A desperate Metgasco Limited can not put a corporate foot right

Metgasco Limited/ASX Media Release

Monday 16 March 2015

Metgasco today announces that it has terminated its merger with Elk Petroleum.

The proposed merger was subject to a number of conditions precedent, including Metgasco's ability to raise funds to support the merger and a Material Adverse Condition (MAC) associated with oil prices.

The oil price MAC has been triggered.  Based on discussions with numerous financial organisations, Metgasco has concluded that the chance of securing acceptable finance is now very low.  This is due to a number of factors, including current oil prices, which are significantly lower than anticipated when the original merger terms were negotiated.  As such, Metgasco's Board of Directors, has decided to exercise Metgasco's rights and terminate the Merger Implementation Deed.

Under the terms of the Convertible Loan Facility, which was put in place to support Elk Petroleum through the merger implementation period, no further payments to Elk Petroleum will be made and Elk Petroleum has 30 days in which to repay the loan plus interest incurred.  Of the overall A$2.5 million loan facility, A$1.69m has currently been drawn down.  The loan is secured against Elk and all its assets.

Metgasco is disappointed that this opportunity has not been successful and will continue seeking means to realise value from its Clarence Moreton Basin exploration acreage and identifying opportunities outside of NSW.

About Metgasco

The Natural Gas Company - Metgasco Limited Our business is about finding, producing, marketing and delivering gas from natural gas reserves.  We are a natural gas company that is focused on developing the coal seam gas and conventionally trapped gas resources of the New South Wales Clarence Moreton basin. 

BACKGROUND

ABC News 25 February 2015:

Metgasco has now accumulated losses totalling almost $120 million.

The gas company's latest financial report was released yesterday.

It shows Metgasco lost more than $2 million in the six months to the end of last year.

Company directors say it incurred significant legal expenses in its Supreme Court action against the New South Wales Government.

It is still waiting on a decision regarding the suspension of drilling approval at Bentley.

Metgasco lost a similar amount over the last half of 2013, and its accumulated losses now total more than $119 million.

Total equity is listed at almost $10 million.           

The flood next time......

Clarence Valley Council (CVC), in the NSW Northern Rivers region, has control of:

110 km of levee 

18 km rock protection 

50 bridges 

500 floodgates 

250 flood mitigation drains

on the Clarence Valley flood plain.

In the 2013 flood one section of the 110km of levee walls was topped at Wilton Park, Waterview:

This is what that section looks like today:

Clarence Valley Council has apparently done no actual repair work on this levee since the 2013 flood.

According to its records it is quibbling over the amount of funding for levee repair the NSW Baird Government is willing to supply:

[CVC Corporate, Governance & Works Committee , Business Paper, 10 March 2015]

One has to wonder what other sections of the levee network are in a similar state of disrepair?

I hope council’s insurer will be happy to pay the costs which are likely to be awarded after the next big flood should residents (and their insurers) take council to court on the basis that levee disrepair contributed significantly to flood damage on their properties. 

Or will council’s insurer refuse to pay if residents were to win such a case?

* All images found on Twitter

UPDATE

Clarence Valley Council rates its infrastructure assets on a scale of 1 (excellent condition) to 5 (very poor condition).

Currently 39 segments of the 110km of levee walls are rated in poor condition to very poor condition.

Excerpt from Clarence Valley Council Asset Management Strategy 2015 -2025 (24 June 2014):

Floods over recent years have had a major impact on floodplain asset condition. In general the restoration cost of these assets has been excluded from the assessment on the basis that Council will receive Natural Disaster Relief Assistance for damage caused by these events. However, damage will occur to assets from repeated flood events that may not be able to be attributed to single events but will cause the increased deterioration of assets over time. The restoration costs of these assets will ultimately be borne by Council.

Major emphasis is to increase maintenance levels in the following areas:

* Rural levee maintenance – increased inspection and maintenance on a four year cycle;…

Proposed to increase asset renewals and new and upgrading of assets in the following major areas:

* Rehabilitate levee segments rated condition 4 or 5 over a 20 year timeframe (currently 39 segments);….

General focus will be on managing condition 4 and 5 floodplain assets and maintaining floodplain assets rated at condition 3 and above.

*Additional detailed data is to be gathered on floodplain network, especially rural levees, to better determine the extent of the condition of the assets and to more effectively schedule maintenance and capital works. This is also to include crest surveys of the levees.....

