ln metals "life of mine" off take agreement, page-10

Have been looking through ASX chapter 7 - Listing Rules - Changes in Capital and New Issues - pertaining to issue of shares (through conversion of notes). Quite complex but I think shareholder approval will be required. Exceptions apply when mergers through schemes of arrangement are in place and unconditional takeovers but I don't think asset sale arrangements will negate the shareholders right to approve such large share issues to third parties that are not available pro-rata to other shareholders as well.

So what if PHR management are proposing to "gift" up to 19.9% of shares to SLR at first 18 cents then 11 cents when they are in the process of offering to buy the company for under $20m (at approx 28 cents a share (less currently relative to their current share price) as SLR shares). I means essentially they are going to sell themselves (as PRH shareholders)their own SLR shares and make a significant unrealised capital gain in doing so?

As I said I am not 100% sure of the specific technicalities regarding the reqirement in this case to approve the issue of new shares to SLR via the convertible notes. I guess Les and Jason know the ins and outs a lot better than I do. I note however with a lot of other companies conversion of notes (when greater than 15% within a 12 month period) has required shareholder approval.

I guess we will see when the notice of meeting is issued.

SBL - I think you may find that by the time the meeting is held shareholders will have a suitable alternative proposal on the table to recapitalise PRH and sack the current board and management(just a hunch and maybe wishful thinking only). Certainly if there is not, even I will vote yes and good luck to you!