Ann: Company Update, page-39

I totally agree,

No legal action (justified or not) is good. It is a big dark cloud.

From a legal obligation stand point

MLX Deal being fist on the table, MLX has to first be put to share holders, this is why at the TAM vote meeting MLX first then NST deals are to be voted on.

The deal MLX had stands, but according the MLX agreement the contract needs to be ratified by third parties to stand, continue and succeed.

The rejection of MLX deal, would then facilitate the NST contract requirements, which can in turn be nullified if a better deal is offered.

I agree with your points, but the lesson for TAM is to include the last clause in the NST contract in all contracts.

Sort of like this

If a better offer is made this contract is null and void.

Big mistake not having this in the MLX contract.

So now the choice remains
Vote MLX and the MLX legal problem goes away,
but the share price will be lower as the deal is not the best.

(better than a legal dark cloud)

This in turn however may result in a legal problem from NST as the deal was not terminated as required in the NST contract.

Quote

6. The HOA is subject to a number of conditions, including the following:
a. the termination of the joint venture heads of agreement between Tanami and Metals X Limited (MLX) in relation to CTP announced on 9 February 2015 (MLX Transaction);
b. Tanami obtaining the approval of its shareholders under Listing Rule 11.2 in order to give effect to the transactions contemplated by the HOA; and
c. there being no superior proposal received by Tanami prior to the Tanami Shareholders meeting.

The only way to meet all obligations in both contracts, is for there to first be an MLX vote that gets rejected, by share holders. This then terminates the contract to meet the requirements of the NST contract.

Big mess I know, but there is no other way for tam to meet both sets of conditions and it depends on how share holders vote as to wether any contract is broken.

The NST 6b clause is equally open to interpretation.

Is it a requirement written in stone, or is it a reason to terminate that contract if not met?

I think the I have been to university for 5 miniutes now I am a company law expert (with no real life experience) gen Y solicitors have a lot to answer for here. Common sense to be able to see the pit falls here, so why didn't TAM  the board.