Ann: Update on Right of First Refusal,MIN-PLS.AX, page-395

@ozblue it is interesting that the MOU is considered 'binding' as a true MOU is not legally binding on the parties. Given the information that this forms part of the "bells and whistles" of the BOA, it is easily arguable that the plant goes to the root of the BOA and actually forms a significant component of the BOA. If this is the case this is likely to have ruffled some MIN feathers as they would have been well into negotiations with NMT to MOU their own JV and this may well have come out of left field for them.

Not sure what is meant by PLS wanting the ROFR to themselves, the only way they could achieve this would be to purchase the Wodgina assets through a third party - this could have been the rationale for the participation by directors in the SFI capital raising to gain control of SFI and backdoor through a shell into Wodgina. Something did go awry with the move because the substantial holding was reduced when things went awry. This approach would have seen the new 'owner' gain the ROFR rights and essentially if my thinking is correct and this is what they were planning, PLS could ultimately have become the 'owner' and the rights holder, albeit in a round about way. Once the third party had the rights, there would be little stopping them on selling to PLS.

MIN have no right to challenge the pricing mechanism, they must match or take royalty. They cannot set the price that PLS takes from a third party. MIN want to set the price, they have to offer a price and see if they get a bite. This would require them to make an offer to buy concentrate and this would be a separate agreement. Courts can actually find a litigant as being vexatious and prevent them from pursing actions through the Courts. There is also a requirement for the legal practitioner running the matter to believe that a matter has a reasonable prospect of being successful, there are penalties fore legal practitioner if they consistently put matters before the court with little or no chance of success.

MIN may have been distracted by the RORF and their own purchase of Wodgina, along with their interest in the NMT MOU and not seen this coming. Also quite feasible that the PLS/DKO discussions were discreet to the point that no one outside of a small inner circle in both companies were aware of what was being proposed in order to prevent any chance of a leak and hence a third party coming in and causing a loss of the sale.

All IMO.