The next share of consolidated research (and starting to enter into the unknown territory that I'd like some answers to).
Link to Part 1:
https://hotcopper.com.au/threads/general-discussion.6308522/page-9142?post_id=69327510And Part 1 Addendum:
https://hotcopper.com.au/threads/general-discussion.6308522/page-9143?post_id=69327612Link to Part 2:
https://hotcopper.com.au/threads/general-discussion.6308522/page-9206?post_id=69375486Information for this series is drawn from ASX announcements (for FFX/MLL/BGS primarily since 2018, LLL since 2022), company reports, public statements, government and regulator documents and records, legal documents, legislation, media, trade data, and social media including HC. Sources have been reasonably assumed to be good faith accurate representations and any errors and/or omissions are unintentional, and certainly not intended to misrepresent facts nor injure any reputation.
Part 3: Shell GamesThis time exploring the subsidiary structure.
I'd also recommend
@fooca's post on the tenements if interested:
https://hotcopper.com.au/threads/ann-morila-gold-project-recapitalisation-update.7066699/page-238?post_id=64613123The ownership structure of FFX, including LLL due to FFX's sizeable stake (and assuming I haven't made any interpretation errors), looks like this:
The details of the Directors and KMP of each subsidiary are (surprisingly to me) a little opaque. However I've done my best to determine what I can, broken down by company as follows.
Firefinch Services Pty LtdFirefinch Services Pty Ltd ("Firefinch Services"), established on 15 October 2020, is an Australian entity with an unknown purpose. In terms of events contemporary at the time, shortly after its creation the Goulamina DFS was completed, there was a General Meeting, a SPP, the change of the company name to Firefinch Limited (5 November 2020, approved at the General Meeting, first tabled 24 September 2020), the Morila acquisition, and the appointment of additional Directors and employees.
Firefinch Services currently has a single Director, Scott Lowe, who was appointed 31/12/22, together with a single Company Secretary, Stuart Usher, appointed 19/8/22.
Previous Directors include Bill Oliver (20/7/22 to 31/12/22), Alistair Cowden (15/10/20 to 10/7/22), Michael Anderson (6/4/21 to 30/6/22), and Eric Hughes (15/10/20 to 23/8/21).
All of these, other than Bill Oliver (who was FFX's GM, Geology and Exploration) and Eric Hughes (CFO and Company Secretary) were also Directors of FFX.
Previous Company Secretaries include Nathan Bartrop (23/8/21 to 19/8/22) and Eric Hughes (15/10/20 to 10/7/22). Both were FFX Company Secretaries.
Birimian Gold (Mali) Pty LtdBirimian Gold (Mali) Pty Ltd ("Birimian"), established on 13 August 2010, is the Australian holding company for all mining exploration companies of FFX (across Mali and Liberia), excluding Morila and the now demerged Goulamina. FFX owns 100% of Birimian, which in turns holds 100% of 4 Mali companies and 1 Liberia company.
It has been previously known as Birimian Pty Ltd, Birimian Gold Pty Ltd, and Birimian Gold Limited (not the Birimian Gold Limited that would be a predecessor to FFX - but a separate unlisted public company that had the name before Birimian Gold Limited aka BGS as we know it was changed to that name - BGS was still Eagle Eye Metals Limited at this point).
Note for comparison the history of FFX names:
Birimian currently has a single Director, Scott Lowe, who was appointed 19/8/22, together with a single Company Secretary, Stuart Usher, also appointed 19/8/22.
Previous Directors include Bill Oliver (10/7/22 to 31/12/22), Alistair Cowden (30/4/20 to 10/7/22), Michael Anderson (6/4/21 to 30/6/22), Mark Hepburn (14/11/18 to 6/4/21), Brendan Borg (14/11/8 to 30/4/20), Greg Walker (30/4/17 to 13/11/18), Gillian Swaby (27/4/17 to 13/11/18), Kevin Joyce (13/8/10 to 30/4/17), Hugh Bresser (13/8/10 to 22/3/17), Michael Haynes (13/8/10 to 3/9/13), and Wayne Rider (24/2/11 for a day, and 24/5/11 to 2/7/12).
All of these, other than Bill Oliver (who was FFX's GM, Geology and Exploration) were also Directors of FFX or its predecessors.
Previous Company Secretaries include Nathan Bartrop (23/8/21 to 19/8/22), Eric Hughes (5/3/19 to 23/8/21), Sebastian Andre (21/11/18 to 1/4/19), Mark Pitts (21/9/18 to 20/11/18), Kevin Joyce (4/9/13 to 30/4/17), and Michael Haynes (13/8/10 to 3/9/13).
All of these, other than Kevin Joyce (former MD) and Michael Haynes (former Director) were also Company Secretaries of FFX or its predecessors.
Birimian Gold Mali SARLBirimian Gold Mali SARL, established on 13/1/11, is the 100% owned Mali entity holding the Exploration Permits for Finkola, Diokélébougou, N’Tiola and Makono, as well as (to the best available information) still holding the Exploitation Permit for Finkola which was expected to be transferred to a dedicated single-purpose company (I assume the newly created Finkola SA).
