To all shareholders
Please correct me on any of the following comments below if required. And don’t hesitate to list any other concerns or questions.
I know this is a tough time for all of us but we must make a stand and I do know that we all have various options there is a lot of good experience and recommendations to date from many posters I thank all of you and encourage to share your opinions as they are all very valuable Thank you
We must understand that we are dealing with the laundromat of the corporate world this process is manipulated by large corporation with lots of money who prey and use company structures and offshore companies to carry out this commercial activity.
Jiangxi Bao Jiang Lithium Industrial JBJLIL is a JV between Burwil Lithium Company ltd and lithium Industry specialist Jiangxi Special Electric Motor co ltd (JSEMC)
Jiangte Mining: Jiangxi JiangteMining Development Co., Ltd., founded in 2011, is one of the wholly ownedsubsidiaries of Jiangte Motor and is mainly engaged in the selection of lithiummineral resources and the management of deep processing
The JV Company will be held as to 50% by BCL and 50% by Jiangte Mining. The JV Company will be established as a limited liability company with registered capital of RMB80,000,000 which will be contributed by BCL and Jiangte Mining in proportion to their respective shareholdings in the JV Company.
Burwill Lithium is a subsidiary and part of the group their noble action of running and leaving and re negation of contract is prevalent the Americans (NAL) were smart enough not to agree.
So, it seems they were biting more than they could chew as we know in hindsight, they could not even afford to take 50% of the renegotiated of A40 production
As you can see below Burwill they were playing of contracts in the face or reneging and renegotiation as we have experienced. To the cost of our company and shares driven into the wall.
BURWILL Offtake Agreement On 20 April 2017
Exclusive Lithium Concentrate Offtake Agreement This announcement is made pursuant to Rules 13.09 the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong). Exclusive Lithium Concentrate Offtake Agreement On 20 April 2017, a wholly-owned subsidiary of the Company, BCL, entered into exclusive lithium concentrate Offtake Agreements with Lithco, AMAL and Tawana respectively, pursuant to which, BCL will advance by instalments AUD25,000,000 (equivalent to approximately HK$146,287,000) in exchange for exclusive selling rights to the lithium concentrate flowing from the Bald Hill Project in Western Australia for a five year term and pre-emptive rights to the same for subsequent five years. The Offtake Agreements are legally binding to the parties once signed.
BURWILL Termination of Offtake Contract dated 12 June2017
“Reference is made to the announcement of the Company dated 12 June 2017 (the “Announcement”) in relation to, among others, the Offtake Contract and the NAL Share Subscription. Unless otherwise stated herein, capitalized terms used herein shall have the same meanings as those defined in the Announcement. Termination of Offtake Contract and NAL Share Subscription For the lithium concentrate Offtake Contract signed by BCL, a wholly-owned subsidiary of the Company, with NAL (Canada) in relation to, among others, NAL Share Subscription, as NAL and BCL could not reach agreement on proposed amendments to certain terms of the Offtake Contract, which includes, among others, the proposed additional 50% of lithium concentrate on top of the offtake quantity should be jointly processed and sold, NAL and BCL both mutually agreed to terminate the Offtake Contract and neither party may have any claim against each other. As such, NAL Share Subscription was no longer in force and NAL will repay BCL the Consideration received by the middle of November 2017.”
This totally appalling conduct committing to large amounts of produce and the producer outlay large amounts of capital to produce and deliver to the so call legal binging contracts agreement????
THE SHIP IS GOING DOWN CHANGE OF ADDRESS OF REGISTEREDOFFICE AND SHARE REG.15 July 2019
The board of directors of Burwill Holdings Limited (the “Company”) hereby announces that the address of the registered office of the Company will be changed to the following with effect from 15 July 2019: - Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda.
The BSX has been grantedapproved stock exchange status under Australia's Foreign Investment Fund taxation rules ? is there an avenue to pursue Burwill? We need advice.
1> We have also questioned on the conflict of interest of major share holders also being our major creditors in the administration process?
2> One big issue is Burwill selling down during the alleged force majeure event. We now know that Burwill would've known, and A40 would've known Burwill was selling. The people selling down with material information caused huge losses, and arguably caused the MCAP of A40 to drop to a point where we could no longer do a modest capital raise to remain solvent. (quoted by Robbo)
3> I earlier posted proof of Burwill's breach of requirement to post changes to their substantial holding: https://hotcopper.com.au/threads/burwill-s-671b-1-b-corporations-act-2001.4914186/ (quoted By Robbo)
4> A40 and its directors would've known. As shareholders if we lose our shares then we lose the capacity to bring a derivative action against anyone. (quoted By Robbo)
5> The second point is that for any other breach of contract or actionable conduct by another party (JLBL for instance), shareholders lose their capacity to bring derivative action in the name of A40 for their losses. (quoted By Robbo)
6> The other niggle I have is that Korda, as Administrators, have still failed to comply with continuous disclosure! How long has Korda known about the force majeure yet it has still not given full disclosure to the market. This is currently more an ASIC/ASX issue but certainly should be on the radar. (quoted By Robbo)
7> Offence by the directors under the act we have five offence to pursue.
