Ann: Letter to Shareholders - Mining Green Metals Public Offer, page-3

So over coffee this morning I just wanted to quickly have a look at this Mining Green Metals deal. I still have a few shares in that dog BYH so had a tiny bit of motivation. Forgetting the whole AVL & BYH shareholders buying in to their own projects debate, which is troubling (but not at all surprising) at best, I was just curious if anyone else will benefit from this move, without reaching into their own pocket of course, and on top of what they're already getting in the same office. Call me old school, but I tend to find that if someone in a deal is willing to actually have some hurt money on the table, I look a bit closer. If not, I laugh and throw it in the bin. I skimmed through the document just now and have copied below where I believe the explanation to all this is. Can anyone please chime in here and let me know your take Thanks!!

What benefits
are being paid to
the Directors?
The Company has entered into the following consultancy
services agreements and letters of appointment with the
Directors or entities controlled by each of the Directors:
a) Letter of appointment with Ian Stuart dated 4 June
2022 and a Consultancy Services Agreement dated
4 June 2022 with Mr Stuart and Eclectricity Pty Ltd
(entity controlled by Ian Stuart)
b) Letter of appointment with Luke Innes dated 1 June
2022 and a Consultancy Services Agreement dated
1 June 2022 with Mr Innes and The Luke Innes
Services Trust (entity controlled by Luke Innes)
c) Letter of appointment with Brenton Lewis dated 1
June 2022
d) Letter of appointment with Vincent Algar dated 1
June 2022 - under which Vincent Algar is appointed
a Non-Executive Director of the Company
commencing on and from ASX Listing of the
Company
Under the Letters of appointment and / or the
consultancy services agreements, the Directors are (on
and from successful ASX Listing of the Company) each
entitled to the following annual remuneration:
e) Ian Stuart - $220,000
f) Luke Innes $60,000
g) Brenton Lewis $40,000
h) Vincent Algar $40,000

Section 9.3
and 9.5
What are the
Directors’ and
Key
Management
Personnel’s
interests in the
Company?
As at the date of this Prospectus, no Director or any Key
Management Personnel holds any Securities in the
Company.
It is noted that completion of the Offer and upon ASX
Listing of the Company, the Directors and Key
Management Personnel may be issued Securities in the
Company (including for example under the Company’s
Employee Incentive Plan, which is outlined in Section
14.3).
The Directors and Key Management Personnel may also
participate in the General Offer on the same basis as all
other applicants. A Director or Key Management
Personnel will not receive any priority over any other
applicants.

It is noted that Ian Stuart (Managing Director and Chief
Executive Officer of the Company) is also a Director of the
Vendors under the BYH Option Agreement (being Bryah
Resources Limited) and the WCM Option Agreement
(being West Coast Minerals Pty Ltd, a wholly owned
subsidiary of Bryah Resources Limited). In this respect,
the Company is comfortable that Ian’s conflict of interest
was appropriately and adequately managed.
It is also noted that Mr Stuart provides geological and
corporate consulting services to Australian Vanadium
Limited and its subsidiary VSUN Pty Ltd on commercial
terms in relation to the Australian Vanadium Project. No
geological and corporate consulting services have been
provided by Mr Stuart to Australian Vanadium Limited in
relation to the Nowthanna Hill Project or the Coates
Project.
Vincent Algar (Proposed Non-Executive Director of the
Company) is also a Director of the Vendor under the AVL
Option Agreement (being Australian Vanadium Limited).
Mr Algar did not attend any Board meetings at which the
terms of the AVL Option Agreement were discussed.
It is also noted that the following Directors and Officers of
the Company hold the following interests in the Vendors
under the Option Agreements by which the Company will
be granted options to acquire the Projects:
Ian Stuart 3,100,000 ordinary fully paid
shares in BYH (held directly and
indirectly by Mr Stuart) and
3,000,000 performance rights in
BYH (such performance rights vest
based on the performance of BYH’s
share price).
400,000 Shares in AVL (held
indirectly by Mr Stuart).
Luke Innes Indirectly 3,600,000 ordinary fully
paid shares in BYH.
Brenton Lewis 11,028,600 ordinary fully paid
shares directly in AVL
Vincent Algar 54,400,000 ordinary fully paid
shares directly in AVL and indirectly
1,266,436 fully paid ordinary
shares in AVL
Matthew
Edmondson
Nil.

