Ann: Update on Right of First Refusal,MIN-PLS.AX, page-36

@yohanesk1 the expert determination is binding pursuant to the clause in the ROFR and unless there was an error in law in the experts determination the matter will cease to exist upon that determination being finalised.

I think it is important to remember that the dispute relates to the validity of the Sale Notice and not to the binding nature of the offtake - the offtake is separate and is considered binding pursuant to the provisions outlined in the BOA which listed a couple of conditions precedent to the finalisation of the offtake agreement per se. I am not saying that the offtake agreement as it stands is not final, what I am saying is the conditions precedent have to be fulfilled before it is able to stand. One of the conditions precedent being the ROFR and MIN not exercising the option. If MIN exercise the option we sell them the ore and go back to GLC with an other to meet their supply needs

There has been some argument that the offtake is not binding and a range of reasons have been put forward, most of which demonstrate little knowledge of contract law and the common law doctrines under which these agreements are considered.

I note that PLS have advised in today's announcement that they have received advice that the Sale Notice is valid. This advice would have likely been received from a Barrister briefed to review the Sale Notice and the validity of the document. I would also expect that PLS may have engaged expert opinion external to the proposed expert to provide an opinion on the validity of the Sale Notice.

The timing of the announcement today, IMO is strategic in that there are 28 days for the decision to be handed down. In the event that the expert uses the full 28 days to hand down the decision, this would mean the last working day to hand down the decision is day 43 of the timeframe for MIN to make the decision to take product or the royalty. Good corporate governance on the part of MIN should see the decision made and approved by the Board prior to this date although they may well hold off on announcing their intention until the last second.

It will be interesting to see if they act in the 45 days or try further delaying tactics. I believe that if they fail to respond within the 45 days and the Sale Notice is held to be valid, they may forego their ROFR options in this particular offtake, although I would need to see the wording of the ROFR to be 100% certain that this is the case as the fall back position may well be that in this situation the 2.5% royalty option becomes active. Obviously a failure to respond in the 45 days would not be reasonable in the eyes of the law and I believe would negate any attempt to argue further on this individual ROFR as there will likely be clauses in the ROFR agreement that requires the parties to the matter to act in good faith. Regardless of this being included, the Uniform Civil Procedure Rules would apply.

Remember the ROFR also applies to the tantalum although this ROFR is with GAM as they retained the tantalum rights. It is also interesting to actually read the announcement from GAM in respect of the Wodgina sale - this is available of the GAM website. All IMO.