TPD has 627,485,393 ordinary shares on issue
There are 35,012,500 performance shares and in the money options (options exercise will raise $1.3M)
TOTAL 662,497,893
STX have offered 0.4828 STX per TPD => 319,853,982 new STX shares
At Fridays close = $140,735,752 (implied $0.212/TPD share) excluding Mongolia
At todays close = $134,338,672 (implied $0.202/TPD share) excluding Mongolia
TPD closed today at $0.195, below the 52 week high.
If passed, STX will acquire 45% of L23, 45% of EP447, 100% of EP511, 100% of EP512, and 25% of L7/EP437 plus any cash held by TPD.
TPD will have responsibility for disposal/demerger of the 33% stake in Gurvantes, the Mongolian CBM project. If that is not achieved by scheme implementation date, ownership will revert to STX.
There are 5 obvious ways the deal fails:-
Independent Expert finds the offer is not in the best interests of TPD shareholders
TPD SH vote down the SOA
TPD SH vote down the divestment of Mongolian assets
TPD raise new capital
TPD raise new debt
The closest approximation of the Independent Report currently available to shareholders is IMO the Independent Research published by MST, Euroz, and Bridge Street, summary as follows:-
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| MST | BSCP | Euroz |
|---|
| 1 | Date | 4/08/2023 | 2/08/2023 | 4/08/2023 |
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| 2 |
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| 3 | Walyering | $0.21 | $0.18 | $0.20 |
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| 4 |
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| 5 |
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| 6 | Exploration | $0.07 | $0.22 | $0.17 |
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| 7 |
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| 8 | TOTAL | $0.28 | $0.40 | $0.37 |
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Based on the above, STX propose to acquire the $37M per annum revenue from Walyering at around fair value and will acquire the remining TPD Perth Basin assets for free.
To facilitate the transaction, TPD will spend approx. $10M in cash and may incur up to $6M in new debt from STX to facilitate the SOA.
