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NorthWall Appoints Shannon Cody as Head of Business Development, EMEA

By Harry Moran |

NorthWall Capital (“NorthWall”), a leading credit investment firm delivering private capital solutions to counterparties in Western Europe, today announces the appointment of Shannon Cody as Head of Business Development, EMEA. Shannon will focus on strengthening relationships with existing global institutional investors, while expanding the firm’s client base through new partnerships. Her efforts will play a key role in driving capital growth across NorthWaII’s core strategies, which include Opportunistic Credit, Senior Lending, Asset-Backed Lending and Legal Assets.

Shannon brings with her over 15 years of experience in business development roles at leading financial institutions. Most recently as Head of EMEA Business Development at Mudrick Capital Management, she led the firm’s business development, sales and client services across EMEA and APAC. Shannon was pivotal in growing Mudrick’s London office, spearheading campaigns focused on distressed and stressed credit strategies. Prior to this, Shannon held senior roles at Barclays and Morgan Stanley, where she led capital introduction efforts across Europe.

Fabian Chrobog, Founder and Chief Investment Officer at NorthWaII Capital, said: “We are thrilled to welcome Shannon Cody to NorthWall at this exciting time for our firm. Her extensive experience in establishing long-term partnerships with investors will be crucial as we continue to expand our footprint across EMEA. Shannon will help us deepen relationships with our institutional investor base as we continue to scale our flagship credit strategies.”

Shannon Cody, Head of Business Development, EMEA at NorthWaII Capital, said: “I am excited to join NorthWall and look forward to working with the team to expand our presence across the region and drive continued fundraising success.”

Earlier this year NorthWaII announced the final close of its flagship North Wall European Opportunities Fund Il and associated vehicles attracting more than €640m in investor commitments, surpassing its initial €500m target and more than doubling the size of its predecessor vintage.

For more information, please visit www.northwallcap.com.

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Announcements Commercial People Moves

Hannah Sadler Joins GLS Capital Patent Investment Team

By Harry Moran |

Hannah Sadler has joined the firm as a vice president and member of the patent investment team.

“We are very happy to welcome Hannah to GLS Capital as a vice president and member of our team focusing on patent investments,” said Adam Gill, a GLS Capital managing director, co-founder, and leader of the firm’s patent-related investing. “Attracting top-tier talent is essential for continuing to help our clients achieve success, and Hannah’s background in patent litigation will be invaluable for navigating the complexities of patent investments and helping to drive our mission forward.”

Sadler focuses on diligence around qualified underwriting opportunities and monitoring and managing the firm’s patent litigation investments.

Before joining GLS Capital, Sadler was a patent litigator at Global IP Law Group in Chicago. She has over a decade of experience with all aspects of patent portfolio management and enforcement, including prosecution, litigation, sales, licensing, and portfolio valuation.

Sadler earned her J.D. (cum laude) from DePaul University College of Law and her Bachelor of Arts from the University of San Diego.

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Announcements Commercial Deals

Omni Bridgeway Releases Investment Portfolio Report at 30 September 2024

By Harry Moran |

Omni Bridgeway Limited (ASX: OBL) (Omni Bridgeway, OBL, Group) announces the key investment performance metrics for the three months ended 30 September 2024 (1Q25, Quarter). 

Summary 

  • Investment proceeds of A$105.8 million in 1Q25; A$14.2 million provisionally attributable to OBL1, excluding management and performance fees. 
  • Performance fees of A$9.7 million received during the Quarter2. 
  • Management, transaction and equivalent fees of A$5.9 million during the Quarter. 
  • 15 full and partial completions in the Quarter, delivered an overall multiple on invested capital (MOIC) of 2.7x. 
  • 7 full completions during the quarter had a combined fair value conversion ratio of 97%3. 
  • A$129 million in new fair value added from A$138 million of new commitments. 
  • Strong pipeline, with agreed term sheets outstanding for an estimated A$198 million in new commitments, if converted. 
  • Transaction fees have successfully been included in nearly all new commitments made in FY25 and/or negotiated in new term sheets. 
  • OBL cash and receivables of A$114 million at 30 September 2024. 
  • A$0.8 billion of fair value in potential completions over the next 12 months. 
  • Good progress in relation to the strategic focus areas of cost optimisation and secondary market transactions. 

