Atalaya Mining Share Discussion Threads

[laurence llewelyn binliner] 31/1/2017 08:54

So the mining union are holding the company to ransom and want a 7% salary hike, + a $39,000 bonus per worker... only 2 months after Copper went over $2.00/lb, I'm in the wrong job..!

#Pawsche, on legal proceedings, can the 2 parties bang heads at any point during the trial after hours and come to a re negotiated settlement..? presumably after the judgement it's too late, as that will be legally binding and no deal can be done to drop it..?

Mr O, is posting on LSE and was in court yesterday taking notes..

[laurence llewelyn binliner] 30/1/2017 19:20

#Husbod, the original agreement was between EMED/MRI/Astor back in 01.10.2008.. when HAA restructured the company / bought the mine from them, Trafigura didn't come into the mix until summer 2014 doing their due diligence before buying their equity in 2015, at the same time as Orion/XGC..

Note the terms say AND, not either / or, also 'Senior debt finance' / guarantee facilities, (neither of which have been triggered) these are the lynchpins of our case, whether this was a master stroke by HAA in the early days, or we just got lucky with the terms/oversight, we're about to find out..!

Further deferred consideration totalling up to EUR43,883,382.70 (�35,018,938) is to be paid by the EMED Group on the occurrence of the following events
* EUR17,533,382.70 (�13,991,638) when both (a) the authorisation from the Junta de Andalucia to restart mining activities in the Rio Tinto Project has been granted AND (b) EMED Tartessus or another company in the EMED Group has secured senior debt finance and guarantee facilities for a sum sufficient for the acquisition and re-start of mining operations at the Project. These milestones will effectively remain at the discretion of the Company and will not in practice be triggered until approval from the Company's shareholders has been received for the restart;
* EUR13,175,000 (�10,513,650) within 20 business days following the first anniversary of the restart of mining activities at a level of 400,000 mt/month production of ore processing ("Restart"); and
* EUR13,175,000 (�10,513,650) within 20 business days following the second anniversary of Restart.

[husbod] 30/1/2017 18:56

I hope I am too waterloo but I am sure that you know as well as i do that there is no certainty in litigation. And judges can arrive at the most imaginative of decisions, to put it politely.
I believe in fairness by the way, just not in this case!

[waterloo01] 30/1/2017 18:33

If there was no disagreement there would not be a need for a court case. As a holder I hope you are right.

[husbod] 30/1/2017 18:29

I've mentioned before a situation in my part of the world where there two mines in direct competition with each other
One bought the other out on the basis of a small cash down payment with the large balance being payable by way of a royalty based on the tonnage subsequently mined. Sadly for the seller its solicitors failed to include a minimum annual tonnage so the buyer just closed the mine and wiped out a competitor for peanuts.
That's why you have lawyers - to ensure your interests are protected. That's also why lawyers pay a large sum each year for professional indemnity insurance
Some of you seem to be suggesting that in that case the judge should have varied the agreement to protect the buyer from his own incompetence.
There must be a limit to judicial interference in an agreement freely entered into between two companies and I see no reason why our contract should not be construed literally.Otherwise we might as well all be incompetent and rely on a judge to decide what we actually meant. Of course both parties could well disagree about what was actually meant and I am sure Traf (who if they are as ruthless as some here suggest) will say that they 100% meant that the repayment was only supposed to be triggered in the event of our raising senior debt.
Another point - given Traf's apparent reputation shouldn't Astor and their lawyers have been doubly or triply careful that the agreement was absolutely watertight, covered all contingencies and didn't omit the blindingly obvious..............m'lud.

[acamas] 30/1/2017 18:13

waterloo01,

Despite what has been posted on this Board I fail to see how a Judge can read a legal contract and then act as the missing e&oe. part of the contract. If it is not there then he cannot give it. He has to make his decision on the wording of the contract that both parties signed and Trafs very expensive mouthpiece will pile drive that home in The Court imo

[head gardener] 30/1/2017 17:58

If the share consolidation had never taken place guess where the share price might have been, 15p.....

[waterloo01] 30/1/2017 17:58

Acamas, that is certainly the company position.

[langostino] 30/1/2017 17:55

This is the last gasp of an old battle between Trafigura and Marc Rich(deceased), reincarnated as Astor for control of the mine. As shareholders be careful what you wish for.

[acamas] 30/1/2017 17:54

We will not lose our defence will hold firm. They have to prove us and the contract are flawed. All we have to do is stick to the letter of the law. Then it is down to the judge. If we feel hard done by I assume we can appeal maybe get a different judge and a different result. This may not be all done and dusted at this court if this particular judge reads between the lines of a contract.

How any judge can say can sum up by saying "the contract is badly drawn up but we the court maintains that the wording of the contract should have included this and that. The very fact that it did not allows us a get out of jail card and don't pay £200 imo.

Ours looks to be the stronger case on what I have read on the BB's

[waterloo01] 30/1/2017 17:49

Sounds like we agree.

