investee company's management team must share a common vision and strategic alignment.

The investment committed by the Company will be proportionate to the risk/reward opportunity.

There should be a greater opportunity for the Company's shareholders to benefit directly from the increase in capital values from each investment.”

There is a lot more information available, if you take 5 minutes to refresh your mind to read the other two paragraphs, as it enlightens us all as to the Board’s vision and strategy.

If there is only one piece of information that you focus on with your investment in Primorus it should be (in my opinion)
“There should be a greater opportunity for the Company's shareholders to benefit directly from the increase in capital values from each investment.”

RKB

Proactive Interview

Nick Tulloch CEO of Voyager Life Plc expands of the acquisition of the assets of Cannafull Ltd. We now have some manufacturing assets, some office furniture and some inventory (which we sell in our own three shops)

We have also acquired attendance at two Trade Fairs in 2022 which are fully paid for. We probably would have attended these Trade Fairs anyway but now they are not costing us a penny.

Nick acquired all the assets (including the websites & social media platforms) for £9,000.

RKB

https://www.proactiveinvestors.co.uk/companies/news/969728/voyager-life-says-acquisitions-cannafull-and-ascend-skincare-are-two-important-additions-for-firm-969728.html

Assets Acquired

Voyager Life has acquired the assets of Cannafull & Ascend Skincare.

Today our Directors announced the acquisition from the liquidator of the assets of Cannafull, a company which manufactured an extensive range of CBD skincare products. The price paid was only £9,000.

Cannafull was based in Perth (in the same Business Park as Voyager Life) and over the past two years they (Cannafull) manufactured an extensive range of CBD skincare products for 17 customers, several of whom are high profile and well-regarded participants in the CBD industry.

When building a business from scratch, you can grow organically, and you can also grow by acquisition. Often Companies decided they want to be bigger and go down a particular path of acquiring similar businesses to gain market share and in the process, they also acquire debt. We have no debt and the assets that we have acquired today were from our own cash resources.

We will not know (for commercial reasons) how much stock we have acquired but what we do know is that for our £9,000 we have “the brands, their websites and social media platforms, all fixtures and fittings and remaining inventory. Voyager is not acquiring the parent company or taking on any liabilities as part of the acquisition. The operations of Cannafull and Ascend Skincare will be moved to Voyager’s existing premises and management are therefore not expecting any increase in overheads at this time.”

I have often said that Companies House is an excellent research tool to assist you in your investment decisions and from the last available accounts of Cannafull Ltd their Current Assets were £44,257 and Net Current Assets were £30,562. Obviously, the assets will have changed over the past year, but we have acquired two websites and all their fixtures & fittings and some actual stock, so in my opinion we have had an early Christmas present.

RKB

https://www.cannafull.co.uk/about-us

Mustang Energy Plc. The Incentive to Re-List

MUST at present only have 10,281,600 shares in issue.

Four Directors own 2,450,000 shares
Acacia Resources Ltd owns 2,471,600 shares
Richard Corsie owns 1,050,000 shares
The Australian Special Opportunity Fund Lp own 1,000,000 shares
Matthew Lumb owns 500,000 shares
Other Shareholders own 2,810,000 shares

Interestingly they list under “Other Shareholders” all the PI’s shareholders, so we know from the “Significant Shareholders List” that all shares are accounted for because the above total equals 10,281,600.

So, for this Post what would happen if MUST do not re-list by the end of December? Well, Primorus Investments Plc “could” be issued with shares in Bushveld Minerals (BMN)

BMN shares were trading at about 16.15p – 16.35p on the 27/04/21 (the day of the PRIM RNS) yesterday BMN closed at 9.3p – 9.8p.

If PRIM were to elect to accept BMN shares, then at a conversion price of say 10p then using the value from my previous post of our convertible loan notes and interest accrued then we would receive exactly double the number of shares in BMN as the price is half of the MUST price which would be about 20,050,128 shares.

