ln metals "life of mine" off take agreement, page-17

Hi Guys,

I am new to PRH as a shareholder as I do see more value being extracted but I am not sure if it will be via i: a "White Knight" or ii: getting some SLR shares (one or two tranches) and maintaining a diluted holding in PRH.

From reading the thread and looking at the "Sale Agreement" and "Convertible Note" terms, I am confused given recent posts.

My understanding is SLR get shares in PRH at 11c upon conversion at three points in time, being;

1) After the first sale Non - Trilogy Assets and
2) After the Second sale - The Trilogy Assets (if at all - LN Metals need to change terms).
3) At the expiry date (if required).

The point I feel that is being miss understood is the "PRH Shares issued at 11c to SLR" do NOT participate in the sale consideration (that is the SLR Shares to be distributed to PRH shareholders are not distributed back in anyway to SLR).

Given this if the deal proceeds PRH shareholders face one of the following scenarios;

1) No Assets are Sold - SLR own up to 19.9% of PRH via the conversion at 11c. Drawings have started so SLR have commenced the process. Note if PRH shareholder approval does not occur SLR will convert all then outstanding notes. Thus we have a type of expensive bridging loan at 11c per share equivalent (note this is not so if a sale occurs)

2) Only the Kundip Project is sold (non-Trilogy Tranche). SLR could own 19.9% via the full conversion at 11c only if $1.8m has been drawn and the Convertible note expiry date has been reached. This means no sale of the Trilogy Asset has occurred thus PRH still own Trilogy and SLR have contributed $1.8m to keep things going (note CURRENT PRH shareholders have received 0.045735 SLR shares)

3) Point 2) applies above but SLR own less than 19.9% as PRH got to the Expiry date of the Convertible note without fully drawing $1.8million.

3) Both PRH Assets are sold and PRH is a shell and like points 2 & 3 SLR own 19.9% or less of this shell (note PRH are owners of 0.081479 SLR shares for each PRH share they currently own). Thus SLR have paid up to $1.8m to own a shell company that has less than $1m cash.

The point is the conversion at 11c means little if both sales occur. The issue is SLR pay circa $1.8m for a 20% interest in the Trilogy Assets if the non Trilogy assets are sold and LN Metals stick to their guns.

The issue occurs if no "White Knight is found" and we reject SLR's offer. This is when it is costing us at a placement equivalent of 11c per share.

Thus the best thing is to get this Sale Agreement out for a vote ASAP. As if it is rejected we need to find funding ASAP.