pitts77h
9 years ago
TXO News from Tim Baldwin's office above the HIV Clinic..an offer you surely can refuse
http://www.shareprophets.com/views/18675/txo-news-from-tim-baldwin-s-office-above-the-hiv-clinican-offer-you-surely-can-refuse
Our old friend Tim Baldwin of TXO, RAM and Cientifica infamy is still at it. TXO (booted off the Casino in Mar 15) narrowly managed to avoid the stake through the heart when GBG did come through with a £250,000 loan to pay off some of the debt due on 31 Oct 15. Tim no doubt managed to convince the rest of his creditors – estimated at another £250,000 to give him more time. The question is, with the lobster pot closed to new lobsters, how to get more cash through issuing confetti? Easy..
The first step was to change the name from the thoroughly discredited and despised TXO to Clean Tech Assets as reported on Share Prophets (about a month after the event it did finally register the name change with Companies House). The next step is to try to get the lobsters already in the pot to cough up more cash. A load of Bonus warrants have been issued to existing shareholders and they needed to be exercised by end Jan 2016 16 at the bargain price of £1.
TXO is listed on joke matched trade exchange JP Jenkins with an indicative price of 40p – not that anyone has bought at this price as no trades have gone through since listing in March. Before Christmas, Tim and his buddy Chris Foster, who are the only remaining directors with the others having walked back in Oct, sent out a letter to shareholders which you can read in full here.
Before I expose what complete nonsense it is it is worth reminding ourselves that TXO did not have to be booted off the Casino as it had an offer of a Nomad, but that offer was conditional on Tim and Chris standing down. Tim and Chris refused that offer and got TXO booted off the casino, thereby lobster potting the shareholders from whom they are now trying to extract more cash.
The letter, posted from Tim's brand new office above the HIV Clinic in Watford, contains all the usual jam tomorrow promises that Tim is so famous for. The main event is GBG, wow lots going on there and the long awaited plant in the Bahamas is expected to open in 2016. Great at last! We can surely find out all the details on the GBG website: grandbahamagroup.com/
“Our new website will be coming soon, in the meantime, view the video below to see the approximate look and feel of the MARPOL Hydrocarbon Recovery Plant we have planned for Grand Bahama in 2014.”
I think that about sums that bit up. I could go into more detail about the other guff including the great contract to clean up Clifton in Mar 15, which was the ramp at the time TXO got booted off the Casino, which never started and has now time expired, but you can delve into all that for yourselves.
Next up is Oil Tech Royalties. The ramp at time of booting off was that some newly formed Panama based investment company had bought shares in OTR from one of the other JV partners at a price that valued TXO’s stake at 3M Euros. OTR has no web presence at all and we do not know who runs it or who the other JV partners are. It claimed to have some wonderful “vibrocavitational ultrasonic reactor valve which is capable of improving the homogeneity, and viscosity of heavy crude oil, low quality fuel oil and diesel” and according to the letter they now have some wonderful planet saving synthetic fuel oil which is now the short term focus of the company and funnily enough uses the same valve!
So the “non-binding letter of intent with Abdulaziz Abdulmohsin Al-Rashed Sons. W.L.L. to form a joint venture in order to promote and commercialise OTR's technology in the State of Kuwait. OTR will provide their proprietary technology and technical know-how for the pilot tests to establish the efficacy of the technology in its potential use at power generation facilities and for use in the treatment of heavy oil in Kuwait. Al Rashed will assist in providing the introduction of OTR to potential customers and in identifying locations and resources required for the test” announced back in Oct 14 and ramped again at time of boot off has not exactly worked out as hoped for. So let’s reinvent what the wonder valve does and try the scam again.
The sale of ARL is expected in Q1. They neglect to mention that it is conditional on an IPO. I wonder how that IPO is going with Oil sub $35? ORS goes with it, but as ORS was asset stripped in Jun 15 (something the TXO annual report neglected to mention when it gave ORS a ridiculous valuation) and should have been struck off on 15 Dec 15 for not filing its Annual Report (I am still waiting to hear back from Companies House why it has not happened) it is no great loss.
