So over coffee this morning I just wanted to quickly have a look at this Mining Green Metals deal. I still have a few shares in that dog BYH so had a tiny bit of motivation. Forgetting the whole AVL & BYH shareholders buying in to theirown projects debate, which is troubling (but not at all surprising) at best, I was just curious if anyone else will benefit from this move, without reaching into their own pocket of course, and on top of what they're already getting in the same office. Call me old school, but I tend to find that if someone in a deal is willing to actually have some hurt money on the table, I look a bit closer. If not, I laugh and throw it in the bin. I skimmed through the document just now and have copied below where I believe the explanation to all this is. Can anyone please chime in here and let me know your take Thanks!!
What benefits are being paid to the Directors? The Company has entered into the following consultancy services agreements and letters of appointment with the Directors or entities controlled by each of the Directors: a) Letter of appointment with Ian Stuart dated 4 June 2022 and a Consultancy Services Agreement dated 4 June 2022 with Mr Stuart and Eclectricity Pty Ltd (entity controlled by Ian Stuart) b) Letter of appointment with Luke Innes dated 1 June 2022 and a Consultancy Services Agreement dated 1 June 2022 with Mr Innes and The Luke Innes Services Trust (entity controlled by Luke Innes) c) Letter of appointment with Brenton Lewis dated 1 June 2022 d) Letter of appointment with Vincent Algar dated 1 June 2022 - under which Vincent Algar is appointed a Non-Executive Director of the Company commencing on and from ASX Listing of the Company Under the Letters of appointment and / or the consultancy services agreements, the Directors are (on and from successful ASX Listing of the Company) each entitled to the following annual remuneration: e) Ian Stuart - $220,000 f) Luke Innes $60,000 g) Brenton Lewis $40,000 h) Vincent Algar $40,000
Section 9.3 and 9.5 What are the Directors’ and Key Management Personnel’s interests in the Company? As at the date of this Prospectus, no Director or any Key Management Personnel holds any Securities in the Company. It is noted that completion of the Offer and upon ASX Listing of the Company, the Directors and Key Management Personnel may be issued Securities in the Company (including for example under the Company’s Employee Incentive Plan, which is outlined in Section 14.3). The Directors and Key Management Personnel may also participate in the General Offer on the same basis as all other applicants. A Director or Key Management Personnel will not receive any priority over any other applicants.
It is noted that Ian Stuart (Managing Director and Chief Executive Officer of the Company) is also a Director of the Vendors under the BYH Option Agreement (being Bryah Resources Limited) and the WCM Option Agreement (being West Coast Minerals Pty Ltd, a wholly owned subsidiary of Bryah Resources Limited). In this respect, the Company is comfortable that Ian’s conflict of interest was appropriately and adequately managed. It is also noted that Mr Stuart provides geological and corporate consulting services to Australian Vanadium Limited and its subsidiary VSUN Pty Ltd on commercial terms in relation to the Australian Vanadium Project. No geological and corporate consulting services have been provided by Mr Stuart to Australian Vanadium Limited in relation to the Nowthanna Hill Project or the Coates Project. Vincent Algar (Proposed Non-Executive Director of the Company) is also a Director of the Vendor under the AVL Option Agreement (being Australian Vanadium Limited). Mr Algar did not attend any Board meetings at which the terms of the AVL Option Agreement were discussed. It is also noted that the following Directors and Officers of the Company hold the following interests in the Vendors under the Option Agreements by which the Company will be granted options to acquire the Projects: Ian Stuart 3,100,000 ordinary fully paid shares in BYH (held directly and indirectly by Mr Stuart) and 3,000,000 performance rights in BYH (such performance rights vest based on the performance of BYH’s share price). 400,000 Shares in AVL (held indirectly by Mr Stuart). Luke Innes Indirectly 3,600,000 ordinary fully paid shares in BYH. Brenton Lewis 11,028,600 ordinary fully paid shares directly in AVL Vincent Algar 54,400,000 ordinary fully paid shares directly in AVL and indirectly 1,266,436 fully paid ordinary shares in AVL Matthew Edmondson Nil.
