so I've read a lot of posts on this thread and the "JV...

so I've read a lot of posts on this thread and the "JV expectations" thread. Some posts make no sense and others start to address the core issues.

From my perspective you must address a JV simply on these 2 issues

(a) Each participant's Balance Sheet is critical to the structure (and strength) of the JV's separate balance sheet.

I'll illustrate this in a moment and like Beach42 and would recommend a reading of the JV that INR recently announced ... I posted a similarly styled post there. If you have lots of time you could research PLL (as I think we will follow them to a degree).

(b) What is each party CONTRIBUTING to the JV (and that could be simply just capital or no capital at all but say a fully (or partially) permitted resource). The JV will determine the value of the contribution and that shows up as a % ownership interest of the JV ... which is a separate incorporated entity from the participants.

OK then ... the balance sheet (BS) ... and IMO the strategic capital raising(s) have not yet occurred ... and if you don't like to read about this I suggest skipping this post. TLG needs to list on a USA exchange ... lets say NASDAQ and that is why Morgan Stanley is around. You can follow PLL events to see how that works.

TLG BS as at Jun'30 2021. Shown in "Accounting Style"



Now I will "re-present and reformulate" this style into a more "Financial Analysis Style"



Nothing to dramatic here as TLG BS is simple at this stage. Also "Cash" at this point is NOT a "financial asset" it is an operating asset (need cash to run the business). In this representation only "Surplus Cash" would be considered as a FA and TLG has none.

This then becomes

and my focus is always on NOA and CSE (Common Shareholder Equity) and the change YoY



The changes in NOA and CSE come from the CR. Keep in mind capital in E&E Assets are expensed so we are not seeing a build in "Development Assets" value as that capital is getting added to "Accumulated Deficit". However TLG is advancing the property with drilling and permitting so it has "hidden value" ... gets back to my comment on the contribution to the potential JV

OK ...moving on. We are almost half way through the FY. I firmly believe that a US listing takes place in H2 of this FY (so Jan - Jun and most likely Q4 just in timings for filings with SEC). This is my "expectation" of what this INITIAL piece looks like



This is where MS earns their fee. So roughly 10% dilution. This is sold directly to US investors as ADRs (in other words NOT offered to Australia investors via ASX). Do not confuse this with the ability to get quotes and trade shares on OTC and Frankfurts markets.

This raising has the following effect (and remember all I have at present is the Jun 30 2021 BS )


and in my preferred style


and the change is seen simply as



Hopefully obvious ... just the net ~AUD$56M in cash being added to the BS.

I'm going to leave it there for the moment ... I'll finish later if there is interest but what I see is

1. A secondary offering of additional shares on NASDAQ ... provided shares have taken (again see PLL performance post their IPO on NASDAQ, offtake with TSLA and then an opportunistic secondary to take advantage of sharp rise in share price). This to take place in around Aug/Sep.

2. Now comes the strategic capital raising (which I realize is the 3rd raising). I see a placement to Mitsui of ~10% AND IF (1) above goes as expected (optimistic AUD$6 and 35M shares) I'm looking for TLG to have about AUD$430M of cash.

3. Integrated with (2) above is the JV. While it mentions only VAP at19Ktpa I'm expecting the JV to target 100+ktpa. This is where discussions about who is contributing what for how much. Clearly what Mitsui contributes is primarily cash. And lets say $500M to the JV. What is TLG going to contribute. For starters some sort of mine ... maybe x% of a resource and lets say its an agree $300M... then TLG also adds $200M cash to JV and the JVCo has a $1B of CSE ($700M cash & $300 long term asset carrying value). That will easily get $1B in 10yr notes at low rates. Being notes its just 10 annual (or semi annual) payments by JVCo of say $50M if rate is 5% and $1050 in Yr 10. And of course its all rapid expansion from cashflow to 200+, 300+, ....

I want TLG Group to concentrate on getting its US listing. Also need better insight into TTI ... how much will the JV pay for the right to use that intellectual property (a common technique).

Still crawling IMO ... walk (US listing) and then run (with appropriate JV structure(s))