So who is this new antagonist in the ongoing tension between Northern Rivers communities and the NSW Baird Government & CSG-unconventional gas industry?

It is no secret that NSW North Coast communities want gas exploration to cease and the gas industry gone from the region.

Map courtesy of Yuraygir Coast and Range Alliance

There is now a new coal seam gas exploration company in the mix, AJ Lucas Group Limited, which is a specialist service provider to the energy, mining and infrastructure sectors according to its official website.

It has acquired PEL 445 which stretches from the NSW-Qld border down past Woodburn in the Richmond Valley, which makes it yet another mining company seeking to impose its will on Northern Rivers communities and, solicit the help of the NSW Coalition Government and NSW North Coast Nationals to do so.

So what is know about the AJ Lucas Group?

investSMART 2014:

NOTE:

Phillip James Arnall, Chair SCADA Group Pty Ltd, Director Felix Ventures Pty Ltd, Independent Non-Executive Director Bradken Ltd, Director Cuadrilla Resources Holdings Ltd.

Julian Ball is the Managing Director of Kerogen Capital (Asia) Limited, based in Hong Kong.

Andrew Purcell owner of Lawndale Group Pty Ltd.

Ian Meares associated with Autonome Pty Ltd – possibly a director.

ASX announcement 29 September 2014:

Kerogen Investments No.1 (HK) Limited (Kerogen) currently has voting power of 49.6% of AJ Lucas (Company) and is entitled to creep to a maximum of 52.6%. Kerogen has advised the Company that it may wish to purchase shares in the Company in reliance on the “3% creep” allowance in item 9 of section 611 of the Corporations Act.

ASX announcement/media release 26 February 2015:

Six months to December 2014 net loss before tax $13.2 million…..

"Revenue for the six months reflects the continuing subdued activity in the mining and minerals sector. However, the significant improvement in EBITDA highlights the impact of the restructuring that has occurred over the past 12 months. The business structure is now aligned with market circumstances and provides a solid platform for growth. "We continue to develop relationships with blue chip customers, and have won a number of contract tenders, including the recently announced significant contract to construct APA Group's Eastern Goldfields Gas Pipeline in WA. "Our focus now is to build on the solid platform we have created and to ensure our customers benefit from the considerable experience and knowledge we have developed in our core strengths of pipeline construction, directional drilling and project execution."

ASX announcement 6 March 2015:

Amanda Purcell, wife of Andrew Purcell non-executive director of AJ Lucas Group Limited, purchased a total of 28,514 ordinary shares in Lucas Group Limited between 3 and 4 March 2015.

ASX announcement 6 March 2015:

AJ Lucas Group Limited (ASX: AJL) (Lucas) is pleased to provide additional information on the acquisition of the three Petroleum Exploration Licences (PELs) in New South Wales announced on 6 March 2015.

All of the PELs were acquired from Lawndale Pty Limited (Lawndale), a company controlled by Andrew Purcell, a non-executive director of AJ Lucas. Lawndale in turn acquired the PELs from Dart Energy Limited, a wholly owned subsidiary of Igas PLC, incorporated in the United Kingdom. Santos Limited currently has a 15% interest in PEL456, but has elected to earn a further 35% interest through an existing farm-in arrangement, which once completed will increase its interest to 50%. The balance of the equity interest in the PELs will be retained by Lawndale. Santos is the operator of PEL456 while PEL445 and PEL458 will be operated by Lucas or its nominee.

Significant exploration work has previously been conducted on each of the PELs and Lucas is confident of the presence of hydrocarbons.

In addition to the interests acquired in the PELs, the purchase includes an 80% interest in a significant amount of drilling and exploration equipment with a current estimated value of approximately $275,000 (together the Portfolio). The acquisition of the interests in the PELs is subject to approval by the New South Wales government. AJ Lucas has however already paid a $500,000 deposit for the purchase of the Portfolio which is only refundable in the event that the transaction does not complete because of any failure or default by Lawndale. Both Lucas and Lawndale believe there is no reason for the acquisition not to be approved in due course. Following approval of the acquisition of the PELs, together with the finalisation of formal due diligence and execution of formal documentation, the acquisition will settle with payment of a further $2.0 million.

Under ASX Listing Rule 10.11, Lawndale is a related party of AJ Lucas and as a result, Mr Purcell did not participate in the Company's investment decision.

