Member Info for StarBright

Good find EWT. Here's one from me...

https://www.bennelongventurecap.com/read-me

Agreed Max. It may be that Richard Shemesian has been allowed to acquire a parcel of UFO shares (presumably at a discount) in a transaction that has also generated liquidity for the original owners of the Hamersley project. And he may be a supportive shareholder going forward. The point is that we don't know...

On the question of whether a TR1 would have been required if no change in beneficial ownership, DTR 5.1.2 says

"A person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments falling within DTR 5.3.1R (1) (or a combination of such holdings) if the percentage of those voting rights:

(1) reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter..."

In this context, a person is an individual, company or other legal entity. If there's no change in the ultimate holding of voting rights, then no TR1 is required. Arguably! I'd give it a try...

Yes - it's a good summary. However, the last sentence of point 3 "Presumably..." is an unknown at this point. An alternative scenario is that Bennelong has acquired the 220m UFO shares from Windfield in an off-market transaction in return for cash or other assets. This would allow the owners to realise the proceeds from the original sale of 51!. It would also mean that:

(1) Bennelong are free to do whatever they want with the shares, and may have entirely different objectives to the owners going forward.

and

(2) Bennelong may or may not be the intended recipients of the next 200m shares when these are issued

It's not me that has made this complicated!

Max - if the ownership and control of Bennelong (the "new" owner of the 220m UFO shares) was identical to that of Windfield Metals then there would have been no change of beneficial ownership so the TR1's might not have been needed. That TR1's have been filed indicates a change in beneficial ownership.

To be clear though, I don't share the view that Windfield and Bennelong are "...holding companies all owned by the same entity..." to use your phrase. We don't know the terms associated with the transfer from Windfield Metals PTY to Bennelong. Neither do we know if the ownership of the two companies is the same. If the beneficial ownership was the same I think the TR1's should have been avoided, so I would err on the side of assuming that the ownership has changed.

HH - logical inference, there's nothing on TR1's that lets you track individual parcels of shares. However there are few if any alternative hypotheses so Occam's razor applies. I am 99%+ certain that I am correct in this instance.

Max - I haven't expressed any doubts over the Hamersley project. I have been addressing only the narrow point of the ownership (& likely fate) of the 400m+ shares Alien has issued over time to acquire its interest in the project. Your assertion is that they will all be held by Bennelong who will share the same sticky characteristics as Windfield have to date. I don't share your confidence. The publicly available information doesn't show that they will end up with Bennelong (although they might) neither does it tell us anything about the objectives of Bennelong or whoever else may end up owning these 400m+ shares.

That though doesn't square with the RNS statement that "Windfield's sole asset is the 49% interest in the Project and in the year to 30 June 2020 it reported minimal revenue, a loss before tax of A$191,573 and Net Assets as at 30 June 2020 of A$191,473."

This is why I think the difference between Windfield and Windfield Metals is important. The statement above is clearly incorrect if Windfield held 200m UFO shares from its sale of the original 51%

It's really important to look v closely at the fine detail of transactions like this.

No - the transfer from Windfield to Bennelong has been conducted "off market". It hasn't contributed any selling pressure over time.

The pertinent questions are:

1. What will Bennelong do with its 200m+ shares? We don't know whether Bennelong and Windfield share ownership/objectives etc.

2. Who are the owners of Windfield who'll shortly be receiving 200m new shares. What are their objectives?

There are (or will be) 400m shares out there possibly waiting to be sold. Max is working overtime to assert that Windfield never sold any shares and have just transferred their holding into a new name (Bennelong) that will be similarly sticky. I am far from convinced. Whoever owns Windfield has - through two transactions - exchanged most of their ownership of the Hamersley Project for UFO shares. It is likely that they've done this to realise the value of Hamersley in a liquid form rather than to invest in UFO. If this is the case, I would expect those 400m shares to be sold one way or another over time.

"Windfield" (likely Windfield Metals PTY) received 200m shares back in March 2020 for the original 51% interest in the Project. Those shares have now been transferred to Bennelong, we don't know the terms associated with this transfer. We don't know whether the owners of Windfield and Bennelong are the same. I would assume not as it is likely that TR1 could have been avoided as no change in beneficial ownership if they are the same.

However the 200m shares for the May 21 transaction aren't going to Windfield. They are being used to acquire 80% of Windfield, so will be going to the owners of Windfield. Alien (as I keep pointing out...) isn't acquiring the remaining 49% of the Hamersley Project - it is acquiring an 80% interest in Windfield which holds that remaining 49%.

It's not correct to say that Alien will own 80% of Hamersley. Alien will own 51% directly, and it will have an 80%/controlling interest in "Winfield" which owns the remaining 49%.

I don't think we know who the owners of Windfield (the recipients of the 200m new shares that will be issued) are. Nor will we unless TR1 thresholds are breached as my earlier post. This is an important point.

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From the 20 May RNS: "Alien currently has a 51% direct interest in the Project, with the remaining 49% held by Windfield. The Project consists of exploration licence EL47/3953 Brockman and EL47/3954 Han**** licences in the Pilbara region of Western Australia. Pursuant to the SSA with Windfield, Alien will acquire an 80% interest in Windfield, thereby bringing Alien's direct and indirect holding in the Project to 90.2%. Alien has agreed to acquire Windfield on the basis that its sole asset will be the interest in the Project and on a nil net cash basis"

But just a few minutes ago you posted "Windfield acquired the UFO shares when they sold 51% interest in Windfield to UFO. It was a share deal.". That was incorrect wasn't it?

And why do you say that Bennelong will be the recipient of the 200m new shares? The publicly available information tells us only that Bennelong is the recipient of existing 220m shares from Windfield Metals PTY.

