Just digging around trying to save information .. .. .. .. Old dog here, how do I save this presentation to my hard drive? without it having to access the FFX website?
@Sin nikel Indeed "its not over until it is over" @MM0 you mean something like this? along with the "good faith" request to see the books
From Firefinch's Constitution
Given the announcement released by Leo Lithium it would/could give rise that the actions/decisions of the Executive Management and Board of Directors (past and present) of Firefinch in conducting the affairs of the company will/could have an impact of the financial performance of Leo Lithium, including possible decimation of the share price and any delay of future dividends on return of the "escrow shares" to Firefinch shareholders.
Corporations Act (Section 232) details conduct that constitutes "oppressive conduct". In general, minority oppression includes conduct that is: contrary to the interests of the shareholders as a whole.
Grounds for a Court order; ~ The court may make an order under section 233 if; (a) the conduct of the company's affairs; or (b) an actual proposed act or omission by or on behalf of a company; (c) not applicable
is either (d) contrary to the interests of the members as a whole; (e) not applicable
Example 1: 7th July 2022: Sale of 28.6 million Leo Lithium Shares - FFX Cash Injection of $12.9 million
The sale of the Leo Lithium shares, was executed in a block trade after market on the 4th July to unknown recipient/s! ++ 28,571,428 shares were disposed of for a consideration of $12,999,999.74
~ the sale was 7 trading days after Leo Lithium's admission to the ASX,
~ it also contradicted the statements made in the video interview / presented by ASX Investor (link above) ~ it (IMO) also undermined the trading performance of Leo Lithium ++ the LLL SP closed $0.485 the day before the announcement, 5 trading days post the announcement the SP closed $0.365 ~ equating to a 24.74% depreciation of share price. ++ who were the recipients of the block sale? and what further undermining pressure was put on LLL shares as a result?
~ the announcement was approved by the Secretary of FFX and not the customary Board of Directors, which still leads me to believe the sale wasn't an unanimous decision? ~ resulted in a capital loss of A$7,107,000 including a transaction fee of $107,000
What makes it more unpalatable, following are partial transcripts/notes from the AGM on a simple question, "why did the Company sell the LLL shares?" ++ the first response was "we were trying to assess if we had enough funds, and what we needed going forward, it wasn't a large holding, they were not the escrow shares, and it was only a small part of the holding." ~ 12 months post the date of the Sale, cash/cash equivalents still equalled $34.6m, making the sale of the shares just a knee jerk / panic reaction.
~ later in the meeting, the two condescending statements made by Fraser (1) we have already delivered $591million of value back to shareholders; and (2) LLL share price dropped after the sale - was this some sort of justification or plainly trying to convince us dumb shareholders they timed it right!
Something to giggle about, ~ the Board of Directors must have been that embarrassed with their lack of foresight, immature and reckless selling of the LLL shares they forgot to mention the sale of LLL shares in the corresponding Quarterly Activity report (period to 30th Sept 2022), although they make a reference "with 17.61% retained stake in Leo Lithium, Firefinch has exposure to lithium."
Example 2: After the Company made the decision to cease funding of the Morila Mine, they were and have been adamant that there are no Parent Guarantees, but as previously posted, and as pedantic as it may be, there was still in force a standing Firefinch Limited guarantee agreement for payment for services by Capital Drilling for any of the Company's subsidiaries including Morila SA, the agreement was entered into on 3 September 2020 between Firefinch Limited and Capital Drilling.
The Equity Conversion and Drilling Deed, whereas Capital Drilling had the right to bid for all drilling work which any of the Company's Malian subsidiaries may wish to undertake in Mali for the period ending 30 June 2023.
The Company has agreed to guarantee the payment for work which Capital Drilling may undertake for any the Company's Malian subsidiaries.
The point being, in the 2020 & 2021 Annual Reports Contingent liabilities of the parent entity: There are no guarantees entered into by Firefinch Limited for the debts of its subsidiaries as at 31 December 2020 & 2021
Am I reading it wrong? Was entering into the Equity Conversion and Drilling Deed that guaranteed payment by Firefinch Limited not a parent guarantee?
