Member Info for HeidHoncho

Fredd, I am busy all afternoon, but if I get the opportunity I will drop a post to you on here this evening.

The info you require, as to how to beat them at their own game (by the way, George berating you rather than helping you, is just continued clear disregard for the shareholders), are all contained within the Company’s Articles of Association,

You may find it easier to break things down into manageable steps.

1) what is required to ensure that the vote is a polled vote, and not merely a show of hands.

2) what document you require to hold for each individual shareholder that you are voting on behalf of, so as to ensure that your votes get counted, and are not thrown out for lack of authority.

“placate” not “place”

60p, the BoD only buying in now, potentially prior to any SP accretive movement due to positive commercial agreements being made, would personally not place me.

The reason being, that the majority of risk has predominantly passed, and they have remained unexposed whilst letting all that risk reside previously with their shareholders.

That is akin to having been sat on the bench of a 2nd division team when playing a premier league team in a cup final completion, for a desire not to be in a losing team, but then with a couple of minutes left in the game and the 2nd division team miraculously be beating the premier league team then demanding to be put into the game so that you can get a cup winners medal and the fame of having played a part in the game.

IMHO

SL100, it is however in tcxman’s right to vote his shares in the manner that he chooses to do so, and whether that decides the fate of others is neither here nor there, that will be a result of the democratic process in line with the Articles of Association of the company (democracy does not always fall on a 50:50 basis).

I would respectfully suggest that there will be a wide gulf in opinion between the long term (1 year plus) shareholders, and the relatively short term (became shareholders within the last 12 months) shareholders.

The long term shareholders, who have taken massive amounts of previous pain, have absolutely zero reason to feel that they have any moral need to now support the relatively new shareholders.

IMHO

with regards to the upcoming GM, and the discussions as to how any proxies votes may get voted, I respectfully think that many are over thinking the issue.

There are only 3 questions that you need to consider your response to.

1) giving the BoD authority to consolidate (yet again) at a ratio of 125 existing shares for a single new share.
2) giving the BoD authority to dilute your shareholding once more by a further 50% through giving them authority to issue a further 100% of the shares that are currently in issue.
3) giving the BoD pre-emotive authority to issue a further 100% of the shares currently in issue, for whatever reason and at whatever price that they may choose to do, without having any recourse to seek further approval from we shareholders (I.e. if they wanted to issue a further 100% of the shares currently in issue at a 50% discount, or to give the placees a myriad of confetti warrants as they have in the past, and which 99% of loyal shareholders never get offered, then there is jack schmitt that you could do to prevent that).

Don’t kid yourself that the discussions relating to this GM need be any more complicated than that.

Any other discussion in relation to the vote at this GM is merely distractive chaff, as those 3 proposals are all that matters.

Attempting to engage in conversation with the BoD will be as futile now as it has been in the past.

They have been challenged in the past, and they made promises about changing their ways, respecting their loyal shareholders better (promised that we could participate in an RI, which they failed to meet their commitment to, and held out the carrot that positive SP accretive steps (6 interested parties in 401, positive trials results - “it bloody works” for example, etc. etc.) are just around the corner (must be the biggest corner known to man, as we never seem to get past the apex to it).
What has ever come of those consilitary promises ............ nada.

Now we have purposefully vague commercial arrangements being entered into by the BoD regarding the Black Cat deal in relation to 401.
Why do you realistically believe that the RNS was so frugal on the commercial detail of the arrangement ............ logic would intimate that details will not be released prior to gaining the authority requested at this GM for arguably potential nefarious reasons.

Thinking about things as I type this post, I may try and investigate whether any promises were made regarding the RI for the existing loyal shareholders that may have been made prior to the last GM so as to gain the authority that they then were requesting.
If there were promises made, and they clearly haven’t met this commitment (as no RI has occurred), then the previous placing may not be lawful, as they may not have been in accordance with the terms of the authority requested.

All of the above is IMHO obviously.

Fredd, it may be also prudent for you to read Articles 65.1 and 65.2, as this may be critical in achieving your goal to ensure that the count is conducted on the votes cast by proxy, and not merely conducted by a show of hands by the attendees at the GM, as the latter can be managed better by the BoD supporters than those against the proposals.

IMHO

Fredd, I think you will find the answer to your question is contained within the Articles of Association link that I posted yesterday.

If memory serves, Article 71 refers to proxy voting.

However, if the shares are held in a nominee account, which it appears they may be, then you may also require approval from his broker, which he should be able to direct them on, and which should not be unnecessarily withheld.

IMHO

HTH, hence my post regarding the need for the BoD to publish any information that may swing the balance of the vote their way as a matter of some urgency.

To date, any information (such as that relating to Black Cat for example) has appeared to be deliberately vague, and as such this apparent purposeful lack of clarity has been taken as a red flag by me.

IMHO

AoA in full can be found here.

http://valirx.wpengine.com/wp-content/uploads/2015/05/Articles-of-Association-ValiRx-PLC.pdf

65.1 At a general meeting, a resolution put to the vote of the meeting is decided on a show of hands unless, before or on the declaration of the result of the show of hands, a poll is demanded by:
65.1.1 the chairman of the meeting; or
65.1.2 no fewer than five Members present in person or by proxy and entitled to vote at the meeting; or
65.1.3 a Member or Members present in person or by proxy and representing in aggregate not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting; or
65.1.4 by a Member or Members present in person or by proxy holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
65.2 Unless a poll is demanded and the demand is not withdrawn a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost or not earned by a particular majority, and an entry to that effect in the minute book of the Company, is conclusive evidence of the fact without proof of the votes recorded in favour of or against such resolution.