The acquisition is being funded by the provision of a $2.5 million loan facility from Kerogen Investments No. 1 Limited (Kerogen), Lucas’ majority shareholder, secured solely against the Portfolio being acquired. The loan may be extinguished by the end of December 2015 by repayment of $2.5 million plus a fee of $250,000, or by transfer of the PELs to Kerogen. [my red bolding]

Kerogen Investments No 1 (HK) Limited (a private company registered in the British Virgin Islands) became a substantial shareholder in Lucas Group Limited on 30 September 2011 and is a substantial debt holder (AGM 2014). It is said of foreign companies using the British Virgin Islands as their official base that tax avoidance is one of the factors which may have influenced choice and, that the islands are a preferred choice of companies based in Hong Kong.

According to Fidelity Corporate Services Limited:

BVI Business Companies are exempt from the BVI income tax, from tax on dividends, interest, royalties, compensations and other amounts paid by a company; also they are exempt from all the capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt obligations or other securities of the BVI IBC's. The companies are exempt from any kind of stamp duties relating in any way to its assets or activities, with an exception for land-ownership transactions in the BVI: in that case stamp duty remains payable.

The trouble with town water.....

Well it appears that Yamba in the Clarence Valley is going through another outbreak of highly discoloured water.

This is one such instance posted on Facebook, 10 March 2014 at 11.09am:

Rebecca Beare-Bath we have a burst main a few streets over and several residents all over Yamba are all of a sudden experiencing water this colour. Safe bet if you ask me.

March 10 at 11:24am 

As of 13 March discoloured water was still intermittently flowing through taps in Yamba.

That's five days of Water Lotto.

Was a whistle about to blow regarding Australian Agriculture Minister Barnaby Joyce misleading Parliament?

A public servant gives evidence at a Senate Estimates Committee hearing on 5 March 2015.

The Guardian 10 March 2015:

The secretary of the Department of Agriculture, Dr Paul Grimes, has gone on unexpected leave after requesting an extraordinary Senate committee hearing in order to provide “highly pertinent” information about a long-running saga over changes to the official Hansard record of answers given by his minister, Barnaby Joyce.

At the heart of the controversy is Joyce’s insistence to the parliament that corrections to the Hansard record of an incorrect answer he gave regarding drought support loans on 20 October had been made by his staff, without his knowledge, and that he had asked for the changes to be reversed when he became aware that they had been made.

The opposition agriculture spokesman, Joel Fitzgibbon, has been questioning whether Joyce did know about, or request, the changes – an allegation which, if proven, would mean Joyce had committed the sackable offence of misleading the House of Representatives.

Fitzgibbon has made freedom of information requests for information and documents relating to the process of changing the Hansard, and Grimes’ “highly pertinent” information related to documents not provided as a result of those requests.

Staff in the Department of Agriculture were advised Grimes had gone on leave on Friday afternoon, without usual information about the duration of his absence. Government and departmental sources said the leave was “unexpected”.

In the letter to the committee chair, obtained by Guardian Australia, Grimes wrote that he had suspected at least one document had not been provided as a result of the FOI request and that he also had “further relevant information”.

“Subsequent actions (in particular, the tabling of the document by the minister in the house of representatives on Tuesday 24 February) and my further inquiries within the department, including new information my officers had not previously provided to me and a telephone call with the minister’s chief of staff, have confirmed by concerns to have been correct,” Grimes wrote on 2 March.

“Without my intervention I considered there was great danger of the committee being inadvertently misled as to the existence of such a document, which it now seems was never released under FOI.

“I have further relevant information that would, I believe, be highly pertinent to the committee’s consideration of the broad context in which I considered that the further evidence I provided was necessary.”

But when the committee reconvened last Wednesday as a result of Grimes’s request – with a much larger turnout of Coalition senators than normal – Grimes did not provide significant new evidence. Some of the committee’s questions were taken on notice, meaning written answers will be provided by mid-April.

During that hearing, Labor’s Doug Cameron, questioning Grimes and indicating that he was reading from Grimes’s letter to the committee chair, said: “But you do also go on to indicate, ‘I have further relevant information that would, I believe, be highly pertinent to the committee’s consideration of the broad context in which I considered that the further evidence I provided was necessary.’ Then you say, ‘This includes specific information relating to the original alterations made to Hansard and the multiple actions I took personally at the time to seek rectification, including a personal meeting with the minister before the alterations became public.’”.....

His minister’s response on Friday 13 March 2015:

Meme of the Week

Political Cartoon of the Week

First Dog on the Moon

Click on image to enlarge