Finally we have Alpha Prospects another Tim and Chris investment company now also only listed on JP Jenkins. It is not clear from the letter whether it is TXO’s stake that is valued at £200,000 based on the indicative price of 3p for Alpha shares or whether the whole of Alpha is valued at £200,000, which would be about what Chris valued it at when he bought RAM’s shares in Alpha from the administrator for £12,000. Hill Street Investments (another Tim Baldwin failure) administrators still have no found a buyer for the Alpha shares they have.
Then some guff about shareholder communication – should say we will only contact you when we want your money.
Then the free gift! The 2 companies being given away are MARINE WASTE OIL RECYCLING LIMITED sole director Tim Baldwin and done nothing since incorporation in Sep 15 – Value £68.40 inc VAT and CLEANER FUELS LIMITED – Ditto.
If shareholders were mad enough to exercise their warrants, then they will get a disproportionate share of this wonderful gift. This is based on them being disproportionately more stupid than others in the lobster pot and therefore potentially an easier touch to get to fork out more money to put into these worthless POSs.
And guess what? the letter providing these free shares has recently arrived and not only are they free, lucky shareholders will get preferential treatment when they part with more of their hard earned cash to support these wonder companies that are building containers to house the wonder products of GBG and OTR. Is it me or is there a strong smell of boiler rooms around here?
TXO’s Annual Report to 30 Sep 14 is under investigation by ICAEW due to the grotesque way it overvalued the carrying value of assets, among other things. Will that put a stop to the way Tim Baldwin preys on ordinary Private Investors to fund his life style. I doubt it – the fight goes on.
pitts77h
9 years ago
Illegal AGM? From another site:
4 Nov'15 - 13:50 - 7807 of 7818
A shareholder has just received this from his nominee account provider:
TXO PLC - Important Information
The new name of the Company is Clean Tech Assets Plc.
Important Information & Other Key Dates:
The Name Change received shareholder approval at the recent Annual General Meeting and subsequently became effective on 27th October 2015.
The Board of Directors consider that the new name better reflects the current and future operations of the Company.
Should you wish to find more information about the Name Change, please visit the TXO website, hxxp://www.txoplc.co.uk/. The website will direct you to the new Clean Tech Assets Plc website, which the Company advise will be up and running shortly.
27th Oct may have been when they finally bothered to tell Companies House, but they took the website down on 22nd without informing anyone that an AGM had taken place or what the resolutions were and what the result was. The AGM was clearly not correctly called and all shareholders should demand of their nominee account providers first an explanation of why they were not properly informed of the AGM and when the Nominee account providers say we did not know, shareholders should demand that the Nominee account providers, as the shareholders on the register demand that all resolutions passed be declared void and that a properly constituted AGM be held so shareholders can exercise their rights to vote on the resolutions either in person or by proxy.
Sweet Karolina
19 Nov'15 - 17:08 - 7814 of 7818
I note - now it is finally on Companies House beta service (submitted to Companies House on 14 Nov ie nearly 1 month after the event) that the ILLEGAL AGM held on 20 Oct passed an ordinary resolution (50%+ required) to allot 3 Million new shares, ie yet another 60% of the company and then Special Resolutions (75%+ of votes needed to pass) to disapply pre-emption rights ie existing shareholders do not get a look in and a Special resolution on the name change.
No wonder the weeble wanted to keep all that as quiet as possible, there could easily have been enough angry ordinary shareholders to vote down his dastardly plans. That 60% could be issued for as little as £300k but only if the weeble can find anyone stupid enough to pay the nominal value of 10p a share for them. JP Jenkins has them at 40p indicated price which means nothing as there have been no trades.
I note Alpha Prospects is now on JP Jenkins, having lost its GXG listing and clearly failed to get any other RIE listing, at 3p indicated price with no trades.
pitts77h
9 years ago
Interesting post from another board:
If you go to:
HTTPS://beta.companieshouse.gov.uk/
You can search any company and access all its companies house filings. If you want the TOG annual report for instance you can get it there. You can't get the ORS annual report because it is way overdue.
Please note the difference between an annual report and an annual return. All an annual return does is tell you how many shares of the various types are in issue - TXO has loads of deferred shares arising from the capital restructurings it has had to do to lower the nominal value in order to issue yet more shares. They currently have 2,168,868 ordinary shares ie over 2.1 Bn pre 1000:1 consolidation. If you remember there were about 1.4Bn in issue when the consolidation actually happened. The annual return also tells you who the directors are and also who the major shareholders are.
