I posted on the other thread about the makeup of the new board which doesn't sit right with me so I thought I would make a summary of the murky/dubious things that have happened in the last 6 months, questions of if things have been done in the shareholders best interests which is the primary duty of directors.
From ASIC website "Generally, in addition to the requirement to ensure compliance with general and specific laws applying to your company’s operations, your primary duty is to the shareholders. "
Early in 2016, Kasbah indicated that the Small Start DFS would be released in the middle of the year aimed at reducing capex cost and therefore making it a better proposal to obtain a finance package. They also stated on July 11, 2016 in the ASX Price Query Response that
"Over the last eight months, and in parallel with the work being undertaken in relation to the updated DFS, the Company has been involved in discussions with, and received proposals from, a number of parties regarding a variety of transactions (including equity and debt funding options) that may ultimately lead to the development of the Achmmach Project."
How it transpired was that Kasbah announced the DFS on July 29 whilst still in a trading halt and then on August 11 announced the merger with AMR. The trading halt/suspension from July 8 was then lifted.
Questions about the dates of announcements?
1. Why would a company be involved in merger discussions prior to the release of the DFS, this seems very unusual
2. How was the merger in better interests of shareholders than speaking to the parties mentioned above to ascertain how the DFS was received
3. Why would the company remain in a trading halt for one month on the back of the ASX query
4. If the DFS was released and the tin price was increasing, Kasbah's share price (along with all of the resource sector) likely to have improved sentiment so to whose benefit was it that Kasbah remained in a trading halt for one month?
5. Who was buying the shares prior to the trading halt, the increased volume pushed the price up and subsequently caused the ASX response letter and trading halt
6. Without the ASX letter, Kasbah couldn't have gone into a trading halt so early prior to the release of the DFS and
the merger announcement so who did this benefit?
Questions about the AMR merger
1. Why was merging with an illiquid Canadian listed resource company with a loss-making project in Vietnam and being put in to care and maintenance in the best interest of shareholders
2. Why did the board not detail further the background of Pala in the scheme booklet
3. Who and when initiated merger discussions with Pala
Questions about the placement
1. Was Pala the only fund/finance option that was engaged or considered?
2. How is giving 19.9% of a company to one entity in the best interest of shareholders. This is at least 138 million shares. Over the last three years, Kasbah has only traded 215m shares on the ASX (not including Chi-X) and Pala has just been given 60% of what has been traded over the last three years.
3. Why did Kasbah not sell some of the project as it did with Toyota and Nittestu which valued the project at around $100m
4. Why did Kasbah board effectively give control of the company to Pala, a company that has had no involvement with Kasbah previously. Remembering with such a small number of shares traded over the last three years, it could be assumed that many shareholders were long-standing.
5. What is Pala's exact mining history that makes it a strategic partner.
6. Why did the board accept the inferior placement deal rather than the one from Bloom?
New board
The background of the new board is interesting, Wayne the MD with the knowledge of the company, project, I assume relationships within Morroco and with the Japanese partners has been downgraded to a director.
The new MD is Richard Hedstrom who came from Oz Minerals as the Business Development Manager (haven't been able to find out when he left). I don't know what this means but not sure its operational experience. In 2009, Richard was the investor relations manager of Oz Minerals.
Other members of the board are
- Stephen Gill, new board member who is a Pala portfolio manager (what is his operational mining experience?) with Pala able to appoint anther representative;
- Mike Brook, a director at Lion Manager (what is his operational mining experience) and been on board since 2014
- **rielle Moellers has stepped up to become the new chairperson with speciality in banking and financing.
So four out of 5 don't have operational experience? or nothing recent? This doesn't sound like a good skill set for a company moving into building of a mine and then production.
How is this board formed with a limited range of skill sets in the best interests of shareholders as this company is supposed to building a mine not being involved in corporate transactions?
Kasbah not trading through this improved sentiment towards resource stocks and increase in commodity prices since the release of the positive DFS without a merger transaction hanging over its head has not been in the best interests of shareholders. Being involved with AMR and then giving a placement to Pala suggest that the AMR merger was all about Pala.
Surely there are enough questions for ASIC to investigate this?
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