Atalaya Mining Share Discussion Threads

[waterloo01] 30/1/2017 14:26

From my reading of the docs, Astor have a number of guarantees in place, ultimately including 'parent company' guarantee. So at some point they will get paid. The terms throughout have however been consistent with the two main clauses, approval and project finance and essentially handing the timing of payment over to ATYM. The contract doesn't seem to have an 'end date' as such, but the interpretation is that Astor would get paid the balance due . (originally they also got shares and the marketing agreement)

They have amended the contract a couple of times and in return for extending payment from 3 years to 6, and seem to have also rolled up the 9m in debt owed (would have been due day we started production) into the capital owed.

Personally I think we should honour the payment terms and in return get rid of the 16m 'extra' dependent on copper being over $3.00 and ideally the marketing/sales contract.

Ultimately, while badly worded (or expertly worded!) the 'intention' is to pay Astor and as mentioned they do have unspecified guarantees against the parent company (ie ATYM). All IMO

[husbod] 30/1/2017 14:20

Waterloo - thanks again. Just to fall back on your expertise once more - is the EU grant funnelled through the regional government or is it paid direct to the company. If the former maybe they have the money and aren't releasing it until the due date of payment of the last tranche of the money due to them so they can set the two amounts off against each other thereby guaranteeing payment.

[reba] 30/1/2017 13:44

waterloo

It gets worse. looks like we owe money to every man and his dog. No wonder the share price is where it is. No wonder the Directors aren't buying, and there's not much interest.
Still problems after 8 bloody years

[waterloo01] 30/1/2017 13:32

Found it.

* On 25 May 2010 ARM recognised a debt with the Social Security's General Treasury in Spain amounting to EUR16.9 million that was incurred by a previous owner in order to stop the execution process by Public Auction of the land over which Social Security had a lien. EUR14.3 million has been repaid to date. Originally payable over 5 years, the repayment schedule was subsequently extended until June 2017.

[waterloo01] 30/1/2017 12:48

Can't remember but was a delayed payment from sometime back and in 2015 accounts (I think). 4.3m euro

[husbod] 30/1/2017 12:39

Thanks Waterloo - sorry to be lazy but why are we paying the regional govt 4m euro in June?

[waterloo01] 30/1/2017 12:12

True, but might get a flavour. Very much depends on what testimony is running at the time.

I spent some time at the weekend looking at all the paperwork relating to Astor. Not sure why they left out equity as a funding option, but very clear it was left out. If we lose (and I expect we will) the downside seems to be a payment of about 20m Euro now and 5 years of 7-8m euros. All quite manageable, especially with the 8m grant still to come, cash coming in and the deferment of costs (makes sense if they have built a war chest in order to meet the obligation).

Regardless, unless settled, Astor have a lien against ATYM, so will have to get paid at some point. I was hoping for a pre trial settlement and getting ride of the 15.7m extra at $3.00 copper and the marketing agreement.

Edit: also noticed in my trawl that they have 4m euro to pay in June to the regional govt. I'd missed this earlier.

[acamas] 30/1/2017 12:04

waterloo01,

What do you hope to gain from a visit tomorrow? Seems to me you will only see a snapshot of the case and the real action could be on day 3 or 4 if it lasts that long

[waterloo01] 30/1/2017 11:46

I understand the case is slated to last 3-4 days. I might pop in tomorrow. I certainly shall not be tweeting.

[langerman] 30/1/2017 07:22

Is anyone going to be tweeting from court today?

[iankn73] 29/1/2017 23:10

Copper back above $2.70 :-)

[waterloo01] 29/1/2017 17:19

Only relates to the 15.9m, which it's clear isn't triggered with copper under $3

I'm fairly sanguine over the outcome. Paying up is quite doable and it will finally get rid of Astor (minus their stupid 'sales and marketing' agreement, which is money for nothing as we have 100% offtakes). Regardless until we pay the debt stands on the books and is secured against ATYM, so looking forward to a resolution.

[husbod] 29/1/2017 15:11

Excellent point which I had not realised was a factor.
Another argument which could help influence the judge if he's suffering from some misplaced sense of fairness is that if Astor fail in this particular construction of the agreement it does not invalidate the agreement - it simply means that they have to wait until we actually take on senior debt which is something we might do in the future.
Although I have to say that if we win this case I would have thought we would finance any expansion by any means available other than senior debt!

