Ann: RECEIPT OF SHAREHOLDER SECTION 249D NOTICE, page-40

Dear All,

My Corps Law knowledge is scratchy, so I thought I would do some reading about the immediate prospects facing IMA. I would enjoy reading others’ views too.

Members of the company can expect a statement of less than 1,000 words about the proposed resolutions from MZ and others- see s249P of the Corporations Act (Cth).

It doesn’t appear that the Takeovers Panel has a role to play given there’s no control transaction to enliven s657A, and thus seemingly no claim for unacceptable circumstances arises. MZ has obtained its shares in the Substantial Holder Notice prior to the issue of the s249D notice.

In Bowen Energy Limited [2007] ATP 22, the Takeovers Panel concluded “In the current context, the circumstances complained of do not relate to the acquisition of GoldLink shares, or affect voting power in the company. Rather, they concern alleged ‘corporate control’, achieved through a transaction affecting the composition of the GoldLink board, without affecting the distribution or exercise of voting power in the company.” As such, the Takeovers Panel declined to conduct proceedings.

Naturally, where there is no jurisdiction, the Takeovers Panel would decline to conduct proceedings as there is no reasonable prospects that it could make a declaration of unacceptable circumstances.

Some are suggesting this is a move by MZ to ensure supply. Directors of IMA must act in the best interests of the company. Even if the spill resolutions were to succeed, the new directors could not bind the company to sell the concentrate at $2 a tonne to MZ and others.

The s249P statement will need to be compelling before I vote in favour of the proposed resolutions. IMA has been working to position itself for long term continued success. I don’t like the substantial holders attempting to install its preferred directors when it owns (combined) approx. 23% of the company- try 50%!

It is easy to imagine shareholders becoming despondent should share price games start, to flush out the weak holders. Share price weakness may be proffered as a reason to remove the current directors and install the proposed directors, as per the notice.

In terms of an investment strategy, I was thinking decent dividends will offset any upset at any relative share price weakness. That is, if the company was generating cash, which came back to shareholders, I could tolerate little share price appreciation.

I had a look at the MZ website, and it appears they were in care and maintenance for some time. It is unclear if they are currently producing concentrate.

An interesting time for IMA and all holders. Any insights will be appreciated.

GLTAH