Member Info for YingTong

I largely agree with Starbuck, but it can be a bit dangerous to be too regimental and formulaic.

The question, for me anyway, is "what is the impact to me of failure and fan I accept it".

Given AIM it is maybe best to consider that potential impact as total loss (unless you are very good at sticking to stops).

Bitter experience tells me personally that whilst I might think "it's only 10k or whatever, I can stand it" when it happens I am rather less sanguine. Thus I considerably scaled down and went to a teading only mentality with aim about 6 years.

SBP,

I think that is likely the case. But the licence was obtained about 2 years before the parent came into existance. Thus it would need either that possibility to have been considered on the grant of the licence, or subswquent amendment (which did occur since CIVC left the lease).

I think it reasonable to assume there are parent guarentees in place around the licence.

But this isn't relevant to any settlement. That would depend on whether there are guarentees in the contract with PVF.

Harry, I hear what you are saying and follow your logic.

But I think that's not the case.

I do not believe that Nuog or Minty are defendants. If they were then surely this would have to have been in the RNS. That was clear in stating EOI.

But now for an interesting point. Possibly. The RNS was citing no jurisdiction. I believe this would be the case were the defendants non xanadian (which of course noth Nuog and AM are). My basis for this is simply considering an English course jurisdiction for a non uk defendant in a contractal case. Given the Canadian law was based upon UK then it seems likely for a similar provision.

i.e. the only easily attackable entity for PVF appears to me to be EOI.

If there is some judgement in PVF favour then it is hard for me to see how that can flow back to Nuog unless there are soecific contractual provisions. Given EOI have no funds then it is hard to see how they can settle a judgement anyway (though in my view NUOG would have to find a way given PL2002 is security for the Shard loan. If EOI were to liquidate as a result of the judgement being enforced that would certainly trigger a default event on the lian, so Shard knocking at Nuogs door would be difficult).

WW, regarding the current big thing of GTW.

The predecessor qas PDIP (now EOI) which became a 100% subsiduary on float.

Before they got involved in PL2002 (with CIVC etc) back in about 04 ish there offering was a GTW solution which they held the IPR on.

I know little about it and I dont think it is of any interest other than a bit of history.

Harry, I would have to agree. On the one had there is the public noise, which would seem to to suggest there is little prospec of success for PVF.

On the other is the simple fact that PVF has spent a sum on legal advice filing. They are now, given it is the full track, at risk of costs. Even if EOI were able to get immediate strike out that isstill financial risk to PVF. Given the apparent difficulties in the work program I find it relatively easy to envisage a scenario where PVF were requested to do additional works which they believe were outwith the agreement and EOI within.

I would be surprised if there was immediate dismissal.

I guess given the timing for initial defence we can expect some sort of update reasonably soon.

SBP,

There is, if I recall, a 250k deposit held by DNR.

The licence was acquired from CIVC before Eneg came into existance as parent. Thus it cannot have any liabilities in the matter unless they were added by DNR subsequently I don't recall any mention of these in the original listing document.

I think that impact on Nuog may be limited as a result (but I can't have any certainty, there may be parent guarentees). However the point is probably moot since PL2002 is security for the Shard loan and it seems highly likely that any material change would trigger a default event.

Harry,

I would imagine PVF have sought counsels opinion. The court track in Canada (or at keast Newfoundland) seems to call for dispute resolution steps after SOC and service thereof and before trial.

What we don't know is what the dispute resolution process is in the contract. Equally we don't know what the variance process is. I would expect there to be a formal one defined in the contract. It's very common.

Another point is that EOI have no money. They are reliant on Nuog and they are simoly a 100% owned subsiduary. It seems doubtful that they could satisfy any substantial judgement or that any judgement could pass to Nuog. There are likely to be some caveats in the PL2002 licence though.

They don't even have any unencumbered assets. Pl2002 is pledged as security for the loan from Shard.

