We note todays RNS from Ironveld confirming the receipt of a requisition brought by ourselves in which we seek to remove both Mr Eales & Mr Clarke. 

We print below our correspondence in full to the company (with minor redacts ref regulatory obligations) and make the 2 key points at this stage:

1 – The company’s reference to the requisition being “vexatious” is both disingenous and denied it in its entirety (with rights reserved ref this remark). Proposals we made to the company in December 2021 by us and just recently were all anchored around preserving the key 1p level in terms of warrant strikes and equity participation and far better for shareholders (of which we are the largest) than an equity raise here (or lower). Based on comments from Eales to us ref the deal terms, we presented proposals that would have allowed them not to lose the “Exclusivity” period ref the smelter acquisition.

2 – Given our positive stance on the company’s assets and public comments that we have made based on management iterations directly to us and the RNS’s put out by the company reference their continued faith in Grosvenor completing the deal, we have made crystal clear that we will not be part of any discounted raising below the 1p level and indeed had been prepared to hold our corner north of 1p upto 1.25p as the company correctly states. From a moral standpoint alone to be part of a discounted raise we believe is impossible given our positive advocation of the company at prices north of here. For the record, we reiterate our preparedness once again to hold our corner in a raise north of 1 pence.

We point shareholders to these RNS’s – 

From 2nd Dec 2021 – https://www.investegate.co.uk/ironveld-plc–iron-/rns/update-on-transaction-with-grosvenor-resources/202112021734524403U/ & this specific statement – “Further to the announcement dated 9 November 2021 in connection with the agreed £5.6 million subscription by Grosvenor Resources Pty Limited (“Grosvenor”), Ironveld announces that the two parties remain in close regular contact concerning the closing of the transaction which should take place shortly when Ironveld will issue and allot the 561,505,950 new shares to Grosvenor against receipt of the subscription funds”.  

See here further RNS of 21 Dec 2021 & language – https://www.investegate.co.uk/ironveld-plc–iron-/rns/grosvenor-transaction-update—further-investment/202112211000073409W/ & this specific statement – “Further to the announcements dated 9 November 2021 and 2 December 2021 in connection with the agreed £5.6 million subscription by Grosvenor Resources Pty Limited (“Grosvenor”), Ironveld announces that the two parties continue to remain in close regular contact concerning the closing of the transaction which is still expected to complete in accordance with its terms shortly.” & “Grosvenor is finalising its own funding package for both transactions and Ironveld expects that Closing will take place shortly.”

See here additional RNS of 30 Dec 2021 – https://www.investegate.co.uk/ironveld-plc–iron-/rns/loan-facility/202112300900039808W/ Specific commentary – “As announced on 21 December 2021 Ironveld remains confident that the transactions with Grosvenor will soon complete, but the Loan Facility provides important flexibility prior to closing of those transactions.”

And here of 27 Jan 2022 – https://www.investegate.co.uk/ironveld-plc–iron-/rns/result-of-agm-and-update-on-grosvenor-transaction/202201271029378601Z/ Specific statement – “Grosvenor has been keeping the Ironveld Board closely updated on the progress of its separate funding arrangements and both parties expect closing of the two transactions in the short term.”

9th Feb 2022 – https://www.investegate.co.uk/ironveld-plc–iron-/rns/further-update-on-grosvenor-transactions/202202090700060726B/ Statement per here – “Grosvenor continues to work positively towards financing these transactions and the Company will provide further updates in due course.”