Directors and KMP are largely unknown, however Seydou Semega (former FFX Country Manager, current Leo Lithium GM, West Africa as well as involvement in many of the subsidiaries) has been involved at some point.
In particular he is listed as the Managing Director (Le Gérant of a SARL) in March 2021, and as Co-Managing Director in September 2021 as part of permit agreements.
Sudquest SARLSudquest SARL, established on 31/8/15, is the 100% owned Mali entity holding the Exploration Permit for Finkola Nord.
Directors and KMP are unknown.
Timbuktu Ressources SARLTimbuktu Ressources SARL, established on 21/12/12, is the 100% owned Mali entity holding the Exploration Permits for Finkola Sud and Sanankoroni. It previously held the Exploration Permit and Exploitation Permit for Tokakoro aka the Goulamina permit.
Accordingly it was the entity that hired staff for Goulamina around 28/10/21 while new entities, including the single-purpose holding company for mining "LMSA" were presumably getting setup for the future Leo Lithium et al. The Torakoro/Goulamina Exploitation Permit was transferred over by decree on 24 March 2022.
Directors and KMP are largely unknown, however Seydou Semega (former FFX Country Manager, current Leo Lithium GM, West Africa as well as involvement in many of the subsidiaries) has been involved at some point.In particular he is listed as the Managing Director (Le Gérant of a SARL) in February 2022 as part of a permit agreement.
Finkola SAFinkola SA is the 100% owned Mali entity presumably created to be the single-purpose mining company for the Bèlèdjo Project as part of the Finkola Exploitation Permit granted 24 August 2022. At this stage given subsequent events and a search of Mali decrees in the Official Journal I do not believe the permit has been transferred as originally expected.
Directors and KMP are unknown.
Birimian Gold Liberia Ltd (aka "Birimian Liberia")Birimian Gold Liberia Ltd ("Birimian Liberia") is the 100% owned Liberian entity that held historical Liberian holdings including Bassawa. In August 2017 it was noted by BGS that the entity was "yet to wind up", with a Cleansing Prospectus in February 2018 noting that the review and efforts to deregister the entity were still ongoing. It's unclear where those efforts landed.
Directors and KMP are unknown.
Morila LimitedMorila Limited, established on 11 August 1999, is the 100% owned Jersey entity that holds FFX's interests in Morila. Morila Limited was established by Randgold and previously named Randgold Resources (Morila) Limited until 20/7/2000.
Current Directors are Scott Lowe and Brett Fraser - the history otherwise since FFX ownership is unknown.
Interestingly, it appears that since FFX took ownership no further Annual Reports have been filed with Jersey (previously it filed Annual Reports back to 1999).
Société des Mines de Morila SA ("Morila SA")Société des Mines de Morila SA ("Morila SA"), established 30th July 1999, is the most important of FFX's subsidiaries, being the 80% owned Mali entity holding the Exploitation Permit for Morila (the remaining 20% being held by the State of Mali).
The original Establishment Convention for Morila was made by BHP in 1992.
This ended up with Randgold in the Morila SA as we know it in 1999, before being extended under FFX ownership on 16/5/22.
The Directors and KMP of Morila SA are not 100% known and clear, however we are led to believe the following from piecing together official documents, announcements, social media, and commentary at the most recent AGM as relayed on HC.
From a KMP perspective, Drissa Arama was the Plant Manager of Morila from March 2015 to March 2017, before assuming the role of CEO/GM of Morila SA ("Le Directeur Général"), a role he appears to still hold. He has been a longstanding GM across both Randgold and FFX ownership, and by all accounts seems determined to run a safe and productive mine. The image above includes his signature to the extended Establishment Convention in 16 May 2022 reflecting his role.
There have been implications by FFX (at least that is how I understand commentary in announcements and at the AGM as reported on HC) that this role has substantial autonomy and authority beyond the directions of the Morila SA and/or FFX Board. I have to accept this view, not having access to the legal advice they have received, nor to Morila SA Board Papers. However, the research I have conducted of Mali law, as well as documents relating to Morila SA including the Establishment Convention, make it difficult for me to understand this position and I would appreciate additional clarity from the FFX Board: what I've read suggests that the
Chair of the Board (aka the Président not the Directeur Général) does have powers that cannot be restricted by the Board, but that the Chair is appointed (and can likewise be replaced) by the majority shareholder which with 80% holdings is still Morila Limited, the Jersey entity 100% owned by FFX with Lowe and Fraser as Directors. I have similarly been unable, despite translating a number of relevant documents, to understand the FFX position that in discontinuing further funding as a shareholder it forfeits its rights to direct the entity.
Beyond Arama, Amadou Maiga was the Finance Manager of Loula and Morila from 2012 to 2020, continuing as the Finance Manager of Morila SA after FFX's acquisition, a role he appears to still hold.
