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0.6¢ gulf manganese corporation limited

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kramer1

55 Posts.

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29/08/18

15:08

Post #: 35268050
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Originally posted by tt2000 ↑

I have sent the following to the ASX, as I believe there should be more information released to market participants in relation to the matters below.

In the announcement on 28 August 2018, GMC state that “Gulf Manganese Corporation Limited (ASX: GMC) (“Gulf” or “the Company” advises that it has secured a cornerstone investment of ~A$10.8 million from Jakarta based businessman, Bapak Dato Dr Low Tuck Kwong (“Bapak TK Low”, founder and President Director of integrated coal group PT Bayan Resources TBK, (“PT Bayan”.” Pursuant to ASX Listing Rule 3.1 GMC should be required to disclose:

When the A$10.8M is expected to be received by GMC

What conditions precedent will need to be satisfied prior to receiving these funds

What due diligence enquiries were undertaken by GMC on the financial and other capacity of PT Bayan. It is noted that GMC had previously executed a similar term sheet with an Indonesian investor, Pak Marthen on 5 August 2016. In relation to this transaction, it is noted that the ASX demanded such information from GMC on 15 August 2016. It is noted that despite receiving a satisfactory response from GMC in relation to Pak Marthen, this transaction failed to execute for no particular reason, despite it being binding in nature.

What impact this transaction has on the Convertible Note (refer to point 3 below).

On 31 July 2018, GMC stated that as at 30 June 2018 it had $4.3M cash, with $5.5M cash outflow estimated for the next quarter. In addition it stated that there was $9.0M debt via a Convertible Note that was fully drawn down. The terms of this Convertible Note were released via the ASX on 12 March 2018:

The Convertible Note will automatically be converted into 25.1% of the equity of PT Gulf by way of new shares to be issued by PT Gulf to PT JGI (“Project Investment” upon achieving the following conditions precedent (“Conversion CPs”:

all the approvals, authorities, certificates, consents, licenses, permits, registrations, rights, variations and waivers which are necessary or desirable for PT Gulf to have, hold or obtain in its personal capacity in order for PT Gulf to be able to:

(i) carry out its business activities;

(ii) import all chemicals and materials required for its business activities;

(iii) process and refine manganese ore;

(iv) export manganese concentrate; and

(v) export manganese alloy;

Indonesian Ministry of Energy and Mineral Resources approval of the Project Investment;

Indonesian Investment Coordinating Board (Badan Koordinasi Penanaman Modal or BKPM) approval of the Project Investment;

approval or acknowledgement from the Indonesian Minister of Law and Human Rights of the Project Investment;

execution of documentation for existing shareholders’ loans to PT Gulf, repayment of which loans will now be subordinated to PT Gulf’s payment obligations in respect of the PT Gulf Convertible Note and the Standby Facility, further key details of which are set out below;

execution and delivery of a shareholders’ agreement among the existing PT Gulf shareholders and PT JGI (“Shareholders’ Agreement”, further key details of which are set out below;

non-occurrence of any developments having or likely to lead to a material adverse effect on PT Gulf;

written report from PT JGI’s nominated tax advisor stating that, based on the information provided by PT Gulf and the tax advisor’s own analysis, certain Indonesian tax matters have been adequately addressed by PT Gulf;

PT Gulf existing shareholder approval of the Project Investment and related matters; and

any other Indonesian regulatory approval (if required) of the Project Investment.

The parties will endeavour to satisfy the Conversion CPs at the earliest possible time and in any case not later than 31 August 2018.

Given GMC have previously stated they were “fully funded”, they should be requested to clarify whether these conditions precedent remain unsatisfied, given the consequence is that they are required to pay back the Convertible Note on 31 August 2018.

In the announcement on 28 August 2018, GMC state “Dato Dr Low Tuck Kwong is a highly successful Singapore born Indonesian businessman, and the founder and primary controlling shareholder of PT Bayan Resources Tbk. He has been appointed as the Company’s President Director since 10 January 2018 and President Director for most of the Bayan Group subsidiaries.”

In this announcement GMC define the Company as Gulf Manganese Corporation Limited (ASX: GMC) (“Gulf” or “the Company”

As GMC have never appointed Dato Dr Low Tuck Kwong as the President Director of GMC on 10 January 2018, the statement above is false and misleading.

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Sorry I cant get past all those winky faces in your post, i hope they were omitted when you apparently sent this to the "ASX"...
GMC Price at posting: 1.9¢ Sentiment: Hold Disclosure: Held
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