On 20 July 2021, the Deed Administrators received a DOCA...

On 20 July 2021, the Deed Administrators received a DOCA proposal from Savvy Capital
Management Pty Ltd as trustee for the Savvy Family Trust (“Proponent”) (“DOCA
Proposal”), a party related to the Company’s Director Randal Swick. Mr Swick is also a
major creditor and shareholder of the Company through interests either directly held or
held through related parties and Associates.
On 20 July 2021, the Deed Administrators issued a report to creditors of the Company
which, inter alia, provided details of the material terms of the Proponent’s DOCA Proposal,
the Deed Administrators’ opinion on whether it was in the interests of creditors to approve
resolutions to vary the DOCA to facilitate and give effect to the Proponent’s DOCA
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Proposal, and to provide creditors with notice of a meeting of creditors where resolutions
would be put to creditors of the Company to vary the DOCA.
On 28 July 2021, the creditors of the Company passed resolutions to vary the DOCA to
facilitate and give effect to the Proponent’s DOCA Proposal. The varied DOCA (“Varied
DOCA”) was executed on 6 August 2021.
Under the terms of the Varied DOCA, the Proponent has made a payment of $60,000 to
the Company to acquire all residual assets of the Company, excluding the Pyke Hill
Rights, which will be transferred to the CM Trust (as defined and detailed below). The
Company will apply these funds towards payment of all reasonable costs and expenses
incurred by the Company in giving effect to the Varied DOCA.

The purpose of the Varied DOCA is to restructure the Company's share capital. In
summary, on successful implementation of the Varied DOCA:
(a) the Company's capital will be restructured via the issuance of new shares (“New
Shares”) on the terms set out in Section 2;
(b) in consideration for the New Shares, the Proponent will cause a cash payment
of $500,000 (“Creditor Payment”) to be made to the Company;
(c) the remaining assets of the Company (i.e. the Pyke Hill Rights, the Creditor
Payment and any residual funds held in an account controlled by the Deed
Administrators) and undertaking will be transferred to a newly established
creditors’ and members’ trust (“CM Trust”) (the Deed Administrators will act as
trustees of the CM Trust (“Trustees”));
(d) the claims of creditors of the Company will be extinguished and discharged
against the Company, and transferred to claims against the CM Trust;
(e) Shareholders of the Company will also retain an equity interest in the Pyke Hill
Rights, via the transfer of their equitable interest to the CM Trust. Shareholders
will participate as a subordinate beneficiary of the CM Trust, receiving any
residual proceeds from the realisation of the Pyke Hill Rights by the Trustees,
once all creditors and administration costs are satisfied;
(f) the Varied DOCA will be effectuated and will terminate; and
(g) the Deed Administrators will remove the existing Directors and appoint new
Directors as directed by the Proponent, then return control of the Company to
the newly-appointed Directors and retire from their office as Deed
Administrators.
The Company anticipates that the Varied DOCA will be completed and fully effectuated
shortly after Shareholders approve the Resolution