Ann: Scheme Booklet registered with ASIC, page-11

6.5 Risks related to TMT if the Scheme does not proceed

If the Scheme does not proceed, TMT will continue as a standalone entity and TMT
Shareholders will retain their TMT Shares. In these circumstances TMT may be subject to the
following risks:

(a) TMT Shareholders will not receive the Scheme Consideration
If the Scheme is not implemented, TMT Shareholders will retain their TMT Shares and
will not receive the Scheme Consideration. If the Scheme is not implemented, TMT
would remain listed on ASX and would continue to operate its business. In those
circumstances, TMT Shareholders will continue to be exposed to the risks and
benefits of owning TMT Shares.
(b) If the Scheme does not proceed, the price of a TMT Share may fall below its recent
trading price, in the absence of a Superior Proposal
The market price of a company's publicly traded securities is affected by many
variables, some of which are not directly related to the company.
TMT’s Share price could result from national and global economic and financial
conditions, the market's response to the Scheme, changes in vanadium commodity
prices, market perceptions of TMT, regulatory changes affecting TMT’s operations,
variations in TMT’s operating results and liquidity of financial markets. In recent
years, the securities markets have experienced a high level of price and volume
volatility, and the market price of securities of many companies has experienced wide
fluctuations which have not necessarily been related to the operating performance,
underlying asset values or prospects of such companies. There can be no assurance
that such fluctuations will not affect the price of TMT Shares in the future if the
Scheme does not proceed.
If the Scheme is not approved and no Superior Proposal emerges it is likely that the
trading price of TMT Shares will fall to below the level at which it has been trading
since the Scheme was announced(although this is difficult to predict with any degree
of certainty).

(c) Transaction costs will be incurred
If the Scheme is not implemented, TMT’s transactions costs will be borne by TMT
alone, subject to any offset by way of break fee payment from AVL (if applicable).
TMT may also be required to pay a break fee to AVL, depending on the circumstances
in which the Scheme does not proceed.
(d) Availability of funding
TMT has a limited cash balance. TMT’s capital requirements depend on numerous
factors. Any additional equity financing will dilute shareholdings, and debt financing,
if available, may involve restrictions on financing and operating activities. If TMT is
unable to obtain additional financing as needed, it may be required to reduce the
scope of its operations and scale back its work programmes as the case may be.
There is however no guarantee that TMT will be able to secure any additional funding
or be able to secure funding on terms favourable to TMT.
(e) Lack of Shareholder support
Based on engagement to date, the TMT Directors have formed the view that major
shareholder, RCF, along with other institutional shareholders, may no longer be willing
to contribute to further equity funding initiatives in the event the Scheme does not
proceed and TMT remains a standalone entity.



This whole thing reads like a schoolyard bully after your lunch money.

I gave up counting 'TMT board unanimously recommend...' by page 6.


I will apologise though - Yarrabubba is not included in the EPA app - as TMT cannot get access through AVL tenements - but of course, if we "merge" AVL will graciously change their mind.