I really just wanted to post a sound track of "crickets chirping" which would basically be what I think of their performances since being appointed.
ALL of the following has been previously posted, and it is long winded but it is better than being full of wind.
A reminder of the performance of a Board that views an action (to call them to account) not being in the best interests of the Company or its shareholders!!!
QUOTE: "
the Board is unanimously of the view that the Proposed Resolutions are not in the best interests of the Company or its shareholders;"
** This is quite staggering coming from a Board that:
(i) on July 4th 2022 in the released Operational Update were in discussions with a number of parties on potential financing measures to address the Company's current working capital position ....
~ I was for one, surprised that we actually had a working capital shortfall, given that on
13th December 2021 announced a $100m placement that not only
provided funding certainty bullet point 3but also stated that Firefinch is now
fully funded to execute its aggressive growth plans at Morila, including increasing gold production to over 100,000 ounces in 2022 and to over 200,000 ounces of gold in 2024
bullet point 2
From the 4th July to the 21st September 2022, after 88 days of discussions, a Recapitalisation Package was announced, but then withdrawn 3 business days later.
~ the Board cited shifts in POG and monetary exchange rates, but (opinion) maybe point 12 comes into play? plus shareholder backlash?
https://hotcopper.com.au/threads/i-have-heard.7398688/?post_id=67946785++ A simple breakdown share dilution, current shares on issue (circa) 1.18b
-- shares to be issued: totalling 2,363,072,166
(a) Placement - 1,500,000,000
(b) ME-IM debt / future service contract - 576,030,000
(c) Other outstanding debt - 120,375,500
(4) SPP - 166,666,666
Which part of the Recapitalisation Package was in the best interests of the Company and all shareholders? when shares on issue would have been diluted -- from circa 1.18b to 3.54b, at a placement price of $0.06c, a substantial discount to the last trading share price of $0.20.
Short answer,
none of it was, (opinion) and this was recognised in announcement released by the Chairman (Fraser) on 16th November 2022 stating:
~ and I {expletive deleted} quote "(sic) ... A number of potential equity raisings and financing options were pursued, including entering into creditor compromises. Through this process, it became clear that not one of these options was going to be in the best interests of shareholders to retain value, and in particular, it would have required a highly dilutive equity raising....(sic)"
Question Mr Fraser, why did you even bother, if 2 months after you formulated, announced and then withdrew the Recapitalisation Package, you conceded it not to be in the best interests of shareholders!
Question Mr Fraser, what part of your $3,000 a day fee, paid over a period of (no one knows how many days, including you) to get shareholders a net outcome of ZERO "from leaving no stone unturned to find a funding package", was in the best interests of all shareholders?
(ii) Mr Fraser, how did the Company go from requesting a Trading Halt (27/6), then Voluntary Suspension (29/6) pending an announcement to the
operational performance and production guidance of the Morila Mine, to the Operational Update 5 days later (4/7) where the Company was already in discussions with a number of parties for potential financing measures to address the Company's current working capital?
Considering we were fully funded through to 2024, but had the apparent need to engaged parties for financing?
~ seriously, never in my time (as short as it has been) investing in ASX listed companies have I witnessed a company go into a prolonged suspension and a total Company demise including the destruction of shareholders wealth due to missing guidance figures! ~~ the initial reason for the Trading Halt.
(iii) on the 5th July 2022, the Company announced the sale of 28.6 million shares in Leo Lithium @ $0.455 for a net injection of $12.9m.
**What the Company has failed to mention was the sale
resulted in a loss of shareholders equity to the tune of $7,100,000 only 8 trading days after Leo Lithium Listed! The sale of the Leo Lithium Shares was one of the first questions asked at the AGM,
what is almost as astounding as the $7.1m loss, is the responses from Fraser in regards to sale:
~ first and foremost he failed to acknowledge the amount when questioned, (at 17:00 recorded AGM) with the comment "I have not confirmed this but you have stated it was $7.1m"
~ the decision wasn't taken lightly, the decision to sell those shares at the start of July, when we put the Company into a Trading Halt (17:15 recorded AGM) we were trying to asses what the financial position the Company was in and if we had enough funds moving forward, it wasn't a large holding and they weren't escrow shares, it was only a small part of the holding!
