What are people's thoughts? My main beef with this arrangement...

What are people's thoughts?

My main beef with this arrangement in (k) is that the restructure assumes BB is going from 50% to 21% which is not the case. If the original JV is 50/50, both lose equity due to the 10% divestment to 5% to employees and 5% to host communities. That dilutes both BB and MRCR to 90% or 45% each. So the reduction is really actually from 45% to 21%. If, they continue to assert that it is a drop from 50% to 21%, then that is not a 50/50 JV, and MRCR bears the full dilution of 10% for the other parties.

Other things:
- I don't get why they did 21% instead of 20% which was the Charter recommendations.
- If they are trying to be fair and accurate, why do we extinguish ZAR8.25m loan owed to us but yet repays ZAR15m loan to BB
- Few mil ZAR for some charity office setups

The consideration for the reduction of Blue Bantry’s interests in MSR from 50% to 21% includes:
• Preference shares in MSR will be cancelled without payment to MRCR. It should be noted
that this extinguishes a ZAR8.25 million loan;
• The Recoverable Interest methodology has been retroactively applied to MSR from
inception to 30 June 2022. The calculation reflects the cash flows of MSR each financial
year from the audited financial accounts to determine the Recoverable Interest owing by
Blue Bantry to MRCR. Based on the audited accounts MRCR has contributed ZAR499.4
million to Tormin since inception due to MSR being unable to support the required cash
flows internally, meaning cumulative carry forward loans with an expected recovery from
shareholders of ZAR473.8 million, net of ZAR25.6 million in MSR cash (unspent
expenditure) as at 30 June 2022 (being R236.9 million owing by Blue Bantry). After
recognition of dividend flows back to MRCR and dividend flows that could have been paid
since inception to Blue Bantry, in the form of 11.3 million MRC Shares (being the BB
Shares), Blue Bantry would have had a Recoverable Interest owing to MRCR, calculated
at ZAR78.5 million as at 30 June 2022, based on Blue Bantry’s 50% share in MSR. After
the redistribution of Blue Bantry’s interest to 21%, the carried forward balance owing to
MRCR by Blue Bantry will be reduced from ZAR78.5 million to ZAR33.0 million (21%/50%
x 78.5 million);
• MRCR repays other Blue Bantry loans of ZAR14.24 million and ZAR0.9 million;
• A one-off payment to Blue Bantry of ZAR3.0 million for office setup and to support the
initial development of Blue Bantry as an independent company, which includes ZAR1.0
million for business development (where MSR has first right of refusal); and
• MRC agrees to support meaningful participation of Blue Bantry in procurement and
development of Blue Bantry’s mining management skills, via a formal development plan.