Ann: TOV: Bullseye Mining Limited 04 - Panel Receives Application, page-12

Second Complaint of Hongkong Xinhe International Investment Company Limited

According to today's announcement, "The applicant submits that the Emerald Supplementary Bidder’s Statement has material deficiencies, including (in summary) that:• it does not disclose the risk of the Emerald bid closing with Emerald having a relevant interest in less than 50% of the Bullseye shares (as a result of the Withdrawal Rights and/or cancellation of the Bullseye directors’ acceptances)or Emerald’s intentions should that occur including, in particular, whether Emerald would consider accepting the Xingao offer in those circumstances."

On 6 January 2022 EMR announced, "Offer Now Unconditional Emerald is pleased to announce that it has declared its Offer free from all the conditions in section 10.8 of Emerald’s Bidder’s Statement dated 8 December 2021(Bidder’s Statement). Accordingly, the Offer is now unconditional.Attached to this announcement is a formal notice under section 650F of the Corporations Act 2001 (Cth) (Corporations Act) freeing the Offer of the defeating conditions which has been provided to Bullseye." EMR attached a notice pursuant to s650F of the Corporations Act addressed to the Target.

In section of today's announced Supplementary Bidder's Statement, EMR states, "As announced on 6 January 2022, Emerald declared its Offer free from all the conditions in section 10.8 of Emerald’s Bidder’s Statement dated 8 December2021. Accordingly, the Offer is now unconditional."

In Section 5 of today's Supplementary Bidder's Statement, EMR states, "As at the date of this First Supplementary Bidder’s Statement, Emerald has a relevant interest in 55.87% of the 445,599,851 Bullseye shares currently on issue,comprisinga) 75,692,283 shares held directly by Emerald; and(b) 173,250,196 shares pursuant to acceptances of the Offer by Bullseye shareholders."

In section 6.5 of the Initial Bidder's Statement (8 December 2021), EMR stated, "Unless otherwise indicated, Emerald’s intentions if it acquires less than 50% of Bullseye Shares would be to request representation on the board (commensurate with its shareholding in Bullseye) and gain a more detailed understanding of all the businesses, assets and operations of Bullseye to evaluate performance,profitability and prospects of Bullseye to the greatest extent possible based on the information then available to Emerald."

So if there are withdrawal of acceptances below 50%, as possibly mooted by Hongkong Xinhe, then EMR would become a substantial holder of the Target.

It's not that hard!

As to your point beanpea, frivolous and vexatious have traditionally been used to describe a wide variety of circumstances in which a claim is found to be groundless, or lacking a legal basis or merit.