[mip55] 29/1/2017 08:58

So....court case tomorrow. I know ATYM will argue it never entered a senior debt facility and therefore the conditions of the contract for deferred consideration were never met but surely the other proviso of that contract (copper price ) haven't been met anyway since 2014 and therefore payments shouldn't be anything like those originally planned?EMED Mining Public Limited Subscription, Placing and Open OfferSource: UK Regulatory (RNS & others)TIDMEMED RNS Number : 5555O EMED Mining Public Limited 28 May 2015 The Company also agreed to pay to Astor certain additional Deferred Consideration comprising of the payment of up to EUR15.9 million in regular instalments over the Payment Period, depending on the price of copper and with such additional Deferred Consideration only being payable if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb).

[laurence llewelyn binliner] 28/1/2017 09:30

#Charlieeee, thanks for correcting my adding up of shares, I was in a rush to get somewhere and overlooked a lot of the loan notes that converted to shares, and some new equity too, c3.5BN shares in issue pre-consolidation is correct.

On Justice Leggatt's rulings, I get that if a contract is long standing, although it could have been poorly drafted with grey areas, but if it had been in process for years with both parties operating to it with trading taking place goods/monies exchanged, and then it gets challenged, the contract could carry some 'good faith'.

But if the contract has never been triggered, and the challenge is to establish whether the triggers have all been met, then that's a different matter. it's not the Judges position to start reading words in a contract that are not there.., but to rule on the agreement signed..?

Very interesting times, but worst case downside for ATYM is we run with the original terms..?

Realistic outcome..? I expect we will have to pay Astor some monies, we have built our plant on their land after all, perhaps Traf's lawyers are really looking for an opportunity to renegotiate the 6/7 year terms to LOM which is perhaps more sensible..?

[husbod] 27/1/2017 22:58

That was one of the best posts I've read on this or any other board charlieee. Maybe you should change your moniker to "m'lud".

Good response too sbt.

Seems like our judge fancies himself as the commercial court's equivalent to Lord Denning.

However, it is in my view a slippery slope if you start introducing equitable principles into the field of commercial law. You can't have uncertainty of contract in commercial arrangements and our agreement is very precise about what triggers the payment. I would be surprised and concerned if the judge felt he could introduce a term into the contract that is clearly not there.

I would also have thought that if he does then we'll appeal the decision.

Anyway who is to say that the contract didn't reflect the intentions of at least one of the parties. We might have signed it precisely because we were only prepared to agree to the payment being triggered if we needed to raise senior debt and maybe Astor only wanted to protect themselves in the event of our needing to raise senior debt.

I am sure we could argue that neither party intended the agreement to cover equity raising as if they had then it is inconceivable that this contingency would not have been covered. This would mean that Astor's lawyers are off the hook and Astor are just trying it on/being opportunistic in bringing this action.

Rarely do I wish I lived in London but I would really like to attend court on Monday to hear the arguments.

[superbobtaylor] 27/1/2017 21:22

Good points c. A more in depth article is here.

hxxp://www.traverssmith.com/media/1333036/good_faith___what_does_it_mean_july_2013.pdf

I picked this para out

"In practice, good faith has generally had less of an impact where the contract clearly sets out the terms of the bargain struck between the parties."

"The judge noted that good faith "does not require a party to give up a freely negotiated advantage clearly embedded in the contract."'

Looks like we have an interesting case. Could set a precedent.

SBT

[scargs] 27/1/2017 18:07

I would like to wish Alberto and his legal teams all success next week.

It will be good to draw a line under the Astor case and it will be good to move ATYM´s remarkable journey forward on the back of a rising copper price and a prodicted world wide copper deficit.

Not sure when the Astor result will be announced, however I sincerely hope that a decision is made by the end of February 2017 at the very latest.

Alberto and his mining team have done a fantastic job and I hope this success carries through next week.

Scargs

[cufes2] 27/1/2017 16:52

The mark ups and downs daily prior to open are due to timing of MMs coming on line . . . Unless there is actual news out of course . . . We've been through the large spread issue before . . .

[husbod] 27/1/2017 16:50

Who are "the others" on our side I wonder?

[waterloo01] 27/1/2017 16:11

Unless the case get a summary dismissal, it could be a number of weeks or even months before we get a judgement.

[rougepierre] 27/1/2017 15:51

So lingo...you're trying to persuade me on the one hand that nobody in an MM has any idea of any issue impacting a share with a MCap of £180 million....and on the other hand that all pricing in ATYM i driven by algorithms...

In which case, why do they mark up or mark down before a trading day begins sometimes...

And why is the spread about 5 points today, just coincidentally the last trading day before the Court Case? Oh of course, the algorithm knows its friday....