Now if MUST do not list then MUST must pay BMN a 5% fee of the $8 million fund raise which is $400,000. As MUST only had cash of £345,200 as at the end of their last financial year (31/12/20) and had Net Assets of £327,587 and the CEO receives £5,000 a month and the Company burns an additional £15,000 a month (see note 20 of Annual Report) then the Company will not have sufficient funds to pay the $4000,000 which is £300,752. If they did pay the £300,752 and the CEO’s £60,000 that would be £360,752 and that would leave nothing and that obviously is insufficient to pay the bills.

So, there is an incentive to ensure that MUST re-lists by the end of December.

RKB

PS If MUST does not re-list and PRIM do not “want” BMN shares there is a third possibility. “Primorus has the sole discretion to elect to receive shares directly in the capital of VRFBH in lieu of BMN Shares.”

Now do you understand why Simon Holden is a Director of Primorus and is a Corporate Finance and Capital Markets Lawyer?

Mustang Energy Plc

Skittish posted a 2-part Post on Must Energy Plc about our investment of $2.5 million into MUST on 1/05/21. You may want to refresh your memory of what Skittish was saying as in my opinion the Market is totally unaware of what could happen if MUST manage to re-list by the end of December.

I calculated slightly different figures than Skittish but that is only because I have used a USA $ to GBP £ conversion rate of 1.3904 (being the conversion rate on 27/04/21) and I have calculated the actual interest that will accrue for 8 months (I have ignored the 3 or 4 days in April 2021)

The $8 million converts to £5,753,740 and the interest converts to £401,003 (using 10% for 8 months is about $533,333 and current conversion rate of 1.33) so the convertible loans including interest is about £6,416,040 and when converted at 20p they would issue 32,080,199 shares in total and of that Primorus Investments Plc would receive about 10,025,064 shares.

Whatever the total number of shares issued when the loan notes are converted Primorus Investments Plc will receive 31.25% of the total shares.

At Present there are only 10,281,600 MUST shares in issue and if all Option Holders were to convert (they probably would if this deal executes by the end of December) then there would be a further 2,921,600 shares issued, and this would make the total shares in issue about 45,283,399 (10,281,600 + 2,921,600 + 32,080,199)

Primorus Investments Plc would own 22.14% of MUST (45,283,399 shares in issue and Prim have about 10,025,064)

So, the only calculation left to fathom is what will Must Energy’s shareholding in VFRB be worth? Well MUST will own 22.1% of VFRB and VFRB owns 50% of Enerox Holdings Ltd (EHL) and EHL owns 100% of Enerox GMbH.

I am not able to calculate the value for VFRB, Skittish has given his / her best estimate using various parameters but maybe our BoD know something that we do not!

RKB

SPAC

A SPAC is a Special Purpose Acquisition Company.

Primorus Investments Plc are investing about £350,000 in Alteration Earth a SPAC (see RNS 21/10/21)
https://www.lse.co.uk/rns/PRIM/investment-in-alteration-earth-plc-o2ycnw12ju0n13u.html

Our investment is in two parts:

2,500,000 @ 4p (seed shares)
2,500,000 @ 10p (subscription shares)

Primorus Investments Plc are also being issued with 1.8 million warrants at nominal 0.01p.
The warrants would only cost us £1,800 but at the 10p subscription share price of 10p they would technically be worth £180,000.

If you were to research the SPAC Boanerges, which listed on Aquis in May 2021 @ 20p the Company had a NAV of £500,000 but a Mkt Capt of £14.2 million (see link) https://boanergesltd.com/boanerges-limited-net-asset-statement/

If you have done your research, you will be aware that Boanergeres has acquired WeShop and Primorus Investments Plc now have shares in Boanergeres.

There are very good investment reasons for utilizing the SPAC listing facility and hopefully we will have Alteration Earth listed before the New Year.

RKB

Proactive Interview

Nick Tulloch CEO of Voyager Life Plc talks positively about our prospects and expanding our shops next year into England.

Currently our products are in retail outlets from Cornwall to the Shetlands Islands.

RKB

https://www.proactiveinvestors.co.uk/companies/news/966803/voyager-life-focuses-on-revenue-generation-as-it-prepares-for-opening-of-dundee-store-966803.html

Voyager Mid Term Report Card

How many Businesses do you see presenting their own Report Card?

