MOU Execution

MOU was voted in favour on 12th January 2015

IMO, it is important to discuss all aspects of mou as you can rest assured the market will....


Asset Sale Agreement
The material terms of the Asset Sale Agreement for the acquisition of the Assets
by the Company (Acquisition) are summarised below:
(a) (Conditions Precedent): The Acquisition is conditional upon:
(i) the Company completing a legal and financial due diligence
on the Assets within 14 days of executing the Asset Sale
Agreement;
(ii) SPM obtaining all necessary approvals or consents to allow SPM
to lawfully complete the transactions the subject of the Asset
Sale Agreement;
(iii) SPM and the Company obtaining all necessary approvals or
consents required for the assignment of the Contracts;
(iv) the Company obtaining all necessary approvals required by the
Corporations Act, the ASX Listing Rules or any other law to allow
the Company to lawfully complete the Acquisition;
(v) SPM procuring the removal of any caveats lodged over or in
respect of the Tenements or the consent of the caveator to the
Acquisition;
(vi) the Company, SPM and SPII receiving approval from the
Foreign Investments Review Board in respect of the Acquisition;
and
(vii) SPM procuring, to the satisfaction of the Company, the full and
final release of all liabilities in respect of the Assets, other than
the liabilities to be assumed by the Company.​

ASX Listing Rule 10.1 (regarding interest in csd of 79.51%)
ASX Listing Rule 10 deals with transactions between an entity (or any of its
subsidiaries) and persons in a position to influence the entity.
ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not
acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a
substantial holder, if the person and the person’s associates have a relevant
interest, or had a relevant interest at any time in the 6 months before the
transaction, in at least 10% of the total votes attached to the voting securities, or
a related party.
The ASX Listing Rules provide that an asset is substantial if the value of the
consideration to be paid for the asset is 5% or more of the equity interests of the
listed entity as set out in the latest accounts given to ASX. SPII is currently the
registered holder of 25.42% of the Company’s issued share capital. As a result of
SPII controlling SPM, SPM is deemed to have an equivalent voting power in the
Company.
The ASX Listing Rules provide that, in relation to a body corporate, “related
party” has the meaning set out in Section 228 of the Corporations Act. Section
228(4) of the Corporations Act provides that an entity controlled by a related
party (which includes a director of a public company) is a related party.
Given that Mr Tong is a director of the Company, and also controls SPII:
(a) SPII is a related party of the Company by virtue of Si He Tong controlling
SPII; and
(b) SPM is a related party of the Company by virtue of SPII controlling SPM.
For the reasons set out above, the Company is required to seek approval under​

Listing Rule 10.1 for the acquisition of the Assets from SPM.