Key metrics and developments for the Quarter 

Income and completions 

  • During the Quarter, five full completions and seven partial completions were recognised, and two full completions and one partial completion were recorded as income yet to be recognised (IYTBR), resulting in proceeds of A$105.8 million for the quarter, with A$14.2 million provisionally attributable to OBL (excluding management and performance fees1). 
  • The overall MOIC on these 15 full and partial completions during the quarter (incl. IYTBR) was 2.7x.
  • The seven full completions during the Quarter (incl. as IYTBR) had a combined fair value conversion ratio of 97%.3 The fair value conversion ratio for all 31 fully completed investments (excl. as IYTBR) since transitioning to fair value per 31 December 2023 is 111%. 

New Commitments

  • As per the date of this report, new commitments of A$138 million were made to 10 new investments as well as to a number of investments with increased investment opportunities. This level, proportionate to the full year target, reflects the typical northern hemisphere seasonality, and is in line with prior years.
  • Total new commitments include A$28 million of potential external co-fundings for new investments originated and managed by OBL. OBL will be entitled to separately agreed management fees, transaction and performance fees on such external co-funding.
  • The fair value associated with these new commitments is A$129 million.
  • Strong pipeline of 34 agreed exclusive term sheets, representing approximately A$198 million in investment opportunities.
  • Transaction fees have been successfully included in the majority of new commitments made and term sheets signed in FY25. Transaction fees have typically been structured as a combination of an upfront fee and an annual recurring fee at or exceeding on average 2.5% of the investment commitment (in total over the life of the investment). 

Portfolio review

  • As at 30 September 2024, A$0.8 billion of fair value is assessed to potentially complete in the 12 months until 30 September 2025 (12 Month Fair Value). The 12 Month Fair Value is the proportionate part of our total book fair value, which has expected cash inflows over the applicable 12 month period based on the underlying probability weighted net cash flows fair value models. All, part or none of these investment inflows may eventuate during the 12-month period.

Corporate 

As announced during the full year results presentation on 29 August 2024, the current strategic focus is on cost optimisation, and fair value validation through completions and secondary market transactions. 

Secondary market discussions on multiple assets are progressing well. A status update will be provided at the semi-annual results presentation or through specific prior ASX announcements.

The AGM of the Company will be held in Sydney, on 19 November 2024, and will be in person only. For more information, visit https://omnibridgeway.com/investors/annual-generalmeeting.

Cash reporting and financial position

At 30 September 2024, the Group held A$113.6 million in cash and receivables (A$71.2 million in OBL balance sheet cash, A$1.0 million in OBL balance sheet receivables and A$41.4 million of OBL share of cash and receivables within Funds).

In aggregate, at 30 September 2024 OBL had approximately A$114 million to meet operational needs, interest payments, and fund investments before receiving any proceeds from investment completions, secondary market sales, management and transaction fees, and associated fund performance fees.

Footnotes

  1. Represents indicative cashflows (excluding management and performance fees) from the Funds to OBL in connection with the investment completions. It represents the aggregate estimate of the cash distributed and yet to be distributed under the various distribution waterfalls of the Funds assuming investment proceeds are gross cash proceeds. The Fund's capital status and waterfalls operate on a cash collection and distribution basis and do not align with the accounting treatment. Accordingly, the income and NCI attribution disclosed in the Group Consolidated Financial Statements will not necessarily match this.
  2. Performance fees received are subject to clawback arrangements, to ensure that performance fees ultimately reflect actual fund returns and applicable hurdles. As a result, accrual of performance fees for accounting purposes will generally occur in a later period to the cash receipt.
  3. The fair value conversion ratio indicates the ratio of cash proceeds and deployments in connection with completed investments, discounted back to the date of the last reported portfolio fair value (30 June 2024 currently), compared to the reported fair value of such completed investments as at that prior reporting date.
  4. All metrics presented are on a full investment basis, excluding the impact of co-investments or partial secondary sales. This reflects a change in methodology from market disclosures prior to FY25, and better reflects the performance of the investments originated, underwritten and managed by the Group.
  5. Full life to date metrics include any partial completions in prior periods for the investments involved.
  6. Relates to full completions recognised and yet to be recognised during the Quarter.
  7. IYTBR reflects the status as per 30 September 2024. If a matter was originally reported as IYTBR for a period and has been recognised as revenue in a later quarter, it is no longer reported in this table as IYTBR in the initial period.
  8. Includes Funds 2&3, Fund 4, Fund 6, and Fund 8 and represents OBL's portion of each respective Fund.
  9. Includes Fund 5, which is not consolidated within the Group Consolidated Financial Statements, and represents OBL's 20% interest.
  10. Includes Funds 2&3, Fund 4, Fund 6, and Fund 8 and represents the external investors' portion of each respective Fund. 