Fredd, voting protocols need to be documented in the company’s Articles of Association.

I will review a copy of them.

Thanks for the heads up.

I will see your “you gotta speculate to accumulate”, and raise you a “fools rush in where angels fear to tread”.

Fredd, there is absolutely no benefit in attending the GM.

Voting will be achieved through my broker, who is obligated to vote in the manner that they are directed, and not exposed to whoever is holding my proxy to be “convinced” by the BoD that things are going to change for the better, honest injun, you can trust us on that, cross our hearts and hope to die, etc. etc.

There should never be any message permissible that can be portrayed at a GM that will have an effect on changing a voting intention, as any such critical information should be published in advance so that a well balanced judgement call to have been made.

Were such critical news to be made then the longer that the BoD take in releasing the information the greater the likelihood is that it would go against them.

As noted already, votes are being cast through brokers, and apparently the feeling is against the BoD’s desires, and once the votes are cast their ability to sway judgement by releasing news is gone, so if they have any news that may swing things their way the longer they leave it the more it will cost them.

My vote in isolation is inconsequential, but I have chosen to do my part in attempting to halt the salary gravy train, even if that ultimately has a fiscal impact on me.

The time has come to say “enough is enough”.

IMHO

“Investment is about speculation”

No, “investment” is about research, and truly understanding fully that which you have read/researched.

“speculation” is about gambling, and willing to acknowledge that your lack of adequate knowledge/research is likely to mean your investment might be lost.

For the sake of clarity I will make my position clear.

I will not be pledging my proxy, though I will vote my shares, as I have over the past couple of years, against all the proposals.

The BoD will do as they have always done, tell you whatever it they think it will take to get you to approve the resolutions, then fail to honour their words.

They do it every time, and they succeed in convincing the shareholders that the leopards have changed their spots, and they will blackmail you with the “if we cannot raise more funds then the company will go bust” diatribe, so it is time to call an end to it once and for all.

One thing they stated they would do to push the vote through the last time was to state that they would utilise the new share application issue to offer existing shareholders the opportunity to participate in fund raising by means of an RI, at least then the shareholders could benefit in the same discounted share price that placement parties have gorged themselves on so many times in the past (though I would guarantee that the existing shareholders would not have been given the ludicrous level of warrants that have been showered on placement participants every time).
Did this promise ever come to fruition ?
No.
Why ?
Because they do not care for their shareholders, substantiated by the fact that they have even previously called us “second class”.

Allowing them to continually raise funds, for them to as always fail to utilise these funds wisely, will have you reliving ground hog day every year, or more frequently so, given how adept they are in burning through cash without achieving an accretive benefit to the SP.

Everyone knows that to grow a company, and to developer a product, you require to raise funds, but the incredulous level of dilution that we shareholders have had to endure in the past, undoubtedly caused by the completely inept way that the BoD have managed the business, is beyond comprehension.

I am not questioning their scientific/medical expertise, but I think it is highly credible to question their ability to adequately run a company, and it is time for them to admit that to themselves.

It is past the point of believing that were they to start feeling the same pain as the shareholders, by demanding that they had significant skin in the game (be that through buying shares, or through giving them incentivised options), that this is an acceptable proposal.
As the damage has already now been done, all the risk has already been taken by the long term shareholders, so if any of the compounds are commercially successful the exposure that they would then be accepting is minimal, and the majority of the risk has already been taken by those they have disregarded so blatantly in the past, us shareholders.

As I stated, I will not be joining the group, but if you are looking to track numbers my circa 6 million shares will be voting against all the current resolutions.

“Production Cost = $30 per barrel” ?

Have you included for the capex costs for the infrastructure anywhere in your calculations, as they will not be insignificant, as FPSO’s/pipelines are far from cheap.

Given BOIL’s relative proportion that they would require to pony up for the infrastructure required to get the product to market, how much do you think that would leave, if any, from your projected 37 million profit ?

Given the lack of existing infrastructure, and the small and as yet unproven reservoir size, I would respectfully suggest that unless a miracle occurs (i.e. significant additional reservoirs are identified, and a hub and spoke production facility ultimately feasible) then Coulter if proven up over time will be deemed to be a stranded asset, and production from which will not be deemed viable.

IMHO

Surely you cannot be serious, advocating that you give a stranger your proxy.

No offence intended towards Fred/Valju, but for all that anyone knows these guys could be quislings of the BoD, and giving them your proxy could end up with them voting against your wishes, and in line with the BoD’s.

If you wish to vote on the proposals, either for or against, then do it through your brokers, as they are obligated to vote in the manner you intended.

Honestly Fred/Valju this is not a pop at you guys, I have no reason to doubt your honesty, you might very well be honest/trustworthy guys, but neither I nor 99.9% of this BB truly know you.

It is not you guys directly that I am having issue with, but the premise that is being proposed that you give your proxy to a stranger, when you can equally well ensure that your vote is made through more regulated channels.

I hope you guys don’t take personal offence over the core message that I am trying to put across.

For clarity, that is achieved through the reduced quantity of warrants that they would then hold.

They would be rest in line with the consolidation ratio.

i.e. the warrants would then be reset to 12.5p

IMHO

Not 100% sure that there may be nothing to win.

If I remember correctly (I seem to recall it was during the period of that failed abysmal fund raise that we incurred a penalty for), did the BoD not taunt us that they had insurance against any board member being charged with negligence.

A long shot I know, but if it could be proven that managerial negligence was the cause, or contributory to, the company becoming liquidated/bankrupt, then the insurers could have a class action claim put in front of them for losses incurred due to this negligence.

Just a thought.

All IMHO obviously.