Kazera Global Share Discussion Threads

[outspan] 24/12/2023 23:08

First para re voting rights - because that was the terms of the Put Option, just as the price was set @ 1.5p, both may be equally incredulous to some but apparently not to AMS in order to get 280m/29.9% (as originally stated) that they most certainly could not have bought in the market for that price.

That's the real debating point here. People with £4.2m tend not to be stupid. I would say they are also likely not to have charity in mind and would invest expecting to grow their investment by several fold.

The RNS statement re the AMS stake was released on 14/12 re 250m/26.69% shares. The figures were correct at the time. However, I would say Thursday's action/notified Friday by Align/Spreadex is likely to be also linked to the AMS purchase, not least because Align's TR1 says so, just as did their previous one on 8/12. Both say:

"Completion on Put Option execution of share sale to African Mineral Sands Pte at 1.5 pence per share from Catalyse Capital Ltd (formerly Align Research Investments Ltd) & RS & CA Jennings"

If I was to guess, I'd say look out now for a further TR1 from AMS taking them to the originally agreed total of 280m/29.9%. TR1s are very often submitted some time later than actual events, witness 8/12 Align;13/12 for AMS re the 250m at that time.

If it turns out to be the case in due course that Friday's further 30m now rests in the hands of AMS, it also takes care of why AMS would not be buying in the market i.e. their expectation of becoming a 29.9% holder throughout 2023 would preclude them from taking a greater stake without triggering other events under the rules.

Best not to come to conclusions too soon where TR1s are concerned. Let's see. As for AMS's motives, well, it's very hard to see any negative! I doubt they're a registered charity! 2024 has obvious potential to be very different around these parts. DYOR.

[dead duck resources] 24/12/2023 19:43

And yet there are questions

- the 2022 Report said; "purchase will take place in a series of tranches over 2023
with all voting rights passed to AMS on payment of the 1st tranche" (which was 30m).
Is it normal for a put option to result in voting rights? The confusion continued;

first tranche RNS; 'Transfer of further 250m voting rights to pass on next tranche"
June Holdings RNS 'voting rights for the collective full holding now passed to AMS"
but according to TR1s no voting rights passed to the buyer on unexercised tranches.

- AMS said they have now 'concluded the purchase' at 250m and the Company announced
AMS have completed its acquisition, with both acknowledging their equity percentage.
However at that time Align still had 30m left of the 280m that was to be transferred
when the annual report called it an agreement to acquire Align's entire shareholding
but they fell just short. Maybe AMS felt 250m was sufficient or capital was limited.
If the deal allowed only a portion of Align's holding to be acquired, this begs the
question why none were bought in-market. Are we to believe AMS turned their nose up
at the sub-0.6p available (which if buying in size/driving up the share price would
have benefitted its holding) instead paying 1.5p for every share off-market to line
the pockets of an outgoing investor? Tis season to be charitable but it's quite odd.

[outspan] 24/12/2023 16:20

In the simplest of terms:

"A put option is a contract that gives its holder the right to sell a set number of equity shares at a set price, called the strike price, before a certain expiration date. If the option is exercised, the writer of the option contract is obligated to purchase the shares from the option holder."

In this case Align was the holder with the right to exercise by 31 Dec 23, AMS was the "writer".

The statement on the first tranche TR1 (RNS 29 Mar 23 refers) read as follows:

"Transfer of 30m shares to African Mineral Sands Pte at 1.5 pence per share from Catalyse Capital Ltd (formerly Align Research Investments Ltd). Obligation pursuant to a certain Put option to acquire a further 250m shares at 1.5pence per share. Transfer of voting rights over the 250m shares passing on next option tranche completion"

As RJ has since stated in a couple of places when completion was being questioned, his deal was a Put Option and was "watertight".

No scope for conspiracy theories on this one. AMS paid 1.5p for a near 30% stake, no question!

[al101uk] 24/12/2023 13:03

Can soneome explain the mechanics of the put option and how it creates an implied price for shares purchased?

Something I've never been aware of.

[outspan] 24/12/2023 01:21

It's true, a company issuing shares at an implied price happens all the time but is totally different from a private share deal between two parties at an ACTUAL price which, as it happens in this case, has also been laid out in published terms that Nomads would have had to verify and approve before release.

This was actual money changing hands at the agreed price, as I'm sure RJ would be happy to confirm if asked. What else are we to believe? That he parted with his 280m shares for diddly? Yeah, right, not the RJ I know!

[dead duck resources] 23/12/2023 22:18

TigerByTheTail, speculation only but I will try to speculate less if it was upsetting. Just to add, it's a small step for DDR to pose a question if stock was transferred at
an implied premium, a giant leap to say it's an accusation of 'a criminal conspiracy'. Lots of deals are done at a deemed share price or implied premium.

One such example from Stratmin Global which at the time had Mr Premraj as a director;

"This transaction to fund the group with investment at a substantial implied premium"


That deal a farm-out of their mine to a company where Mr Premraj was also a director.

Merry Christmas all

[drradcliffe] 23/12/2023 22:18

Of course they do.

