Anglo African Oil & Gas Share Discussion Threads

[aaogplc] 04/1/2020 17:51

I doubt very much if either of you have read the term sheet, if you have then you don't understand the structure of the deal. Therefore not qualified to comment. Zenith deal offers no guarantees whatsoever.

[apfindley] 04/1/2020 15:08

Indeed from how that reads, this align proposal is cobbled together with no guarantees and very little background info about who is involved and where the money is coming from. Ms cope is right to ask those questions, and the answers are obviously very tricky for align to answer. I would guess if align were truthful, there would be several names included who WE have heard of before on advfn, lse, iii, twitter to name but a few social places, and obviously names well heard of in the city for probably the wrong reasonsShe does not trust the align proposal, that's perfectly clear to all.

[sweet karolina2] 04/1/2020 13:23

edgar,

I have no interest here either way. The email chain was published behind a pay wall on Shareprophets, I felt all had a right to read it. Whatever conclusions you draw from it are your own.

The only observation I would make is AAOG seems to have been a bad company, badly run by bad people. The only thing that really might change is some of the people.

[tommiea] 04/1/2020 12:42

Theres a hush?

[petroleum1] 03/1/2020 19:36

Although I am not an expert in financial matters, I know that there are
companies in London run by funds managers whose jobs is to look around for
companies who are in financial difficulties similar to that of AAOG. I spoke to one of those managers in the not too distant past and he told me that they offer to bail out
these companies in exchange for conditions eg transfer of ownership, breaking up the company, selling out its assets....etc. From what I can see Zenith fall in this category. With M Cap of £7m they are not an exploration and production co of good status therefore I reiterate other post to appoint some qualified body to study the two options and give the best recommendations.

[matunde24] 03/1/2020 18:41

I hope this drops even more... 0.2 will be perfect

[edgar222] 03/1/2020 17:04

Sweet CarolinaReads to me as if Cope is asking the right questions and not getting the answers she needs.Which begs the question, why the emotional (hysterical?) tone in the Jub e mails? The very opposite of professional. If they have provided the answers they would say so and repeat it and we would be able to read it. I want the Jub deal to work but I dont trust them and this correspondence reinforces why I dont trust them.

[seagreen] 03/1/2020 16:39

This stinks and as I have said before brings shame and excruciating embarrassment on the regulators and the AIM market..............

How many red flags do they want to order an investigation now not tomorrow but now........

As the board prime facie seem NOT to be acting in the best interests/"in good faith" of shareholders as promised (maths do not stack up in favour of ZEN in any way what so ever surely?) then they should be stripped of their powers....or ask an independent firm to assess the relative merits of each offer....

The trouble is that even if they are acting in good faith no shareholder has faith in them anymore and will suspect the worst or think some sort of brown paper envelope/backhanders are being exchanged.........(Ask the former Chairman where Fincap's introduction payment/commission went and where it ended up???)

At the very worst they should be explaining to their shareholders why they think if it is the ZEN deal why it is the best deal as I can not see how the maths stack up
and one increasingly starts to think there is something to hide.

Prison beckons for a number of them

[sweet karolina2] 03/1/2020 15:46

Ms Cope

I have cc’d in all parties here as part of our shareholder action group as they need to be made aware of the inaccuracies in your RNS of this eve.

It has become abundantly clear that you do not wish to engage purposefully with us. There has been no attempt at a meeting, the delayed provision of the material we asked for ref DD, no meaningful requests for clarification on the term loan facility secured on the Tilapia asset as part of our proposals and, most pertinently, no engagement with regards to an appropriate delay in the voting at the GM.

You should hang your head in utter shame. Utter shame Ms Cope. This is a deal that you are forcing down shareholder’s throats that is not in their best interests. I intend to explore the potential of bringing a Derivative action against you for voting in favour of clearly an inferior deal as stated in today’s RNS.

