Ann: Four Mile - Termination Of Sales And Marketing Agency, page-433

"ITOCHU has the right to subscribe for 59,735,223 shares in Alliance or 14.9% of the issued share capital in Alliance Craton Explorer Pty Ltd ("ACE") (a wholly owned subsidiary of Alliance) and, subject to exercising its rights, an option to acquire a further 25.1% of the issued shares in ACE. "

All
Can some one explain to me how Itochu buys the 40% of the 25% of ACE? Then buys the entire 25% of ACE

The problem I'm getting trying to figure it out is, if they purchase shares in AGS, which equals 10% of ACE(B4M)- AGS then holds 15% ACE(B4M).Total 25% B4m.

Now remembering Itochu purchase the Shares in AGS at vwap. Initially the 14.9%? Is that right?

14.9% equals 59,735,223 shares in AGS according to the announcement today
then how is the additional 25.1% equated?

Now here comes the tricky part.

If Itochu purchase 40% of Shares in AGS which gives them equal to 10% of ACE.

Now heres my problem, if after taking up their right, Itochu purchase ACE (which is for Sale through Deloitte) lets use a round figure of 200m as a valuation for ACE.

Taking up the Shares in AGS effectively gives Itochu 2/5ths of ACE or for the Sale purposes they buyout the other 3/5ths of ACE (AGS's share).

Itochu pays (using the 200m as the Sale figure) 120m to AGS.

What happens to the 14.9% or 40% of shares in AGS? (Note the 120m is for 40%)

Even if they buy 14.9% at vwap, they hold share in AGS.

Still with me?

I'm going nuts over this. Can some one help me.

What is "issued shares in ACE" is there no purchase of shares in AGS?

I know its complicated or I have made it for myself but I cannot work it out!

Md

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