August 4, 2022 | Posted by

UPDATE – It seems that the GM will be going ahead. Any shareholder that does believe that the track record of Clarke & Eales requires their removal clearly should proceed ahead with their intentions in voting FOR their removal. Our votes remain in place.

Dear Shareholder

As per the RNS released by the company just now we can confirm the withdrawal of the requisition to remove Giles “Crybaby” Clarke & his sidekick Eales. The withdrawal is not through a change in my personal belief that the track record of shareholder wealth decimation & prima facie misleading statements of Clarke and Eales re the Grosvenor transaction no longer warrants their removal. The withdrawal is simply because I realise with the magnitude of dilution that has occurred and the complete riding roughshod over PIRC guidelines at the last GM ref the placing being passed on a show of de minimis hands that the vote will in all probability be lost. It is illustrative of their contempt for me and by extension my supporters (for which a groundswell came forward and I suspect that if the company did release the Poll result this would demonstrate this) that they refuse to produce the true democratic poll result and also to ask pertinent questions at that GM. Clarke quite simply illustrated to me at the GM through this actions, specifically his unpreparedness to answer apposite questions that he believes he has no accountability to shareholders. All these factors are certainly worrisome for me and I would posit, the wider shareholder base, going forward.

I made crystal clear to the BoD in the spring of this year that given that they had continued to reaffirm their faith in these Grosvenor characters and that we in turn reiterated this stance to the wider market in believing them, that Align and me personally could not maintain such a positive stance in Ironveld and then just simply tear up this position and proceed to participate in a discounted placing (relative to the 1p level that they had pinned their mast to). We are not a bucket shop and will not act like one. Eales was in fact put on notice in April of this year that any attempt at a raise below the 1p level would result in a GM requisition for his and Clarke’s removal. As many who know me (whether they like me or not) will attest to, when I say that I am going to do something, I do it.

The actions of the BoD in recent weeks, enabled by Turner Pope Investments and other City advisors that has resulted in this material dilution as opposed to taking my original offer aimed at protecting the 1p level (and was more than sufficient to secure the smelter and the refurbishiment) will, as time progresses, prove either me or them correct. Staring at 0.3p price today, the odds are in my favour I believe. As per prior illustrations on my part, and in complete contrast to the BoD’s own statements ref getting into positive cashflow within 9 months, the debt cost of £240k p.a. would have paled into insignificance if they actually do execute, particularly as the interest cost was only due for repayment at the proposed loan term end – in 2 years. This stance on the BoD’s part should give all shareholders pause for thought. I personally believe that the raise was engineered at the derisory level to dilute me/Align. Sadly all other existing shareholders that didnt or couldnt participate have also suffered in this regard – precisely the situation I was trying to avoid for us all in attempting to remove them and supply much much less dilutive financing. The alternate on my part would have been to allow them to just raise money sub 1p, let Grosvenor off scott free on the equity subscription commitment and let them all carry on with impunity ref the faith I and many others had put in their statements to the market. This was not an alternate morally, let alone potentially regulatorily, that I was prepared to take.

The events of the past 6 weeks have however cast a glaring light on just how little accountability AIM Boards actually have to shareholders, how their democratic voting rights can be ridden roughshod over and frankly ignored through holes in regulation, how shareholders money can, incredibly, be used against them to protect a BoD’s own position and how little recourse there really is in addressing this situation. All these matters require wider reflection by the regulators and authorities going forward. Hopefully this occurs.

This campaign has also served to highlight the track record of abject disaster for Ironveld shareholders who have held faith in Clarke for the last several years – de facto equity value wipe out, various failed funding deals, over £10m of hard cash spent (before this raise) and still not in production. Clarke should reflect on this and what his legacy will be given his advancing years now as a cursory google of his name will reveal what many others believe is the heart of his character and valuable to him.

I sign off by wishing all, new and existing shareholders the best of luck. Based on Clarke’s and recently his sidekick Eales’ record (including at Rainbow Rare Earths in Eales case) I very sadly rather suspect that more of the same will be served up. In this regard I sincerely hope that in this instance that I am proved wrong.