Member Info for BrendonButter

It’s not about the veracity of RNSs Mirasol, it’s about what they might have been spending yours, mine and every other shareholders’ cash on for their own benefit. Holidays, hotels, cars, personal medical bills, you name it. Misuse of Company funds. A big no no.

Mr Bull has done the right thing. He at least has realised the game is up. How long for the penny to drop for Mr O’farrell and Mr Philips, if indeed it hasn’t already. Sadly, I fear the penny will never drop for Bramhill. The kind of greed he suffers with outweighs any logical thinking and sense of self awareness. Look at Peter Murrell. He only stopped because he was stopped. The same will be true of Bramhill. He will only stop when he is stopped, which we can hopefully do at this year’s AGM.

Just submitted my votes via Hargreaves Platform.

1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS

Voted: For

2 RE-ELECT DAVID BRAMHILL AS DIRECTOR

Voted: Against

3 RE-ELECT JOSEPH O'FARRELL AS DIRECTOR

Voted: Against

4 RE-ELECT GRAHAM BULL AS DIRECTOR

Voted: Against

5 ELECT DONALD PHILLIPS AS DIRECTOR

Voted: Against

6 ELECT JOHN AMERICANOS AS DIRECTOR

Voted: For

7 RE-ELECT CRAIG HOWIE AS DIRECTOR

Voted: For

8 REAPPOINT CROWE UK LLP AS AUDITORS

Voted: For

9 AUTHORISE BOARD TO FIX REMUNERATION OF AUDITORS

Voted: For

10 APPROVE SHARE SUB-DIVISION

Voted: Against

11 AUTHORISE ISSUE OF EQUITY

Voted: Against

12 AUTHORISE MARKET PURCHASE OF ORDINARY SHARES

Voted: For

13 AUTHORISE ISSUE OF EQUITY WITHOUT PRE-EMPTIVE RIGHTS

Voted: Against

14 AUTHORISE OFF-MARKET PURCHASE OF DEFERRED SHARES

Voted: Against

It was really very easy to do. It's just as easy to do if you hold your shares via any of the major platforms, Hargreaves, ii, AJ Bell, Barclays, etc.

Make your vote count, no matter how small.

Goodness me. Just listened to TW's podcast on UJO. Absolutely scathing about yesterday's RNS bad mouthing Craig Howie. I agree with TW that some of what's been said in the RNS about Mr Howie is all rather personal, not backed up with any actual facts, maybe potentially libellous, but certainly extremely petty and wholly unprofessional. Undoubtedly a the beginnings of the last few desperate throws of the dice. Expect the dirty trick to continue.

Bramhill seems to want to claim that his salary, and that of the other directors, is in line with other similar sized AIM company salaries. I can't find any evidence to support this. In fact, it's quite the opposite.

The average AIM 100 CEO base salary ranges between £220k - £250k, with further remuneration or benefits coming from identifiable achieved successes for shareholders. Remember, these are CEO salaries for largely very successful AIM companies with average values ranging between £300m to £700m (including some with market caps of between £1bn - £3bn). Bramhill is paying himself a base salary at way beyond the average level of the CEO of a successful AIM 100 company.

CEO salaries for companies in the bottom 10% of AIM, which is effectively where Bramhill has now put us, sit at an average of around £120 - £150k, but again with potential additional remuneration and/or benefits payable for delivering success for shareholders. Bramhill's salary is at almost three times this level and with no caveats linking any of his pay to delivery of success for shareholders.

In today's RNS Bramhill says he and the rest of the board are considering lowering their salaries as part of their cost-reduction strategy, but in the annual report, he also states that there is no intention at this year's AGM of the directors putting forward a remuneration policy to shareholders. He also states within the Annual Report that they have already cut salaries. As far as I can see, this relates to one employee who is no longer there and amounts to just £25k. I have no doubt that any salary cuts for Bramhill & Co will merely be small token gestures, no doubt with strings attached to say they can get any lost salary back later. This mention of salary cuts is just an attempted bribe for shareholders to keep him and his mates in their positions for a bit longer. If they manage to get beyond the AGM, I have serious doubts they would cut back any of their remuneration at all.

