Member Info for skittish

AP they did but it has to be to existing shareholders first - bit messy and protracted and no easy fundraise.

KO - all agreed.

But surely the most crucial three factors are cash, cash and cash - without looking at the figures I think they had around $11M left end October 2021.

Say that is $9m now - they used around $6M in the circa 5 month 2021 drilling campaign (other activities also carried out) - if they used up the same this year - bearing in mind they only drilled 2 wells - they'd be left with only $3M by around October 2022, surely too little for comfort.

No disapplication of pre emption rights suggests though that they are not in any hurry to raise funds - they could always call another GM, but why go to that trouble when they could have got a resolution passed at the AGM?

This suggests to me that either they will just be going for multiple cheap and quick shallow drills - perhaps suggesting that they are confident that would yield the much awaited discovery - or if they were going deeper the cost of drilling would be defrayed in significant part by payment in shares - although again DM appears keen to keep unnecessary share issuance to a minimum.

Would you have any thoughts on such matters?

AP - the comparison with Noble Helium is interesting.

It looks like they intend to spend around 2 years post IPO on seismic, including 3D and other investigations, prior to drilling. Their admission document also appears to be much "thinner" on detail than that of He1 - although it may be that their prospects are less well defined.

I hate to be a party pooper (and I am a "believer") but maybe He1 jumped the gun a bit last year with doing just a bit of seismic and then proceeding straight to drill, with it appears the wrong rig. Since then they have done much more seismic and other investigations but still no 3D.

They've almost done things the wrong way around and maybe were hoping that they would just "get lucky" last year. It make you wonder what would have happened had they never got the extra £10M.

Also I don't think they announced they'd got a rig until around mid April last year, so plenty of time to still drill in 2022, and the rainy season could be late this year also.

I'd be quite happy with just shallow drilling, provided they drilled the "right" targets - this could be why they have no provision for a 3rd party fundraise at present.

Also our new director Nigel Friend is interesting with his background in Tanzania and modular "back of a lorry" plant construction. Maybe just what the doctor ordered for helium production.

https://www.asaenergy.com/pilot-plant-gallery?pgid=jnr9wf4j-9691c250-8402-443e-a14c-dc5ade7fafe1

No indication that I can see of the location of the modular gas to liquids pilot plant, but the telephone number on the side of the tractor unit is for Jabobs' Transport South Africa.

Interesting that Mrs Clarke has invested around £16,000 in PRIM at prices a little over 4p. The purchase was made as soon as decently possible (one hour) after the RNS detailing the terms of the BMN investment.

She made an investment of £20,000 in PRIM on 15-2-2021 at a price of 4.14p - so there could be an indication of a regular annual investment here.

The demise of the SPAC companies has been advertised today, and Confirmation Statement for PRIM filed yesterday, nothing new disclosed.

Maybe a little housekeeping going on after the resolution of the BMN situation?

They do appear to have made some pretty neat investments recently, not that this has had any marked impact on the share price.

All eyes on ALTE next, presumably, listing on 4-4-22 as scheduled?

We shall see!

JWill- ha ha! Nailed it.

I don't know whether there will be an RNS tomorrow or not. If not the bb could go into meltdown.

I'm not too bothered, will just chill. News will come when they are ready.

Looks like the SPAC subsidiaries are now redundant - similar filings for all.

https://find-and-update.company-information.service.gov.uk/company/13165030/filing-history

Presumably PRIM no longer has use for them.

Could we read into this that Alteration Earth plc is now moving ahead to IPO - or is that a step too far?

Yes, very interesting.

Thinking about the rig there shouldn't be too much difficulty in securing, despite high oil prices.

You would think, as has happened in the past, that high oil prices would automatically translate into a shortage of rigs, as everyone starts drilling. But that is not the case at present.

