Welcome to Grandbridge

Grandbridge Limited (Grandbridge) is an investment company publicly listed on the Australian Stock Exchange under the code “GBA”.

The principal activity of Grandbridge is the development of companies, products and services within the private and public equity markets of Australia, USA, Europe and Asia.

Grandbridge also provides corporate advisory services to a select group of private and publicly listed companies.

Latest News

MEC Resources Ltd (MEC) (ASX: MMR) has released a statement to ASX on 20 12 2017 relating to BPH Energy Ltd (BPH). The statement is addressed in the following information.

Funding

BPH is aware of two funding offers and has been involved in two further funding offers to MEC and Advent. Each of these offers would have avoided the need to make any offer to farm out the seismic program in PEP11 and dilute shareholder interests as has just been announced by MEC. The offers in total comprise over $5m in funding and made with the objective of drilling in PEP11 and not 3D.

In summary there is over $5m of immediate funding availability subject to board changes in MEC with the installation of a neutral board, resolution of legal disputes and security of permits with drilling as an immediate objective in PEP11 at the Baleen drill target.(Please refer details below)

Bonaparte and PEP11 funding offer

A funding offer was introduced by BPH from a USA entity. The party introduced is a well-funded and highly experienced US hydrocarbon group with diverse skill sets, wide operational experience and new technology applications. Proof of funds was provided by this group to MEC and Advent Directors, including Greg Channon. Negotiations on the proposals were directed to Advent Director Mr Greg Channon.

The USA entity’s offer incorporated the joint venture funding of the work program for EP386 and RL1 in the onshore Bonaparte Basin including but not limited to meeting the EP386 permit requirements of a well and seismic and taking on the plug and abandonment liabilities (estimated at $2.5 m) for the two existing wells in EP386, namely, Vienta and Waggon Creek.

The 2017 MEC annual report confirmed that “MEC subsidiary Advent Energy had (spending) commitments”…“for its exploration permits of $20,522,500 over the next 12 months” including $2.5m of required permit compliance expenditures to retain EP386.

If MEC is unable to source further funding each of PEP11, RL1 and EP 386 each of these permits are immediately at risk. The work program “commitments to drill an exploration well and perform a seismic survey by the end of March 2018 for EP386” are not practically possible to achieve, there have been no announcements on the approvals for these activities and it is not reasonably possible to undertake these activities before the end of the current northern Australia wet season. The plug and abandonment liabilities for Advent for EP386 remain unfunded and are a significant residual risk for the MEC group and shareholders. There is a risk that if the EP386 permit is revoked that this may impact on the ability to retain the PEP11 permit. The 2D program at Baleen in PEP11 is planned and must be completed by the end of March 2018 to keep the PEP11 permit in compliance. Each of the funding proposals put forward were for the benefit of MEC shareholders and structured to address these issues.

An initial proposal for funding of $700,000 was put forward by BPH Energy to fund the PEP11 seismic 2D program. This was done in conjunction with a funding from the specialist US based group. A further funding proposal was subsequently made under Confidentiality Agreement. This offer was based on Advent initiating an immediate strategy to drill PEP11 after the current planned 2D program at Baleen offshore NSW. The manner in which the MEC and Advent directors dealt with these funding approaches, given the circumstances of funding requirements and permit commitments, is at least questionable.

Neither MEC or Advent directors are continuing to deal with the offer from this USA group despite this group affirming their willingness to continue discussions.

As part of this negotiation and as announced by MEC, BPH and Grandbridge Ltd agreed to suspend all legal proceedings at that time to enable the negotiations to proceed. MEC unilaterally walked away from those arrangements. Both BPH and Grandbridge have continued to affirm their willingness to re-engage for the purpose of achieving a global settlement and funding.

Shareholder funding offer

A funding approach was made by a current MEC shareholder for an amount of $500,000 to take up shares in MEC. This offer was not dealt with in any manner that reflected the urgent need for funding of MEC.This offer would have enabled MEC to fund the 2D program without a Farmin .

Further independent offer of $500,000

BPH was provided with an offer made to MEC from a well-funded independent Australian based investor group. A prerequisite of that offer (which was for $500,000 of shares to be issued at the same price as shares issued in the last MEC shareholder share plan) was that all litigation from each of BPH and MEC cease and for changes in the MEC board to enable MEC to proceed to an IPO of Advent.

This offer document was provided to BPH as it contained a condition that BPH suspend or resolve all outstanding legal matters. As mentioned above, BPH has been and still is prepared to enter into an arrangement which involves the resolution of all legal matters in conjunction with funding and change of board and proceeding to drill PEP11. MEC has not advised the market of this offer or any subsequent offers from this funder.

BPH is prepared to work with a new and independent board to assist in the funding both drilling and seismic in PEP11.