Richard Jennings

Sarah Cope replied

Mr Jennings

Please can you clarify what you consider to be the inaccuracies in the RNS and to the extent there are any we will endeavour to correct these.

Additionally please can you advise why we don’t have any meaningful answers yet to the list of questions we put to you on 30 December regarding clarification on the debt facility. I have copied those questions below for ease.

Please provide more information on Oxford Energy - where is it incorporated and who are the directors / shareholders.

Who are the funding providers that are mentioned in the Oxford Energy Letter.

What terms are attached to the debt?

When is it able to be drawn down? It mentions certain milestones re the licence renewal?

What triggers repayment of the debt? Is this recovered from monies received from SNPC?

When will you have a binding commitment for the debt element?

Will the Opex in Congo be funded from the $5m debt facility?

As well as the Opex in Congo are you assuming that all capex i.e. the re-entry programme and any signature bonus will be debt funded?

Why do you think it likely that a new AAOG management team (Alex and Matt) will be able to unlock the monies owed from SNPC? In our correspondence pre Christmas you were of the firm view that it would be better if AAOG were to distance itself completely from Tialpia.

The equity element assumes a placing of £600k and purchase of the ISA shares. Is Jub the sole placee?

Do you need to conduct any due diligence? How long is this envisaged to take?

But it seems that many, if not all, of these questions had indeed already been answered which really does beg the question as to why Ms Cope is so grotesquely misrepresenting the situation. Proposed New Director Alex McDonald replied on the matter of due diligence.

Sarah

Matt will respond to your email to Richard Jennings of 18.04. I must make it clear that, I do not accept the majority of the statements, you are making, particularly as you have had clear and detailed responses from us in various communications since before the Xmas break and up until today.

I am particularly concerned that the due diligence request sent to you on 30th December, only arrived this evening after the market had closed and the publishing of the RNS. You sent me four documents this morning, two of which I could not open the remaining two, were at this stage, the least important. I confirm receipt of seventeen documents, however there is no financial information, such as management accounts, cash flow. opex, cash flow at AAOG, detailed creditor schedule at AAOG and AAOG (Congo), please could I have the outstanding items by return. The out of context numbers you sent me earlier in a brief email do not cut conventionally accepted due diligence.

I am concerned at this deliberate obfuscation and delay in. a blatant attempt to run down the clock to the GM. It is both unacceptable and unprofessional, particularly as you have a significantly better deal on the table from us.

Alex

And then proposed new director Matt Thompson replied addressing the other matters raised by Ms Cope:

Sarah

I have again found myself at a loss as to why once again an RNS has been delivered by AAOG at a time when there are still a number of issues unresolved. The RNS was not checked by ourselves, or Jub, as was also the case on the 31st December 2019, and I would consider it a matter of basic courtesy that this was done prior to release.

I have never entered into a discussion, let alone any agreement in this or any industry whereby an announcement should not be agreed with all parties prior to release (was this approved by the Nomad?).

This alongside the lack of engagement with regard to due diligence, as previously outlined by Alex only adds to this concern.

As per the draft term sheet for the debt facility that was sent to you earlier today, a number of your queries can only be addressed once the Company (AAOG) outlines what the capital requirement terms are. This could easily be done by completing the various square brackets in the document, as well as Schedule A to the Term Sheet.

I can complete these, but frankly, I would only be guessing, and I'll repeat, it is for AAOG to define what and when the need arises.

In answer to your questions please see responses embedded in red (TW I have underlined) below.

Best

Matt



Please provide more information on Oxford Energy - where is it incorporated and who are the directors / shareholders. This will depend on which vehicle will be used. As previously stated Oxford are privately held. This is for good reason and remains the wishes of the shareholders. They will be disclosed in good order at the appropriate time under the correct terms of confidentiality, once the terms have been agreed. We shall fully comply with all anti money laundering and KYC requirements. The releasing of Oxfords name in your RNS of 31 December, without the prior agreement of Oxford was not acceptable, but we can move forward from this.