This pay bonanza simply cannot go on any longer. It has to come to a screeching halt by removing the board at the upcoming AGM.

Use your votes, they all matter.

Craig Howie’s private shareholder letter - PART TWO

Beyond that, Union Jack requires scale and a revitalised investment story. Following two decades of experience in oil & gas investment banking, I believe value accretive, complementary M&A opportunities could be an excellent way to further the company’s future in due course.

Under a renewed board, I firmly believe that Union Jack Oil can become a considerably more profitable, capital efficient and accountable company that regains market confidence and finally delivers returns for its shareholders.

As a non-executor of considerable integrity, and the company’s second largest shareholder, John Americanos retains my full support.

With best wishes

Craig"

Since it seems Craig Howie's private letter to certain shareholders has been leaked to TW, and is now therefore effectively in the public domain, I don't see any harm in the wider shareholder base taking a look at what he has to say. I hope Mr Howie doesn't mind, but here goes;

PART ONE

"Dear Shareholder

Following the release of Union Jack Oil's FY25 results and notice of AGM today, I wanted to privately communicate my hopes for the company going forward.

As announced on 7th May, I have successfully proposed members’ resolutions to ensure that all directors are held accountable under the QCA Code and stand for re-election at next month’s AGM.

Having previously attempted to promote constructive change when I was an independent director, I have also proposed myself for appointment to the board in June.

Since listing on AIM in 2013 at the (post consolidation) equivalent of 50p/share, Union Jack’s share price has collapsed by over 90%.

During this time, its three longest serving directors (aged almost 80 on average) have extracted comfortably more than £5m in remuneration, whilst owning just 2% of a company now capitalised at £7m.

Under a disastrous capital allocation policy, Union Jack bought back shares at nearly 30p and paid out dividends – before raising new money at 5p to fund a US drilling campaign that has failed to deliver the anticipated production growth.

The FY25 results now show a £7m loss, driven by asset impairments and administrative costs that consumed almost 100% of revenues. This situation is completely untenable.

Union Jack ended FY25 with only £1.5m of net cash and, what remains of this must be very urgently protected.

Nevertheless, I’m confident that this can be achieved if the necessary cost measures are taken.

As a result, I will not be supporting the two special resolutions proposed by the current board to enable a further equity fundraise – which I suspect would simply act as a dilutive entrenchment device.

I have invested heavily and am now the largest shareholder with 9.2% of the company, providing me with a very clearly aligned interest in stabilising Union Jack and restoring value.

The priority must be to cut Union Jack’s bloated cost base – around half of which has consisted of directors’ remuneration and lucrative consultancy fees paid to their close associates.

Other necessary G&A items should be immediately removed to restore financial stability and profitability.

Shareholders also deserve far better communication, including scheduled quarterly updates – along with vastly improved corporate governance (and genuine boardroom independence, in particular).

Once these immediate steps are taken, a full review of Union Jack’s assets and strategy should follow, led by a refreshed board with robust technical and advisory support.

The company’s non-operated model is already accompanied by strong financial controls, in my opinion – but its underlying asset portfolio clear

If it wasn't so blatantly irresponsible, and lacking in any concern whatsoever for shareholders, it would, given the state of the company, be pure comedy gold. From the annual report, page 40;

"The Company operates in a highly specialised and competitive sector where attracting and retaining experienced executives with appropriate technical, operational, commercial and capital markets expertise is critical to the delivery of the Company’s strategy and the creation of long-term shareholder value. The remuneration structure is designed to support the Company’s long-term strategy by balancing fixed remuneration with performance-linked incentives and equity participation. The Board believes that this approach aligns executives with shareholders and supports disciplined decision-making focused on sustainable long-term value creation.

"The Company maintains a relatively lean corporate structure and relies significantly on the experience and capability of a small executive team. The Remuneration Committee therefore considers retention and continuity of leadership to be important factors in delivering operational execution, portfolio growth and value realisation for shareholders. The remuneration structure is therefore designed to promote sustainable performance and shareholder alignment while remaining appropriate for the Company's size and stage of development.

Noting the challenging operating environment for the Company over the last 12 months, the Remuneration Committee has not proposed any increase in salary for the Board directors for the current financial year.

