Fellow Shareholders, Franky1 and I are at it again after kicking ideas around over the weekend we have sent this to the Company .. .. .. ..
To: The Board of Firefinch Limited
Dear Sirs,
With the Company previously initiating the process of obtaining a class ruling from the Australian Tax Office as to the tax treatment on the return of Capital, and given that there is an anticipation that the negotiations and/or the good faith discussions with the Government of Mali will be concluded April 2024, what are or will be the Company's plans moving forward in regards to:
(i) Holding the Annual General Meeting
(ii) Estimated time line for th Return of Capital (cash) that will be in excess of the requirements for the Company to maintain the entity's status, working capital and provisions for creditors
(iii) Will the Company be including as an Agenda item at the next convened meeting of shareholders, a resolution to effect the return of cash as per the Company's previous undertakings across multiple Company announcements.
Under section 256B (1) of the Corporations Act, a Company may reduce its capital provided three requirements described below are satisfied;
(a) the capital reduction must be fair and reasonable to the Company's shareholders as a whole; and
(b) the capital reduction must not materially prejudice the Company's abilities to pay its creditors; and
(c) the capital reduction must be approved by ordinary resolution of shareholders under Section 256C of the Corporations Act.
With the anticipated timelines and minimum required notice period, and the latest date to holding the Annual General Meeting being 31 May 2024, and also considering the Leo Lithium Shares currently held in an ASX escrow due to expire 23 June 2024;
It was an approximate 6 week time fram for the Australian Securities Exchange ("ASX") to consider and make a decision to the treatment of the escrow shares held by Firefinch Limited following the previous request to Leo Lithium to apply for a waiver under Listing Rule 9.1.
Is the Company considering or has the Company requested Leo Lithium to re-apply for a waiver, which would position the Company to be able to expedite the time frames for the distribution of the escrow shares by:
(iv) allowing the Company to be in a position to include a resolution as an Agenda item for the next convened meeting of shareholders, to effect the in Specie distribution of all Leo Lithium Shares being conditional of their release from ASX's escrow restrictions?
or;
Firefinchshareholders have been constantly reminded that the Company has been working inthe best interests of its shareholders but since being placed in a trading haltand subsequently into suspension, that has now drawn out for 21 months, therehas been no indication nor suitable outcomes that has demonstrated this hasbeen the case as the Company’s focus and emphasis has been centred around “goodfaith” discussions with the Government of Mali, which was fundamentally in theinterests FFX shareholders but grossly biased to the local community, local stakeholdersand the Government of Mali.
The Company has terminated the "Process" and the Treadstone mandate which was assumed to entail either a Scheme of Arrangement for the Leo Lithium shares held by Firefinch or a Take Over of the Company, a show of "good faith" to the shareholders would be demonstrated if the Company made documented undertakings to;
(a) not pledge as security, sell, use as a payment or otherwise deal with the Leo Lithium shares that might prevent, prejudice or restrict all or some of the current holdings being 210,941,428 of Leo Lithium shares from being distributed to Firefinch Shareholders.
(v) With the anticipated outcome for the disposal of Morila SA approaching, will the disposal be delayed pending shareholder approval for the transaction?
As the Company has neither denied or confirmed the content of social media sites to the settlement amounts, will any financial settlement as part of the disposal of Morila SA (if there is a financial settlement component) also be contingent of gaining shareholder approval either as a seperate resolution or as part of the Morila SA resolution?
With everything that has been going on over the prior year and to date, the following is a courtesy reminder of the additional information that needs to be included in the Renumeration Report.
By way of background, Resolution 1 (Non Binding Resolution to adopt Renumeration Report) for period ending 31 December 2022 received 52.86% of the votes cast against the resolution and this represents a first strike against the Company's Renumeration Report for the purpose of Section 250U of the Corporations Act 2001 (Cth)
As a consequence, the Company's subsequent Renumeration Report must;
(a) explain whether shareholders concerns have been taken into account and either;
~ (i) how they have been taken into account, or
~ (ii) why they haven't been taken into account.
A second strike could occur if the Non Binding Resolution to adopt the Renumeration Report for the period ending 31 December 2023 receives a no vote of 25% or more. If this eventuates, shareholders will be required to vote at the (same) Annual General Meeting to determine whether the directors will need to stand for re-election within 90 days.
~ if this resolution passes with 50% or more of eligible votes cast, then a "spill meeting" will take place within 90 days.
Since the Company is on the verge of delisting and after any remaining assets are returned to shareholders, a liquidation will likely occur to finalise the Company's operations. The group believe shareholders should set aside emotions (won't be easy) when making voting decisions. A spill meeting would be inconvenient, and both a waste of time and money, as it would serve no purpose.
There is a high probability that there will be a second strike, considering what has evolved over the previous 21 months, it should be no surprise that there is a low sentiment and very low regard held towards the Company's Board of Directors, (both present and past) both iterations of Managing Directors, Key Management Personnel, the Morila Mine Manager and Kep Management Personnel at Morila.
What is the current Board's plan for post delisting to achieve any remaining value (after the completion of the capital/ assets being returned) out of what once was a $ billion company?
Is the Board considering the value of tax credits/offsets for a possible sale of the shell for scrip as consideration of a back door listing? With the current shareholders to receive a proportional distribution of consideration shares of a New Company ("NewCo") after FFX shares are consolidated as to not disadvantage NewCo, also include a minimum 6 month escrow period of any distribution of consideration shares received by Firefinch Shareholders in NewCo.
Points for consideration working in the interests of FFX shareholders to the advantages of an ASX backdoor listing available to both FFX shareholders and NewCo, are but not limited to;
(i) utilisation of the Firefinch share registry (post consolidation) to satisfy minimum spread requirements imposed by ASX,
(ii) Firefinch Limited will be a moribund entity, a backdoor listing transaction will potentially enable shareholders of FFX to regain some of their capital of owning FFX shares, which would otherwise be lost if FFX were to delist and be liquidated,
(iii) a Capital Raise undertaken by NewCo in relations to the a backdoor listing may be undertaken at an issue price of at least $0.02 rather than the minimum $0.20, although conveniently Firefinch's last trading price was $0.20.
The relationship built with Treadstone Resource Partners during the "Process" would stand in good stead as their business model and expertise is ideal to match unlisted companies with assets to meet the listing requirements without the necessary additional costs of a new listing/IPO versus backdoor listing with Firefinch Limited.
Gilbert and Tobin's relationship and intimate knowledge of Firefinch coupled with their expertise would also aide in expediting a backdoor listing, which has an estimated timeframe of 22 weeks.
Some may say demented ramblings and others may think these are sound ideas, regardless of how you roll, anything that can contribute to capital return should be foremost in planning and exploring all available options for and inthe interests of all shareholders.
Regards
