Member Info for Toffers

OSF, I was a lawyer, amongst other things, for over 25 years. I know how to read pleadings, I know how to draft pleadings including statements of claim, defences, general statements, briefs to counsel, do my own advocacy, the whole shebang. You read what is stated in black and white, and then you read between the lines. Often lawyers only see or sense what is between the lines, a layman might not see it. I've stated some of the relevant paras from the previous amended partics. Just put yourself in Queelds position for example, and you had lost your certificate, the company say they want an indemnity before they will replace, you find someone who will offer an indemnity and you send over the terms for approval and nothing happens. In the meantime, because the argument has been in situ for over 2 years and you've seen the share price rise meteorically in that time span, wouldn't you feel a little aggrieved that you hadn't been able to sell some if not all of your shares and capitalise on that? Of course you would. This is why they highlight about how the share price rose. I'm certain they will argue that selling to institutional investors would not have been as favourable to them as selling on the open market, as institutional investors want a very low price. Why should they have to do that? that is for the Judge to decide whether or not they should, given all the circumstances, been allowed to sell on the open market, in that not having their replacement certificates didn't allow them to do this. The damages are unquantified that's why it says to be assessed and that's why they will undoubtedly ask the Judge to consider firstly, whether those certificates should have been replaced, and if so, then what their loss is for not having been able to sell, if they can convince a Judge that they would have sold all or part of their holdings, and that's why they state what the price was when it was at 22.5p because I suspect that if successful on the replacement certificates argument, they will then use the 22.5p as a benchmark as to what they would have sold out at. I can't comment on what the Judge will do, as he will hear evidence, if it gets that far, but they are claiming unquantified damages ie damages to be assessed, for this very reason.

As for the argument about an EGM, yes, there is another route, but it's a precarious one, which is to form a shareholders action group, and ask the Board to co-opt an elected member on to the Board, so the ordinary shareholders have a voice on the Board and can report back to the shareholders, but I can't see that happening in all honesty. Unfortunately, until AIM either gets proper regulation or is disbanded altogether, and I would argue for the latter, some companies on AIM will continue to fleece investors! My views of course!

And so the abusive attacks start again from the usual suspects. I wish people would report this lot as it's shameful with their bully boy tactics to have posters who post with views and facts to back them up from documents removed. Shameful. They never produce any facts, none, nuffin has never produced one, nor DR. I rest my case. Nuffin, I won't be answering you or your crew any further, I will just ignore.

Nuffin, there is nothing flawed in it at all, it's there in black and white for all to see if they care to look at the pleadings. You've already been proved to be deceitful so it might be best if you skulk off!

Should have added there, who knows, they never tell us anything, they didn't even tell us about any of the litigation, especially this case, until it was forced upon them after it had been running for nearly 18 months!

Spikey, they needed the approval of the company to the terms of that offered by the insurers but the company didn't do anything.

In their defence, the company state through their lawyers that their clients had enquired through Link and a certificate was not deemed necessary for Link to record an off-market transaction, for instance, a disposal to an 'established institutional investor' or 'strategic investor' which they stated might be identified by the ever ongoing sales process managed by UBS! However, to sell in any other way, they would require a suitable indemnity.

This paragraph therefore again demonstates that the whole crux was that the claimants clearly wanted to sell their shares, and they wanted to sell them in a manner that suited them, like any other investor would, such as you or I, but they weren't given the chance due to the company stalling on the indemnity when it was offered. An institutional investor would have no doubt paid for less for the shares than if they had managed to sell them on the open market for instance I suspect will be one of their main arguments.

I wouldn't like to bet on either side winning this case. At the moment, personally, I still favour the claimants more than the company, but I have to work in to that my own personal bias, in that the company have already demonstrated to ordinary shareholders that they are somewhat economical with the truth. So on that basis, I still think there is a chance the claimants could win this. As they state what they might have recovered had they been able to sell at the last price they quote, which is 22.5p, which effectively is close to the median, then if they do win, the damages could be colossal. What the Judge does will be down to evidence given at trial as well as the paperwork. Again, I repeat, I would hope the company would find a way to settle it, and I'm surprised their professional indemnity insurers aren't pushing them to settle it, or may be they are, but the company refuse to. Who knows. My views of course.

OSF I haven't seen the latest amended partics, but I doubt it has changed on what I am going to comment on, and therefore you are wrong.

You miss out that in the previous amended partics they build up a case at various points as to how much the shareholdings had become worth.

At para 56 in the previous amended partics for example it stated the sp had risen to 22.5p per shares and therefore Mispare's holding was worth £6,617,647 and Queeld's £69,131,250. Bear in mind that the sp went as high as 42p after this.

At para 61 it stated that they asked the company to have regard to the claimants having had continuously held full legal and beneficial ownership of their shares, that they had exercised their right and participated in voting without challenge from the company and the company were aware that the matter had been dragging on since notification over 2.5 years earlier.

At para 61(3) this is the crucial one overall as it states that the claimants inability to freely deal with their shares due to no certificates had caused them severe prejudice. That is the crucial element that will argued in relation to damages, trust me.

