The following post is all IMO only: For all intent and purposes...

The following post is all IMO only:

For all intent and purposes the proposed transaction satisfies ASX listing rules as an "acquisition", but as other posters have suggested it looks more like a “reverse take over / reverse merge” as GPP had drifted down to being just a shell.

Regardless of what anyone says to the contrary, I believe this was just a hastily put together “acquisition” to suit whose/what agenda?
a) Was it just to appease disgruntled shareholders as it appears that Turesi has failed, the OHD trials failed, Kopang? (who knows) Potash? (who knows)
b) Was it to distract the issuing of the 249D?
c) How long or when did negotiations start, taking into consideration when GPP where aware of the impending 249D?
d) Basically, was this just to circumvent the actions of the Requisitioning Members?
e) All the above?

Just for information:
A reverse merger can be completed in just a few weeks, although its an “acquisition” basics are still the same…… also interesting that the issued shares as part of the deal are escrowed (which could also be part of a requirement of the ASX on take over merges, etc)
https://www.investopedia.com/ask/answers/08/reverse-merger-ipo.asp
I honestly cannot fathom why the ASX approved this, but ultimately the share holders will decide - again, the latest placement to "whoever" will have an impact to the voting as well.

On the surface, the benefit/s of the transaction seems to be tipped in “Ion Minerals” favour by a long margin as GPP will be providing all the risks.
It’s a case of “Deja Vu” with
a) The highlighting of “grab samples” akin to the GSM/GPP deal, and we know where that has lead us.
b) The case of no one wanting the projects until GPP needed something to fill their stocking with, “the next big thing” because we can’t complete a project and how are we going to keep our lifestyle dream alive…….
c) The case of a company that is newly formed prior to the “acquisition” as per GSM.
d) @Davy Boy re: Ashburton being a dud with it being passed over by other companies but why not throw in all the excess garbage in the deal, eh!

Firstly, the statement in the announcement that GPP are well funded is somewhat specious considering that the most recent (much to the angst of shareholders) “placement” was to fund
a) the exploration objectives including phase 1 of the “Kopang” project – to which we are still waiting approval of the PGGS licence – scratches head as to what the delay may be considering that Guyana was being touted as encouraging international investments.
b) Allows GPP to utilise current funds to continue the Morabisi program – meaning that it is still going forward?
c) Undertake a strategic review of the OHD project, so after something like 6 years and (to date) approximately $5M spent, we are doing a review?
No mention of needing funds for an acquisition, again, what was the intent of the placement?

Also there is somewhat of a lack of forthcoming information now, what happened to:
a) The Small Share Sale Facility, the retention date has been and gone but small holders still have the shares showing in their accounts. As I has previously flagged, I hope the company will follow its own “constitution” when making the payment to those that elected to not keep their shares and not what they intend to do in the letter that was released to those shareholders. It is also an insult to those affected shareholders to be reading Kings statement at the end of the last “placement” announcement whereby he said: “Greenpower appreciates the support shown for the placement and welcomes new shareholders to the registry ….. (sic)” A pity the didn’t appreciate the long suffering shareholders whose investment has been decimated to being worthless.
b) HRL review that was to be completed in June, with the anticipation that the long lead time items would be ordered for the building of the PDU, or in light of the recent rejection again of the CRC-P grant, is OHD ready to be scrapped? The announcement of the most current rejection was almost word for word of the previous one, GPP are confident its applications demonstrate a clear industry need and a solution to that need, (lets throw in the) which will also provide employment…blah blah. It is obvious that GPP have engaged the wrong external advisors and running back to them is “just expect more of the same.”
c) Lack of drilling updates, and assay results considering that the intent of the drilling crew taking a break was so GPP assay results could catch up to drilling.
d) Also, as I previously stated, GPP is under no ASX listing rule requirement to disclose who a placement is made to but it is the first time that they have not disclosed (nothing to do with the timing of the impeding 249D?) and quite rare (I have never been invested in a company on the ASX that hasn’t disclosed that information to shareholders)
e) The hastily resigning of Bulesco – was Xcel Capital the recipients of the most recent placement?
The next Annual Report to Shareholders will be interesting to see the Top 20........


Some information on the proposed new “managing director” Cameron McLean, sourced from “creditorwatch” on his most recent/current company positions that are (IMO) relevant:

Director and Secretary of MI Resources Pty Ltd from 16/4/18 – 11/5/18
Director and Secretary of MI Global Resources Funds Pty Ltd from 16/18 to current
https://migrf.com/team/
Director and Secretary of Electron Minerals Pty Ltd from 8/6/18 to current
Director of Mineral Intelligence (the ebay of Mining (private) companies looking for investment funds) 3/11/13 to current – come in, come in GPP have we got a deal for you!!!!
Secretary of Mineral Intelligence from 19/10/10 to current
Director and Secretary of Ion Minerals from 28/2/18 to current

This is one of the more interesting ones though……..
Director and Secretary of Remlain Pty Ltd from 30/1/17 to current, Remlain just happen to be the target of Ion Minerals having the right to acquire 100% of the “Ashburton Cobalt Project” to which GPP will pay Ion Minerals $250K for the project (subject to an exploration licence being granted)
Mineral Intelligence own 100% shares of Remlain





The sole directors of Ion Minerals are McLean and Williams



Before having a look at the actual deal that is being proposed that share holders will be voting on ……
In the key terms of the agreement McLean and Williams will be appointed to the board as the Managing Director and a Non Executive Director, but it also states that GPP will will be in control and responsible for programs and expenditure on the Ion Projects. Is it just me, or does anyone else actually see the new board additions taking over the decision making of GPP’s projects by voting power at board level? Hence an acquisition or reverse merger (but with GPP paying for it)

The total cost to shareholders, not including the extra wages that will be drawn….

Cash:
$25,000 deposit on execution of the option agreement – 60 day due diligence
$510,000 – phase 1 earn-in
$500,000 – phase 1 expenditure
$300,000 – phase 2 earn-in
$1,500,000 – phase 2 expenditure
$150,000 – phase 3 earn-in
$250,000 – Ashburton Project (owned by Remlain/Mineral Intelligence)

Shares:
110,000,000 @ .005c – phase 1 earn-in (escrowed for 6 months) Cash converted = $550,000
x amount of shares to the value of $550,000 – phase 2 earn-in
x amount of shares to the value of $1,050,000 – phase 3 earn-in

Monetary equivalent cost to share holders = $5,385,000

Add in the fact that at the end of the agreement, ION Minerals will hold will be the largest share holders, but GPP, again say we are in control of the expenditure!!!
But we are currently well funded with >$3M in cash to support the acquisition (that will cost $3,235,000 cash plus shares) and maintain our existing portfolio!!!!

All I can add, is I truly hope that the due diligence is completed prior to any voting is done!!!!
Which does leave me pondering, who will do the due diligence? I honestly wouldn't think that it would be any of the current board or any of the "expert" consultants we engage.

Cheers