Max - I'm not sure that is correct. As always it is necessary to read RNS etc very very carefully. Windfield PTY and Windfield Metals PTY are separate companies. It is possible (maybe even likely) that they are connected as indicated by their names, but I can't see anything in their filings to confirm this. Directors are different for example.

According to this page https://www.alienmetals.uk/investors/capital-structure/ Windfield Metals PTY held 6.43% (220m shares) at 1 March 2021. These are the shares transferred to Bennelong per RNS yesterday and today.

I don't think that the 200m shares forming part consideration for the additional Hammersley interest have yet been issued. The 20 May RNS says that 200m shares will be issued to Windfield. It's not clear whether that means Windfield PTY or Windfield Metals PTY.

If I am correct, the 200m shares will be issued to the owners of Windfield PTY in exchange for 80% of the equity in Windfield PTY. At this point, if any one of the holders exceeds 3% of Alien's enlarged shares in issue, we'll get another TR1.

TLDR; The 220m shares transferred from Windfield Metals to Bennelong are not the 200m shares forming consideration for the acquisition of the additional Hammersley rights, because those 200m shares are yet to be issued.

Were they not a shareholder prior to that?

When and how did Windfield acquire the 220m shares transferred to Bennelong?

The Windfield 6.42% has been transferred to a company called Bennelong. This chap https://minesandmoney.com/London/speakers/richard-shemesian/ is listed as the only director. He was - at the point of incorporation - the 100% owner of Bennelong also.

At the risk of stating the obvious, the 200m shares to be issued will go to the owner(s) of Windfield, not to Windfield itself. We'll only see TR1's if any of the current Windfield owners hold more than 108.75m (3625.1m x 3%) of the 200m new shares issued. From the owners of Windfield's point of view they have traded an illiquid asset for a more liquid one - UFO shares + £60k. I haven't seen any mention of a lock-in period for the 200m shares, so would assume they will be sold, although presumably with care so as not to crater the price.

Interesting that the 20th May RNS said: "Windfield's sole asset is the 49% interest in the Project and in the year to 30 June 2020 it reported minimal revenue, a loss before tax of A$191,573 and Net Assets as at 30 June 2020 of A$191,473.". I don't immediately understand this given that Windfield also owned 6.4% of UFO at the time the RNS was released.

Fund management insider here. No-one should jump to adverse conclusions regarding the Conifer sale. Perhaps their fund has seen redemptions and they've executed a program trade across their portfolio? Their sale may be entirely unrelated to anything happening (or not happening!) with Avacta. There simply isn't enough information to conclude.

You can't compare valuations in SP terms, because of the impact of share issuance. There were far fewer shares in issue in 2012. Market cap late 2012 was about £60m, so 50% higher than today. That's about 1.7p in today's terms. Eminently possible that level can be reached.

Max111. Copied below are my posts today referencing Dan Smith. 11:01 should perhaps have said “was” not “is” a director, although I didn’t know that at the point I posted. All my other posts, before and after, have the necessary accuracy. Intelligent readers of this board will understand that you are picking and quoting one of six references selectively to suit your purpose, and will dismiss your contention as a result.

The information regarding Sorrento Resources ownership of Wombat is publicly available via ASIC, albeit for a fee which I have paid. If you want to find it you can I am sure. I don’t know whether the company’s filings are up to date, but the ASIC data indicates that Wombat has issued only one share, which is owned by Sorrento. This link https://www.sorrentoresources.com/projects indicates that several UFO directors are also directors of Sorrento.

Your defensiveness around this topic motivates me to continue researching the history of EH and its associated tailings project. There is other interesting information in the public domain. We can continue this discussion here if you wish, but you should know by now that I am diligent and thorough in research. Also that I am entirely impervious to your and others attempts to throw shade every time difficult questions are raised with regard to UFO. This is a discussion board and both positive and negative matters are valid topics for debate.

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10:23
This document https://www.asx.com.au/asxpdf/20180116/pdf/43qvcwj3xms99x.pdf (admittedly dated January 2018) identifies Daniel Smith as a director of Wombat Resources Pty Ltd.

Daniel Smith is UFO's Chairman, appointed 12th April 2019.

So we are negotiating a deal with a company that our Chairman is (or was) on the board of?

10:39
Does Dan Smith have a financial interest in Wombat Resources Pty Limited today, or not?

11:01
Meanwhile our chairman is a director of Wombat, so potentially has a financial interest.

11:35
Max111 see my post 10:39. "Does Dan Smith have a financial interest in Wombat Resources Pty Limited today, or not?"

In your post 10:26 you said "Dan used to be director of Wombat."

Do you know whether he has a financial interest in Wombat today, or not?

12:18
That UFO's Chairman may have a financial interest in a company UFO is looking to buy an asset from is a legitimate concern. It can be dealt with by either (1) confirming that he doesn't have such an interest, or (2) outlining the steps taken to manage the potential conflict. Dip666 - I emailed the company on this earlier today, and will share any answer here.

15:14
I’m sure the company will respond to my email and clear this up by confirming that none of the directors have conflicts of interest with respect to the present ownership of the EH tailings, or that any potential conflicts have been properly disclosed and mitigated.

At the risk of stating the obvious, I brought it up today because I was researching background to the RNS released TODAY. I hadn’t previously looked into the ownership of the counterparty to the transaction outlined in the RNS, and was surprised to discover links to our directors. If those links are all in the past, and there are no conflicts of interest then there is no cause for concern.

I’m sure the company will respond to my email and clear this up by confirming that none of the directors have conflicts of interest with respect to the present ownership of the EH tailings, or that any potential conflicts have been properly disclosed and mitigated.

I will wait for their response.