[laurence llewelyn binliner] 30/1/2017 17:45

#RP/waterloo01.. my take on it is this.., Trafigura uncovered the potential for the 'equity not qualifying' in their due diligence pre-buying in, and they are driving this strategic court case move.

We have built our plant on Astors land, so we owe them monies for it, which is fair and reasonable.

Outcome..?

IMO this will result in what I suspect was T's original aim to use this as leverage to re-negotiate terms for the payment of €53M from 6 years to LOM, + the deferred consideration if Copper goes over $3.00/lb and Astors management fee for every DMT of concentrate we make which they sell for us..

The court case fees were a risk hazard but 1 worth taking..

Interesting times..

[waterloo01] 30/1/2017 17:39

Re Astor. A key question for the judge will be, if project finance doesn't trigger payment, what does? Mine being open would be the logical one, as it was all about getting it open, less, in intent, how they did it. Further as LLB suggested above they 'could' delay payment until the mine closes, and that can't be the 'intention'.

I note Trafigura are being touted by Astor as the bad boys.

Any thoughts on the share price if we do lose? 5% off or more?

[rougepierre] 30/1/2017 17:34

Sounds reasonable!

Meanwhile, copper outages set to rocket....!

[waterloo01] 30/1/2017 17:05

Matches most of my research/thinking. The quid quo pro would be wiping out the 15.9m option and limit/remove marketing and sales agreement in return for ignoring the finance clause?

[rougepierre] 30/1/2017 16:59

Following a detailed review of the last Final Accounts...

"there is significant doubt concerning the legal obligation on the Company to pay any of the Deferred Consideration."

to pay AHY of the deferred consideration...which totals up to 68.9 million euros plus damages if awarded...

"In their Claim, Astor are claiming, inter alia, that the Conditions have been satisfied and the first instalment of the Deferred Consideration is due (together with damages)."

No Actual Liability is listed anywhere in the Report or accompanying notes.

However, it IS contained and clarified in the CONTINGENT liability section.

The payment period was set at 6/7 years AFTER all the conditions were met. The 15.9 million Euros (as 'consideration' for the spread payments scenario) is only payable during a period when the copper price is above $3/lb, during the 'payment period'.

Now, although the conditions have not been met, there clearly is a liability which is described as "Deferred" and, in fairness and in principle it surely cannot be deferred indefinitely.

There are both "a pledge to Astor Resources AG over the issued capital of ARM and the Company has provided a parent company guarantee."

And al of the above relates to the Rio Tinto mine.

So, in conclusion (and it is only my opinion of course...

Surely there will be a negotiated settlement

Surely a liability will remain and, as this attaches to Rio Tinto, surely that would have to be fulfilled by the time the mine is exhausted.

Neither the original liability nor the additional element can be triggered for payment until ALL the conditions are met.

In this respect, surely the judge(s) will consider whether ATYM by raising the capital through equity were partly driven by an attempt to avoid/delay the trigger/payment?

Finally, surely Trafigura are behind/driving this strategy. The negotiated outcomes suggested above seem to make eminent sense to me so...

Assuming the rule of law, Astor should expect nothing to be paid until either the raising of senior debt (which is neither going to be needed nor selected, based on the likely forward cash flows, because to do so would be idiocy), OR the last day of production from the mine.

Therefore there must be some middle ground which provides for some degree of reasonable satisfaction of Astor's claim(s), but also which is used as a lever for us to get rid of or substantially improve all or some of the elements of this 'Contingent Liability'.

So surely the most likely outcome is a negotiated out of court settlement...?

As I've said, the above is entirely my own opinion based on reading of the Company documents.

I would welcome different interpretations/alternate views...

Very best wishes all...

AIMHO as usual....

[rougepierre] 30/1/2017 16:35

waterloo...me too...26579 at 164ish...in a way I'm hoping for a fall to buy them back but otherwise sitting patiently...

[acamas] 30/1/2017 16:31

o/t

I was talking about SWL a fortnight back on this Board and today they are up 37.5p. I'm blowed if I know why!

[laurence llewelyn binliner] 30/1/2017 15:23

No worries waterloo01, we're all trying to help keep people informed, I got picked up myself on some adding up by charlieeee last week in my haste to type and punch in the numbers..!

I'm not sure on the status of the €2.6M outstanding social security debt position @ 2017 tho'..?

[shortarm] 30/1/2017 14:39

Waterloo, bad maths!!!?!Reba nearly topped himself!

[waterloo01] 30/1/2017 14:34

Husbod, that thought had occurred to me but no idea. Just 'fits'.

I should also say that I top sliced last week, as I wanted to reduce risk and bank some rare, but welcome profits.

Edit: LLB quite right, bad maths! I was taking in a lot of numbers at the time

[shortarm] 30/1/2017 14:31

It's blue, we winning??

[laurence llewelyn binliner] 30/1/2017 14:28

#waterloo01, a €16.9M social security debt, €14.3M already repaid, leaving €2.6M outstanding..?

IMO the BOD know they will have to pay, which is only fair, but they are using this as a tool to renegotiate the terms which may evolve into LOM instead of 6 years..?

Mr Onions is in court and writing up on here/LSE later on.