As at the date of this Prospectus, only Woolmaton Pty Ltd (WPL) holds 5% or more of the Shares on issue in the Company (on a diluted and undiluted basis): WPL(1) Percentage (undiluted) (2) Percentage (diluted) (2) Shares 4,000,000 44.44% 44.44% Notes: (1) WPL holds 4,000,000 Shares (issued on incorporation at $0.0001 per Share. See Section 7.2 for details and background of WPL. (2) Total Shares on issue as at the date of this Prospectus is 9,000,000 (undiluted and diluted). Who will the substantial shareholders of the Company be? As set out below, the Vendors and Woolmaton Pty Ltd are expected to hold 5% or more of the Shares on issue upon completion of the Offer and ASX Listing on an undiluted and diluted basis (subject to completion occurring under each of the Option Agreements). The table below assumes that no Vendor or existing significant Shareholder (including Woolmaton Pty Ltd) subscribes for and is allotted additional Shares pursuant to the Offer. Substantial Shareholders of the Company Australian Vanadium Limited (1) (3) Percentage (undiluted)(5) Percentage (diluted)(6) Shares 5,000,000 11.24% 8.58% Bryah Resources Limited (BYH) (and West Coast Minerals Pty Ltd (WCM), a wholly owned subsidiary of BYH) (2) (3) Percentage (undiluted)(5) Percentage (diluted)(6) Shares 5,000,000 11.24% 8.58% Woolmaton Pty Ltd(4) Percentage (undiluted)(5) Percentage (diluted)(6) Shares 4,000,000 8.99% 6.87% Notes: (1) As part of the consideration payable by the Company for acquiring the Coates Project and the Nowthanna Hill Project (under the AVL Option Agreement), the Company will issue 5,000,000 Shares to Australian Vanadium Limited (at completion under the AVL Option Agreement). (2) As consideration for acquiring an initial 70% interest in the Lake Johnston Project (under the BYH Option Agreement and the WCM Option Agreement) the Company will issue 2,500,000 Section 7.15 3530 Item Summary Further Information Shares to BYH (at completion under the BYH Option Agreement) and 2,500,000 Shares to WCM (at completion under the WCM Option Agreement). WCM is a wholly owned subsidiary of BYH. (3) Completion of the Offer is conditional on completion occurring under each of the Option Agreements (which, as per Notes 1-2 above, requires the issuing of 10,000,000 Shares to the Vendors). (4) Woolmaton Pty Ltd (WPL) holds 4,000,000 Shares (issued on incorporation at $0.0001 per Share). See Section 7.2 for details and background of WPL. (5) Total Shares on issue after completion of the Offers and ASX Listing on an undiluted basis will be 44,500,000. (6) Total Shares on issue after completion of the Offers and ASX Listing on a fully diluted basis will be 58,250,000. . The Company will announce to the ASX details of its top 20 Shareholders after completion of the Offer and prior to the Shares commencing trading on the ASX. 6. Financial Information What is the Company’s financial position? Having been incorporated on 29 October 2021, the Company does not have any operating history on which an evaluation of its prospects can be made and has limited historical financial performance. The Company will only commence its own detailed exploration activities at the Projects once it has been admitted to the Official List. Accordingly, the Company is not able to disclose any key financial ratios. Historical financial information of the Company and pro forma historical financial information of the Company is included in the Independent Limited Assurance Report contained in Section 11. Potential investors should read the Independent Limited Assurance Report in full. The audited financial statements for the Company for the period from incorporation to 31 December 2022 were signed on 24 February 2023. The Company will give a copy of these statements to any person who requests one during the Offer period, free of charge. Section 11 What is the financial outlook for the Company? Given the current status of the Projects and the highly speculative nature of the Company’s business, the Directors do not consider it appropriate to forecast future earnings. Any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection on a reasonable basis.
AVL Price at posting:
3.2¢ Sentiment: None Disclosure: Not Held