BPH Prospectus

BPH has a current prospectus for a rights issue to raise up to $1,177,404. A copy of that prospectus has been provided to MEC, as a shareholder in BPH. The prospectus sets out that an amount of up to $740,000 may be available to invest into oil and gas, which would include through Advent and MEC. The prospectus confirms that BPH “will continue to offer joint venture and transaction funding proposals to Advent and funding proposals to MEC” despite ongoing legal actions by MEC.

BPH has just announced an extension to that prospectus after it received confirmation of the notice of intention to move resolutions for removal of and replacement of the MEC Board.
A global resolution of the dispute and removal of the MEC board may put BPH in a position that its prospectus raising can achieve these objectives.

MEC Resources Limited (MMR)-Requisitioned meeting of shareholders by Grandbridge Ltd

Grandbridge Limited (ASX:GBA) (Grandbridge) is seeking the removal of Mr Goh Hock, Mrs Deborah Ambrosini, Mr KO Yap and Mr Heng Yu (MEC Directors) from the board of MEC Resources Limited (MEC) as we believe the MEC Directors are not fit to act as company directors and may have breached their Director duties. This announcement contains information on:

Potential breaches of directors duties

Invalid proxy

Use of company funds

Omissions from disclosure rules

Disclosures on ASX

Grandbridge Limited together with its major shareholder, Trandcorp Pty Ltd and Mr David Breeze (Managing Director), has requisitioned a meeting of MEC shareholders. At this meeting, MEC shareholders will be asked to appoint three nominees as new directors:

  • Mr. Thomas Fontaine
  • Mr. Anthony Huston
  • Mr. Gregory Gilbert

The meeting for the new appointments has been convened for Thursday 16 February 2017, although the requisition also included resolutions to remove the MEC Directors. This was deemed invalid by the MEC Directors. The basis on which the requisition to remove the MEC Directors was deemed invalid was technical and, given the circumstances below and in the opinion of Grandbridge, it was clearly rejected to protect the position of the MEC Directors from their inevitable removal. Grandbridge has lodged a further requisition for MEC to call a meeting of shareholders to move resolutions to remove the MEC Directors. This meeting will now be held on 9 March 2017.

Grandbridge sought an undertaking from the MEC Directors that if the new appointments are made, then the MEC Directors should simply resign. The MEC Directors also rejected this request. The only view that can be formed is that they were not willing to put themselves to a vote of all MEC shareholders and sought to delay every request to do so.

In the event the MEC Directors do not resign at or before this meeting, the further meeting will consider these resolutions. In the view of Grandbridge this should have been decided at the meeting on 16 February 2017 to save company funds.

Grandbridge considers its actions to be necessary to protect its investment in MEC and shareholder funds. We believe each of the Directors are not fit and proper to act in the position as Directors of a public company.

The following matters outline the serious nature of the actions by these persons and the potential breaches of their Director duties.

Invalid Proxy

Mr. Hock Goh and Mr. KO Yap were seeking re-election to their positions as Directors of MEC at the 2016 AGM. Prior to this AGM, Mrs. Deborah Ambrosini and Mr. Kevin Hollingsworth, Mr Breeze’s then fellow Directors on the board of Grandbridge, signed a proxy in the name of Grandbridge to vote in favour of the election of both Mr. Goh and Mr. Yap. This proxy was signed without the required board meeting approval and without the knowledge of Mr Breeze as a Director and 32% major shareholder of Grandbridge (via Trandcorp). This proxy was invalid and was obtained without authority, in circumstances where Mrs Ambrosini and Mr Hollingsworth knowingly breached their duties as Directors of Grandbridge.

Mrs Ambrosini undertook the signing of the proxy with the full knowledge and support of Mr Goh, with the intention of ensuring Mr. Goh and Mr. Yap would be re-elected as Directors of MEC. There are various emails between Mrs. Ambrosini and Mr. Goh which confirm these events, and these have been provided to the relevant authorities for investigating.

Mr. Breeze as the major shareholder of Grandbridge did not and still does not support the election of Mr. Goh and Mr. Yap. When finally made aware of the invalid proxy he revoked the proxy and provided written notice of revocation to MEC. A copy of the notice of revocation is attached as this was provided to the Board before the meeting. The validity of the proxy was questioned at the AGM by Mr. Breeze and Mr. Goh chose to accept the proxy as valid, with full knowledge of the fact it had been revoked by the attached letter of revocation as provided to him personally as Chairman and the circumstances in which it had been obtained.

If the vote of Grandbridge was accepted as being against their appointments (as voted at the meeting by Mr Breeze as the representative of Grandbridge), Mr. Goh and Mr. Yap would not have been re-elected as Directors.