Objective: Diversified Business Plan. Completed
Objective: Extensive Product Range. Completed
Objective: Full Compliance with Regulations. Completed
Objective: Repeat Orders from Customers. Completed
Objective: Brand Recognition. In Progress
Objective: Low-Cost Business Modell. Completed
Objective: Experienced Team Assembled. Completed
Objective: Growing Customer Base. In Progress
Objective: Growing Revenue. In Progress
Objective: Corporate Governance. Completed
Objective: Shareholder Liquidity. In Progress

RKB’s review of some of the above.

Our Business Plan is to have several revenue streams: Retail, Online & Third Party and this has been achieved and will continue to grow.

Extensive Product Range: We have an extensive product range with many of our products developed in-house and we have a pet range which is a market leader.

Repeat Orders from Customers: All new businesses require repeat business from their existing customers, and this hopefully will be evidenced at the full year results next year.

Brand Recognition: Any new business requires to build their brand and I believe we have an excellent team in place to ensure this happens. First we have our staff in our three shops, who have been trained and are knowledgeable and as evidenced when talking to customers face-to-face they close the sales. Then we have both Nick & Eric who had the vision to build a CBD company in the UK after their experience in an American Company that was pivoting from Oil & Gas to CBD. Finally, we have two great ambassadors with Nikki Cooper a supplements brand creator (see our website) and Jill Overland who has extensive corporate experience and excellent connections to further our Brand.

Low-Cost Business Model: You only have to read our Interim Results to see how Nick & Eric ensure our costs are contained.

Shareholder Liquidity: I know that our BoD are aware that our shares are not as liquid as they would like. We listed on Aquis to retain our tax advantages of EIS and there have been conversations with a major online platform to trade our shares and hopefully we will receive an update on any progress achieved.

RKB

PS This Report Card is part of an Investor Presentation on our website, which is not easily accessible (BoD have been made aware of this)

Click on Investors, scroll down to where you see a phone and on the right-hand side there is a link “Voyager’s latest Investor Presentation (November 2021) is available here.

https://voyagerlife.uk/wp-content/uploads/2021/11/Voyager-investor-presentation-Nov-2021.pdf

What does CBD do?

CBD binds with our bodies’ endocannabinoid receptors.
This is turn signals our endocannabinoid system (ECS) to take action.
The ECS plays a role in regulating a range of functions and processes.
CBD is the best known of over 100 cannabinoids found in the hemp or cannabis plan.
Unlike its cousin, THC, CBD produces no psychoactive effects and is 100% legal.
Hemp has been used to improve health & wellness since ancient Egyptian times.

RKB

https://voyagerlife.uk/

Interim Results

Our Interim Results to 30th September 2021 have been released this morning.

What I always like to see is a timely release of Results and Nick & Eric only took seven weeks to produce our Interims, which must be commendable.

Some highlights:

No Debt
Cash in Bank at 30/09/21 £1,846,000
Cash in Bank two days ago £1,738,000
Current monthly overheads £50,000
Inventory £81,000 at cost

“Since incorporation, the breakdown of our revenue across our three business lines has been well balanced with online sales accounting for 21%, our own stores (and sales at trade fairs) 37% and trade customers, as we would expect at this stage, leading with 42%. However, noting that our St Andrews store opened only two months before the end of the period and no significant sales were made to trade customers before June 2021, we expect the proportion of sales made through stores to perform more strongly going forward.”
“We focus on the higher margin part of the industry, being formulations and branding, with all of our cultivation, extraction and manufacturing outsourced to others. The majority of our products are supplied by four manufacturers all of whom have proved to be reliable on quality and availability. We periodically explore alternative sources of supply but, at present, we do not expect to make any changes. It is particularly significant that, through the strength of our relationships with our suppliers, we have been able to develop new products on low production volumes and so preserving our working capital.”

“More recently our strategy has seen a significant development with confirmation by CLF, one of the leading wholesalers in the UK of health and wellness products, that it will begin stocking Voyager products from January 2022. This distribution success has recently been developed further with The Range, one of the UK’s leading retailers, now stocking Voyager products on its online marketplace. They will shortly be followed by Thompson and Morgan who have also agreed to stock Voyager’s pet products on its online marketplace. This may be a particularly interesting opportunity as the company has indicated to Voyager that its website receives around 30 million visits per annum and there are currently no other suppliers of pet products on its site.”