When a company issues shares they raise an SH01. Most of the extra shares that have been issued have been exercising of convertible loans at prices way below the announced conversion price. There are also shares issued to directors: one for £56,250 at £1 (0.1p old money) and one for £86,668. It does not name the directors that took these shares.
You will hopefully remember that TXO, as well as issuing "bonus" warrants to existing shareholders in the hope some would be daft enough to part with more cash to exercise them by 31 Jul, tried to get existing shareholders to make an offer for the shares arising out of fractional entitlements. There is nothing on the TXO website about this (indeed there is nothing on the TXO website about the bonus warrants) but people who were stupid enough to still be holding TXO shares when they delisted and have registered with the TXO website got both these generous offers to part with more of their cash in return for worthless TXO paper, and posted about it on LSE. TXO claimed there were 50,000 shares arising from the fractionals - a suspiciously high and a suspiciously round number (100 shares pre 500 to 1 split post 500,000 to 1 consolidation, ie all the shareholdings on the register (ie not the smaller PI holdings held through nominee accounts as it would have been the total nominee holding that was subject to the 500,000 to 1 consolidation and the fractional from that would have been what contributed) added up to between 50M and 50.5M shares. To achieve that there would have had to be at least 200 shareholders directly on the register who did not have round number holdings, despite over £30k being raised by issuing more shares to people who wanted to round up). My guess would be that some directors shares have been added to that pot as a way of converting those directors shares into cash. Unfortunately the annual return does not give details of directors' holdings so it is not possible to determine what if anything they have done with either the shares they had previously or those that they have been issued with as remuneration for the wonderful job they did running the company into the ground and leaving shareholders stranded sitting on a consolidated number of bits of worthless company paper
pitts77h
10 years ago
Excellent post from another board:
fishermansfriend 17 Jun'15
Having been booted off of AIM and now on the totally illiquid JP Jenkins platform, the company is desperate to screw some more cash out of the mug punters who have been trapped, as they have no way of issuing shares to bucket shops to flip on to new mug punters as they did in the past when running out of cash.
They intend to do this in 2 ways. Firstly with a blind auction for the fractional shares. They claim there were 50,000 new fractional shares ie pre-consolidation 50M shares were fractional and therefore stolen from shareholders by the ridiculous 500,000 to 1 initial consolidation. This is an exceptionally high number (remember they got £30k from people who rounded up their holding) it is also a suspiciously round number. Almost certainly the number of real fractionals is much much lower and they are hoping enough mug punters offer enough for them so they can pocket the rest. They do not pay anything to anyone whose fractionals, less costs, would amount to less than £5.
The second way they hope to squeeze more cash out of existing shareholder is to give them a free warrant for every 4 shares they hold. Existing shareholders can then pay £1 per warrant to convert some or all of them into 1 new share per warrant exercised. If everyone exercised all their warrants this would net the company £367k. The warrants need to be exercised by 31 Jul 15, after which they will just disappear from your account (often warrants can be exercised for a considerable period so you can decide to exercise them when there are real results and you know what the shares you get could be sold for, but they clearly want the money asap – Why?)
The company is desperate for cash and has major debt repayments due in Oct, plus there will be a lot of outstanding bills, including directors fees and related party transactions to pay.
They still have not produced the Annual Report, which was said to be well advanced back in January. Later statements claimed the auditors were due in in May, despite earlier assurances that the Report would be out end of Mar. There is clearly a major problem getting the auditors to sign off – one of them may be not actually having the cash to pay the auditors and that might be the motivation behind the fractionals blind auction. The £1 warrant exercise price is clearly a hint at what sort of price anyone stupid enough to bid at all should bid at.
Remember that this company is now totally unregulated and can say whatever it likes (not that the previous NOMADs did a particularly good job of keeping their lies and false promises in check).
Alpha Prospects pulled a similar warrant issue stunt recently. Alpha shares are totally illiquid on GXG they claim the shares are worth 3p, the recent acquisition by Alpha of EEGC and TXO’s holding of TOG (TXO have not actually announced that they sold their 25% stake for worthless Alpha paper) for Alpha shares valued the Alpha shares at 2.5p, yet the Alpha Warrants were exercisable at 0.5p and, outside of Chris Foster, very few Alpha shareholders took up the opportunity to take advantage of this seeming bargain – I wonder why.