The question has arisen will the Singaporeans be represented.
1> Representation can be done but only under Australian law and its jurisdiction as I understand
2> Singaporeans holding asx shares through A nominee broker accounts would be represented and can claim. As I understand
The current administration process is a cop out and hasnot been handled properly
The notion of unfair prejudice was usefully reviewedby the Courtin Lewis, Re Diverse Barrel Solutions Pty
Ltd (2014) FCA 53 where regard to the following wasseen to berelevant:“The attitude of the existing shareholders toproviding thecapital contributions by which the
sharesmay obtain some value or by which thecompany may continue in existence”
In the above I have not seen any evidence of any one even puta proposal together for share holders
To achieve this, DOCA administratorsmay exercisethe power to transfer existing sharesfor no consideration withshareholders’ consent.In the absence of consent, the alternative routeof an applicationto the court under s 444GAmay be instigated. In that event, the DOCAadministratorwill seek a court order overridingdissenting shareholders’ objections. In doing so theadministratorwill bear the onus of satisfying thecourt that the proposed transferunder the DOCAdoes not involve unfair prejudice to shareholders.At thisstage, the meaning of the phrase “unfairlyprejudice the interests of members ofthe company”warrants further consideration
In the above we must show value and unfair prejudice we needadvice on.
The fear of spending more money being a waste of time is also concerning but the cost is not such a large problem as a group but a small consideration to open up a can of worms that could help our claim and bring new discovery for recoverable action to the table against our off takers or any other claims under corporate law.
But I want certainty that we will be have good advice now and have certainty we will be represented in the 444ga
My concern to – date
1> Is the route of class action law firms may be two slow but can be picked up at later time frame? If I am wrong, please correct me.
2> Class action may not deal with the 444Ga
3> If we don’t all collaborate and contribute to a firm that can act Now to oppose the 444GA we are not giving this move the best shot. We are strongest as one the consideration as group will only be in the hundreds of dollars
4> confirm that the two class action law firms will oppose the 444ga? given the time frame.
has anyone of them said they will represent?
The following content of email is for willing share holder to get the advice and representation required.
Dear Shareholders
I have receiving a number of enquiries (about 30) from shareholders who have expressed an interest in obtaining legal advice regarding the actions of KordaMentha, including the application to the Court referred to in the information provided to shareholders by letter from KordaMentha dated 20 December 2019.
I understand that the shareholders have already approached Maurice Blackburn and Slater & Gordon regarding a “no win no fee” class action against the directors, or other shareholder action.
My firm is willing to assist by providing legal advice about the s444G application and any other matters related to the insolvency of the company and the deed of company arrangement. My firm is also willing to enter an appearance in the Supreme Court, and if there is merit in doing so, opposing the application on behalf of the shareholders (or some of them).
However, we are commercial litigation firm that provides advice and representation in return for payment of fees on an hourly rate, or an agreed fixed rate. We do not operate on a speculative basis or “no win no fee” basis. If you chose to engage us, we would require funds to be deposited into our trust account ahead of any fees being incurred.
My rate is $495 per hour (including GST). I expect that it would take at least 10-20 hours to provide you with initial advice about the case, depending on the volume and complexity of the background facts. Accordingly, we would require an up front payment of $10,000 into our trust account for the first stage. This is an estimate, not a lump sum, so if it is simpler than I expect, some of this money might be returned to you.
If any or all of you would like to proceed on this basis, please respond, and then I will need to make arrangements to meet with some of you to get more details in order to provide the advice.
If you do not wish to engage me on a paid basis, there is no need to respond.
If you do wish to proceed, can you please tell me in your response:
(a) Yourfull name;
(b) Howmany shares you hold;
(c) Youremail address, phone number and a postal address.
I will then provide those who are wanting to engage me with our terms and conditions and instructions on how to proceed. I anticipate the costs will be incurred proportionally, so for example, a shareholder who holds 100 shares will pay half the legal fees of a shareholder who holds 200 shares.
Regards
Guy DouglasDOUGLASCHEVERALLS LAWYERS
T: (08) 9380 9288 F: (08) 9380 4546
510A Hay Street, Subiaco WA 6008