And finally here re 24 May 2022 – https://www.investegate.co.uk/ironveld-plc–iron-/rns/terms-agreed-for-smelter-acquisition/202205240700065172M/ Specific statement – “Discussions following the signing of the agreements highlighted that Grosvenor’s funding providers had a preference for physical asset-backed security and therefore the potential acquisition of the FCF smelter complex has formed a key part of discussions. Ironveld and Grosvenor have worked closely together in support of these funding proposals and Grosvenor has provided considerable support to Ironveld in advancing the Acquisition. It is anticipated that Grosvenor’s transaction funding, when received, will enable the completion of the Acquisition and refurbishment. “

What perplexes us and exercises our minds is IF the BoD still believes that Grosvenor will complete (large questions need asking ref why they have gone this far with them when we look at the history above) then why does Mr Clarke in part or whole not put up the interim funding to allow the deal to complete as opposed to prejudicing existing shareholders many of whom not only believed the BoD’s multitude statements (and that they must own) but quite possibly cannot “go again” ref holding their corner. Futher, to raise equity into this market environment is nonsensical.

We are presently working on our own proposals ref financing the company that does not require such a large immediate raise and at a blended premium to the current stock price and that allows existing shareholders to preseve their equity worth (interestingly, and incredibly, a position that Mr Eales did not understand in a key conversation with him several weeks ago).

Further updates to come. It is time to save our equity and replace management that have not been able to deliver this or previous deals this last few years and to finally progress our world class asset against a conducive backdrop for its product.

Correspondence sent to the company on Sunday 26 June 2022:

From: Richard Jennings <richard.jennings@alignresearch.co.uk>
Sent: 26 June 2022 08:27
To: ‘Martin Eales’ <martin.eales@ironveld.com>
Cc: ‘Christopher Raggett’ ; ‘James Pope’ 
Subject: RE IRON

Martin

It is with both dismay and incredulity that I am compelled to write to you in your capacity of CEO of Ironveld.

As the largest shareholder and purveyor of a positive stance on Ironveld through our Align platform and that has no doubt encouraged other investors to buy into the stock together with the multitude RNS statements you have released this last several months that you and the BoD own and must take responsibility for, to be part of a XXXXXX placing that in effect toasts existing shareholders (should it be voted through) is wrong and I and Align cannot and will not be part of this. This is doubly so the case given that I and my associates have offered capital to the company on much less onerous terms that would have avoided the capital raise you now propose.

In the first instance, the debt and warrant provision offered by us in December of last year would have provided you with the capital to secure the initial payment on the smelter and the most recent overtures we made that you dismissed ditto would have done the same but at the 1 pence level on the pure equity front. The debt and warrant attachment were extremely attractive too and we did not ask for any Board seats. You and your fellow Chairman Mr Clarke have been steadfast with both I and other parties of whom you are aware that you believe Grosvenor will ultimately come up with the funds (in contrast to my belief given extensive experience of business in SA and how people operate there). For this reason alone, your continued tenure as CEO I posit is completely untenable aswell as Mr Clarke’s. Bluntly, you have run the company’s cash pot bare whilst holding onto your belief in Grosvenor and as a direct consequence of these actions, shareholders face a XXXXX XXXXXX raise.

You have also relayed to me that the smelter acquisition was the missing element ref Grosvenor securing the finance in SA from specific institutions and that the time urgency on the “exclusivity” period is the initial £750k purchase cost of the smelter. This does not necessitate the raising of the full £5m sum IF you still believe Grosvenor will fund, rather that this sum and some supplementary working capital be raised. In the alternate, if you now believe that Grosvenor will not ultimately deliver hence the £5m raise, big questions need to be asked of your DD on these people and why you have allowed this charade to continue for over, incredibly, a year now. These decisions have consequences that we are all feeling now.

Further, you had informed me that a large mining house had committed “some” millions towards the Grosvenor £5m commitment. If this remains so why are these funds not being drawn as opposed to the raise? Many of your and Mr Clarke’s statements to me raise more questions that answers. As an aside, if during the last 12 months you and your fellow BoD members have been accruing (let alone taking) salary during this debacle this will speak volumes to me personally ref your “alignment” (excuse the pun) with shareholders.

I reserve the right to publish this email in full at the appropriate time should you proceed ahead with the discounted raise and as part of the GM statement I will make reference you and Clarke being removed from the company.

Regards

Richard Jennings

Director

Align Research Ltd

• Ironveld