Just a reminder on TOG it had 3 “assets” Plus debts to TXO of over £200k and debt to Alpha of about £40K, which it has absolutely no hope of being able to repay. The “Assets” were:
100% ownership of GSLM – in liquidation and totally worthless
50% stake in the outcome of the Smart Win case – There was no value to come out of the settlement, which although being kept confidential we do know that as a minimum Smart Win got the 32M EEGC shares (worth $250k max, if Smart Win can off load them to mug punters in the US) that were held in escrow as security and no doubt got a load more too.
33,333,333 Alpha shares.
Thus with 25% of TOG TXO had an indirect interest in 8,333,333 Alpha shares.
TXO sold their stake in TOG for 7,691,000 worthless Alpha shares – good deal which proves that even Tim Baldwin admits just how worthless TOG is. No wonder they never bothered to include this little fact in the highly misleading “Empire update”
No doubt when / if the long awaited annual report does come out it will be chock full of promises of great things about to happen.
The Athabasca listing – where has that got to? Nowhere it was never a particularly good scheme when oil was $100+; it won’t even get a look in now and for a listing on AIM the CPR must be less than 6 months old and that 6 months is nearly up.
ORS – had its first strike off notification. I am not sure exactly what they have done to annoy Companies House so much – not late filing of accounts as they are not due until 19 Jun, they did not file the annual return when due in Feb but Strike off notification seems a bit excessive for that and it is so easy to do I can’t believe they would not have just filed it and got the strike off action discontinued..
OTR - clearly a scam with that Panama investment company supposedly buying OTR shares valuing it at 3m Euros about a week after it formed.
And of course GBG, its website still says “Our new website will be coming soon, in the meantime, view the video below to see the approximate look and feel of the MARPOL Hydrocarbon Recovery Plant we have planned for Grand Bahama in 2014”. What happened to that new barge? What happened to the plant that was to be built at a new site? What happened to that $10m contract? - that question is partially answered by this:
HTTP://www.tribune242.com/news/2015/jun/16/after-10m-oil-clean-pledge-why-clifton-still-pollu/
Naturally there will also be promises regarding getting a listing somewhere – I would guess if they can scrape the fees together it would be on GXG like Alpha and be just as illiquid as JP Jenkins.
If there are any existing shareholders out there who do not feel they have yet lost enough money on this total dog and want to transfer more of their hard earned cash into Tim Baldwin’s bank account then they should do their own research and make their own investing decision. There are always a few mug punters out there, but I sincerely doubt they will raise anywhere near enough from these wonderful schemes to get them past end of Oct. It will be interesting to see (if we ever do) what the auditors have to say about the company’s ability to remain a going concern. If the report is not filed with Companies House by 30 Jun then they will face a fine and may have strike off action taken against them.
oilsleuth
10 years ago
An interesting post on uk advfn today by truth_hurts:
TB's greatest fear is that of exposure. I don't think he's driven as much by ego (although that is a HUGE factor) as he is by FEAR.
Nobody knows where all the money and shares actually went in the various "deals" he and his fellow felons have put together over the years. Sure, the director fees, perks, and "retirement funds" have been amazingly lucrative for someone who's failed to generate any revenues at all, but it is my belief that the REAL money is made on phantom transactions with offshore entities.
If he loses control of his companies, if he loses access to information about any legal or accounting searches through the company records to see who has actually benefitted from these transactions, he knows he is in serious trouble. He has built a house of cards, and he absolutely depends on controlling access to the information used to create that house.
FF may differ, but I don't believe he is a dolt who was taken in by Malcolm Bendell in TOG. I don't for a moment believe Tim Baldwin was "taken in" by another conman, and wasted TXO assets on a failed vision from a raving lunatic. It is my belief that he and Bendell had a beneficial partnership, used to launder funds from their various criminal transactions through a multiplicity of offshore and almost untraceable transactions. They shared a crooked accountant, Mark Callaway, who "worked" at RAM, Silk Road, East African Oil, Frontier Mining , and EEGC. They had a common interest and a common bond, and hoped to use their various frauds to compliment and support each other. See, in addition to TOGL and TOG, the Coleridge Resourses "deal" whereby Malcolm Bendall and the TXO crew tried to turn a defunct and stolen empty shell company into a 35 million payday using nothing other than a few sham transactions and press releases.
