The capital raising for ongoing development may well squeeze...

The capital raising for ongoing development may well squeeze past investigation with just a wrap on the knuckles but I believe the point I made previously being.

It is my opinion that the company has manipulated the timing of the release of this announcement to push notification past the EGM date and in effect force their will by voting power on the shareholders. I believe this to be “OPPRESSIVE CONDUCT OF AFFAIRS”

May well have been a serious issue as they “appear to have approved the issue of shares and options to Mr. Sigalla on the day of his “Resignation”

FROM THE ANNOUNCEMENT
2 June 2009
Appointment of Director and new Chairman

……………..The Board has again sought the advice by John Egan and Associates in respect of the Employment Contract termination consideration.

John Egan and Associates must have been very quick with a reply and I’m sure any correspondence with them and TZL would be obtainable for court to show what when and by whom the decisions for a benefit for Mr. Sigalla was requested.

Of course it could all be above board but from the hearsay and rumors
It would appear that either Sigalla helped decide his own Golden Parachute or that it was first order of business for Mr. Casey.

Now the fact that this announcement was held back until it 28 days before the EGM would cause some serious implications for a company but further to this there may also be another issue


CORPORATIONS ACT 2001 - SECT 200B
Retirement benefits generally need membership approval
Benefits in connection with retirement from board or managerial office
(1) The following must not give a person a benefit in connection with that person's, or someone else's, retirement from a board or managerial office in a company, or a related body corporate, without member approval under section 200E:
(a) the company;
(b) an associate of the company (other than a body corporate that is related to the company and is itself a company);
(c) a prescribed superannuation fund in relation to the company.


CORPORATIONS ACT 2001 - SECT 200E
Approval by members
(1) If section 200B or 200C requires member approval for giving a person a benefit, it must be approved by a resolution passed at a general meeting of:
(a) the company; and
(b) if the company is a subsidiary of a listed domestic corporation--the listed corporation; and
(c) if the company has a holding company that:
(i) is a domestic corporation that is not listed; and
(ii) is not itself a subsidiary of a domestic corporation--the holding company.
(2) Details of the benefit must be set out in, or accompany, the notice of the meeting at which the resolution is to be considered. The details must include:
(a) if the proposed benefit is a payment:
(i) the amount of the payment; or
(ii) if that amount cannot be ascertained at the time of the disclosure--the manner in which that amount is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount; and
(b) otherwise:
(i) the money value of the proposed prescribed benefit; or
(ii) if that value cannot be ascertained at the time of the disclosure--the manner in which that value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that value.
These requirements are in addition to, and not in derogation of, any other law that requires disclosure to be made with respect to giving or receiving a benefit.
(3) The approval extends to the giving of another benefit to the person if:
(a) the other benefit is given to the person instead of the proposed benefit; and
(b) the amount or money value of the benefit is less than the amount or money value of the proposed benefit.
(4) The approval does not relieve a director of a body corporate from any duty to the body corporate (whether under section 180, 181, 182, 183 or 184 or otherwise and whether of a fiduciary nature or not) in connection with the giving of the benefit.
…………………….
AS FOR THE 1,000,000 shares and 1,000,000 options that have been placed with a known associate of Mr. Sigalla and Mr. Falconer
I think it is of extreme importance that the EGM be chaired by an independent party so that the voting power of the 1,000,000 shares and 1,00,000 options is voided for the purpose of the EGM.


CORPORATIONS ACT 2001 - SECT 253G
Objections to a right to vote
A challenge to a right to vote at a meeting of members of a registered scheme:
(a) may only be made at the meeting; and
(b) must be determined by the chair, whose decision is final.


CORPORATIONS ACT 2001 - SECT 249U
Chairing meetings of members (replaceable rule--see section 135)
(1) The directors may elect an individual to chair meetings of the company's members.
(2) The directors at a meeting of the company's members must elect an individual present to chair the meeting (or part of it) if an individual has not already been elected by the directors to chair it or, having been elected, is not available to chair it, or declines to act, for the meeting (or part of the meeting).
(3) The members at a meeting of the company's members must elect a member present to chair the meeting (or part of it) if:
(a) a chair has not previously been elected by the directors to chair the meeting; or
(b) a previously elected chair is not available, or declines to act, for the meeting (or part of the meeting).
(4) The chair must adjourn a meeting of the company's members if the members present with a majority of votes at the meeting agree or direct that the chair must do so.