Milestone Shares You would like ASX’s query letter to be...

Milestone Shares
You would like ASX’s query letter to be released to the market and would like further details about how the change of control arose for Milestone 1.
Has ASX also requested an explanation about how Milestone 3 (and therefore Milestone 2) was satisfied? Why were these shares issued prior to the joint venture being formalised?

ASX Response
ASX queried LWP in writing, asking it to explain the basis on which it considered Milestones 1 and 3 to be satisfied (noting that Milestone 2 is automatically satisfied if Milestone 3 is met).
LWP’s response around Milestone 1 indicated that Milestone 1 was deemed to be satisfied in the event that there was a change of control of LWP and that a change of control occurred on 6 March 2015 when 3 LWP directors resigned and 2 new directors were appointed. LWP also sought legal advice in relation to this point. This accords with the announcement made by LWP on 24 March 2015 (then Coretrack Limited) which states “With recent changes to the Board of Coretrack, Coretrack has been advised by the Key Vendors that it was considered that Milestone 1 under the Option is deemed to have been satisfied…”
With Milestone 3, although being a Heads of Agreement (HOA), the HOA is expressed to be binding. LWP considered the execution of a binding HOA satisfied Milestone 3, notwithstanding that some aspects of the joint venture arrangement were still to be finalised. This appeared to be consistent with the tone of LWP’s announcement of 20 July 2015 and ASX did not require anything further to be released to the market in relation to this.
ASX considered that the market would benefit from the additional explanation around how Milestone 1 had been satisfied and LWP released a clarification on 20 January 2017. This contains all the pertinent information relating to ASX’s query and LWP’s response (including the explanation as to how the change of control arose), so releasing ASX’s query letter and LWP’s response would be of limited utility to the market.

My response
My point was that change of directors did not necessarily indicate change of control, the company should have explained how the underlying share ownership had changed which is the ultimate test of a change of control.

In respect of Milestone 3, notwithstanding the ASX response I don't consider milestone 3 satisfied given that there are still pre-conditions to the agreement which have not been met (as per the half year accounts) and therefore the agreement is still not in effect and does not operate.
Once again I think they just relied on response from the company. Not sure how the agreement can be considered binding if the other party can simply decide not to meet the pre-conditions to the agreement and then it falls over.