Member Info for troutisout

Currently being offered 1m shares at 3.03p. Does this concern me? Not sure! The results are due by the end of the month and we can see from the Ebioss loan that they have done well to keep costs down. We should soon hear about the Newry DD completion and hopefully a refinance package that sees the investors loan to REAC so they can put into the SPV and also to take some of the equity in the project in return for investment. So direct investment by way of loans to REAC and indirect by way of equity in Newry Biomass Ltd (as per October RNS). So the large amount of stock available??? There were many creditors who accepted stock in a debt for equity deal under the examinership. They had a 12 month lock in period which ended in July, perhaps some of them as funds are now taking some out before year end? Future poor or good? I see it as good Ebioss obviously have confidence enough to extend more unsecured loan and Newry and Clay Cross as sites with planning are worth far more than the current valuation on the AIM market....

Dealing spread still the same but now they are offering 600k at 3.20p, are they bluffing or happy to sell that many at these levels? I can't believe how quiet it is here, after that RNS, I have two other holdings that have had large dilution from recent placings, yesterday's news was an important step and a confirmation of Ebioss' commitment. Not sure when we will get the Newry re financing confirmation but when we do there will be no shares to be had, this stock is always about adding when it is quiet and MMs are offering some size.

The MMs have dropped the offer back down to 3.2p and are offering quite a bit of size at the moment, 375k at 3.2p being offered online....

I just get the feeling that Ebioss are pulling all the strings here at the moment, the timing and delays becomes clearer and definitely stems from Ebioss (financing and patents), It looks like they are getting all the ducks lined up now, so hopefully we will see them move forward with all the biomass projects (Ebioss use the plural in their releases). I still believe the eventual plan is a takeover to utilise the London listing.....

"EBIOSS plans to use in all current REACT projects the 3rd Generation Of the patented EGT EQTEC Gasifier Technology technology in the United Kingdom. With this operation, EBIOSS also reinforces its entry into the UK, following the publication of the latest contracts in the United Kingdom dated 22 November and December 1, 2016, in a much more important way" The last bit of this quote strikes me as very promising, they obviously hold the relationship with REAC as fundamental. The delays this year and timing of all this becomes clearer especially when you see what other news was released by them today, note the use of patented and exclusive in their release above. "RELEVANT FACT EBIOSS ENERGY, AD December 12, 2016 CONCESSION OF PATENT BY THE EQTEC IBERIA, SL. Pursuant to Article 17 of Regulation (EU) No 596/2014 on Market Abuse and Article 228 of the Consolidated Text of the Securities Market Law, approved by Royal Legislative Decree 4/2015 of 23 Of October, and related provisions, as well as in Circular 15/2016 of the Alternative Stock Market (MAB), we inform you that: EQTEC Iberia, S.L., subsidiary of EBIOSS Energy, AD has obtained the grant of patent number ES 2571992 B1 "PROCESS AND COGENERATION PLANT THROUGH THE GASIFICATION OF ORGANIC SOLID MATERIALS". The invention proposes the development of a cogeneration process through the gasification of organic solid materials where the high temperature chemical and thermal energy of the resulting combustible gas is exploited. This concession was published on November 4, 2016 in the Official Gazette of Industrial Property. The patent protects the Company's Industrial Property and the use of its EQTEC Gasifier Technology in the syngas and energy generation projects that the company is developing. We remain at your disposal for any clarification you deem appropriate. Sincerely"

