Ann: Central Tanami Project, page-84

Saturday on Hot Copper - MLX

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"Metals X and Tanami announced on 9 February 2015 that they had reached a binding agreement by which Metals X would acquire interests in the CTP. This agreement is conditional on various approvals and all parties are subject to obligations to work towards satisfaction of those conditions."
First thing is there a binding contract? HOA can be a binding contract. If YES -
Has there been a breach of contract? I guess by entering into another HOA it is clear there is no intention to proceed - so yes.
What are the remedies:

"Damages and liquidated claims

Damages are available following a breach of contract as a matter of right. The other remedies that may be available following contractual breach are for debt or liquidated damages.
Damages

Damages for breach of contract are viewed as a 'substitute' for performance - consequently, they are designed to put the plaintiff in the position they would have been in had the contract been performed properly. Punitive damages are not available. The loss claimed must not be too remote from the breach and the non-breaching party must do what is reasonable to reduce (mitigate) the damage they suffer.

• Damages are available for mental distress in some circumstances: see Baltic Shipping

NB: damages might also be available for certain pre-contractual conduct (misleading conduct, duress etc - in other areas, such as tort or pursuant to statute - here we are focussing on damages for contractual breach)
Liquidated damages

Liquidated damages will be available where a clause int he contract between the parties provides that a particular sum of money will be payable upon breach; provided that the sum specified does not constitute a 'penalty', the non-breaching party may sue for this 'liquidated' sum rather than for unliquidated damages.
Debt

A debt is quite different from damages (liquidated or otherwise) in that it involves a claim for a sum of money due under the contract - it is, therefore, a liquidated sum, but is not in the form of a substitutory remedy but is a claim for a specified monetary amount owed under the contract."
"Equitable Remedies

There are two main equitable remedies for breach of contract

• specific performance (requiring performance of contractual acts)
• injunction (requiring a party not to perform an act that would breach the contract)

Both remedies are discretionary; the court is not obliged to award either of them, even where breach is established.
Specific performance

This is an order directing the breaching party to perform the contract in the way specified by the court. It will only be ordered if damages will not provide adequate compensation and will not be awarded in relation to contracts of personal service.
Injunctions

These are orders directing a party not to do something - eg, not to persist with a contractual breach.
Equitable damages

Equitable damages may also be available in some cases"

Possible argument - If the NST offer did not come about would shareholders have accepted the MLX offer?

Most likely YES.  Civil law is based on the balance of probabilities applying the reasonable man test etc

If above is established the hard bit is calculating damages. Don't think it would be worth MLX seeking to enforce the contract.

Be interesting to see if breach on contract is the action taken  and if so what remedy is sought.

IMO, definitely not legal advice, anything said above may be complete BS, DYOR.