African Phosphate had entered into an agreement to acquire 100% of GLF. The GLF vendors are Jonah Resource Holdings Limited (“JRH”) and Richmond Master Partners Limited (“RPM”).
July 30 2013
You will find here the EGM for the bridging loans that lead to these "vendors" Not formost one Jonah Resources. Sir Sam Jonah.The CEO of gulf.
Of course if you read the history and the HC forum of Gulf. You will see millions raised and not one target meet.
This would not surprise you if your followed Range resources. A Okap venture company out of many in the Okap stable. According to BMZ's own ann's. Mr Jason Brewer was a director of Okap ventures up to last year. Just before ASIC froze all assets in it.
I not Mr Brewer now holds 30% of African Phosphate. (55 of the 185 shares on issue)
African Phosphate, in which Jason Brewer (director of Black Mountain) is Chief Executive Officer and shareholder ( through JC Trust Pty Limited, which holds 55 shares out of 185
This from the Stanton's report.
issue to JRH and RPM shares (“the Consideration Shares”) as described in section 1.3 of the EM (in effect JRH is to receive 4,978,803 Consideration Shares and RMP and LB International Limited a related party to RMP are to receive a total between them of 28,211,577 Consideration Shares following completion of the minimum capital raising of $4,000,000 (at 10 cents per post consolidated share) and at the time of the recommencement of trading on the ASX by the Company (RMP will receive 27,641,577 Consideration Shares and LB International Limited will receive 570,000 Consideration Shares)
If you look at the Bridging loan from 2013. You will JRH committed (Sir Sam) $1,800,000
RMP $2,334,000
Note that it clearly says raise a minimum of $4,000,000. This does not take into accord BMZ recompiling with listing rules 1-2. Asset test. You can add another $2m to that raising.
1.12 It is planned to consolidate the shares on a 1 for 10 basis and then undertake a new capital raising (“Capital Raising” or “Placement”) of $4,500,000 by way of the issue of 45,000,000 post consolidated shares at 10 cents each (“Capital Raising Shares”). The maximum Capital Raising will be $7,500,000 (75,000,000 post-consolidated shares).
The Investment Commitment is a commitment for the Company to invest US$5,000,000 in NMCL within 3 years of signing the Share Sale Agreement (of which US$2,500,000 is to be made by 31 December 2016).
The Company has entered into a deed of assignment of debt with JRH and RPM pursuant to which JRH and RPM have agreed to jointly and severally assign all of their rights, title and interest to the Debt (see below) to the Company (“Deed of Assignment of Debt”).
The Debt is the amount owing by GLF to JRH and RPM at the date of settlement of the Share Sale Agreement, including the loans in the sum of US$10,144,257.37 advanced to GLF by JRH and RPM. The maximum amount of the Debt owing by GLF to JRH and RPM is not expected to exceed US$13,784,554. On Completion and after the assignment of the BLACK MOUNTAIN6343A/IER re Acquisition of GLF by Black Mountain July, 12 2016 3 Debt, GLF will owe the Debt to Black Mountain and no funds will be owed by GLF to JRH and RPM.
What a lovely recycle job.
in the event the Company does not make the investment Commitment payment, make an additional cash payment to JRH and RPM of US$250,000 within 3 years. The amount will only be payable if the Vendors continue to hold at least 50% of the Consideration Shares on the third anniversary of the Execution Date; and
Gosh. That's the bet this will be enacted!
RMP and LB International Limited a related party to RMP
The Company has entered into a deed with LB International Limited (LBI) pursuant to which, in consideration of LBI’s role in advising and assisting the Company in the settlement of the Share Sale Agreement, the Company has agreed
To pay LBI an advisory fee of US$3,000,000 cash to be paid on a deferred basis quarterly in arrears, with each quarterly payment amount calculated as an amount equal to 66% of NMCL and IMIC’s net cash flow after-tax (“Advisory Fee”)
To reimburse LBI, by no later than the date of settlement of the acquisition of GLF, an amount of US$114,400 to settle funds and associated interest and penalties fees, advanced by LBI to NCML from 1 February 2016 to 1 March 2016 (“Working Capital Fee”). The Working Capital Fee will accrue interest at a rate of 2% per month from 30 April 2016 compounding monthly until full repayment is made. It is expected that the interest may approximate US$6,864.
In the event that the Investment Commitment payments of US$5,000,000 are not paid within 3 years, then subject to shareholder approval at the time the shortfall in the Investment Commitment will automatically be converted to ordinary fully paid shares in the Company (shares issued to LBI). The issue price will be equivalent to the volume weighted average share price (“VWAP”) for the six months prior to the third anniversary date of the agreement with LBI. LBI is a party associated with RPM
So the commitment from Gulf never happened even though millions raised. Sir Sam (Director of Gulf) and RMP (LBI) ended up with the project through bridging loans.
The above sets up the same conditions and LBI will get a huge amount of BMZ shares.
Once again. Recycling of the same already failed project.
It is noted that amounts initially shown as owing to a past Director, Peter Landau and his associated entities (OKAP!) of approximately $1,235,835 will be written back to $nil on the basis of written instructions from Peter Landau and on the basis that services were not properly rendered to Black Mountain as initially claimed by Peter Landau and his associated companies. However, ASIC has a freezing order involving Peter Landau and thus there is always the possibility that the initial claims may be payable. The Company has written back the initial amounts claimed by Peter Landau and his associated companies and these are now disclosed as contingent liabilities. The Company would negotiate to extinguish any debts payable to Peter Landau and his associated companies by way of the issue of new shares in Black Mountain in the event a claim was made at a later stage.
"Associated companies" OKAP VENTURE. Which Mr Jason Brewer was a director of as of last year.
Here is how much was raised in the CR that saw this suspended and ASIC investigate.
Rights Issue however only 5,446,655 shares were issued for cash consideration to raise $54,467
The rest was just issued shares for debt conversion and note holders. A far cry from the $2m claimed by Black Mountain resources!!
God. You read this and you would have to have rocks in your head!! It's one big red flag from start to finish!
Of course we will see where the ASIC investigation leads!
BMZ Price at posting:
0.6¢ Sentiment: None Disclosure: Not Held
(20min delay)