If the invalid proxy had not been accepted and the vote against the appointments accepted by the Chairman, the votes should have been recorded as:

1. Re-election of Director KO Yap – Against 29,489,720 For 21,126,931
2. Re-election of Mr Hock Goh – Against 29,489,720 For 25,981,621

After the meeting, the Board, including Mr. Goh and Mr. Yap, who would not have been re-elected, sought to terminate Mr Breeze as the Managing Director and sought to “terminate” Mr. Breeze as a current Director. These actions could not have been taken if Mr. Goh and Mr. Yap had not been re-elected.

Mr. Goh has since assumed the role of Managing Director, in circumstances where he should no longer be a Director. He also has a clear conflict of interest in that he is currently a director on the board of Santos Ltd (ASX:STO).

Use of Company Funds

Mrs. Ambrosini and Mr. Goh sought advice from MEC’s then legal counsel on voting at the meeting and the relevant percentages for passing of the vote on the re-election of Mr Goh and Mr Yap. Grandbridge has genuine concerns that the seeking of that advice was relevant to their personal positions as Directors and not for the benefit of MEC as a whole. This use of company funds has been referred to the relevant authorities for investigation.

Removal of Company Property

Mrs. Ambrosini was terminated for cause as the CFO of Grandbridge as a result of her misconduct. Despite repeated demands to return Grandbridge property in her possession, she has chosen not to return this property. This matter has been reported to the appropriate authorities.

Disclosures on ASX

The existing Directors have circulated a number of disclosures to the ASX that Grandbridge considers could be considered misleading or are intended to mislead. Some examples are as follows:

• Statement 1 by Mr. Goh on 28 November 2016

Extract from ASX Announcement on 28 November 2016:

You will be aware that the services agreement between MEC Resources Ltd, Trandcorp Pty Ltd and Mr David Breeze for Managing Director services was terminated last week in accordance with the provisions of this contract. In accordance with this contract Mr David Breeze was also terminated as a director of MEC Resources Ltd.

• Further statement by Mr. Goh on 28 November 2016

Mr. Goh lodged an ASX Final Interest Notice with ASX and claimed “Mr David Breeze who is no longer a Director of MEC Resources Limited”

• Further statement by Mr. Goh on 24 November 2016

Mr Goh stated inter alia that Mr Breeze “…is contractually bound to resign”

A Director can only resign from his office, be removed by a vote of shareholders or when seeking re-election, is not re-elected by shareholders. The contract on which MEC relies to have “terminated” the directorship of Mr .Breeze was never signed and accordingly Mr. Breeze has not resigned, been removed or not been re-elected as a Director.

• Further statement by Mr. Goh on 24 November 2016

Following is an extract from the ASX announcement

“The company will comply with, and will discharge its obligations under the Consultancy Agreement, including the termination payment to Trandcorp of approximately $32,500″

No payment has been received by Trandcorp

• Statement by Mrs. Ambrosini on 24 November 2016

Mrs Ambrosini caused to be published the results from the 2016 Annual General Meeting knowing that the results were obtained in circumstances where the proxy from Grandbridge Limited was invalidly obtained, with the knowledge of Mrs. Ambrosini, Mr. Goh as Chairman, Mr. Yap and Mr Yu.

Lodgement of returns to ASIC

On 26 November 2016, Mrs. Ambrosini as company secretary lodged a “Change of Company Details Form 484” with ASIC and claimed that Mr. Breeze had ceased as a Director.

On 27 November 2016 Mrs. Ambrosini lodged a “Change of Company Details Form 484” with ASIC and claimed that Mr. Breeze had ceased as a Director of Advent Energy Ltd (Advent Energy).

Mr Breeze has not resigned, been removed or not been re-elected as a Director of MEC or Advent Energy.

Omissions from Disclosure Rules

Grandbridge Limited has sent two letters of demand to MEC and Advent Energy. Trandcorp has forwarded a separate letter of demand to MEC.

These letters request:

• The sum of $212,052 payable to Grandbridge by MEC for services provided.
• The sum of $107,249.76 payable to Trandcorp by MEC for services provided.
• The sum of $128,640 payable to Grandbridge by Advent Energy for services provided.

These letters were sent on 7 December 2016, requiring payment within 21 days. All amounts are still outstanding.

Relevantly:

(a) MEC has not made an announcement to the ASX or shareholders in respect of the claims, which total circa $450,000;

(b) No response nor payment has been received by either Grandbridge or Trandcorp in respect of the claims; and

(c) The current cash position of MEC as at 30 June 2016 was reported as $877,018, which amount will have since been depleted.

Grandbridge considers the amount claimed to be material in the context of MEC’s financial position.

Grandbridge will continue to pursue the MEC Directors and will take all action that is necessary to protect its investment in MEC. Further information will be provided closer to the meeting in response to matters raised by MEC.

END

Dr Robin Scaife

Dr Robin Scaife

Principal researcher Dr Scaife discovered a new class of anti-mitotic drugs that has now undergone extensive development toward pre-clinical testing of anti-cancer activity.