This is the US rig count at 18-3-2022

https://www.flickr.com/photos/194934344@N06/51947614524/in/dateposted-public/

It is around 40% below the 2018 peak, and still 25% below pre pandemic levels. So there should (in theory at least) be plenty of rigs available. Reasoning may be that oil companies, instead of drilling like mad with their new found windfalls are returning cash to investors to compensate for low equity prices, and also don't want to be caught in another "boom bust" cycle.

Main bottlenecks atm are apparently, labour, sand and pipes. Halliburton withdrawing from Russia over the weekend, no doubt followed by others, should go someway to alleviating some of those shortages.

Getting an offtake agreement would be very useful. Maybe it would also help in funding. This maybe would tie in with resolution 5 at the AGM, issue of 200M shares but no disapplication of pre emption rights. That implies to me that they are not too worried about funds, as the easiest thing to do in order to raise would be to disapply the rights and have a nice smooth funding round with a third party.

They didn't disapply the pre emption rights, and with the votes falling as they did, could presumably have got that passed if they had so wished.

So that implies (to me) that either they have enough cash at present to last them during the 2022 drilling season, or are expecting some form of funding which comes via a non equity route, maybe offtake and finance. If finance was included I doubt if we'd get an 80/20 split, but maybe whatever the split it would be more valuable long term to present shareholders than issuing more equity.

May be nothing, but Confirmation Statements are overdue for all the SPAC subsidiaries. They should have been filed around 10-2-22, but CH are still waiting.

Yes, why would they cancel? There is no apparent reason to.

I can't help but feel that there is a larger picture here, that as yet we cannot see.

No doubt all will be revealed in due course.

Thanks to all!

Anyone have a link for the AGM presentation - I can't seem to find it...

I do not claim to be the fount of all knowledge, however the article 3 and resolution 5 are quite clear.

The company can only act within its powers, these are governed by BVI law and the articles and memorandum. The articles supersede BVI law and any resolution at a GM, unless the articles themselves themselves are to be altered at a GM.

BVI law allows the disallowance of pre emption rights - so minority shareholders can be diluted ad infinitum, and thus "lose" their company. UK law does not allow this, and so to become a "respectable" company, whilst remining resident in the BVI, article 3 was inserted into the memorandum.

So to issue the 200M shares specified in resolution 5 to persons other than existing shareholders would be beyond the powers of the company, or ultra vires.

So to break it down -

"SPECIAL RESOLUTION
5. That the Directors be and are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot up to 200,000,000 equity shares in the Company (representing approximately 32% of the issued share capital) for cash or to grant rights to subscribe for, or to convert any securities into, shares in the Company"

Simple - they can issue 200M shares, or grant rights over 200m shares

" provided that such authority shall expire (unless previously renewed, varied or revoked) on thedate (sic) of the next Annual General Meeting of the Company"

To expire at the next AGM

" save that the Company may before the expiry of such period make an offer or agreement which would or might require rights to subscribe for or to convert any securities into shares to be granted or equity securities to be allotted after such authority expires and the Directors of the Company may allot Equity Securities or grant such rights under any such offer or agreement as if this authority had not expired."

But they can agree before the expiry date, the next AGM, to issue the 200M shares even if the actual issuance occurs after the next AGM

"This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot shares in the Company but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities"

This supersedes all previous similar resolutions, unless the company has already agreed to issue those shares.

Article 3 also states the order in which the shares can be issued, so to existing shareholders in proportion, any shares left over to other existing shareholders who agree to take more than their allocation, and then, but only then to third parties.

Normally (or rather, often) resolution 5 would be accompanied by a resolution disallowing pre emption rights. Not in this case. I regard this as good news. Existing major shareholders do not want to be diluted.

Can anyone think of a reason why that might be so?

I don't believe that there will be any sort of JV or other arrangement until a discovery is made. To do a JV at this stage will simply throw present shareholders investments down the drain.

Resolution 5 cannot be used to issue new shares to third parties.