Well here is Ebioss' take on it, some interesting bits at the bottom of this statement, "RELEVANT FACT EBIOSS ENERGY, AD December 12, 2016 EBIOSS ENERGY INCREASES IN 600,000 € AND WIDES GREATER 1 YEAR MORE EFFECTIVENESS LOAN WITH REACT In accordance with Article 17 of Regulation (EU) No 596/2014 on abuse And article 228 of the consolidated text of the Securities Market Law, Approved by Royal Legislative Decree 4/2015, of 23 October, and provisions And in Circular 15/2016 of the Alternative Stock Market (MAB), We inform you that: EBIOSS Energy AD - hereinafter EBIOSS, a company specialized in the Energy from waste - reached an agreement with REACT Energy Plc (hereinafter REACT, a UK-based energy project developer The London AIM), on January 7, 2016, by which EBIOSS obtained the To use its EGT EQTEC Gasifier Technology Which is currently developing REACT in the UK. Additionally REACT And EBIOSS agreed that REACT would issue a Loan Note LN) that would fully subscribe EBIOSS, in its absolute and absolute discretion, to REACT gasification projects currently in the UK. United Kingdom for a value of 750,000 euros and maturing January 7, 2017 at an interest rate Of 8% per year. The loan agreement formalized between EBIOSS and REACT was implemented under the Form of a 1 year Loan Note (LN) with maturity date January 7, 2017, with an interest rate 8%, for a total amount of 750,000 euros, which would be paid to the total and Absolute discretion of EBIOSS, upon request of REACT within a maximum period of 7 days From your request. This amount has already been fully disbursed. Today, December 12, 2016 REACT and EBIOSS have agreed, first and foremost, Extend the term of this loan for another year until January 7, 2018 and, in Second, increase the loan by an additional € 600,000 so that the total Loan will amount to € 1,350,000 when it has been fully disbursed. The Company REACT Energy commits to use it as working capital. This agreement enables EBIOSS to strengthen its position in the United Kingdom The hand of one of the current project developers such as REACT. Further, EBIOSS plans to use in all current REACT projects the 3rd Generation Of the patented EGT EQTEC Gasifier Technology technology in the United Kingdom. With this operation, EBIOSS also reinforces its entry into the UK, following the publication of the latest contracts in the United Kingdom dated 22 November and December 1, 2016, in a much more important way and continues With its international expansion, focusing its activity on the waste sector and Investing in geographic areas where it can provide solutions with high value Added through its exclusive technology. REACT Energy Plc ("REACT") is a company of Irish origin listed on the London's Alternative Investment Market (AIM), developer of energy projects Renewable energy and operator in the electricity market that focuses on energy production Clean both in the UK and Ir

Camkite, I'll lend you some stock for a couple of days if you pay me £250, no need to give it to the MMs....

Onebagger, Just a quick one as it is late and I have had a very full evening. The initial shares in issue were as stated, the extra shares were as stated, the percentage calculation was made on those numbers, the amount paid was as stated in the return to Companies House. So the TERN holding went up by 1.25% and as we know the total of this from the return, we can assume that 1.25% = £386k, so 1.25% multiplied to a whole is 80 times, so £386k x 80 = 30.88k. Please tell me where you figures digress....

Myfairlady, Yes I thought I had got it free previously but got on the old site this morning and just paid the £1s. Still Waiting, Strange that information has been on there for weeks or months and yet no-one stopped everyone believing the July placing was for Flexiant, or has ever produced figures to show the share split. Perhaps it was felt to be too negative and the ramp gang would do better perpetuating rumours that a deal for Flexiant would be on the cards and that was why the money was raised. There are still some very bad tastes about TERN and certain posters definitely have their hands dirty. It's one thing having the information on a site, it is another to look through it and assimilate your thoughts on it.

So now we come to the recent news, as we can see the allotment of shares doesn't quite tally with what we have been given and TERNs holding had already risen to 53.65% prior to this funding. 1. Now the RNS states that ALP and all preference A holders have taken up their pro rata quota. 2. That TERN now holds 56.9% of the issued capital. 3. TERN holds 50.6% of the preference shares. Looking at 1 we have to take that as written. Number 2 means TERN's holding has gone up 3.25% since July but you need to allow for other increasing their investment inline. So TERN's £1.5m over and above the other shareholders investment gets them a further 3.25%. Number 3, I believe for some reason TERN only had 3.03m of the original pref shares, they got another 1,108m re-designated in September, giving them a total of 4.12m Prefs or 35% of the total Prefs. If they have raised at a similar £0.34 to July then I expect another 7.35m shares to be issued in DA and I suspect the majority will be preference shares and I see roughly 1.6m going to ALP and others and 5.8m going to TERN. That would give the rough 50%+ pref split and also close to the 56.9% 42.3m + 7.35m = 49.65m Total shares in DA 22.7m + 5.8m = 28.5m TERN's shares in DA These figures are rough and as close as I want to work them out, please do your own calcs and we await an update on Companies house in the future.