The Company‘s Remuneration Committee takes seriously its responsibilities to evaluate the remuneration arrangements of the executive on a regular basis as part of the Company’s wider governance framework. However, taking into account the Company’s market capitalisation, its experienced, stable, long established and lean executive management structure that is modest in number and, in line with a number of other AIM quoted companies, the Board will not be putting a remuneration policy resolution to shareholders at this year’s AGM. This approach will be reviewed annually going forward by the board prior to each AGM."

Bramhill seems to be saying that shareholders should be grateful that him and his mates are not taking a pay rise this year. Unbelievable.

As I say, we need to vote in numbers if we are going to be successful in removing the current board. A huge proportion of the company’s shares are held in tens of thousands of quite small tranches through nominee accounts with the likes of Hargreaves, ii, AJ Bell, Barclays, ii etc. The declared vote shares at previous AGMs suggests to me that a large majority of small shareholders who are holding via nominee accounts don’t bother to vote. Whether this is from apathy or from a lack of knowledge around how to vote via a nominee account, is debatable. If it’s the latter, then the following might help;

Hargreaves Lansdown

https://www.hl.co.uk/shares/corporate-actions/agms-and-shareholder-voting

ii

https://www.ii.co.uk/investing-with-ii/shareholder-voting-information

AJ Bell

https://www.ajbell.co.uk/faq/how-can-i-vote-shareholder-meetings

Barclays

To vote on company resolutions using the Barclays Smart Investor platform, you must typically cast your proxy vote by logging into your account and sending a secure message, or by calling their customer support team at 0800 279 3667.

Because platform voting deadlines are usually several days earlier than official proxy dates, it would be wise to submit any voting instructions as soon as possible.

And there it is.

As mentioned in my post of 13th April, Bramhill & Co had very limited options in terms of them being able to hold on to their positions and, more importantly for them, their vastly inflated salaries and other ‘unreported’ benefits. As I said, option one was for the board to ignore the QCA code to which they are signed up and not stand for re-election. Thanks to Craig Howie’s intervention, this option has been taken away.

Option two, was to attempt to substantially dilute those major shareholders’ (including Mr Howie) who are hostile to the current board, and therefore remove them as a threat, whilst at the same time raising yet more cash with which to continue paying themselves for a little while longer. Ordinary resolutions 10 & 11, and special resolutions 13 &14 are, without doubt, and in plain sight, the beginnings of the aforementioned attempted dilution and cash raise. If it is allowed to go ahead, you can rest assured that we shareholders will be left with absolutely nothing within a matter of months, and Bramhill & Co walk will off into the distance, with pockets full of cash, having now committed their final act of vandalism.

We as shareholders simply cannot let this happen. We must first vote against ordinary resolutions 1 to 5 in order to remove the hard core of this current board and, we must vote in numbers. We should then vote in favour of resolution 7 and reappoint Craig Howie to the board.

My personal view is that John Americanos should stay. He is not tainted with the same history of greed and mismanagement attributable to other of the directors and, with his extensive background is in accountancy, we will need someone of his skillset to undertake a forensic examination of the books, going back many years, if we are to fully understand the misdeeds of what I personally hope will be the departed remainder of the board. Mr Americanos is a major shareholder, unlike other members of the board, and his interest therefore is naturally geared toward shareholder value. I doubt he will be happy to see Bramhill & Co leaving the company with any sort of pay off if he can demonstrate that there has been any dereliction of their fiduciary duties and/or any misuse of company funds. I suspect that if he’s given the opportunity to have a much closer look, he will likely find an awful lot.

Further to Craig Howie publishing his open letter to shareholders and his offer to engage with any and all shareholders. I contact him via email at craig_voting @ yahoo . com (craig underscore voting @ yahoo dot com) to offer him my support. Craig came back to me pretty quickly and we have since had a number of discussions over the phone about his plans for UJO, should he be successful in his endeavours to remove the current board. He has expressed his very major concerns for all shareholders should the current board remain in place and continue with the current strategy. He has been kind enough and patient enough to go explain what he hopes to be able achieve for UJO, and how he hopes to do it.

