Calm down Fredo. BMM is eligible to participate in the RI Offer....

Calm down Fredo. BMM is eligible to participate in the RI Offer.

Firstly, the Convertible Note and Share Sale Agreement with Jefferies (annexed to the Form 603 of 17/08/18) clearly shows Black Mountain Metals Pty. Ltd. as the Buyer (i.e. the Australian registered* subsidiary of BMM, LLC). BMM Pty Ltd will not be precluded from participating by virtue of not having a registered address in Australia.
(*ACN 627 715 735. Level 9, 40 The Esplanade, Perth, WA 6000.)

What was interesting, I thought, was the question of whether their current beneficial interest under the share sale agreement with JB conferred on them (BMM) the right participate in the RI.

The issue here was that, unless they rushed through an early settlement, the Completion Date for that CN and share sale is due on Sat 15/09 (being 16/08 plus 30 days) - more likely the next business day (Mon 17/09). However, the Record Date (i.e. the date for determining Entitlements under this RI) was yesterday (29/08). Are BMM able to be recorded as the registered owner of it's freshly purchased shares JB on the Record Date prior to the Completion Date of the sale agreement? Unlikely, I thought. Before getting too excited with the prospect that BMM might be shut out of the entire Offer, however, The Corporations Act might have something to say about this, which might act to confer BMM the same rights to participate in the Offer (i.e. as a beneficial owner under an unconditional contract to purchase shares which has not yet settled). Time to head down the Corporations Act rabbit hole...

I got about about 5 metres... and then it dawned on me....

The Prospectus (Note 4 to the top table on p. 5) clearly talks in terms that suggests BMM will have an Entitlement (defined as a right to participate in the RI).

And the hounds were then called off for another day...