Now we know that TERN said they valued DA and Cryto at £6.1m each and together with the further £1m and $500k investments would make approx £13.6m. 41.2m shares divided by £13.6m means a price per share of £0.33, which sort of matches the figure for the July investment in DA of £0.348. On that investment in July, it would seem TERN increased their holding by 1,108,468m shares. TERN 22,703,709 ALP 6,511,542 oth 13,105,509. Tot 42,320,760 Now this is getting hard work, so correct me if I am wrong, but TERN's share of the total back then would be 53.65%. (22,703,709 as a percentage of 42,320,760) Also on that basis £386k x 80 (100%/1.25%)= £30.88m. Thus valuing DA at £30.88m.

Further to the above I started looking at the share capital in Device Authority. Previous to the DA acquisition, there were 18,563,594 Ord A shares in Cryptosoft and 26,500 Ord B shares. DA acquisition saw an allotment of 12m Ord A shares and 10,648.698 Pref A shares. Now we were led to believe these were in return for the $500k from ALP and £1m from TERN (note the currency). Now from the start you would have thought that TERN would hold the lion's share of the Pref shares due to the near 80% investment ($/£ would make ALP's investment around £400k). So with 18.5m Ord A shares how did DA get their 47.6%? Well 12m Ord A shares, but still a lot short of 47.6%, so that can only mean the majority of the preference shares went to ALP. The only reason I can see for this is if they were given Pref shares for the conversion of a $1.2m loan that was on DA's books and if so did similar happen with TERN's £670k loan to Cryptosoft???? That is unclear!!! What is clear is that after the acquisition there were, 30,564,594 Ord A shares 10,648,698 Pref A shares 41,212,292 total A shares TERN's 52.4% = 21,595,241 shares ALP's 15.8% = 6,511,542 shares DA other 31.8% = 13,105,509 shares. So if you take the TERN shares figure and take off the originally issued 18,563,594 shares, it looks like TERN's £1m investment gives them an extra 3,031,647 Pref shares. Meaning ALP and /or others have got the other near 7m.

Right after much digging and too many visits to the Companies House website and silly little £1 payments on my card, I have uncovered several facts that have been ignored by the research thread. Firstly the assumption that the July 8p placing was for Flexiant, I always thought it said, "The proceeds of the Placing will be used primarily to provide additional finance to develop the businesses of the existing portfolio companies." Everyone took that to mean the money was for Flexiant as we had recently purchased it. It doesn't look like it was and that £386k went to DA. Companies House records an allotment of Ordinary A shares in DA on the 27/7/2016. These were 1,108,468 shares and these were the same shares that were subsequently re-designated as Preference A shares on 13/9/2016. They also state an amount that were paid per share as 0.348148GDP So a total of £386k spent on DA in July and I can only suggest this was by TERN and they didn't need to tell us because of the statement above.

So yesterday I posted this from Companies House. Varying share rights and names, "Each of the 1,103,468 issued ordinary A shares of £0.036681585 in the capital of the company be re-designated as 1,108,468 A preference shares of £0.036681585." The RNS today mentions ALP and all existing A preference shareholders took up their pro rata quota. As far as I can see TERN invested £1m and Alsop Louie $500k after the acquisition of DA and they were to be issued A preference shares for their investment. So how can TERN only hold 50.6% of the A Preference shares? Then looking at today's RNS if every A preference holder took up their quota, then TERN paid a lot more for the raise in equity in the Company. The re-designation above is important to the story but without more meat on the bone, we can't see it. These preference shares were to be converted into ordinary A shares originally. So now we have A Preference shares, ordinary A shares and the dreaded B shares, talk about clear as mud!!!

Anyone been on the Companies House website lately to look up Device Authority? Just wondering what the accounts up to Dec 2015 said and what the 'varying share rights and names' was about?