Needless to say, drastically reducing the G&A costs in order to stabilise the company’s finances, protect what little cash, in relative terms, is still in the bank, and hopefully bring back some market credibility, is his immediate priority. He is keen for the company to better communicate with shareholders on a more regular basis, and with greater clarity which, I think we can say has been sadly lacking, especially of late.

In terms of what Craig has indicated his plans would be for the company going forward, I feel these are better left for him to explain, which he will no doubt be doing more fully in due course.

I can only say that I have found our discussions to be positive and, not least, enlightening. I would strongly recommend to other shareholders (including you Heid), no matter how large or small your holdings, that if you have concerns, or you just want to get a better handle of why Craig is doing what he’s doing, and what you might be able to do to help, you should make contact with him at:

craig_voting @ yahoo . com (craig underscore voting @ yahoo dot com).

If my own experience is anything to go by, he will respond to genuine enquiries.

I agree with GP. No mention of Oil Creek Sands in the RNS tells me that they have had no success with the primary target for this well. The other stuff is fluff. It's just another example of a Bramhill smoke & mirrors RNS. If the drill has been unsuccessful with the primary target then Bramhill should say so. As investors, we have a right to know. The sooner Bramhill & Co are ousted the better. Perhaps we will then have a company that treats its investors like grown ups.

If, as I suspect, given TW’s revelations, there has been a gross misuse of company funds/ assets, and Bramhill & co are therefore shown to be in breach of their contracts, I doubt a new board will agree to pay them anything in the way of severance.

Thank you Jimmy G.

Share prophets (ffs, what is the problem with this platform and email / website links)

*************

that’s ************* . com

breaking: craig howie has the votes at union jack oil, is there a ramp off for trougher bramhill and the gang?

https://*************.com/views/86044/breaking-craig-howie-has-the-votes-at-union-jack-oil-is-there-a-ramp-off-for-trougher-bramhill-and-the-gang

They were TW’s words not mine. I have no idea who the person is that he was referring to and, he may well be a nice man. The point is that buying an £80k Porsche, no matter who it was for, is just another example of DB’s wanton excess at shareholders’ expense. He sees the Company’s revenue as his, to do with as he pleases, and preferably for his own benefit.

You know this to be true.

I had already been thinking before Craig Howie's open letter was made public, that there are probably only two courses of action open to Bramhill that he can use to save himself and, if Mr Howie is correct, it seems that he is currently pursuing at least one of them. As we know, last year UJO adopted the QCA code of corporate governance, part of which, if properly adhered to, requires that directors should put themselves up for re-election every year. However, as I understand it, this provision is not mandatory and instead has a ‘Comply or Explain’ clause. I have no doubt, as Mr Howie suggests is going to be the case, that Bramhill will try not to comply, as he knows that this time around, he will certainly lose any vote. He will likely task his legal advisers (using company funds no doubt) with constructing some dubious argument about him not standing for re-election as he needs to stay in place for the greater longer term good of the company. Or some other such nonsense.

The second course of action open to Bramhill is to try and raise funds through some form of death spiral loan in exchange for shares (probably at as low as 1p given that he is now so very desperate) the effect of which will be to dilute Craig Howie’s shareholding out of sight so that he, and any other shareholders supporting him, are no longer a threat. Remembering of course that such action will dilute all shareholders out of sight too. I’m not sure of the legalities around this course of action, specifically in terms of whether shareholder approval would be needed. If it’s not, I really wouldn’t put it past Bramhill to just get on and do it as a final act of vandalism, which will see him temporarily safe and with fresh funds in the coffers to line his pockets for a little while longer. Ask the question of ChatGpt (other AI tools are available) "What is a death spiral loan as a means of raising company funds?"

I don’t know what Craig Howie’s explicit plans will be for the Company if he manages to gain any degree of control but, at the very least, I expect it will be to have a much more streamlined BoD and to drastically slash costs & salaries. I expect the Company will adopt, and publish, a proper remuneration policy and, I suspect there will also be far greater shareholder engagement. As for the wider picture, let’s hope Mr Howie has a vision for UJO that might actually deliver at least some return for LTHs, rather than simply deliver returns exclusively for the directors, which has sadly the been to case since the Company’s inception, and will continue to be the case while the current lot stay in charge.

Make your vote count.