Ann: Trading Halt, page-157

ok. So:

- the joint operating agreement (JOA) governs how decisions are made by the JV (things like when and where to drill and what JV money to invest)
- the JOA has no relevance what so ever to how NWE funds itself
- the JOA has no relevance what so ever with respect to whether MIN can lend money to its controlled entity (NWE)
- the JOA has no relevance to any decision that requires a shareholder vote. that would be on breach of the corporations act.
- Shareholders do not vote on day to day activities of the company.
- the 65% referred to in the JOA does not refer to percent vote of NWE shareholder needed for NWE to make a decision. It refers to 65% of the joint venture.
- the JOA requires 65% of the JV and a minimum of two parties to vote yes.
- MIN holds 80% of the JV. Always has and this has not changed. So any vote that they vote yes on will always beat the 65% requirement (because their single vote is worth 80%)
- previously NWE was protected somewhat by the need to two parties to vote yes. Now MIN control the board, NWE will always vote with MIN. No, the board does not need shareholder approval to make these votes.