Member Info for deltavegatheta

Getting the Texas well back online will require substantial effort given the complete mess Noble Petroleum's affairs are currently in and the payoff is modest, 20-30 bopd.

Does anyone really believe RMD want the only PPP operational employee focused on Texas instead of Ukraine or Alberta?

As soon the votes are out of the way a reason will emerge why the legacy PPP Texas assets are no longer being pursued.

The Liquators investigation into Evans role in the Resource Bonds 11 Ltd liquidation is still progressing which could potentially lead to him being disqualified:

Last years Liquators report:

"The initial investigations have revealed breaches by the directors of their statutory and fiduciary duties leading to various claims against the directors. Solicitors have been instructed and initial letters before action have been issued. We are currently awaiting a full response to those claims from the directors."

This years report:

"The initial investigations revealed potential claims. Solicitors are instructed and initial letters before action were issued in a prior period. No formal responses have been received to those letters in the Period and counsel is instructed to review the claims before proceeding. So as not to prejudice the claims, I cannot comment further until after the outcome of investigations, at which point a more substantive update will be provided."

As a reminder 4,118,404 shares were transferred out of RB11 just before it was liquidated to a company owned by Evans.

https://find-and-update.company-information.service.gov.uk/company/10328847/filing-history

The Sept 25th PPP RNS stated:

"the Company is supporting liquidators and investigators in respect of certain historical transactions whereby funds of $2m were "loaned" into a Pennpetro subsidiary company (Nobel Petroleum LLC) and then later converted into Pennpetro Shares"

Note that 4,118,404 shares are under investigation and Lunn's declared holding in PPP was 1,404 shares, but I'm sure that's just a 1 in 1,000 coincidence.

I suspect the "outstanding Compliance and Governance issues" are completion of the RTO. Note the mention of drafting a prospectus.

Spinks seems to be trying to avoid admitting that trading cannot resume until the RTO has completed, at least until after the AGM votes have taken place, hence last nights no-show.

Ssccss, the calls now on their website. Spinks not introduced.

March 18 RNS:

 "We have listened to shareholders and decided to reschedule tomorrow's call in order to allow sufficient time to digest the audited 2024/25 full year accounts”

“I will be joined by Mavriky Kalugin, CEO of Pennpetro, on next week's call.”

But when the call actually takes place:

- It’s just Kalugin, no Spinks

- No-one is allowed to ask any questions about the accounts

The annual report cash flow statement shows $1,003,480 (about £780k) cash received from share issues, so PPP received the money from all three raises by end-March 2025.

When Spinks said "We have listened to shareholders and decided to reschedule tomorrow's call" that clearly wasn't the real reason or they would have been published the results by 6.30 today as earlier promised.

Somethings up.

Zag: "Would love to know what main market companies have a 300k mcap"

https://www.londonstockexchange.com/stock/ASHI/ashington-innovation-plc/company-page

£270k marcap

https://www.londonstockexchange.com/stock/ROC/rockpool-acquisitions-plc/company-page

£360k marcap

Https://find-and-update.company-information.service.gov.uk/company/10166359/charges/E5O1iTbn6kyv9VWAR2-NOfI6qE8

RMD has first fixed charges over PPP’s key assets and a first floating charge over everything else.

PPP cannot raise new secured finance or dispose of assets without RMD’s consent because of the negative pledge.

The floating charge is a qualifying floating charge, meaning RMD can appoint an administrator if PPP defaults.

PPP is now financially dependent on RMD, and this makes it effectively certain that PPP will not resume trading before the RTO completes.

(and yes I did use AI to help understand the document)

If the delay is opinion based it could be one of two things:

- solvency based if the PQ $5m debt to equity swap has stalled for some reason.

- or caused by insufficient info due to the accounting period overlapping the passing of Anton and his non-existent record keeping. Another Disclaimer of Opinion would be disastrous.

Apparently if a company includes any figures from an interim report in a prospectus then the interims must be audited. That explains why, according to the latest RNS, Crowe is involved in the latest interim report.

ASI: “ I’m referring to the statutory AIM deadline for interim accounts”

PPP is on the main market not AIM (as has often been pointed out on this forum).

However the deadline for both AIM & Main market companies to publish their (unaudited) interim accounts is 3 months after the half year period ends.

PPP’s year ended on March 31st 2025, so half year end was Sept 30th 2025, so interims were due by Dec 31st 2025.

ASI: "The interims are due on the 31st March"

The interims were due by Dec 31st 2025, so are already late.

All this talk from Spinks about applying to the FCA for a trading resumption is just shareholder management. The RTO is already too far advanced, and under the FCA’s shell‑company rules (see FCA TN420.4) there’s no chance PPP will be allowed to resume trading until the RTO is either completed or formally abandoned.

This seems to be key and could mean that they can still issue at least some of the shares without a prospectus or rights issue, but I repeat its a complicated area and I’m not a lawyer.

Companies Act 2006, Section 565

Exception to pre-emption right: issue for non-cash consideration

Section 561(1) (existing shareholders' right of pre-emption) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash.

It is incredibly complicated as to what the board can and can’t do now, don’t believe anyone on here that say that they know. Very few companies lend out shares like PPP did and I suspect no other LSE company has ever been in the position PPP now finds itself in.

One possibility is that PPP can pay back Jesse his shares, but not be allowed to issue new shares at zero cost to pay back the lent shares, which would be amusing.

ASI: “ No dilution connected to the RTO whether through CLN conversion, new share issuance, or any other mechanism can occur before the statutory RTO vote.”

Shareholders do not have to approve the CLN terms, they only need to approve the allotment of shares should RMD choose to convert, which is part of what is being asked for at the GM.

PPP can end up being either £750k in debt to RMD or RMD holding £750k worth of shares regardless of the RTO vote even taking place.

ASI, yes they are two separate triggers, but the point you are missing is that they are currently overlapping.

ASI, “It’s a post‑transaction threshold, not a condition for simply lifting the current suspension.”

The RTO transaction has started though, the Heads of Terms has been signed and RMD have installed the Executive Chairman. Listen carefully to what Spinks says, at no point does he say PPP can resume trading when the accounts are up to date, he only says it’s a necessary step towards resumption of trading.

ASI, the calculation you’ve outlined only considers the current resolutions for potential new shares but doesn’t factor in the additional equity that will need to be issued to acquire the RTO target company. Once those shares are included, the dilution impact changes significantly. I suggest you ask your AI to explain RTOs to you.