Ann: Acquisition Scheme Booklet, page-4

So after reading the booklet, here are my observations:

There is no analysis on Karara by independent experts so how does one determine whether the offer from Ansteel of $0.026 cents per share is fair and reasonable?

Cash after demerger is A$7 million. As at the end of March there was A$33.6 million in cash and term deposits. So $25 million goes into Ansteel bank account.

Assuming shortly after the scheme is approved, they will raise capital - largely because after consolidation it will be at its highest share price.
"Upon implementation of the Demerger, Ansteel will hold approximately35.7% of Coda (assuming Ansteel does not sell any Gindalbie Shares prior tothe Demerger Scheme Record Date). However, Ansteel has agreed that it willnot participate in an Equity Capital Raising if it occurs within 12 months afterthe Demerger Implementation Date. This means that Ansteel will be dilutedif Coda undertakes the Equity Capital Raising within that time period. TheEquity Capital Raising structures currently being considered by Coda would, ifsuccessfully implemented, result in a dilution of
Ansteel’s interest in Coda tobelow 20% as a result of Ansteel's agreement not to participate" - Coda have just flagged the equity raising will be at least one (1) for every one (1) held. So after the share consolidation of one (1) Coda share for every 45 GBG shares, the outcome is going to be more like (1) Coda share for every 90+ GBG shares (assuming shareholdersdo not participate in the CR).

"No brokerage fees or stamp duty will be payable" - given there are 11,106 shareholders with 100,000 shares or less, the maximum market value for 100,000 shares is A$2,600 - after the share consolidation, these have a market value of $57.78 then saving a $10.00 brokerage fee does not really change whether to accept or not accept

There is no opportunity to defer a Capital Gains Tax event. "Demerger Capital Reduction Amount will result in Capital Gains Tax (CGT) event." ALSO "To the extent that the market value of Coda Shares received on the DemergerImplementation Date exceeds the Demerger Capital Reduction Entitlement, the excesswill be treated as a dividend for tax purposes"

The $50 million loanreferred to Ansteel has been written off. Add that to the $25+ million and based on the current offer, Ansteel with spend $25.068 million to take 100% control over the KML asset. This issue is not addressed in the Demerger Scheme documents. If I was an Ansteel shareholder, this is a no-brainer - get $75 million in value and hand back $25 million.

Other Comments:

"Implementation of the Demerger will enable Coda to focus on progressing Mt Gunson" - not sure what the Executives have been doing for the past 2 years after they wrote off the book value of Karara

"In the opinion of the Independent Directors, the Demerger ............. may unlock value" - this is highly speculative statement and one I would have thought ASIC would not allow in this Proposal

" If the Demerger is notimplemented and if no Superior Proposal emerges and becomes effective, Gindalbie will need to pay its own transaction costs" - what is this cost?