[tigerbythetail] 23/12/2023 19:47

DeadDuckResources - your posts are not only absurd but likely libellous, so you might wish to delete them. You are openly accusing Align, AMS, and their brokers etc. of forming a criminal conspiracy to deceive the market. Have you got proof to back that ridiculous accusation up?
Yes, I thought not. You'd better hope that nobody directly involved reads these boards.

[drradcliffe] 23/12/2023 15:30

Let's hope things work out for Prem Premraj and his family at KZG. Everything to play for in this case. Have a Happy Christmas DDR.

[dead duck resources] 23/12/2023 15:22

We know it was a put option for 1.5p, what we don't know is any deal under the table.
Also a 30m trade was late reported Dec 22nd repriced at 0.525p which is more like it.

Previous stocks this Premraj has invested in were truly dire. This time it's different?

Stratmin Global; shares acquired by Premraj from TW's T1ps (not dissimilar to Align)
Beacon Hill Resources
Global Gold Corp (OTC)
to name a few of the penny dreadfuls...

[drradcliffe] 23/12/2023 15:08

Catalyse Capital & related parties Spreadex position closed 21st Dec at 1.5p, so real money changed hands.

21-Dec-23 14:37:13 0.589 142,833 Buy* 0.50 0.60 841.29 O
21-Dec-23 12:43:00 1.50 30,000,000 Unknown* 0.50 0.60 450.00k O
21-Dec-23 14:31:35 0.60 3,166 Buy* 0.50 0.60 19.00 O
21-Dec-23 14:31:20 0.55 108,009 Buy* 0.50 0.55 594.05 O
21-Dec-23 12:43:00 1.50 -30,000,000 Unknown* 0.50 0.55 -450.00k O
21-Dec-23 12:43:00 1.50 30,000,000 Unknown* 0.50 0.55 450.00k O
21-Dec-23 12:43:00 1.50 -30,000,000 Unknown* 0.50 0.55 -450.00k O
21-Dec-23 12:43:00 1.50 30,000,000 Unknown* 0.50 0.55 450.00k O

[drradcliffe] 23/12/2023 14:38

The RNS on 14/12/23 actually said this of course:

Prem Premraj, CEO of African Mineral Sands added: "Whilst it has taken longer than expected to complete the share purchase, we are delighted to now own 26.69% of Kazera.



"Having previously agreed to pay 1.5 pence per share we were happy to conclude the purchase at that price as the opportunity Kazera offers is considerable. We believe that we can use our contacts and connections to build on the current assets and support the management team to create a highly successful company.



"We look forward to working with Dennis and his team and to a very exciting future as Kazera's largest shareholder."

[dead duck resources] 23/12/2023 14:06

29.9% exchanged hands at a supposed premium ('1.5p' put option concluded says Mr Prem Premraj, CEO of the opaque Singapore SPV taking the shares)

Both acquirer and company gain advantage by overstating the price paid as it inflates perceived market value. The share agreement could have been the lower of 1.5p or VWAP
which also gives seller an incentive to fluff up the reported price to help the VWAP.
Seen it before and the opaqueness behind the acquirer implies a dodgy background imho.

[penrith] 23/12/2023 10:56

I would sooner have anyone in preference to Align. Less than 2 years ago they were forecasting 4.5p. Good riddance to them . Crooks.

[jonesy100] 23/12/2023 10:39

Yet someone else thinks they are decent value at 1.5p. I would rather have another mining company as a key shareholder. The problem for me is still that the business has never delivered any meaningful production of anything despite being just about to for a number of years. I am not negative right now but but very realistic that this could still go wrong in many ways. The video adds nothing that was not in the results

[penrith] 22/12/2023 20:25

Align showing their true colours despite the oxygen they have been given by the resident supporters.Absolute shysters. However they are far from stupid and made more from this share than any posters on here. They clearly think in the medium term the shares are well overvalued at 1.5p.

[luckyabbeygale] 21/12/2023 16:39

A post from the lse forum explaining the purchase today.


RNS of 14th December shows the reason. Scroll towards the bottom and it shows:

"Having previously agreed to pay 1.5 pence per share we were happy to conclude the purchase at that price as the opportunity Kazera offers is considerable. We believe that we can use our contacts and connections to build on the current assets and support the management team to create a highly successful company.

If they are happy with that price, buying down here at 0.64 is certainly good value.

[luckyabbeygale] 21/12/2023 14:40

1.5p paid. Bought some in hope of a 100 percent return today.
As when they confirm the 1.5p placing the price will rocket.

[gbcol] 20/12/2023 15:53

Stop that Penrith! We need your scepticism and negativity as a counterbalance!

Certainly an interesting interview. Difficult to see how this doesn’t at least get to 1.5p in short order next year and possibly well beyond. Although to be fair that’s exactly what I was thinking this time last year.

[penrith] 20/12/2023 15:20

Must say that was very interesting. He was also pretty convincing.We've had a number of hypes before so don't blame me for being sceptical. However I am much happier after listening to it than I was before.ATB

[cloud9surfer] 20/12/2023 14:43

https://youtu.be/op1AXA4f5kA?si=HPHoSDCLCkjggaZP

[penrith] 20/12/2023 13:24

Excellent. Much obliged.ATB