Ann: Offtake Term Sheet Signed with Haida Graphite, page-19

I think certain holders' views (including mine) on the potential reasoning behind the arrangement has been set out in detail in previous posts. They relate to the huge and obvious conflicts of interest and significant payments and financial gains that certain entities - excluding TON - will receive through the WGX deal going ahead. Those payments include amounts to TON's financial adviser on the deal, Somers (10-15% commission, so some benefit valued close about $3-$4.5m), plus potentially more as Somers likely introduced the deal to TON and has conflicting interests and connections with WGX . There are also the Chinese holders that may potentially want to tie up arrangements with the other Chinese entities that already have significant interests in and around the relevant lithium projects.

Unfortunately, in the circumstances where Somers has a nominee on TON's board, then this deal will be supported by that nominee. Hopefully the same position is not taken by the other directors that have been nominated by our Chinese shareholders.

It is just very unfortunate that our MD has already expressed his support behind the deal without any due diligence having been completed, which indicates his interests are aligned with a few rather than shareholders as a whole, and indicates that he does not care if TON's SP does not increase in value.

What is most concerning is the misleading information in past reports and updates given by management setting out TON's proposed business direction and activities as well as their supposed view of TON's value (or undervalue), only for management to now be considering giving away an amount equal to 50% of the current shares on issue at a price that is significantly less than that value. This may all be relevant if this clearly detrimental option is exercise by TON, as there could well be challenges made by shareholders for loss suffered and breach of director's duties, with the deal not being in the best interest of the company and the directors having acted in bad faith.