convince my mate to hold onto his gwr shares, page-9

Have only started to follow GWR recently and have been weighing up buying in but the free fall in share price has kept me out. Feel free to comment or correct any errors in the following:

FAS $1.5M cash and 98M shares on issue at 31 Dec 07 (1.5c/share cash backing)

GWR $32M? cash and 110M shares on issue based on recent announcement. (29c/share cash backing)

If the takeover succeeded then existing FAS shareholders retain approx 11% (98M out of 868M shares) of united entity that has $33.5M cash. So far I see no upside for GWR holders as they are just diluting their cash backing.
Then if you look at the supposed mining assets that each has, with GWR seemingly sitting on a massive resource and FAS seeming to not have much at all, I am failing to see the value gain in accepting the takeover offer.
So a change in management is the only possible story for GWR shareholders and one wonders how much GWR shareholders are prepared to pay for a change without any form of guarantee that they are getting a better operator.