MTC (ASX) MTC Shareholder Activists

Originally posted by noid222 ↑

Thanks for the groundwork mate.

I spoke to Russell on Friday (texted his mobile and got a call back). Didn’t mention the HC plan of calling a meeting.

Conversation was pretty benign. Doesn’t sound like anything much will be happening this year, too close to Christmas to do any business or deals.

Got a little info on exploration rebates in terms of timelines, sort of, smaller rebate will come first followed by other larger amounts, not possible to know when, largely out of MTC’s control which I understand.

Spoke about departure of MD and change in direction, mostly fluff talk really. Bit of blame shifting, i.e. not BoD’s fault.

Believes company has met BCC terms of investment in regard to Lithium exploration commitment. I’m not totally convinced.

Doesn’t want to raise capital at this low SP. said previous CR’s prove the point. They do, mostly prove his point IMO.

Lithium exploration market tough now because of huge deposits found and being developed in Australia. Previously smaller projects were worth spending the money to explore (risk v’s reward). I agree to an extent.

Believes drilled Lithium projects more suited to a partner farm-in agreement at this stage (as stated in company announcements, nothing new there).

Also spoke about 3G Coal, wasn’t entirely satisfied with his answer as to why our MTC directors are focusing on another IPO. That said, only reason I have an issue with it is because of languishing MTC SP, normally I would not care how many boards a director is involved with so long as those companies perform.

The positive, he and Gino have plenty of equity in MTC and he knows it’s in their best interest to make something happen. He assured me they’re in this for the long gaul and with shareholder support (believes he has the support of Top 20) will make something happen.

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While there's no doubt Russell and Gino have plenty of equity in MTC, I'm trying to work out what they outlaid for their shares - Just to see exactly how "aligned" they are with shareholders...
Before I go on I want to point out that I am NOT in ANY WAY suggesting any wrong doing by ANYONE and I am just attempting to work through the goings on leading up to the MTC IPO and how much "skin in the game" the Directors actually have. To anyone that reads on - Please do not take my figures as fact until you cross check everything yourselves. As I could have made a mistake along the way, feel free to correct any mistakes I've made.

Metalstech was incorporated on 25th May 2016 (Propectus page 4)

A couple of months later,As at June 2016, (Ann -
MTC Audited accounts released 23/2/17)
the directors of MTC were
Gino D'Anna
Russell Moran
Rachel D'Anna

As at 20 June 2016 there were 34,480,000 MTC shares on issue (page 17 Note 8 of MTC Audited accounts released 23/2/17 ) The company(MTC) ran at a $680,000 Loss including $618,000 in directors benefits expenses. (page 8)

Following the EOFY ending jun 2016, MTC had a "seed capital raising" of 8.05 million shares at 10c per share to raise $805,000 ($490k was issued to the company prior to 30 June2016)-(page 4 of
MTC Audited accounts released 23/2/17 )

on 21 Sep 2016, MTC entered into an agreement to acquire "LiGeneration Pty Ltd"
for 3.6Million MTC shares - (page 4 of
MTC Audited accounts released 23/2/17 )

The Founder of LiGeneration was Rachel D'Anna(page 271 of MTC Prospectus) and the only Director was Gino D'Anna. (page 3 LiGeneration Audited Accounts released 23/2/17)
LiGeneration ran at a $17k loss for the ~1 month period leading up to EOFY all of which were Directors and Consulting fees.

LiGeneration was incorporated on 2 June 2016 (page 3- LiGeneration Audited Accounts) A seed Capital Raising was undertaken to issue 2.1 million shares to raise $210k.

After the EOFY , LiGeneration obtained titles to 4 Lithium exploration licenses.

As mentioned previously, MTC and LiGeneration entered into an agreement a few months later - 21st Sep 2016 for MTC to acquire LiGeneration(12.1 mill LiGen shares) for 3.6million MTC shares. LiGeneration was then a subsidiary of MTC.

At the time of the MTC IPO - There were a total 46,130,000 existing shares on issue for MTC . Around ~41 million shares(including options and perf rights) were held between Russell and Gino.(page 256 of the prospectus)

So to break that 46,130,000 figure down.-
-34,480,000 original MTC shares
-8,050,000 Seed Cap Raise
-3,600,000 to Acquire LiGeneration.
= 46,130,000 total existing shares on issue prior to IPO

To break down the 34,480,000 Original MTC shares is hard to work out.. as I cant find the information on the share register of MTC when incorporated.
But we do know at the time of the IPO
-Russell had 17,904,000 shares and 6.6 million options and
-Gino had 11,716,000 shares and 3 million options.

So to put it in a timeline -

-25th may 2016 MTC incorporates

-2nd June - LiGeneration incorporates. (Founder Rachel D'Anna and Only Director Gino)

-30 June 2016 MTC files accounts at $680k loss with 34,480,000 shares on issue LiGeneration files a $17K loss

-B
etween 30June and 21sep LiGeneration obtains 4 Lithium exploration liceses

-Between June 2016 and 21st Sep 2016 - MTC Cap Raise at 10c, issuing 8.05mill shares

-21st Sep 2016 -MTC acquire LiGeneration for 3.6million MTC shares

-24th Feb 2017 MTC IPOs issuing 20 million shares ( I think ) at 20c

So the question remains is How much was paid for the 34 million Original MTC shares before the Seed Cap Raise for 8,050,000 shares at 10c?

Anyone else done any research into this?

Feel free to correct any of my figures

AND

PLEASE read the prospectus and other Anns to check these figures as this is the first time I've tried to work this out at the level of detail. I'm also not suggesting any wrong doing whatsoever by anyone. - As stated earlier, I'm just trying to work out the goings on leading up to the IPO and just how aligned our board of directors are with shareholders.