There is A LOT to unpack in that entire sorry saga of the Con-notes.It’s hard to comments on the legality and/or appropriateness of theactions of the Note Holder that might or might not have been clearly defined inthe CN Deed. However, for a non-lawyer bystander, it seems that bybreaching condition c) of the “Eventsof Default” as defined by the CN Deed AAU was in DEFAULT not later than on Monday 13/05/24. Ithas happened by having VWAP of its shares ranging between $0.0145...$0.098(that is BELOW the predefined limitof $0.015 over the period of 10 trading days (between 30/04/2024 and13/05/2024. Note also that VWAP has remained below the $0.015 ever since.
Whether or not such a technical breachgave the Note Holder rights to “convert” ANY of the AAU shares (provided to theNote Holder as a security) and trade the stock would be for lawyers todetermine. I have no doubt that they would be more than happy to do sucha determination for a fee,but I also suspect that to cover it we would need an additional CR.
It would however be very interesting to know the mechanism by which the“security shares” were provided to the Note Holder in the first place:
·Werethey issued in the Note Holder’s name?
·Wasthere any trustee-like or proxy-holder arrangement involved
Whateverthat mechanism was, it (evidently) gave the Note Holder ability to trade the“security shares” without any "conversion" or seeking any consentfrom the AAU.
Also: have, prior to taking any actions concerning the security shares,the Note Holder issued AAU with the notice of a “material breach of anyprovisions in the Convertible Note Deed”, as stipulated by the clause a) of the “Events of Default"?
- If not it looks like any and all dealings in the “security shares” were unlawful
- If yes, but the response of AAU was either delayed or inadequate, shouldn’t it be considered as a price‑sensitive information that AAU should have had reported to the market in a timely manner?
Moreover:considering the sheer number of shares involved (in aggregate: well above areportable 5% threshold) how come the up-to-date changes in holding of AAUshares by the Note Holder (either directly or via some proxy) in the entire periodbetween 01/03/24 and now were never reported to the ASX?
If it all sounds rather murky and messy it does so,because it is. I am looking forward to a new CR to fund a long andsuper-interesting lawyers’ picnic. Perhaps our friendly lawyers assistingAAU with the “Arbitration Award” might be interested?
(20min delay)