News flash Mr Fraser, the Company was put into a trading halt on the 27th June for
production performance and guidance figures!!
A couple of questions / thoughts
(a) What part of selling LLL shares at a 35% loss was in the best interests of the Company or all shareholders?
(b) If you and the Board "didn't take the decision lightly" IMO to mean or infers that a lot of discussions and thoughts went into it but you stumbled when asked directly but you couldn't answer what the loss was!
(c) the most telling of all, quote: "
we were trying to assess what the financial position the Company was in."
** As Directors of the Company, were not you aware of the financial position up to this point?
** As Directors of the Company, isn't it part of your fiducial duties as overseers of (but not limited to
managements adherence to implement the Company's strategic objectives, challenging management and holding it to account, approving budgets and
monitoring the financial performance of the Company (as defined in the Board Charter) but yet, you sold LLL shares before assessing what the financial position of the Company was?
One of the key fiduciary duties, is a duty of care which describes the level of competence and business judgement expected of board members, this is commonly expressed as to provide a level of care that an ordinary prudent person would exercise in a similar position and under similar circumstances. A reasonable prudent person would exercise reasonable care when making business decisions as a company steward, which would ensure being well informed and fully understand the issues surrounding a decision BUT yet the board sold shares before having an understanding of what the financial position of the company was or what was needed going forward.
Lowe commented (43:40 AGM recording) Although it was in relation to Morila, and it was in reference to protect the value of Firefinch's assets against creditors; IMO it should also apply as a methodology to also act as a safe guard to protect the assets of Firefinch from the decision makers!
re: The Company was conscious of protecting Firefinch's assets and preserving value for the benefit of shareholders, BUT who is going to preserve and protect the assets of Firefinch when (In My Opinion) the current board have made decisions without being fully aware of the ongoing fiscal requirements needed!
As demonstrated above, and IMO, indicates the decisions made by the Board were not in interests of shareholders nor were the indicative of actions that preserved the value of assets.
After being questioned on the Corporate Transaction, Lowe (35:25 AGM recording) "we have had meetings and have had feedback from many shareholders. Broadly speaking, basically there are two types of shareholders, those that are happy to wait a year and there are many. There is also many that want liquidity ASAP and have made it plainly clear, it is why we undertook the process with Treadstone to deliver liquidity and value because they are frustrated they can't realise value for their shares."
~ In my opinion, the Company have not acted in the interests of
ALL shareholders, how can they as there is clearly (as Lowe said) two types of shareholders that want opposing outcomes, hence it is not possible.
Mr Fraser, I would like to know, why the Company chose the side of the shareholders that want everything sold to get their liquidity ASAP versus us mere retail mum and dad shareholders that want the cash returned now and the LLL shares returned post expiration of the escrow period?
++ Thank goodness for small miracles, when the ASX denied the Company's request for a waiver on the LLL escrow shares.
Mr Fraser, before you want to make suggestions of shareholders that are exercising their rights, and the actions taken to exercise those rights are deemed by yourself and the board to be contrary of being in the best interests of the Company and all shareholders, you should be making sure the board's skeleton cupboard is empty!!
Mr Fraser, (this is a first) as I agree partially with your statement that the serving of the 249D and the Proposed Resolutions within (if implemented) will indeed be a significant event.
As for the "destabilising" part, if the Corporate Transaction is robust enough then there would be no impact if there was to be a change of directors, and/or no different to any impact the "mutual agreement" (rolls eyes) of the Managing Director being terminated.
~ Opinion - Are the Board that insecure on the merits of the Corporate Transaction that it won't pass muster they have included a get out clause,
(re: significant destabilising event) as it will be all your fault if the transaction is terminated!
~ Opinion - With the combination and expertise of Treadstone Resource Partners and the award winning Gilbert & Tobin Legal Firm, I doubt that it would matter very little as to who is at the helm of Firefinch Limited.
One for you Mr Fraser, as a member of the FFX Shareholders Group, I am concerned that if the Proposed Resolutions are not implemented there will be little remaining cash to be returned, and I am also concerned to the fate of my ratio of Leo Lithium Shares.
cheers