It is then stated that the claimants claim, and these are the crucial ones, at number 4, damages to be assessed, 5, further or other relief, and 6 costs. This therefore means they are asking the court to consider what damages as a whole they should be allowed, which following the build up of the argument in the body of the documents, is to all intents and purposes, they were estopped from selling their shares at around 22.5p and this is what I think the Judge will take as the median should the claimants win the case. They want the Judge to assess the same because they can't quantify it because the Judge might agree or not agree when they say they might have sold their shares and how many they might have sold, if they had not been prevented from doing so. Further or other relief will no doubt take the form of the certificates being replaced, and costs is exactly that, their legal costs paid by the company should they win.

You honestly can't tell me that someone who is claiming their replacement certificates have been withheld from them, isn't going to make a claim that as a result, they've lost out on selling their shares in part or in whole as a result? Get real. If the claimants win, and the Judge says yep, 22.5p, they might have sold the whole lot, so I'll award them that in damages, just look at how much it could be! and then costs on top! My views, but look at why it says damages to be assessed, and work backwards.

Beast, an alternative view to that is they already have someone on the Board who was connected to Rosgeo, and the Board didn't complete the Rosgeo buy out! We wonder why?

Their aim is to have the thread pulled and me banned again, even though they are abusive towards me, it's really unpleasant, and I can't understand why people don't report them like they do other people, so Iwill just have to keep starting a new thread as and when! By the way, a million thanks to all the kind souls who have made donations today for little Hallie, let's hope for a miracle.

I remain a shareholder, a small one, and I am a grown up, so please don't insult me.

I think the whole lot should go, they've achieved nothing other than take humungous salaries but then who replaces them? I'm annoyed with Rawlinson and think you lot should be to, as he must know what is going on and I'm surprised he is sitting there and saying or doing nothing, and I cannot believe for one minute that he finds it acceptable. I think Artem should go as that was just a rouse, he hasn't speeded up anything as there was clearly nothing to speed up. His salary should be returned to the pot in my view! CS has achieved nothing at all, and won't even give up his salary at least to act a little in solidarity with shareholders when they've achieved very little, and certainly not achieved any sale in 8 years, but no, he's feathering his pension pot, whilst shareholders lose whatever little savings they have and have put in here in good faith. As for the Japan guy, what's the purpose of him if there is no sale? I honestly think they should pull the sale plug, it's beyond ridiculous, and concentrate on getting some mining done, if feasible. As i stands, they are showing a much greater los s financially than they were showing last year! Horrendous. And then the litigation, what can we say about that? Just dreadful that they have got the company in to that situation. As I've said before, no one will buy with both sets of litigation in progress, it's tantamount to a very bad debt, which can't be written off! It looks as though the Queeld case won't be heard until the back end of the year I imagine, as the courts go in to recess for August and I don't think a court date has been set, so September and October are probably already well booked up! My views.

All you can really do now is to decide amongst yourselves whether you formally notify the company that you wish to hold an EGM and produce an agenda with each and every question to be raised on it, because I doubt very much they are going to answer anything at the AGM, as they didn't last year, and they will try and hide behind the usual defence of NDA's, the war, and so on. I did say a month or two back peeps needed to start compiling questions to ask the Board but it fell on deaf ears, now it's being rushed at the 11th hour because the AGM has been called, and I just don't think you'll get anything out of them, as the BOD are pretty much on solid ground, as nothing has been raised formally to include in the AGM agenda. Calling an EGM is probably your only chance, and then it's debatable what they will say, as they have little fiduciary duty to shareholders, but they do have a duty to explain things in simple terms and not to mislead, if they do say anything!

Nuffin, if they weren't the owner of the shares, they wouldn't be able to bring the case! The argument is about the lost certificates and replacement of the same. They are entitled to vote as they own the shares.

"if stock certificates get lost you don’t lose your shares as well. You’re still the owner of those shares and are accorded the rights that go along with ownership. If you need or want to have physical proof of ownership, you can request a replacement for lost or stolen certificates." smartasset.com

That is a very valid point B1ll, but I have other issues concerning that as well. They registered two subsidiaries in Cyprus, just around the time the Queeld/Mispare litigation started from memory, so are any of the funds being held in Cyprus in relation to these subsidiaries and if so, why?

Del, did you include why are they not mining? and where is the mining plan? where is the DFS? why won't they disclose it to shareholders? and why, yet again, has the investors page not been updated for 4 months? on the court case scenario, perhaps include, are their professional indemnity insurers aware of these claims, and will they cover them if the cases are lost? if not, to what value will they cover to, if at all?

Nuffin, you are being deceitful again.

Queeld and Mispare bought the shares, they therefore have ownership of them.

The dispute is not about ownership, it's about the replacement of the lost certificates so that they can deal and sell if they wish to do so.

There is no dispute over ownership.

They are entitled to vote.

Any sale proceeds would have to come through the UK banking system as the company is registered here and the lawyers are here. Try that with anything connected to Potanin! My views.

Potanin is sanctioned and he's the head of NN!

I agree spikey but just to put on the record, I didn't state "false information"! Time for another brew. Leave the great unwashed to carry on tumbling over themselves and creating the impression that the clowns on here are in charge and after 8 years a sale will miraculously appear, when the cash is running out! I hope the majority are going to vote against any further placings/shares allotment for now until the Board explain themselves fully and in particular, explain about the likely damages that might be imposed should they lose the Queeld case and how they will be paid? Not much to ask is it! My views.

Should add, indeed all handles, but a few have been drawn to their attention in particular.

This Board is probably being read by an outside regulatory body as I pinpointed them to it, and they will probably note certain handles. They have the power to obtain the identity of the people behind certain handles.