It's going to be an inconvenience. It will also have some impact on any fund raise. I guess Nuog will need to solicit advice on PVF's prospecrs of succes and publish it (it will be difficult though. If that is disclose via the Nomad to potential placees then it would make them insiders.)

At this point PVF haven't spent much money. It costs 120$ to file. But their legal advice will be a few thousand.

WOBWAT, I think you are absolutely right there. On the face of it the "costs for their account against revenue" is absolutely standard and will be well covered.

But they have prrsisted by filing statement of claim (it is inconceivable that nuog knew nothing of this. It may have been unexpected but could not possibly be an ambush).

The obvious question is why. Is it just a "random chancer" or more than this.

We have no idea what extra-contractual obligations may have given by conduct. Eg Minty saying "its ok Brian, we wont let you lose you house over this". The further question then becomes if any such undertakings have been given were they corporate or were they ultra vires.

On the public information I am confident the action will fail. But given AM propensity for stringing along there is some small chance of a smoking gun.

Mikets,

I agree it is unlikely that NUOG have sat on it. It's only 10 working days. If I gave that impression it was unintentional.

"That is scaremongering MajotMiner. A claim always has to be lodged or “issued” at court (if legal proceedings) before it is served on the Defendant or Respondent"

Quite true - here. The CPR will also dictate which of the pre action protocils should have been follow so there are loads of other thing that will have happened first. Our system is intended to stop things getting as far as a court claim if possible.

But it an erroneous leap of faith to expect an independent Canadian province to have the same system. It is very different.

From a quick bit of research a claimant files particulars at court. Within 12 months they (not the court) serve them on the respondent (if they choose to). Skeleton response is required within 10 days.

After that they can invoke arbitration etc to try and resolve the matter and if unsucessful reapply to court to have the case listed for trial.

Personally I would think PVF would have to establish some form of bad faith eg material non disclosure or a breach of contract eg a lockout. In the latter case there would be contractual provisions for dispute resolution. The court may order those apply.

It will be an unwelcome distraction. The uncertainty caused will likely impact any fund raise.

"So Pvf never spent 12 million Canadian dollars as Nuog rns said then?"

Ffs BT. You know that is a total fabrication and the RNS said absolutely nothing of the sort.

No they cannot table additional resolutions to put to a vote.

https://www.lexisnexis.com/uk/lexispsl/corporate/document/391387/55YB-2GD1-F186-H3TX-00000-00/Proxies-and-corporate-representatives_overview#

Hopefully the link above works. Should help clear up how to appoint different proxies.

What I am unsure about is the mechanism to use if you don't have your voting card.

Wobwat, you can appoint anybody you like as your proxy. They need an appropriate nomination.

Generally you can use the supplied proxy and replace "chairman" with "Fred Bloggs".

Thus somebody attending could garner proxies until the last minute. Look up "proxy fight".

Also there is a potential avenue that different proxies can (at least in theory) be appointed for differnt shares. In theiry you could have 500 different proxies if you owned 500 shares.

Obviously that would force a poll since it would be a major distortian of voting.

I am not expressing any view as to whether any of this is a wise course of action. Just a possible one.

In terms of amendments or additional resolutions in the alternative it is too late. The minimum time has passed (thoigh with 5% - or is it 10) a shareholdercan call a GM.

Cobrakai1, the only way to get any caveats is for the BoD to believe it will fail. They can only give undertakings anyway since a resolution must stand or fall as written.

The vote is a show of hands. Each proxy = 1 hand. The BoD will know beforehand of course how many proxies each way they have. If that net exceeds the number of attendees then the is no threat. They will also know the shareholdings represented by the oroxies, so if there is a threat they can call a poll if that bolsters support.

I suspect, however, there are very few proxies received. Consider the AGM. They only reason for conceded was that there were more attendees (not all that many) than proxies. Otherwise they would have carried on the proxies. This shows the apathy when it comes to voting matters.