Who are the funding providers that are mentioned in the Oxford Energy Letter. As per point 1.

What terms are attached to the debt? These were outlined in the draft Term Sheet. You have announced these in an RNS, yet now claim to not know what they are?

When is it able to be drawn down? It mentions certain milestones re the licence renewal? This is for AAOG to define, as per my earlier email.

What triggers repayment of the debt? Is this recovered from monies received from SNPC? This is for discussion. Again this makes the RNS from this evening without having sort any clarification seem even more bizarre.

When will you have a binding commitment for the debt element? When the terms are agreed with the Company.

Will the Opex in Congo be funded from the $5m debt facility? This is for discussion with the Company. How can we define this without having seen a cashflow model?

As well as the Opex in Congo are you assuming that all capex i.e. the re-entry programme and any signature bonus will be debt funded? How can we understand this without having seen the documents as per point 7

Why do you think it likely that a new AAOG management team (Alex and Matt) will be able to unlock the monies owed from SNPC? In our correspondence pre Christmas you were of the firm view that it would be better if AAOG were to distance itself completely from Tialpia. Please read the letter from Alex MacDonald released yesterday.

The equity element assumes a placing of £600k and purchase of the ISA shares. Is Jub the sole placee? This is for Jub to clarify.

Do you need to conduct any due diligence? How long is this envisaged to take? We have already provided you with a list of our basic due diligence requirements. We are looking to expedite this, however until everything is received, this is an impossible task.

The clear attempts of Cope to frustrate the Jennings deal by delay so that the obviously inferior Zenith proposal wins the day at the 9 January GM by default has clearly enraged some shareholders on the list. One chipped in as Ms Cope went email silent…

Ms Cope

Many AAOG normal shareholders/ people stand to lose life savings and all must/ deserve to be given more time without being steamrolled by yourself and the current AAOG board.

I feel this has been extremely underhanded, the total lack of compassion and respect from AAOG board toward the majority of shareholders is astonishing. Your Incredibly inconvenient, deliberate choice of timing in releasing this bomb shell information, being over the festive period and given little or no time to for us to asses other possible options ie Align’s full and detailed proposal on dragging our company out of this hole made by our current board.

More time is needed!!!

Align have provided shareholder with more information and clarity in this very short space time than yourself and the board have provided in months.

Another added

Ms Cope,

I too am one of these ‘normal shareholders’ to which xxxxx refers. I have a decent chunk of my life savings invested in AAOG. I am also in contact with other shareholders, PI’s if you will, who compared to myself have eye-watering amounts invested. These are shrewd, intelligent and diligent people who haven’t invested in AAOG on a whim. We all deserve better. The anger is palpable amongst us all and we look to you to act in our interests. The timing of the RNS’s over the festivities is shocking and I trust your moral compass will point you in the direction of affording Messrs Jennings and MacDonald more time and attention.

[seagreen] 03/1/2020 12:44

AAOG – STATEMENT FROM PROPOSED DIRECTOR NOMINEE ALEXANDER MACDONALD
January 1, 2020 | Posted by admin
1st January 2020

Dear Shareholders

ANGLO AFRICAN OIL & GAS – THE WAY FORWARD THROUGH 2020

Following the various RNS announcements from both Zenith Energy Ltd and Anglo African Oil and Gas Plc in recent days as well as various messages through shareholder forums, I outline here, for the purposes of clarification, my thoughts on this as well as attempt to present a possible route forward in AAOG shareholders best interests.

I am not interested in recriminations from past events and have no agenda in that regard. My objective is to do what I can to restore AAOG to good health. This can only come through stabilising the situation in the Congo in conjunction with raising sufficient funds both at the corporate level and at the asset level to complete and produce from the Mengo. This will ensure that we can move AAOG forward in a manner which is well managed, and look at growth, rather than “fire fighting”.