Simon and John Best were Directors in Newry Biomass Ltd (which at one point was called Carnmeen Energy), they are now looking to develop a large business park adjacent to the site of the Newry Biomass plant. look at the comments about how it would be carbon neutral run by onsite renewable energy provision...... htTp://www.mcepublicrelations.com/news/read/567/planning-application-submitted-for-all-island-business-campus "PLANNING APPLICATION SUBMITTED FOR ALL-ISLAND BUSINESS CAMPUS Friday 22nd July 2016 A major new business park which would provide high-quality office and retail space in Newry has taken a step forward this week as Carnmeen Developments, a locally owned development company, submitted an outline planning application for approval. The Newry North Business Park application features more than 1m sq. ft. of office, light industrial and retail space at a site located 4km from Newry City centre. The campus is set to be developed on lands designated for industry and employment in the Newry and Mourne Area Plan and would have the capacity to employ over 4000 people when fully operational. This proposal represents the largest business investment campus constructed in Northern Ireland by the private sector. Simon Best, Director of Carnmeen Developments, said: “Our vision for Newry North Business Park is a strategic all island facility which draws on the advantages of Newry’s central position within the east coast corridor equidistant between Dublin and Belfast, and within a one hour catchment of 3 million people. Our plans include Grade A office space to accommodate research and development, business services, supply chain and distribution. “We want to work in partnership with the adjacent and recently developed Invest NI land reserve and to offer a competitive cross border opportunity for the co-location of front office activities with manufacturing and supply chain services.” Mr Best continued: “This site will be carbon neutral, powered by on site renewable energy provision and connected to Newry City centre by direct road access from the A1 as well as cycle and greenway connections. Newry’s central position and proximity to both Belfast and Dublin presents a unique opportunity to encourage international investment in the area. We look forward to engaging with Newry and Mourne District Council and the local community with a view to making this vision a reality.” A decision on the application is expected within 6 months."

This is what Ebioss say, note the date! (I missed that although I had checked during the morning yesterday and it wasn't there then) this is the Google translation, "October 10, 2016 Under the provisions of Article 17 of Regulation (EU) No 596/2014 on abuse market and Article 228 of the revised text of the Securities Market Law, approved by Legislative Royal Decree 4/2015 of 23 October and provisions concordant and in Circular 15/2016 the Alternative Stock Market (MAB) we inform you that: EBIOSS Energy has signed an agreement with REACT Energy Plc, and investors institutional UK and France to begin development of repowering of biomass gasification plant for the production of electrical and thermal energy, Newry property Biomass Ltd, a subsidiary of REACT, located in Northern Ireland. As communicated to the market through material fact in December 31 2015, sold Ebioss Newry Ltd Biomass technology equipment EGT (EQTEC Gasifier Technology) worth 4.96 million euros. Also, through this agreement, the subsidiary Ebioss gasification Energy, EQTEC Iberia S.L., will be responsible for the construction of the plant through an EPC contract, which will bring him 6.3 million estimated additional billing. The agreement provides that the total funding required for repowering project is provided by Ethika Capital Ltd, a company belonging to the Group Ethika specializing in investment projects in the field of waste gasification and the health sector, as well as the French fund Kyotherm SAS, specializing in investments biomass projects, geothermal energy and energy saving projects. The terms of the agreed investment between the parties are legally binding and They are subject only to the completion of the due legal, financial and technical diligence. The signing of this agreement lays the groundwork for future collaborations for funding other projects in the UK. We remain at your disposal for any clarifications deemed appropriate. Sincerely," I like the last bit about laying the groundwork for future collaborations for funding other projects in the UK.......

Hi Mumbles, The Clay Cross planning rested on the addition of CHP and so we know the EQTec gasifier can do this, with a new to be built industrial park nest door the option has to be there and could well be why the delay and also the reason for raising slightly more than they initially stated. There has always been a plan to increase output at Newry and so they could be future proofing that now with extra funds to increase capacity of the connection, either way it looks like they are looking to more than just a 4MW electrical output. No investors don't really understand the company and who could blame them as they haven't been forthcoming over the past year. Newry has already cost €11.7m and they were leading the race in this but the technology wasn't up to the job (one of the risks of being a first mover. The EQTEC technology looks to have been proved and over a long running time, see previous post with link to Ebioss note