They currently share and have the active support of a deeply crooked and nearly bankrupt lawyer in constructing these transactions.
They didn't, and don't, care whether TOG (or Athabasca, or OTR, or ORS, or GBG, or even TXO) live or die. They are simply conduits to funnel shares and cash. If those shells collapse (sorry, WHEN they collapse) they will be replaced by other front companies and the fraud will continue.
He is a criminal who fears exposure. A sociopath, a liar, a fraud. That's the simplest explanation.
Drunken Sailor
10 years ago
There has been a lot of Market Abuse on the ADVFN threads and I have not got the energy to deal with it all.
This might be of interest to you though:
http://uk.advfn.com/cmn/fbb/thread.php3?id=30345497&from=223
one of Smartwins owners/backers in the crapper
sino aus. oil finished it seems
smartwin may not b able to continue courtcase will lose by default
fishermansfriend may not now b paid for his malicious efforts lol
lifes becoming a bitch for fish folk
read on
ASIC (Australian Securities & Invest Comm) has taken legal action against Sino Australia Oil and Gas Limited (SAO) and its former chairman, seeking financial penalties and disqualification orders.
Launching civil penalty proceedings in the Federal Court of Australia against SAO, ASIC is seeking declarations the company breached its continuous disclosure obligations and made misleading and deceptive statements in its prospectus documentation during 2013. ASIC is also seeking an order imposing a pecuniary penalty on SAO.
In its civil action against Tianpeng Shao, SAO’s former chairman and executive director, ASIC is seeking declarations Mr Shao failed to act with the proper degree of care and diligence as a director and breached continuous disclosure laws, and that he be disqualified from managing companies.
SAO listed on the Australian Securities Exchange Limited (ASX) in December 2013 after raising nearly $13 million from investors.
In March 2014, ASIC obtained an injunction on an urgent basis following concerns that SAO was about to transfer $7.5 million – representing almost all of the cash held by SAO in Australia – to bank accounts in China for purposes that were not disclosed, or not properly disclosed, in SAO’s prospectus. The injunction, which has been extended on a number of occasions, is in place until 6 March 2015.
ASIC’s investigation into the matter is ongoing.
The proceedings are listed for a directions hearing in the Federal Court in Melbourne on 6 March 2015.
Drunken Sailor
10 years ago
Great new share Prophets Article out
http://www.shareprophets.com/views/10237/txo-tim-baldwin-s-2015-aim-train-wreck
??I asked in my last article “What are the chances of TXO beating the hex of publishing results on the final day possible meaning you are bust before you get to publish the next set?” the answer that has been given over the past few days seems to be: two hopes and one of them is called Bob, the other is called No!
We all know that Cientifica (CTFA) was his 2014 AIM train wreck (survived for under a year before suspension) and before that in 2013 RAM Investments (RAM) was a complete train wreck where despite booting Mr Baldwin off the board (after 4 and a half years), the non-execs who took over could not salvage the disaster he had left them.
Discounting the RAM subsidiaries, there are other non-AIM listed train wrecks in recent times we should not forget! In 2013 Equity For Growth was dissolved and GBin had liquidators appointed (liquidation still ongoing!). In 2014 Silk Road Minerals was dissolved as was Silk Route Resources, bit most pain fully for Tim was the appointment of administrators to Hill Street Investments, his Mayfair investment boutique.
I could go all the way back in history to list all Tim’s train wrecks, but I won’t; all I will say is there is not one example of a company the Tim Baldwin has been on the board of that has delivered a return for shareholders and TXO will be no different, neither will any of the other non-listed companies he is still on the board of, nor will any future company he sets up. Average time of time of start-up / joining the board to train wreck is about 3 years, so TXO having survived almost4 years since he “saved the company” is doing better than average.