Further information

Further information on terms used in this announcement is available in our Glossary and Notes:

https://omnibridgeway.com/investors/omni-bridgeway-glossary (Glossary)

https://omnibridgeway.com/docs/default-source/investors/general/omni-bridgeway-notes-toquarterly (Notes)

The Glossary and Notes contain important information, including definitions of key concepts, and should be read in conjunction with this announcement.

The investments of Funds 2&3, Fund 4 and Fund 6 are consolidated within the Group Consolidated Financial Statements, along with the interest of the respective external fund investors.

The investments of Fund 8 are consolidated within the Group Consolidated Financial Statements. Fund 1 was deconsolidated on 31 May 2023; its metrics, effective from this date, are not disclosed in this document. The Fund 4 IP portfolio was deconsolidated on 8 December 2023 following the sale of a 25% interest in these investments.

Fund 1 and Fund 5 are not consolidated within the Group Consolidated Financial Statements; the residual interest in Fund 1 and in the Fund 4 IP portfolio are recognised as an investment in associate, Fund 5 is brought in at the Group’s attributable 20% share of income, assets, and liabilities. Throughout this document, Fund 5 is presented at 100% values (except where otherwise stated) for consistency of presentation across OBL's funds.

Commitments include conditional, and investment committee approved investments. This report includes a number of concepts, such as fair value and income yet to be recognised, which are classified as a non-IFRS financial measure under ASIC Regulatory Guide 230 “Disclosing non-IFRS financial information”. Management believes that these measures are useful for investors to understand the operations and financial condition of the group. Unless expressly stated, this non-IFRS financial information has not been subject to audit or review by BDO in accordance with IFRS.

The figures presented in this document are based on preliminary data and have not been audited. While every effort has been made to ensure the accuracy of the information, these figures are subject to change and should not be considered final. 

This announcement is authorised for release to the market by the Disclosure Committee.

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Announcements Commercial Fundraising

Sarama Resources Secures Funding for Burkina Faso Arbitration Claim

By Harry Moran |

Sarama Resources Ltd. ("Sarama" or the "Company") (ASX:SRR)(TSXV:SWA) is pleased to advise that it has entered into a Litigation Funding Agreement ("LFA") with Locke Capital II LLC, an arm's length party that specializes in providing funding for dispute resolution (the "Funder") to commence international arbitration proceedings in relation to its investment dispute (the "Dispute") with the Government of Burkina Faso (the "Government").

The Dispute pertains to the illegal withdrawal of the Company's rights to the Tankoro 2 Exploration Permit (the "Permit") (refer news release 5 September 2023). The Permit covered the Tankoro Deposit which was the focal point of the Company's Sanutura Project (the "Project") which featured a multi-million ounce gold resource.

Litigation Funding Agreement

The LFA provides a four-year non-recourse loan facility ("Facility") of US$4.4 million to the Company to cover all fees and expenses related to its Claim to Arbitration (the "Claim").

Security of the Facility is limited to the Claim, associated potential proceeds and all benefits arising from the property and assets of the subsidiary companies comprising the ownership chain (the "Chain") pertaining to the Project (refer Annual Information Form, 2 April 2024). The Facility has been structured to enable the Company to continue to operate and consolidate its business outside the Chain without encumbrance or lien from the LFA.

All monies advanced through the Facility are non-recourse and repayable only in the event of a successful Claim or settlement of the Dispute that results in the receipt of Proceeds ("Proceeds") by the Company or in the event of a default by Sarama under the LFA. In the event of the occurrence of a material adverse change under the LFA, the Funder shall be entitled to recover only those funds which were advanced but remain unspent. The Funder's return is directly tied to the successful award and settlement of the Claim, with the total amount payable being a function of time and total Proceeds receipted. The priorities for distribution of receipted Proceeds are set out in the LFA and where commercially and legally sensitive, shall remain confidential.

