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Update 29 - Interesting news

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    Good afternoon,

    As we enter Week 6, I reiterate my disappointment that current management is continuing to delay the transition process. Shareholders, small and large, have spoken. It is the best interests of the company for the new era to commence.

    Given that current management has not engaged with the Change team, and continues to protract the transition process, I have decided to publish material today that will be of concern to all Members.

    It provides a further example of the crisis of governance at TNG Limited.

    By way of reminder, theMembers Statementthat was served back on July 20 focused extensively on governance, noting that:

    The Shareholders are taking these steps to ensure the Board has improved independence and alignment, and augmented with expertise, in order to deliver better outcomes for all stakeholders. A clean transition from the micro-board structure that is currently in place necessitates the removal of both the current Chairman and Managing Director.

    TNG & NT EPAThe starting point is Darwin. The Members' Statement highlighted the:

    Failure to manage the environmental approval outcome in Darwin. A material amount of capital was deployed over many years into studies and consultants, causing significant dilution to all shareholders. Significant risks persist in the environmental approval process for the integrated operation at the Mount Peake mine site.

    Here is a timeline, with relevant hyperlinks:

    TNG & NT EPA: Timeline

    DateTimelineSource
    1-Feb-21EIS Supplement submitted to the NT EPALink
    24-Mar-21Notice of public review periodLink
    19-Apr-21End of public review periodLink
    20-May-21Direction to Provide Additional InformationLink
    25-May-21Meeting between PB/JE and NT EPALink
    27-May-21Further update on NT EPA's DirectionLink
    29-May-21ABC article: 'surprised and furious'Link
    27-Jun-21TNG updateLink
    14-Jul-21TNG updateLink
    30-Sep-21Announcement of strategic pivot to mine siteLink

    I draw your attention to the company release of27 May 2021, authorised on behalf of the Board by Mr Burton, where 23 items were specified as “Additional Information Requested”. Current management then decided to add comments on each, with 11 items specified as “unexpected new request”. Further, one item was referred to as a “reasonable request”, implying that everything else the NT EPA sought was not reasonable.

    In all the due diligence I have conducted on TNG, this document is unsurpassed in its commercial and cultural ineptitude.

    The Chair of the NT EPA, Dr Paul Vogel, responded on29 May 2021, with an interview with the ABC. This was a highly unusual step, and served as the most public of rebukes against current management.

    The language was strident: “furious”, “lashed”, “incorrect and potentially misleading”. He added: "I have never seen anything like it," and “I was mightily surprised to see the ASX announcement which lays the fault right at EPA's door — I totally reject that proposition”.

    The resulting fallout was significant for Shareholders and for the project. The strategic pivot announced in September 2021 away from Darwin and to the mine site brings its own challenges.

    It will require deep, ongoing and culturally sensitive engagement in the Northern Territory to address these challenges. This is what I will bring to the company.

    Mr Burton and VangoldWhile the catalogue above is well known, most Shareholders will be unaware that Mr Burton was concurrently embroiled in a controversy in Vanuatu involving a gold and copper prospecting company.

    The company is called Vangold Limited. It was incorporated in Vanuatu on 23 September 2020.

    Vangold has only one shareholder, Mr John Benger.

    Mr Burton was appointed as a director of Vangold on 22 December 2020. According to theVanuatu Financial Services Commission, and attached below, he is still a Director of the company.

    Mr Benger also owns an exploration licence in the Northern Territory (EL31896), an area through which the proposed haulage path from Mount Peake runs. The relevant registry search is attached, along with a tenement map. In aFirst and Final reportheld by Geoscience NT, there is reference to “Calcite Marble to be used for the purpose of Acid Mitigation of the Mt. Peake Magnetite tailings”, (in reference to EL31699), along with “the advantage of being located alongside of the haul road from the Mt. Peake mine site to the rail line” (or EL31896, the exploration licence currently held by Mr Benger).

    On 13 March 2021, during the same critical period for TNG’s environmental permissionings in Darwin, the Vanuatu Daily Postpublished an article, titled “Malekula communities to object gold and copper prospecting application”.

    In this article the author includes an image of a Prospecting License Application Notice that sought public comment to the Commissioner of Mines with an expiry of 26 March 2021.

    The author notes that community members were “rallying to write” and that they “were reportedly surprised to see the prospecting license application notice issued by the Commissioner of Mines as they have not been consulted on the prospecting activity”.

    Mr Burton and Mr Benger are then named.

    The author concludes by highlighting “the concern from community members in the area of prospect is that Mount Wingtar is a watershed area that supplies all the water to streams around the northern part of Malekula”.

    There has been no relevant media since, and the status of the application notice is unknown as the Commission of Mines has not commented.

    Renewed call for resignationsAs a Shareholder of TNG, I hold serious concerns regarding the above matters.

    It is public record that:

    1. Mr Benger and Mr Burton are both directors of Vangold;

    2. Mr Benger is the sole shareholder of Vangold;

    3. Mr Benger holds EL31896, an exploration licence for an area near Mount Peake;

    4. There are community concerns about proposed prospecting by Vangold in Vanuatu, including its environmental implications;

    5. The timing of the proposed prospecting activity occurred at a critical period for TNG’s environmental permissionings in Darwin,

    The questions Shareholders will be concerned with include:

    • What is the commercial relationship between Mr Benger and TNG, if any?

    • What compensation is Mr Burton deriving from Vangold in his role as a Director?

    • What steps did the Board take in conducting due diligence regarding Mr Benger, Mr Burton and Vangold, and in addressing any actual or perceived conflicts of interest?

    • Why did Mr Burton accede to his role as Director at Vangold at a critical time for environmental permissionings for TNG?

    • What is the status of Vangold’s prospecting in Vanuatu, and why is Mr Burton still a Director at Vangold?

    It is fundamental in Australia that Directors:

    1. Act in good faith in the best interests of the company;

    2. Exercise their powers and discharge their duties for a proper purpose;

    3. Act with reasonable care and diligence;

    4. Avoid conflicts of interest;

    5. Not improperly use company information or their position to gain an advantage for themselves or someone else or cause detriment to the company.

    While I am not alleging formal misconduct on the part of Mr Burton, I hold serious concerns as a Shareholder, and I question his judgment in this matter.

    Beyond the legal duties, it is imperative for a company like TNG that the conduct of its Directors is beyond reproach. TNG continues to face challenges in earning a social licence for project development in the NT, and it faces a very significant project finance requirement.

    The company must have strong governance if it is to unlock its embedded value. This is not optional, it is required.

    I also know that an overwhelming majority of Shareholders want Change, and they want it to happen now.

    In my view the positions of Mr Burton, Mr Elkington and Ms Henson are untenable.

    As a concerned Shareholder of TNG, I respectfully ask that they resign, and with immediate effect.

    Onward,
    Grant.
    Proposed Chair of TNG Limited


 
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