Member Info for BrendonButter

Having already more than likely breached the Company’s Act and misused his powers in office, Bramhill continues to dig the hole into which he will ultimately be buried. The research note from Zack’s SCR, is not only pure (heavily paid for) propaganda, it is also, in my view, a clear breach of the Takeover Code. Neither UJO or RBD are allowed to publish (either directly or indirectly) unvetted research and/or financial projections during the offer period. Shareholders have the right to equality of information, which this report is clearly not. I suspect the Takeover Panel has already taken action, hence the sudden blackout of UJO’s digital media. Deary, deary me.

From the Offer RNS

“Union Jack operates through a combination of external consultants and service providers. It is intended that, following the Unconditional Date, Reabold will retain the benefit of these consultancy arrangements and service contracts to the extent necessary.”

………….That’s Graham Bull looked after then.

“The Executive Directors have entered into conditional settlement agreements with Union Jack in respect of the expected termination of their employment as a result of the Offer, and will (subject to completion of the Offer) each receive a settlement payment amounting to £100,000 (net of tax), which is less than their respective contractual entitlements on termination.”

………….At first glance, it looks like Bramhill & O’Farrell are being gracious in taking less than their contractual earn outs of 2 years salary. But then………

“Reabold has not entered into, and has not had any discussions regarding, any new incentivisation arrangements with members of Union Jack's management in connection with the Offer prior to the Unconditional Date. Following the Unconditional Date, Reabold intends to review the incentivisation arrangements of the Enlarged Group in due course.”

………..Which of course leaves the door wide open (after the ‘Unconditional Date’) for Bramhill & O’Farrell to do some bogus consultancy work for RBD and, for which, hey presto, they will no doubt be paid the remainder of their 2 years contractual salaries.

I would urge all shareholders to vote against this clear attempt by Bramhill to offload our Company for a pittance, whilst ensuring him and his mates have one last fill of their pockets. Stay vigilant and be prepared to vote at short notice, because that’s what we’re likely to be given, with the aim being that the vast majority of shareholders don’t have enough time to get their votes in.

Bramhill has relied on Article 55 of the Company’s Articles of Association to adjourn the AGM, which effectively provides that;

• without the consent of the meeting, the chairman may adjourn only if, in his opinion, it has become necessary:

- to secure the proper and orderly conduct of the meeting;

- to give everyone entitled to do so a reasonable opportunity to speak and vote;

- to ensure the business of the meeting is otherwise properly disposed of; or

- because the electronic meeting arrangements have become inadequate.

Bramhill is effectively the “in his opinion, it was "necessary to adjourn the meeting" because the business of the meeting couldn’t properly be disposed of, due to the pending offer from RBD potentially altering how shareholders might vote, that replacing management could jeopardise a potential bid, and that some of the AGM resolutions might become irrelevant if RBDs offer is successful. He is arguing that allowing us to vote before we know whether there will actually be an offer from RBD, meant that the AGM agenda couldn't be properly disposed of.

Why does a potential offer from RBD prevent shareholders from voting on any of the AGM resolutions? Unless there’s a specific legal reason, which I don’t believe there is, there was nothing preventing shareholders from deciding whether to re-elect the board, whether to re-appoint Craig Howie and whether to approve the other resolutions. The whole RBD thing is a red herring.

As far as changes to management are concerned, I suspect most shareholders would prefer to have someone else (Howie et al) negotiating any potential deal, rather than Bramhill & co who will have shareholders’ interests right at the bottom of their list of priorities. By adjourning the meeting, Bramhill has in fact deprived shareholders (the actual owners) from electing the management team they want to run the business on their behalf and, in their interests.

If the current board had been voted out at the AGM, and an offer didn’t then come in from RBD, then we move on. Even if an offer did come in, shareholders would then have their chance to vote on it.

Article 55 says “if the chairman thinks it’s “necessary” to adjourn the meeting. It doesn’t say “if he thinks it’s desirable" or, "if he thinks it would be beneficial.". A chairman’s opinion that it was necessary to adjourn a meeting must be honestly held, it must be formed for the purpose for which the power exists, it must not be irrational and, it must not be exercised for an improper purpose. I think Bramhill is going to find it incredibly difficult, if not impossible, to justify “his opinion” that it was “necessary” to adjourn the AGM on the grounds of RBD’s potential offer. Did Bramhill adjourn the AGM for spurious reasons, therefore abusing his powers and and possibly breaching of section 171 of the Companies Act 2006, that requires directors to exercise powers only for the purposes for which they were conferred.

We shall see

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)

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that’s ************* . com