Shockingly the company suddenly seems to be waking up to the need to respond to shareholders’ requests for more info (could the chocolate teapots have finally stiffened up?:
“In response to shareholder questions, the directors of TXO plc ("TXO" or "Company") wish to provide further information regarding the financing and trading updates published on 21 January 2015…
It was also reported in the trading update that the contract announced on 28 April 2014 had now come to an end. The contract won by GBG through its subsidiary Morgan Oil Marine (Bahamas) Limited ("MOM") related to the remediation of a significant quantity of used oils from three storage ponds on Grand Bahama. TXO would like to remind shareholders that it is an investment company, holding an interest of 35.67% in GBG, and as such would not have any direct benefit from the contract but would potentially see an increase in the value of its holding in GBG and distributions in the way of dividends from GBG as a result of this and other commercial activity. GBG has made no official statement to TXO on the likely outcome of the remediation contracts relating to the works mentioned in the release and the directors of TXO do not have immediate access to the accounting information of GBG, but have requested the results as part of their own financial reporting and planning exercise. As and when this information is made available to the Company an update on the possible value and performance of GBG may be made, if considered appropriate.”
Which translates as we have been forced to admit that we have not got a clue what our investee companies are really up to and we just publish in RNSs whatever they tell us (or maybe it is whatever we ask them to tell us!). Sorry guys and gals all Baldwin companies are just illusionist tricks. He may be a nice guy (until you challenge him then he turns into a bully and like all bullies is really a coward) but the reality is he does not do due diligence or detail because all he is really interested in is whether there is a story he can spin to investors and creditors that will keep the gravy train on the rails for a bit longer.
Bergen knows what is going on. It is not waiting to find out how few p in the £ it might get from the administrator. It has converted another wedge and will dump it as soon as possible. It is in profit overall thanks to what it has already been able to dump, so everything else is just a bonus – it no longer cares about selling at a profit to what it actually paid (which is 0.074p).
Do your own research, but do it quick so you can get out ahead of Bergen and before suspension, which could come even before the Nomad leaves on 20 Feb and the shares are suspended.
Drunken Sailor
10 years ago
Great new share prophets article:
http://www.shareprophets.com/views/8724/txo-and-the-truth-about-that-court-case-in-new-york
Having seen how warmly received my last article about this wonderful AIM investment company was, I have been itching to do another one, but wanted to wait to see the outcome of the “Smart Win” summary judgement hearing which took place in New York on Thurs. The side that TXO are on – Empire Energy is the defendant, but have a counter claim for $3Bn. Tacky US legal tactic: you sue me for $Ms, I countersue for $Bns, you back down and drop the whole thing, or we spend ages and loads of money on lawyers creating a complete pantomime, which just makes the highly principled and well intentioned US legal system look like the Keystone Kops.
So what is the case about? It all starts back in the 70’s when “Mad” Malcolm Bendall had a vision from God showing him oodles of oil under Tasmania.
“ GSLM and its predecessor companies were established as a result of a vision that founder and current CEO, Malcolm Bendall, received from God in 1977. In this vision, Mr Bendall saw large structures on onshore Tasmania. It has now been 35 years since this vision”
There is then a great saga involving conspiracy theories around a Chinese Government inspired plot to steal all this oil from Mad Malc, which I will tell in future articles, along with how TXO ended up with a 25% interest in 50% of the award from this $3Bn countersuit. But for now Investors need to understand the recent history
The whole legal process has been dragged out for over 4 years from first filing. But in April 2014 Smart Win were finally able to raise the documentation for a trial without jury, as the contract clearly states that both parties irrevocably waive their right to trial by jury. Empire’s Counsel – Paul Batista comes back with “we demand trial by jury” – no justification, but a clear delaying tactic to have more motions and hearings, but no actual trial. Smart Win say let’s forget the trial, it is so blindingly obvious that Empire breached the contract and their counter claims are nonsense, why waste time and money on a trial, give us summary judgement. Friday's RNS actually explains that really rather well, by quoting verbatim a statement from Paul Batista :
“Under New York law, a motion for summary judgment is a process by which one party seeks to avoid trial by asserting that the facts are so clear that the party moving for summary judgment should win solely on the basis of information contained in affidavits and other documents. When summary judgment is denied, the issues as to which summary judgment were sought are reserved for trial.”
And as Friday’s RNS says:
“Justice Oing explicitly ruled that summary judgment could not be granted to Smart Win on all four of the causes of action it had asserted in the complaint Smart Win filed in 2010.”
Summary judgement was denied because there were holes and uncertainties in the reams of filings over the 4 year period, in a sad way this is not all that surprising. The 4 motions were: get the loan back from Empire, foreclose on collateral and get what is left from Mad Malc under his personal guarantee (these 3 will always go the same way) and dismiss the ridiculous counter claims. Therefore the issues all go to trial, there has been no victory of one side over the other, again the RNS says that:
“Mr. Batista notes that nothing in today's rulings by Justice Oing can be viewed as a prediction as to whether Smart Win or Empire will prevail in whole or in part on their respective claims against each other.”
