I am extremely concerned by the terms of the Hartree offer, page-3

Hartree has twoshareholders, Hartree International Holdings Limited and Pascal Larouche, with HartreeInternational Holdings Limited being a wholly owned subsidiary of HartreePartners. Pascal Larouche is a Swiss-based commodities trader with a CV thatincludes Transamine and Xtrata. Hartree Partners is in turn owned by its managementand Oaktree Capital Management, which has a market cap of US $7.9 billion. Inturn, Oaktree’s major shareholder is Brookfield Corp, which has a market cap ofUS$57 billion.

https://www.hartreepartners.com/

If this makes us shareholders in MYL feel insignificant it’s because we are. Hartree has virtually unlimited access to capital, be assured they will not be returning to the ASX to raise funds for Avebury which would dilute their position. In fact the opposite is likely: further injection of funds at terms dictated by Hartree and NOT FAIR to other shareholders would soon DILUTE OUR POSITION.

There are red flags all through the NOM. Listen to what they are saying, they cannot make it any clearer than this. Regarding a potential for re-listing, Section2.6 says “A stock exchange listing of the Company may be less likely if Hartree, its Affiliates and their respective Associates hold a 55.35% interest in the Company and any control transaction under which a third party seeks to acquire a controlling interest in the Company will be unable to be completed without Hartree’s agreement or acceptance.”

What are our chances for re-listing given that it would only benefit other shareholders? Be assured, Hartree does not have other shareholder’s interest at heart:

-The independent expert has determined the terms of their new shares are NOT FAIR to existing shareholders. Can it be any clearer?

Additionally:

-Anti-dilution clause protects Hartree- section 1.4 of the NOM

-MYL is blocked from seeking alternative funding until after the EGM (section 2.18)

-Shareholders are effectively ceding control of the Company (at a shareholding level) for nil consideration (section 2.21).

The NOM literally says “you may disagree with recommendation from the Independent Expert.”

Well, I do. If MYL were already listed I would see it differently, but I think it is NOTREASONABLE to vote for ceding control given that we are not listed, and will most likely never relist, which means we have no way of getting our money out. Just face it, we would soon be diluted to nothing if we let Hartree make all the decisions. It is NOT REASONABLE to vote for a total loss of one’s investment.

I understand that when faced with losing 100% it is tempting to turn the other way and hope that everything will be okay. Unfortunately, this is not a Hollywood movie, there will be no happy ending if Hartree gets control.

This vote is the last chance to prevent a total loss. Vote wisely.