As at the date of this Prospectus, only Woolmaton Pty Ltd
(WPL) holds 5% or more of the Shares on issue in the
Company (on a diluted and undiluted basis):
WPL(1) Percentage
(undiluted)
(2)
Percentage
(diluted) (2)
Shares 4,000,000 44.44% 44.44%
Notes:
(1) WPL holds 4,000,000 Shares (issued on incorporation at $0.0001
per Share. See Section 7.2 for details and background of WPL.
(2) Total Shares on issue as at the date of this Prospectus is
9,000,000 (undiluted and diluted).
Who will the
substantial
shareholders
of the
Company be?
As set out below, the Vendors and Woolmaton Pty Ltd are
expected to hold 5% or more of the Shares on issue upon
completion of the Offer and ASX Listing on an undiluted
and diluted basis (subject to completion occurring under
each of the Option Agreements).
The table below assumes that no Vendor or existing
significant Shareholder (including Woolmaton Pty Ltd)
subscribes for and is allotted additional Shares pursuant
to the Offer.
Substantial Shareholders of the Company
Australian
Vanadium Limited (1)
(3)
Percentage
(undiluted)(5)
Percentage
(diluted)(6)
Shares 5,000,000 11.24% 8.58%
Bryah Resources
Limited (BYH) (and
West Coast Minerals
Pty Ltd (WCM), a
wholly owned
subsidiary of BYH)
(2) (3)
Percentage
(undiluted)(5)
Percentage
(diluted)(6)
Shares 5,000,000 11.24% 8.58%
Woolmaton Pty
Ltd(4)
Percentage
(undiluted)(5)
Percentage
(diluted)(6)
Shares 4,000,000 8.99% 6.87%
Notes:
(1) As part of the consideration payable by the Company for
acquiring the Coates Project and the Nowthanna Hill Project
(under the AVL Option Agreement), the Company will issue
5,000,000 Shares to Australian Vanadium Limited (at completion
under the AVL Option Agreement).
(2) As consideration for acquiring an initial 70% interest in the Lake
Johnston Project (under the BYH Option Agreement and the
WCM Option Agreement) the Company will issue 2,500,000
Section
7.15
3530
Item Summary Further
Information
Shares to BYH (at completion under the BYH Option Agreement)
and 2,500,000 Shares to WCM (at completion under the WCM
Option Agreement). WCM is a wholly owned subsidiary of BYH.
(3) Completion of the Offer is conditional on completion occurring
under each of the Option Agreements (which, as per Notes 1-2
above, requires the issuing of 10,000,000 Shares to the Vendors).
(4) Woolmaton Pty Ltd (WPL) holds 4,000,000 Shares (issued on
incorporation at $0.0001 per Share). See Section 7.2 for details
and background of WPL.
(5) Total Shares on issue after completion of the Offers and ASX
Listing on an undiluted basis will be 44,500,000.
(6) Total Shares on issue after completion of the Offers and ASX
Listing on a fully diluted basis will be 58,250,000.
.
The Company will announce to the ASX details of its top
20 Shareholders after completion of the Offer and prior to
the Shares commencing trading on the ASX.
6. Financial Information
What is the
Company’s
financial
position?
Having been incorporated on 29 October 2021, the
Company does not have any operating history on which
an evaluation of its prospects can be made and has
limited historical financial performance. The Company
will only commence its own detailed exploration activities
at the Projects once it has been admitted to the Official
List. Accordingly, the Company is not able to disclose any
key financial ratios.
Historical financial information of the Company and pro
forma historical financial information of the Company is
included in the Independent Limited Assurance Report
contained in Section 11. Potential investors should read
the Independent Limited Assurance Report in full.
The audited financial statements for the Company for the
period from incorporation to 31 December 2022 were
signed on 24 February 2023. The Company will give a
copy of these statements to any person who requests one
during the Offer period, free of charge.
Section 11
What is the
financial outlook
for the
Company?
Given the current status of the Projects and the highly
speculative nature of the Company’s business, the
Directors do not consider it appropriate to forecast future
earnings.
Any forecast or projection information would contain such
a broad range of potential outcomes and possibilities that
it is not possible to prepare a reliable best estimate
forecast or projection on a reasonable basis.