From a Director perspective we are not 100% clear on the history of directors. Reading the Establishment Convention, and other similar documents for other companies, it appears traditionally there may have been 10 directors, 2 of which were Mali state representatives. The majority shareholder gets to appoint the Chair (Président), who has some powers that cannot be limited by the Board.
From social media I note that Seydou Semega (former FFX Country Manager, current Leo Lithium GM, West Africa as well as involvement in many of the subsidiaries) has been a Board Member of Morila SA since November 2020, taking on the role of Chair (Président) from September 2022 to the present.
At the AGM,
as reported on HC, the question was asked as to how many Directors were on the Board of Morila SA. The response was that there were 4 Directors "Bill, Tom, Andrew and Seydou", that the decision was made to "cut ties completely", that "we walked away", that Lowe "had to terminate 3 permanent employees" and that "the directors resigned from the Morila SA Board". I take this to mean that all of FFX's appointed directors on Morila SA resigned, which contributes to the declared position that FFX has lost control of the entity.
My assumption is that Bill refers to Bill Oliver (GM, Geology & Exploration), Tom to Tom Plant (CFO), Andrew to Andrew Taplin (COO), and Seydou to Seydou Semega (Country Manager). The employment contracts of Oliver, Plant, and Taplin were indeed terminated consistent with this commentary (Oliver on an unknown date but prior to mid-January 2023, Plant on 15/11/22, Taplin on 31/12/22).
The AGM commentary noted that the resignations from the Morila SA Board happened "after a month" of the decision to walk away. That decision was announced on 3 November 2022. In the 2022 Annual Report FFX notes its opinion that it lost control of the entity on the same date. It therefore appears, if I am interpreting these comments correctly, to be FFX's position that it did not have control of the entity for the subsequent month that its Directors remained on the Board - indeed the commentary at the AGM suggests to me that the entire Board at this time was FFX employees.
I find it odd that no Mali State appointees are noted given the question as reported was asking how many Directors were on the Board of Morila SA. I also find it a little odd to reconcile Lowe's commentary that FFX's directors all walked away given Semega, an FFX (and LLL) employee, appears to remain on the Board - indeed remains as its Chair which from my reading of the documentation is a role only appointed by the majority shareholder, aka FFX. Semega was appointed Chair from September 2022, before the decision to walk away. It is unclear who the Chair was prior, and why a new Chair was appointed. I have no idea if it was relevant to decision-making, but September 2022 was also the point at which Lowe joined FFX. Semega also seem to have remained FFX's Country Manager until March 2022. Are we to take from Lowe's comment that Semega was not on the Board as an FFX representative (given FFX walked away) despite remaining an FFX employee? Did FFX appoint Semega as Chair? Why in September? Was Cowden and/or Fraser the Chair prior?
Mali Lithium BVMali Lithium BV is the Dutch joint venture entity owned 50/50 with GFL International Co. Ltd. (a 100% owned Chinese subsidiary of Leo Lithium's partner Ganfeng Limited Co. Ltd aka Ganfeng). The entity was established to hold the Goulamina assets as part of the joint venture deal between FFX and Ganfeng that also resulted in Leo Lithium.
The 2021 Annual Report notes that Mali Lithium BV was established in October 2021 - I believe this may be in error given the Dutch records show it was established 8/9/21.
The current Directors of Mali Lithium BV are Simon Hay (appointed 2/2/22), Tong Zhang (2/3/22), Wenbo Wang (2/3/22), and Ron Chamberlain (1/7/23).
Lithium du Mali SA ("LMSA")
Lithium du Mali SA ("LMSA"), established in March 2020, is the Mali entity currently (to best information) 100% owned by Mali Lithium BV (the 50/50 Leo Lithium and Ganfeng Dutch joint venture) that holds the Exploitation Permit for Goulamina (the Torakoro permit, transferred 24/4/22 from Timbuktu Ressources SARL) and is accordingly the single-purpose mining company created for mining Goulamina.
The State of Mali has a right to a free carry 10% stake of LMSA, and an option to purchase an additional 10% for a total holding of 20%. At this stage on best information no stake has yet been taken up.
The Directors and KMP of LMSA are not 100% known and clear.
On the KMP front Seydou Semega (former FFX Country Manager, current Morila SA Chair, current LLL GM, West Africa as well as involved in many of the subsidiaries) is the current CEO/GM ("Directeur Général") of LMSA.
General QuestionsIn addition to those questions noted elsewhere in this post, notably further information on comments made at the AGM and elsewhere in relation to control/power as well as the history of the Morila SA Board, I would like to know the following:
1) Details, including historical, of the Directors and KMP of each subsidiary
2) The purpose of Firefinch Services Pty Ltd
3) The audited financial statements of each subsidiary, including for Morila SA a breakdown of expenditure across operational mining costs, mining asset investment, and community investment/expenditure
4) Details of compensation paid from each subsidiary to any related party including past and current Directors and/or KMP of either that subsidiary or any other in the group