I am not surprised at the Ministry insisting on stabilisation as part of the new licence issuance. At the end of the day they want the same thing – to see production. The Ministry have made it clear that if AAOG proceed to drill the Djeno then there will be no cost recovery allowance for this. I have a plan for the longer term FDP for the Djeno, which is not for this note, as it will have to be negotiated with SNPC and to get their support and approval before approaching the Ministry. I can however confirm that I have undertaken early technical discussions on these plans & the responses are encouraging.

Many have posed the question to me – why I am doing this? With Oleg Schkoda we were the founders of what became AAOG, therefore there is unfinished business in an asset that I continue to believe in. I also have a moral sense of duty and responsibility to shareholders of which there are many smaller ones who stand to lose so much and in some cases, very sadly, their life savings. Fundamentally is the very strong belief, shared by the team, that there are producible hydrocarbons in commercial quantities in Tilapia.

How will I and the new team do it?

I have received encouraging comments and support from various parties and shareholders, both in the UK and Congo, which leads me to believe that AAOG can be rescued. However, I do not underestimate the task.
We have already achieved a committed fundraise of approx £1million and a structure that protects the extant shareholders – something that is not the case with the Zenith proposal.
Matt Thompson (a seasoned oil and gas executive and qualified lawyer) and I are both appointed to the board.
Rebuild the relationship with SNPC and the Ministry. Bringing them back on side. The last two years has been a blip. I am confident that I can get them comfortable that we can be trusted to rebuild a respectful relationship with our partners. This will be achieved by building upon those long standing relationships held by both I and others on the team. Some are in senior positions within the Ministry of Hydrocarbons, SNPC and Government.
Working with my colleague Matt Thompson, we will raise the initial funds which are required to complete and produce from the Mengo.
We will re-establish a strong technical and operational team, with some members who previously worked with me. I am confident we will get the job done and I can confirm that our proposed operational team personnel have all confirmed their willingness to get on board with us.
In the first few months of appointment we will immediately address the following:
Stabilise the company;
Execute the new licence which we understand is in final form;
Unlock the $5.3million held by SNPC;
Agree a forward work programme with SNPC.
Following the RNS announcing Berwick’s departure, various parties asked me what were the chances of my returning to the board? My response was that if someone were to ask me then I would consider the possibility. There were also other approaches, with parties in Congo asking the same question. I was also briefed on the difficulties in the relationships between AAOG, The Ministry and SNPC and how these had been created.

My understanding is that relationships have broken down with both SNPC and the Ministry due to the unhelpful attitudes from the Company towards senior people at SNPC and the Ministry. These areas of friction cannot be allowed to continue any longer, if AAOG is to have a future.

In addition, there have also been issues with the quality of the well. There have also been claims that SNPC were not as involved in the well design and execution -as a significant partner would reasonably expect to be. Again, this is a situation, which is required to be addressed as soon as possible.

There is a belief in the Congo that AAOG is unable to raise any additional capital and that its reputation is seriously damaged in the London market. Put all this together and I understand that this is what is now holding up the release of funds from SNPC. The IMF will be aware of this as being a legitimate and contracted payment and would be very unlikely to support the non-payment, as has been suggested. With careful management we can reverse this perception and recommence payment of the back costs. As with many things in life, it comes back to confidence and trust.

Prior listing on AIM in March 2107 and up to December 2017, the founders Oleg Schkoda and I had a clear operational and technical plan, one which we had been planning for a year beforehand to drill and produce from the Mengo horizon, and which is a proven reservoir. In the same well the exploration part was to drill the Djeno. We would then side track the Mengo and complete and produce using fishbones technology hxxps://www.fishbones.as as opposed to fracking.