continued from below, within 12 months. The longer term plan includes using the existing grid connection and permitting to double this output to 12MW. The expectation is that new finance providers and existing shareholders get a return on their investment. Projected cashflows: These numbers are based on deploying the EQTEC technology to repower the plant at 4MW output. • Project Turnover £4m and EBITDA or Net Operating Profit £2M • Cash Flow from project  Pays all debt £4m and interest in 8 years with ADSCR of 3.13  New Equity gets 50% of project generating 15% IRR  Original equity of £12m on Phase 1 and £4m equity for repowering could be paid back by Year 10 Possible IRR% based on successful final outcome: The estimated project leveraged IRR is 15% Executive summary: Newry Biomass is a 4MW Biomass advanced gasification project located in Newry, Co. Down, Northern Ireland. The project is a joint venture with Farmer Business Development plc REACT Energy’s main shareholder. Planning permission for waste to energy plant converting 25,000 tonnes per annum of Virgin Wood received in May 2009. The project qualified for 1.9 ROC’s under the advanced gasification banding level which is a financial support mechanism employed by the UK government for clean technologies. The project cost Stg£11.7m to construct and has been funded through shareholder equity and loans. REACT Energy plc invested Stg£5.75m and currently retains 49.11% of the economic benefit of the project whilst Farmers Business Development plc has 50.89%. Due to underperformance of the original gasification technology a decision has been made to repower the project with a new technology. The project is currently on ‘care and maintenance’ programme pending additional funding required to engage a new technology provider. There has been much interest from parties including technology providers and pension funds that have expressed strong interest in being part of the repowering of the plant from a finance and technology deployment perspective. The opportunity of strong investment returns and positive commercial return from being involved in the repowering of the plant has attracted strong and sustained interest.

Company: Newry Biomass Limited Registered Office: 68 Cloghanramer Road, Carnmeen, Newry Co. Down Northern Ireland. Shareholders: Newry Biomass No. 1 Limited 50.02% Farmer Business Developments plc 49.98% Issued share capital: Newry Biomass No. 1 Limited 1002 ordinary shares Farmer Business Developments plc 1001 ordinary shares Date formed: 28 August 2008 Domicile: Newry, Co. Down Northern Ireland COMI: Cork, Ireland Purpose of SPV: Formed to build, own and operate a Biomass Combined Heat and Power (CHP) plant using advanced conversion technologies such as gasification of wood and wood waste converting them into electricity and heat. Requirements to achieve purpose: • Site • Planning & permitting • Building and infrastructure • Conversion technology • Grid connection • Feedstock or fuel such as wood • Off-take or Power Purchase Agreement • Human resources • Funding to achieve all of the above Estimated % of project achieved: Project has been commissioned and has exported electricity to the grid. However problems with the conversion technology chosen, which resulted in insufficient economic return led to a decision to repower the plant using a different technology. Landmarks expected to completion: • Replacement technology decision (now down to 2 options) • Funding package put in place for repowering (discussions already at an advanced stage with a number of parties including the technology providers) Detailed expenditure to date: The SPV has already spent £11.7 million to date on getting the project to the initial exportation of electricity. This was expended on • development costs including planning and permitting, • construction and civil costs, • mechanical and electrical costs, • equipment costs, • grid connection costs, and • legal and other professional costs Provided against expenditure to date: An impairment charge of £7.7 million has been made against the carrying value of the asset. Carried NBV in 2014 audited accounts: The written down carrying value stands at £4.0 million Cashflow forecast to landmarks: These numbers are based on deploying the EQTEC technology to repower the plant at 4MW output. • Capital cost to repower £8m • Financed by £4m equity with 15% IRR and £4m Debt with 10% coupon and 8 year term Expected funding sources: • EcoFinance and Altair • Technology provider • Equipment finance from suppliers such as GE • Third party debt and equity providers Discussions have already taken place with technology and equipment providers in relation to funding and with third party funders with who REACT Energy has existing relationships. Long term expectations: The expectation is that in light of advanced discussions having already taken place with technology and finance providers the plant can be repowered to 4MW output wi