There needs to be another session to sort out a date for the trial and whether it is by jury or not, so nothing is actually going to happen until 2015. That is if there is a trial. TXO shareholders have funded a lot of what has gone on up until now. TXO have said they do not intend to fund the trial (intentions can change), but seeing as they need all the money recently raised to keep the lights on and pay down debt and those all-important directors fees, now capped for non-execs (not execs) at double the national average salary, TXO would probably struggle to pay, even if they thought they could get away with changing their minds. So who is going to fund this (Mad Malc needs others to pay his hotel bills!)? But surely this was all really good news for the TXO side? No not really, the only really substantive judgement the judge made that does affect things going forward is:
“Justice Oing also determined that the 2008 agreement between Empire and Smart Win, while it did contain language relating to a joint venture between Empire and Smart Win, also indicated that a further, more detailed agreement was required for a formal joint venture and that such an additional formal document, while prepared in draft, was never executed. Justice Oing noted that a joint venture could arise from an oral agreement, as Mr. Batista and Empire had argued, but that under the relevant original contract documents, although they referred to a "joint venture" between Smart Win and Empire, it was essential that a further document be executed."
Oh dear! that is the key plank in the relatively sane case Paul Batista tried to make kicked out. I will explain the whole JV thing in future articles. Which I guess leaves total reliance on lunatic conspiracy theories, which I will also explain in future articles.
The really really important thing that TXO shareholders need to understand, but most don’t, is that Smart Win is a BVI incorporated shell, which only had A$5m put in by 2 mainland Chinese, HKSE listed companies. Well that A$5m has gone and there is nothing else. An award against Smart Win would just result in immediate bankruptcy and a “you can have the sign on the door of a Hong Kong Office and any paper clips you can find inside.” So where is that $3Bn going to come from (assuming there is someone mug enough to fund the trial and by some miracle EEGC win)? In exceptional cases, it is possible to pierce the veil of incorporation, but what would be the legal basis for doing that in this case? Presumably that case would need to be heard first in BVIs where Smart Win is incorporated. How easy will that be, how likely would it be to succeed, presumably it would have to rely on the absurd conspiracy theory again. After goodness knows how many more years and how much more money, if successful, maybe they get to go after those 2 Chinese companies who do have money. Great! in a Chinese court with Chinese judge and Chinese lawyers, they make their case that Chinese companies owe $3Bn because the Chinese Government was involved in a conspiracy to steal a licence, which by then will have expired a decade ago, that the Competent Persons Report at the time gave a best COS of 2%. See my last article for what TXO’s own broker said about what a great prospect it wasn’t.
TXO have never given this background. They have put links to certain filings on their website, but only the biased ones produced by Paul Batista. They have never explained that the chances are better of winning the jackpot in the national lottery just buying 1 line for 1 week than they are of TXO actually seeing any money. However Paul Batista did in correspondence with an Empire shareholder:
“Once the court rules on it [summary judgement] we will move to a trial which should take place either by the end of this year or early next year. Smart Win seeks $4 million in their suit and EEGC seeks up to $3 billion in a counter suit. Smart Win is a shell set up by two major Chinese companies and has no assets. A win by EEGC will result in EEGC having to go after them in China using a Chinese Lawyer and we don't know how that will work out.”
TXO’s current Nomad knows all about it, but has done nothing to make sure ordinary TXO shareholders know. So when a pretty well written, for a change, RNS comes out, most ordinary shareholders really are not aware of the key background facts and think this is some great victory, just a step away from a share in $3Bn! And then there is unregulated PR like this awful Proactive Investors article that leaves out all the caveats and twists the words deliberately in order to suck in PIs and get the BBM’s high fiving each other:
“TXO said a New York judge denied a A$2mln motion by Smart Win while ruling that Empire could proceed on its breach of contract counterclaim against the firm.”