Whilst BVI law, unlike UK law, does not specifically provide for pre emption rights the company has incorporated pre emption right in its articles at clause 3 -

"3. PRE-EMPTION RIGHTS ON ISSUE OF SHARES
3.1 Section 46 of the Act (Pre-emptive rights) does not apply to the Company.
3.2 Subject as indicated in Sub-Regulation 3.3, and unless the Company shall by Resolution
otherwise direct, unissued shares in the capital of the Company shall only be allotted for cash
in accordance with the provisions of this Article:-
(a) all shares to be allotted (the “offer shares”) shall first be offered to the members of the
Company at such time on a pre-emptive basis (the “relevant members”);
(b) the offer to relevant members set out in Sub-Regulation 3.2(b) (the “offer”) shall be
made in proportion to the existing holdings of shares of relevant members;"

So the 200M shares (or such other figure as they would wish to issue) need to be offered to all existing holders.

They could have issued another resolution (6) disallowing pre emption rights, and would probably have got it passed, but they have chosen not to. Or maybe they don't think it would pass? This is curious in itself. Maybe they are so confident of a discovery and know that "everyone" would wish to join in an issue. Or present major holders would not support any dilution of their holdings. Or they could hold another GM later.

But this is really confirmation that they do not need extra funding in the short term - shallow drilling?

Any significant new information in the presentation does need to be RNS'd, but maybe it will just be a rehash, with a few dates added in.

Maybe they will do a JV in time (after discovery), so we will all get a vote then at a new GM.

I'm firmly in the no JV camp in any event, for a couple of years in any event.

Hopefully a revised presentation should clear up, once and for all the shallow/deep drilling conundrum, and when it will take place.

For me it still would make sense to go for a few shallow drills around Tai in order to get that elusive discovery. Quick and cheap, and the equipment is likely to be more available. It all depends on the detailed data that they have, and what conclusions they have reached.

I think a simple discovery and proof of a reservoir with He within, even at shallow depth would enable a re rate in the shares. Many multiples of what we have here now (not going to name a figure, but many multiples is it) - after that funding wouldn't be a problem, leading to a virtuous circle share price wise.

From the last presentation it seems quite clear to me that both shallow and deep drills were envisaged, but the timeline was unclear.

Russia was to supply 25% of He demand by 2025-28, even if some were willing to buy the stuff from them over the medium term they shortly will be unable to import or repair the necessary equipment in order the build/run/maintain the equipment required. So He will remain a scarce resource throughout this decade - though many other resources will also be scarce.

He1 can't be far off major announcements if they are to drill during the summer.

Dai, I see the "ladder", which could be surface evidence of a fault.

Of more interest to me is that the land use in the photo is split into two.

One is trees/fields, the other is the salt collection areas. These are not fields but appear to be squarish shallow ponds, each enclosed by earth ramparts to retain the brackish water that flows up from below. There is no evidence of a river flowing into the area (although one flows through the area) so it is reasonable to assume that the water and salt flows up through springs from below. That is what we see at Itumbula, and to a lesser degree at Tai.

After the water has evaporated in the summer heat, the salt is left and then collected - that is what we see as the white patches in the centre of many of the "squares".

It is now becoming clearer that not only does brackish water flow from springs in these three areas but also helium.

So to me the only thing that He1 needs to prove is that the helium can be trapped in commercial quantities by the geology in the area.

Also on the nitrogen question I don't think (but am no scientist) that simple nitrogen flowing upwards would "feed" the plants. Of course plants get their food via photosynthesis, CO2 into sugar, but I think to "feed" the plants with N via the roots the N needs to be in a particular form so the roots can "fix" it.

And for those who are interested a pretty picture (IMHO) taken from the International Space Station on 24-3-2020, with my annotation -

https://www.flickr.com/photos/194934344@N06/51919164722/in/dateposted-public/

AP - I'm saying surprised, not saying I'm sure whether it will be good or bad!