RKB

PS You do not have to be an accountant to understand our Interim Results. They are clear and concise and, in my opinion, easy to understand and if you take five minutes to read them you may form the same opinion as myself that we are going places.

Third Voyager CBD Shop

Our third Voyager Life CBD shop is opening in Dundee tomorrow Saturday 20th November 2021.

We now have three shops: St Andrews, Edinburgh & Dundee.

We have online sales, third party stores and our own stores.

RKB

PS I have put a strong buy on this Post as I believe our shares will greatly increase over the coming year.

Special Purpose Acquisition Company SPAC

Yesterday Primorus Investments tweeted about SPAC’s (see link below)

Primorus Investments have three SPAC’s incorporated on Companies House (see link)

Last month our BoD issued an RNS about an Investment in Alteration Earth Plc. which is a SPAC.

Skittish posted recently that Primorus Investments will own 28% of Alteration Earth (assuming that it lists by the end of 2021) and along with our three Directors (Rupert, Matthew & Simon) Prim & BoD will control 52.22% of Alteration Earth Plc.

RKB

https://twitter.com/priminvestments/status/1456590540305321986

https://find-and-update.company-information.service.gov.uk/officers/8BnEdaY1or3FdtOK2rgpkqOsalM/appointmentst

PS sometimes when you access Companies House there is a bad gateway, usually on a retry it is ok.

Incorrect, the current number of We Shop shares are 4,850,214.

Please see my calculation for Prim on their B.B.

RKB

I calculate the offer for We Shop is worth £5.15 a share and this would mean Primorus Investments would receive £774,187.

You will have to interpret the RNS communication from Boanerges Limited (AQSE BNRG.PL) to ascertain if they (Boanerges Ltd) will buy back the shares that they will issue to Prim at the price they say and that the shares in issue with We Shop is still 4,850,214

RKB

We Shop Update

You may want to read my post on PRIM as I believe Vela has 71,429 shares.

RKB

We Shop Update

You may want to read my post on PRIM as I believe Brandshield Systems have 508,809 shares.

RKB

We Shop Update

Primorus Investments own 150,199 shares in We Shop.

We paid £875,000 for our shares.

There was an RNS issued today by Boanerges Limited (AQSE BNRG.PL) at 12:55pm today giving an update.

“On 20 October 2021, the Company announced a General Meeting to be held on 17 November 2021 to approve, amongst other things, the acquisition of the business, assets and name of WeShop Limited. WeShop Limited, incorporated and registered in England and Wales with company number 08223448, has developed a social/commerce platform that allows users to share information and recommend and purchase products, via affiliate networks.
The passing of the Company’s resolutions are conditional upon WeShop Limited shareholders passing their resolution to approve the acquisition by Boanerges. The Company has been notified by WeShop Limited that it has received sufficient votes in favour of their written resolutions approving the transaction and as such have completed the Asset Purchase Agreement. Accordingly, Boanerges has completed the Asset Purchase Agreement, that is now only subject to Boanerges shareholder approval at the forthcoming General Meeting. Boanerges has now also received sufficient proxies that have voted in favour of the Resolutions to be tabled at the 17 November 2021 General Meeting.

A further update announcement will be made on 17 November 2021, immediately following the General Meeting.”
When you go to the Boanerges Limited website https://boanergesltd.com/boanerges-weshop-announcement/

You will see that the offer is for £25 million.

I always thought our Investment in Weshop was illiquid, it appears that it is about to become liquid.

RKB

PS Vela have 71,429 We Shop Shares and Brandshield Systems have 508,809 Shares.

Update

When you look at “Ordinary” Shareholders then we have only 2,655,381 “For” and 1,629,794 “Against” but HapplessDave is in a few groups but very few bothered to vote.

The figure of 1,025,587 came from 2,655,381 less 1,629,794

I will refrain from Posting on our B.B. for the remainder of the year and I am 100% confident that we will produce our Interim Results on the last day possible, which is 31st January 2022.

RKB