Metals -X in play, page-36

Hi All,

Provided (All in quotation marks) by Damien Marantelli re ownership of Renison via the Joint Venture.

"In answer to your question, below is an explanation of the JV ‘mechanics’:

1. The JV is 50;50 in Participating Interest between Metals X (through our 100% owned subsidiary Bluestone Mines Tasmania Pty Ltd “BMT”) and YT Parksong Australia Holding Pty Ltd (YTPAH).

2. Beneficial interest is held in YTPAH by Yunnan Tin and Greentech Technology International Ltd (HK 195).

3. Neither party can force the other to sell their share to the other unless it came about from the pre-emptive right or deemed sale clauses in the JVA.

4. Pre-emptive right works as follows: if MLX offered our 50% participating interest to a third party, the JV partner would have a pre-emptive right and could acquire our 50% interest at the price offered to us by the third party.

5. Similarly, if we offered BMT (which holds the Participating Interest) for sale to another party then we have to make a deemed sale offer to YTPAH who can take up that right and buy BMT at the price the third party offered. If they offer less then they don’t get it.

6. YTPAH has a carve out in the JVA that allows changes in holdings amongst its owners. Ie. Yunnan could buy the whole of YTPAH without triggering a deemed sale offer. So could MMG (for eg. Because once the Yunnan – Minmetals merger is consummated they become related bodies corporate and therefore are carved out from the deemed sale provisions of the agreement.

Number 6 is the avenue for Yunnan to get the full 50% of the YTPAH beneficial ownership. To get our MLX 50% ownership, with us unwilling to trade, then a successful takeover offer of MLX would be required."


DYOR