But seriously, I guess if they did have trouble securing a big rig (and I'm not saying they would have trouble) then going for a smaller rig and shallow drilling would possibly one way around that problem.

And so far as I'm aware the shallow drilling has not been officially knocked on the head in any event. But certainly drilling for oil/gas in places other than Russia, particularly in places the Democracies hold sway over is going to be big business shortly.

He1 just tweeted concerning the potential shortage of He as a result of Russia being unlikely to supply 25% of demand by 2025.

https://twitter.com/Heliumone1/status/1500111253859090436

And around 20% of the worlds grain comes from Ukraine, so big implications there also.

There is no doubt that a new Cold War (Cold War II) is starting and 2022 will be seen as a watershed year, such as those of 1914, 1939, 1945 and 1989.

For all the bluster and shelling Putin needs an "off ramp" - that 40km long queue of Russian armour is never going to get to Kyiv, but neither is it ever going to leave Ukraine.

I suspect positions are already being taken - despite the no fly ban a Russian plane this morning took off from Moscow and is shortly to land in Washington DC.

Lets see what happens...

I think share price predictions at this time are largely irrelevant - the price will be determined by overall market conditions, which may be good, or more likely dire in the short/medium term.

As Russia faces defeat in Ukraine, and the strategic consequences of that, the period of maximum danger approaches, although I think the dangers of a nuclear conflict are very much overblown.

Russia's best case at the moment is a grinding conflict through an insurgency, the worst case is most of its soldiers desert or start walking home and its army disintegrates.

Anyway on a happier note I've looked (briefly - v busy atm) at the Noble prospectus particularly the sampling areas shown for previous helium sources.

This is their map laid over GE of Rukwa

https://www.flickr.com/photos/194934344@N06/51919194903/in/dateposted-public/

This is a closeup showing the samples taken at Itumbula and also an area at Mkulwe

https://www.flickr.com/photos/194934344@N06/51919195283/in/dateposted-public/

And this is a close up of the area near Mkulwe in the middle of their dot 6 which is our licence area

https://www.flickr.com/photos/194934344@N06/51919219873/in/dateposted-public/

Extensive salt collection areas again. so the salt is related to helium finds at Tai, Itumbula and Mkulwe.

Mkulwe I think has been mentioned as a potential drilling area for He1.

Maybe you should.

Russian soldiers surrendering to Ukrainian civilians now....

https://twitter.com/i/status/1497634345984540673

QS - the whole point is that the people have seen sense, and have decided for themselves.

That is the whole essence of Putin's problem.

You are clearly watching the wrong you tube channels.

How about this one - large column of completely destroyed Russian vehicles -

https://twitter.com/i/status/1497598378309521409

Or this one, ordinary Ukrainians lying down in front of tanks to stop the advance. I'd say this was much braver than poisoning a water supply or sending large numbers of conscripts to their death.

https://twitter.com/i/status/1497604019681906690

Or this one, Ukrainian civilians offering to tow an out of fuel Russian tank back to Russia - the whole column had broken down, and none of them knew in which direction they were going or where they were. No satnavs or even maps.

https://twitter.com/i/status/1497508040802766852

Russians are also asking Ukrainian civilians for food as they are hungry.

So much for that great strategist Putin and the Russian Bear's great military machine.

Long term Ukraine is probably the most important news for He1 aside from an actual discovery. It will make helium much more scarce as one way or another Russia's economy is about to tank. Think 1990's.

Wars are a messy business, but then perhaps you shouldn't go around starting them as the consequences can be unpredictable.

Rumour has it that Putin has fired the Chief of the General Staff of the Russian Armed Forces.

Apparently Putin was advised that the war would be easy and he'd have a complete victory within 4 days.

The Russians are also running out of ammunition, and cannot get supplies for another 3 months. Some of the key raw materials for such supplies are mainly sourced from countries which have now sanctioned Russia.

It may get messy before the end game starts.