Ann: Update on Right of First Refusal,MIN-PLS.AX, page-66

Through their statement that they must be given the right to offer first, MIN have indicated that their right as the rights holder is to make an offer before a third party hence a ROFO. I can see no legal issue with PLS signing GLC up given that the BOA has a clause that requires MIN to match the GLC offer or take the 2.5%. This is an out clause and if MIN matched the offer the BOA would unbind through the condition precedent not being met.

MIN can continue with this based on their interpretation of the word 'before', but at the end of the day they have been provided with the full agreement and have been given the option of matching, or exceeding the deal that PLS has agreed to with GLC.

I can't see how MIN can argue that they should be given the ROFR prior to signing, well I can but that argument is easily defeated, as until the agreement is signed there is no offer on foot for MIN to match as the rights holder. By signing the BOA, an offer comes on foot and can then be presented to MIN for consideration, they match or take their 2.5% and the process repeats until all the ore is accounted for.

Interestingly, and I have no doubt that Counsel would be all over this as well, the GAM announcement that they had agreed to sell the mine assets states:

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"Under the terms of the agreement, it is expected that MRL will take possession of substantially all of the Wodgina mining and infrastructure assets upon closing, while GAM will continue to retain its rights to the mine’s large tantalum mineral resource."

Of particular interest is the wording "substantially all of the Wodgina mining and infrastructure assets ..." This clearly raises the question of whether the ROFR falls within the definition of the "Wodgina mining and infrastructure assets". Again a play on words but at a point of law it can all come down to the meaning of what appears to be an innocuous word.

All IMO.