By the end of March 2017 we had assembled a small but highly qualified internationally recognised technical team, for the most part they were located in Pointe Noir, to design, plan and execute the drilling of TLP 103, including TLP 103ST. This was from a standing start as no prior planning had been undertaken by the then operator of Tilapia – Petro Kouilou. By August we had completed the tendering process, which included about 200 line items including the rig. For the record we rejected the SMP rig, eventually used by the new team under Berwick, as being unfit for purpose, and which had been “cold stacked” for over two years, preferring to wait for the SFP rig owned and operated by SFP an SNPC subsidiary. That rig was undergoing acceptance approvals for ENI which would have saved us considerable time effort and cost if we had taken it. In terms of time and planning this would have worked well for us in ordering the long lead items such as the wellhead.

There are many other examples of why AAOG has failed. One that is important to understand is simply that there was clearly a systemic failure by the team which resulted in the failure of TLP 103c to produce any oil. I put on record that all offers of help and assistance and a handover from my team and me were rejected as being unnecessary by AAOG’s current and historic Board.

To conclude, if we complete the initial capital raise of approx £1 million (and that both Matt Thompson and I are participating in – illustrating our confidence in ourselves and the plan) then I believe that stabilises the company for a good portion of 2020. We are confident that we can get the share price to a point where this will trigger the proposed warrant attachments, providing a further £1.8million of additional equity capital. This gives us the platform to cement our proposed processes to resolve matters with the Ministry and SNPC. There is significant upside for all shareholders here which, in our plan, will go 100% to them as opposed to the crumbs at the table with Zenith whom we believe are not a credible partner in the eyes of the Ministry and SNPC in any event.

Yours Sincerely



Alex MacDonald.

[seagreen] 03/1/2020 12:43

APF if you were genuine you would know that the 2nd/Align offer is better for shareholders than the ZEN deal that is no better than opportunistic legal theft.

As there are no other deals currently and ignoring your previous love for all things AAOG that has turned sour suddenly ,,,,even if you hate both deals on what grounds can you possible suggest that the ZEN deal is better for shareholder value?

Looking forward to being enlightened...................
(Although I suspect it is up to the board as they control several large blocks and for some reason they just want to rid the world of the term AAOG even if it is the final act of betrayal by a pretty loathsome bunch. Anyone would think they are all being offered free FIAT panda's or a case of chianti classico the extent they favour ZEN)

[officerdigby] 03/1/2020 11:50

APF, I’m sure you were one of ones posting predicting news in the past... and I know that Sefton used to do lots of comms. So I guessed that!.

found e.g.
apfindley - 28 Feb 2019 - 17:06:08 - 2850 of 3794 Anglo African Oil and Gas - Djeno Unchained...... - AAOG
News coming folks.
I've been informed this afternoon.
Multiple news Inbound.



Sue me!.

Original question remains.

[apfindley] 03/1/2020 11:40

"I mean you were the one with 'insights' on when the news was coming down the pipes no doubt from Sefton texts or whatever."Completely made up statement. It would be in your interests to make a retraction on that.

[apfindley] 03/1/2020 11:37

Where do you make this rubbish up from?I've never made any such claims to have any contact with the board.

[officerdigby] 03/1/2020 10:45

APF- yes but what would be be the alternative to those who ‘forgot to sell’ lol.
Burn Share certs?

Is it not possible APF that your previous close contacts with previous BOD may have helped you form your view on this.
I mean you were the one with 'insights' on when the news was coming down the pipes no doubt from Sefton texts or whatever.

[zen12] 03/1/2020 08:23

Could well also see a counter offer..!

[apfindley] 03/1/2020 08:14

So jub revised their terms to include some warrants or whatever they're packaged as. And to try and gather retail investor interest , they have a strike price which is higher than their offer price, as opposed to equal like most warrants.It's all just a farce because the market sees through their self serving boys club offer.

[galaxy enforcer] 02/1/2020 23:52

I took profit today and will be adding TCN shortly. Very undervalues IMO. AAOG is currently red or black.

[iamgreat1] 02/1/2020 16:09

This is about to be suspended

[tommiea] 02/1/2020 15:56

How confident is anybody that the proposed nominees can and will actually deliver.