Min/Max
Offer price per Share $0.20 $0.20
Shares on issue before the Offer 11,000,000 11,000,000
Vendor Shares 6,500,000 6,500,000 (they invested $600k @ $0.10c)
Shares to be issued under the Offer 25,000,000 30,000,000
Total number of Shares following the Offer 42,500,000 47,500,000
Founder Options on issue before Offer 6,000,000 6,000,000
Investor Options to be issued under Offer 12,500,000 15,000,000
Promoter Options to be issued outside the Offer2 6,500,000 6,500,000
Total number of Options following the Offer3 25,000,000 27,500,000
Performance Shares to be issued4 17,500,000 17,500,000
Gross proceeds of the Offer $5,000,000 $6,000,000
So, they bring in $2.2m worth of shares
Vendor wants $1.3m
Then they Issue $1m of options at strike to founders
Another $2.5m to shareholders on a 1 :2 basis
Promoter gets $1.3m worth of them
And Performance Sheets another #3.5m worth of them
Access to the area is via all-weather gravel roads and station tracks. Beyond this, access within the Tenements is via partially rehabilitated station and exploration tracks. The area is seasonally inaccessible due to rain and wet ground, with work possible in the dry season between the start of June and the end of October in most years.
The Stanton Cobalt Deposit contains an Inferred Mineral Resource of 500,000t @ 0.17% Co, 0.09% Ni and 0.11% Cu (JORC 2012). This deposit occurs within one of many breccia pipes known to occur within EL31272.
Reasonable Board Fees
Vendor: Duncan Chessell is also a consultant
Consultancy fee The Company is to pay the Consultant $11,500 per month for the retainer. 6 months
FEES
Lead Manager PAC Partners get 6% pretty standard
Plus
Promoter Options: up to 6,500,000 Options exercisable at $0.25 (valid for 4 years); and
(ii) Performance Shares: performance-based shares in the Company issued in two tranches as detailed below and otherwise on the same terms and conditions as apply to such performance-based shares in the Company to be issued to the Vendor and as are detailed in full in Section 13.5:
(A) 2,000,000 Class A Performance Shares; and
(B) 1,000,000 Class B Performance Shares.
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My opinion
Myeh resource in the middle of nowhere, under water 8 of the 12 months a year
Performance Shares Class A 10,000,000 and Class B 4,500,000 = 14,500,000 @ $0.20 = $3m....for what?
Promoter Options: They are making 6% and rights for years to get 6% of future cap raisings- sorry 6.5m Oppies w 4 year expiry @ $0.25c get stuffed
Founder Options another 6.5m sorry, you get your performance shares
Class A
The Company has agreed to issue 10,000,000 Class A Performance Shares to the Vendor and its related parties pursuant to the Share Sale Agreement and 2,000,000 Class A Performance Shares to the Lead Manager or its nominees pursuant to the Lead Manager Mandate. Each Class A Performance Share will convert into one Share upon the earlier of:
• The Company announcing to ASX the delineation of an Inferred (or higher category) Mineral Resource in accordance with the JORC Code containing at least 6,000 tonnes Cobalt equivalent, at a grade of 0.12% Cobalt equivalent or greater (reported in accordance with clause 50 of the JORC code), on the Tenements; or
• The Company selling or transferring (directly or indirectly) for value of at least $5 million to a third party (being any person or entity other than a wholly-owned subsidiary of the Company) 100% of the shares of MaŶgƌoǀe, oƌ ϭϬϬ% of the CoŵpaŶLJ͛s legal oƌ ďeŶefiĐial iŶteƌests iŶ the TeŶeŵeŶts.
• The Class A milestones must be determined to have been achieved within 5 years of Completion.
Comment: 6,000 tonnes is a lot- unless we are using the word INFERRED
CLASS B
Note 4: Class B Performance Shares The Company has agreed to issue 4,500,000 Class B Performance Shares to the Vendor and its related parties pursuant to the Share Sale Agreement and 1,000,000 Class B Performance Shares to the Lead Manager or its nominees pursuant to the Lead Manager Mandate.
Each Class B Performance Share will convert into one Share upon either:
* The Company announcing to ASX the delineation of an Inferred (or higher category) Mineral Resource in accordance with the JORC Code containing at least 15,000 tonnes Cobalt equivalent, at a grade of 0.12% Cobalt equivalent or greater (reported in accordance with clause 50 of the JORC code), on the Tenements; or
Summary
I will pass. This appears to be a company that exists for the promoters and vendors, not investors. I expect I can find much better