If there is no settlement or award (or no default by Sarama under the LFA), the Company does not have an obligation to repay the loan. A detailed budget has been approved as part of the LFA, which covers all expected legal and ancillary costs associated with the arbitration process.

Plans for Arbitration

On 29 November 2023, the Company issued a Notice of Intent to Submit Claims to Arbitration under a bilateral investment treaty between Canada and Burkina Faso. The Government of Burkina Faso did not respond substantively to the Company's efforts to reach an amicable resolution of the dispute. With funding to support legal costs secured, the Company is now preparing to lodge a Request for Arbitration with the World Bank's International Centre for Settlement of Investment Disputes ("ICSID"). The Company will seek full compensation for the loss suffered which may include, but will not be limited to, the value of the Permit, the value of the Company's historic investments in the Project, the value of the Project at the time the Permit was withdrawn and damages the Company has suffered as a direct result of the Government's actions. The Project hosted a multi-million-ounce gold resource which was the subject of a substantially complete Preliminary Economic Assessment and fast-tracked development study at the time of the Government's illegal actions.

The Company has engaged Boies Schiller Flexner (UK) LLP ("BSF"), a leading international law firm, to assist with legal matters pertaining to the dispute (refer news release 17 October 2023). BSF is an internationally recognised dispute resolution law firm with extensive experience representing investors in international investment arbitrations in the mining and natural resources sectors worldwide.

Background to Claim

On 31 August 2023, the Company received notification from the Minister of Energy, Mines and Quarries of Burkina Faso (the "Minister") that the Company's application for the Permit, received in August 2021 and granted to Sarama in November 2021 had been purportedly "rejected", even though the previous Minister had approved the Permit in accordance with the applicable laws nearly two years prior.

On 6 September 2023, during his public presentation at the Africa Down Under Mining Conference in Perth, the Minister, Simon-Pierre Boussim, stated that the Permit was available for purchase. Based on the notification from the Minister and his subsequent actions, the Company was forced to interpret the Minister's letter of 25 August 2023 as withdrawing the Company's rights to the Permit. The Minister did not respond to subsequent correspondence from the Company on the matter.

The unlawful withdrawal of the Permit by the Minister, resulting in the removal of the rights to the land conferred thereunder, has rendered the Project valueless to Sarama, consequently destroying the value of the Company's investment in the Project.

Sarama's President, CEO & MD, Andrew Dinning, commented:

"The establishment of a non-recourse funding facility to cover all expenses related to the Company's arbitration case represents a major step forward in its pursuit of redress for the substantial damages suffered as a result of the Government of Burkina Faso's illegal actions.

Sarama's legal representatives, Boies Schiller Flexner, are highly experienced and have a very successful track record in international investment disputes, including an arbitration claim brought by Indiana Resources (ASX:IDA) against Tanzania which saw the company recently receive the first tranche of a US$90M settlement.

The Company will now proceed with filing a Request for Arbitration and intends to prosecute its case to the fullest extent possible."

CAUTION REGARDING FORWARD LOOKING INFORMATION

Information in this news release that is not a statement of historical fact constitutes forward-looking information. Such forward looking information includes, but is not limited to: the sufficiency and continued availability of funding for arbitration; statements regarding the possibility of initiating international arbitration proceedings in accordance with the bilateral investment treaty between Canada and Burkina Faso; the impact, if any, of the actions of the Government on the Company's investments in mineral projects in Burkina Faso; the ability for the Company to successfully recover proceeds of an award or settlement from Burkina Faso; the filing of the material change report; the occurrence of an event of default or material adverse change under the LFA; and providing further information in due course. Actual results may vary from the forward-looking information due to known and unknown risks, uncertainties and other factors. Such factors include, among others, risks related to the uncertainty as to the outcome of arbitration; the success of the Claim; foreign country and political risks, including risks relating to foreign operations and expropriation or nationalization of mining operations; delays in obtaining or failure to obtain governmental permits, or non-compliance with permits; as well as those factors disclosed in the Company's publicly filed documents. Readers should not place undue reliance on forward-looking information.

Sarama does not undertake to update any forward-looking information, except as required by applicable laws.

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