There is therefore a reasonable chance that a modest number of nays could swing it from the floor.

But what then ? They will be limited as to what can be raised by the current powers (as reduced by their undertaking). In effect they would be forced to conclude a deal ans get to revenue on the current cash.

Of course they could ask the shareholders "can we raise x for this" specifically (at some cost each time) but that is not really a practical proposition.

Hobson's choice. Accept the potential (likely inevitable) dilution or say "enough" and sign the likely death warrant.

The reason for mentioning the "aggregate nominal value" is simple. It's a current requirement under corporate governance guidelines when seeking authority to allot. It is the text of the enabling resolution that is all. If you are bored look at any aim companies meeting requisition where authority is sought.

SBP, Thank you for the Tigre link. It seems to me that they are in pretty much the same apparent position as MfDevCo. They have a solution where the technical elements are largely defined and they are looking for a project. Their timeline is interesting of course. I have thought likely 3 years until revenue. They seem to think the same and helpully have their idea of what the roadmap may look like. It is also the case that the apparent plan is predicated on 2 major assumptions:- 1. There is an existant offshore station and transmission possibility. 2.There is 600 mw spare capacity (since the transmission idea is to interleave into the 'spare' capacity inherent with dealing with the peak production from wind). We know for sure where tigre are targetting. Because they say so. We know that the required infrastructure does not yet exist (but is happening). I think it tells me that tigre are in pretty much the same position as MfDevCo. It is possible that either could be further ahead with more detailed front end designs. But even with a full front end design which happened to be a perfect fit to an acquired project this wouldn't make a huge difference to overall timeframe until revenue.

Wobwat, Petrofac are duty holders on Schooner and Ketch. https://www.google.co.uk/url?sa=t&source=web&rct=j&url=https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/764723/Ketch_Decommissioning_Programme.pdf&ved=2ahUKEwjlvPzn5ffiAhVioVwKHaiuB3gQFjACegQIBBAB&usg=AOvVaw37Mc43tsCOonFjTYot3ueC I am not going to draw any inferences, but they have a strong interest in whether the fields are decommed or repurposed.

SBP, "The only money that might make its way to NUOG is a dividend from the SPV equity ( if Minty recommends it)". No. That is probably the least likely way. A dividend can only be paid out of retained profits. There will be none until such point as MfDevCo is able to pay its liabilities (that is a 1 sentence summary of hundreds of pages of guidance). Minty wont recommend it. It is not in his power (but he will be involved in the decision). The BoD as an entiry recommend. The shareholders (strictly members) approve. So how might money flow earlier than that ? Currently there is debt from both Nuog an RMRI. You can see this in MfDevCo books. This can be paid. MfDevCo can also have whatever revenue sharing agreements with RMRI and Nuog (for that matter with anybody) it feels. I imagine it has some (at least in principle currently). What we have no idea of of course is what they may be. But we can be reasonably certain they are equitable, based on participation towards ant given project (that is what the board had previously announced). However, it is obviously the case that miney flow if it is there to flow. Initially MfDevCo will be paid (presumably at industry average rates)for the serice it provides to the SPV. The size of these is unknown but it is reasonable to assume there will be a profit element. Whether or not these exceed what MfDevCo meeds to service its day to day business is currently unknowable. However if there is money able to flow then it can eadily be flowed. The same obviously applies with any source of cash from SPV into MfDevCo. Importantly it also applies to how funds will flow from SPV to MfDevCo in the first place. I guess the summary is that funds can easily flow frim MfDevCo. But that doesn't answer how much may be available to flow.

SBP, I think things are investable now. The question is on what terms. Ultimately it is the structure and terms of any deal that matter. The earlier it is in the project lifecycle the more that will have to be given. As you rightly point out any actual revenue generation from production is some way away. Monetising earlier will be challenge, and doubtless involve a substantial long term price - just like it does on any other project.