Factually incorrect because key words from the RNS have been missed out and utterly misleading! 10M shares were dumped at close on Fri, presumably by Bergen (we will find out when the next holding’s RNS comes out) they would have been dumped at 50% profit to what Bergen actually paid. Bergen has only managed to dump 8M over the previous 2 weeks prior to the announcement of this great legal victory. Clear as day, pre-meditated (or is it so automated they don’t even need to think about it?) and orchestrated market abuse! I understand FCA has been made aware and we are all waiting with baited breath for nothing to happen.
temmujin
10 years ago
TXO to fly on Dalby's upbeat analysis
27 Oct 2014 by Stewart Dalby
AIM-listed TXO, started out as an gas E & P some time ago and became an oil and gas investment company. It has a frontier exploration venture in Tasmania in which it has a 25 per cent interest but which is now non-core.
It also, through an investment has some small oil production in Kentucky in the US. It wanted to divest this holding, but believes it can increase production through Enhanced Oil Recovery methods, which it intends to commence shortly. It is continuing its career as a conventional oil and gas group through a 18.8 per cent stake in Athabasca Resources, which is looking for listing is looking to list and exploit heavy oil tar sands in Canada.
But management time these days is largely taken up advancing its core activity: its hydrocarbon recovery and remediation business in The Bahamas.
TXO has increased its investment in Grand Bahama Group (GBG) to 35.67 per cent. When TXO presented at our November 7 conference 2013 the holding was 30.17 per cent. GBG’s 100 per cent held subsidiary Morgan Oil Marine (MOM) was planning to build a hydrocarbon recycling plant (HRP) at Freeport, in the Bahamas, which would have been able to treat slops and oil waste at a rate of 3,000 gallons a minute.
As an interim measure TXO utilised the barge “Martha” which can hold one million gallons of used oil, and is capable of processing the cargo on board. The barge can deal with some of the hundreds of ships which call at Freeport each year. The barge is free to roam among passing shipping traffic to pick up cargoes. It is estimated some 4,800 vessels dock in Freeport and a further 134,000 travel annually in the shipping lanes around The Bahamas.
The original plan has changed, however, because TXO has been buying into complementary technologies for oil waste recycling. Post the 2013 year-end TXO took a 25.1 per cent equity interest in Oil Recovery Services (ORS) for £200,000 in cash. This group has proprietary technology for the reprocessing of contaminated oils and the remediation of dirty water. ORS technology removes the contamination from the oil rather than re-refining it, producing greater yields of usable oil, particularly fuel oil and is less harsh on the environment.
Apart from anything else ORS has ways of treating the waste oil which will obviate the need for a HRP facility, or at least such a large one as was being planned. This will result in a capital cost saving.
Using ORS technology MOM will be able to process at a rate of over 100,00O tonnes a year (27million gallons). But it has also discovered that there are man-made oil lakes all around the world and three of them are in The Bahamas. They are owned by a well-known major oil company and they offer a one off chance to validate the technology in a different field. The first contract has been successfully completed and another, to process 70,000 tonnes (14 million gallons), is hoped for.
Most recently TXO invested in a new joint venture company by buying a 30 per cent stake in Oil Technology Royalties (OTR). OTR has certain commercialisation rights to a patented acoustic flow reactor valve called “RAP” which improves the homogeneity, viscosity and API gravity of heavy crude oil and is used to create heavy fuel oil and diesel emulsions.
OTR was originally planned to be used by MOM, but recently TXO announced it was setting up a joint venture (JV) in Kuwait. The company has signed a non-binding letter of intent with Abdulaziz Abdulmohsin Al-Rashid Sons one of the largest commercial enterprises in Kuwait to in order to promote and commercialise OTR’s technology in Kuwait. But this is for the future.
TXO has been, in the recent past, bedevilled by feelings that the company is strapped for cash, that it is not generating revenue and its technologies are not well known. This has all impacted on the share price, which is bumping along just above the 52 week low of 0.14p at 0.17p.
But look at things in a different way. The company has arranged a convertible loan which allows it to keep the lights on. Leave out OTR altogether and the prize from The alone Bahamas could be great.
Accept that the company says it can process 124,000 tonnes of waste oil a year (26 million gallons). Accept also that MOM can make US$1 a gallon profit, then the cash flow to the company is a mouth-watering US$26 million a year.
This is some cash flow for a company which is supposedly strapped for cash. TXO’s share of 60 per cent of net distributable profits should filter back to the company. The market seems to be taking no notice of the acquisitions and progress made.
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