Example 3: Termination payment to Michael Anderson, under the Contract terms of his employment may be terminated; (a) by the Company at anytime on 6 months notice, of which at least 3 months must be paid in lieu. (b) by Anderson at any time on 6 months notice.
Anderson's salary was set at $550,000. 29th July 2022, the released announcement: By mutual agreement, Anderson has left his position as Managing Director.
His employment contract has notice periods for both parties, why aren't they served? versus a mutual agreement, does that then trigger "in lieu payments"
The termination payment was 450,000. ~ does the termination payment exceed the cap as per section 200G of the Corporations Act?
Has the Management and the Board of Directors in making this decision displayed a conduct that was contrary to the interests of shareholders as a whole.
**Cowden was elevated in the Company from Chairman to Executive Chairman that also brings in an increase in salary! Although, he flew the coop as well, I am still convinced (or I convinced myself lol) that his hand was forced being outvoted at the board meeting to sell the LLL shares. ~ re: the announcement of the sale of the Leo Lithium shares was approved for release by the secretary rather than the Board of Directors.
Example 4: Termination payment to Scott Lowe, under the Contract terms of his employment may be terminated; (a) by the Executive (Lowe) by three months notice -- excluding a Material Diminution event (b) by the Company at anytime by the provision of 6 months notice.
Lowes Salary $550,000 plus superannuation (11%) Lowe commenced on the 17th October 2023, with a 3 month probationary period. By mutual agreement Lowe will leave his position as Managing Director on 31st August 2023.
The termination payment was $453,981.77 ~ does this termination payment exceed the cap as per section 200G of the Corporations Act? ~ his termination was 10 1/2 months after he commenced. ~ although the clauses in his termination included STI and LTI payments, one of which won't be triggered now that negotiations on the Process have ceased, why was he even considered to be entitled to them after a short period of employment?
STI's are tested on the 31st December each year, he was tested and remunerated on a pro-rata basis 17th October - 31st December 2022 LTI's are capable of being tested and vesting after 3 years ~ Lowe was not eligible for the other termination component ($150,000) nor the retention bonus ($150,000)
Has the Management and the Board of Directors in making this decision displayed a conduct that was contrary to the interests of shareholders as a whole?
What has me somewhat perplexed, why didn't both these Managing Directors have to work notice periods relevant to who tendered the notice?
Scott Lowe couldn't wait to get out the door, which was contrary to what he said at meeting/s (to receive documents and of course to drop the eyes and lip quiver for effect) as he basically said he wanted this to be his last gig and wanted to get a good result for all involved. ~ nothing to do with the correspondence and the Letter from the Mali Government, much -- just a reminder, the Company received the Letter from the Mali Government on the 18th July 2023, 3 days later on the 21st July 2023 -- Scott Lowe announcement of him ceasing employment on the 31st August 2023.
Recapitalisation Package; No need to go into the actual details, but for the reasons of why it was cancelled after only 2 trading days. ~ the Company cited the fluctuation in the USD price of gold and the USD v AUD exchange rates.
The day they decided to terminate the Recapitalisation Package the price of gold was US$1,620 oz, which was US$400 above their AISC target at the time, the price of gold hasn't looked back since. Although, the USD v AUD exchange rate has remained around what it is trading at today being $0.66c.
The point being, the Company's decision to enter into the Recapitalisation Package (creditor compromises & highly dilutive) they displayed a conduct that was contrary to the interests of shareholders as a whole, and in Fraser's Chairman's letter to Shareholders released on the 16th November 2020 admitted that "after leaving no stone unturned" none of the options pursued (including the aforementioned package) were in the best interests of shareholders.
All I can add, is the knee jerk reactions coupled with poor decision making has been costly.
Count me in
cheers
FFX Price at posting:
20.0¢ Sentiment: None Disclosure: Held
(20min delay)