Ann: Preliminary Final Report 2017, page-60

you are absolutely right.
we can see that LWP used their bull.... language as per usual, in saying "we have taken the decision to commence the upgrade of the Pune plant immediately..."
So if one questions that statement, LWP would say "yes we did commence the upgrade immediately, because we pulled the plans out of the bottom drawer, and made a couple of phone calls...."
so wishy washy will again be the basis of their defence.

In order to actually finalise the J/V they needed to fulfill those conditions precedent. that incl as you say, creating J/V bank account, but also accessing funds for the J/V, and I think customers. There were changes along the line also I think.

The release below evidences that the J/V was never established because the conditions precedent were never fulfilled. It talks about a "proposed" J/V, and "planned J/V". So the J/V was never consumated.

So I am wondering re your question re the J/V bank account, if there was never a J/V bank account, just where did the funds go which LWP expended over these years in the name of the Hallmark deal??

Also, LWP has re-stated a number of times, the amount of funding required that LWP had to commit to get the J/V executed - and I recall a figure of $4m, plus I think Hallmark had to pay funds to LWP etc. So how could LWP claim that the J/V was valid, if LWP did not have the funds required under the J/V to even get the Pune plant operational, as required under the "proposed" J/V?? Yet it kept claiming that the J/V Pune plant project was "getting under way".

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16 October 2017

Hallmark and LWP terminate Business Arrangements

LWP Technologies Limited (ASX: LWP) (“LWP” “the Company”) advises that Principals of Hallmark Minerals met with LWP on the Gold Coast on 6 October 2017 to discuss arrangements between the two Companies.

Under an agreement dated 6 July 2016, the two Companies announced a planned Joint Venture to manufacture the Company's lightweight ceramic proppants at the Hallmark manufacturing plant in Pune, India. The agreement contained certain conditions precedent that needed to occur prior to the commencement of the formal Joint Venture, including the establishment of a Joint Venture Company and certain investment milestones. The agreed timeline to complete the conditions precedent was 30 June 2017.

After considering the present economic environment within the oil and gas industry due to the ongoing weakness in the commodity pricing, the current financial position of LWP and the investment required to optimise and commission the Pune plant, it was determined that the project is not financially feasible in the current market conditions.

Hallmark and LWP have mutually agreed to exit the proposed Joint Venture with effect as at 1 July 2017 and each party releases the other from any further obligation to each other.

So how was this Hallmark deal ever a J/V ?
it was only ever an "arrangement". The J/V was subject to conditions precedent which under the environment to date, were never going to be met.

– ENDS –

Half Year Report Dec 2016
In addition, the Group has entered into an arrangement with Hallmark as disclosed in Note 10. Under the arrangement, LWP has monthly commitment of US$17,000. Should the conditions precedent in this agreement be satisfied, then the Group has additional commitments of up to US$410,000 as detailed in Note 10.

Note 10. Commitments In July 2016, LWP entered into an arrangement with Hallmark for the operations of its Indian proppant plant in the city of Pune in the state of Maharashtra. Under the arrangement, which if the conditions precedent are met, would be effective from July 2017 onwards. The parties are required to complete various conditions precedent including an off-take agreement to first be secured for the first year of the Pune plant's production capacity to be pre-sold. Hallmark have ongoing costs associated with the plant and it is agreed that an amount of USD$17,000 per month commencing from 1 January 2017 be paid by LWP.
In addition to this monthly charges, once the conditions precedent to the agreement have been fulfilled, the company is required to fund up to an additional US$410,000.

A/R 2016
Indian Joint Venture Agreement
LWP has formalised its joint venture arrangements with Hallmark Minerals Pty Ltd on 6 July 2016.The formal joint venture agreement has been in negotiations during the year, but was not finalised until after balance date. The joint venture agreement is the outcome of those negotiations and LWP will hold 60% of the Joint Venture Company with Hallmark Minerals holding 40%. LWP will subscribe to the Joint Venture company $3 million USD for its 60%, with Hallmark providing its existing plant for its 40%. LWP will provide Hallmark loans of $450,000 USD to ensure that clear title may be given. Clear title is a condition precedent within this agreement. These loans are to be repaid by Hallmark from proceeds of the Joint Venture.
LWP are to receive a License Fee of $1 million USD for the use of its Technology. Net Cash Outflows for LWP will be in the vicinity of $ 2 million for the project. The project is due to commence in October 2016 with an expectation of revenue in the middle of the 2017 year


29 July 2015
We were delighted to report that LWP has entered into a Joint Venture Agreement with Indian company Hallmark Minerals Pvt Ltd for the production of LWP’s flyash-based proppants. This is a major milestone for the Company. Under the JV, which will be owned 60% LPW and 40% Hallmark, our technology will be used to produce our unique flyash proppants in the Hallmark manufacturing facility, which has previously manufactured bauxite-based ceramic proppants. The significance of this JV is that LWP have created shareholder value in the form of effectively adding US$9 million dollars (replacement cost) in plant assets to our business, and through the sale of a Technology License for the State of Maharashtra in India earned US$1 million dollars in upfront License fees for our Technology, and a future earnings stream in the form of revenue and royalties for the sale of light weight proppants from our JV Facility in India using flyash feedstock.

We couldn’t be more pleased with the transactions announced in that ASX release (Monday 20 July, 2015). LWP acquired a commercial-scale proppant plant for a fraction of replacement cost, which will facilitate the commencement of commercial production and the Company now has sufficient cash at bank to take advantage of other potential opportunities. Further, the 100% acquisition of the Ecopropp proppant business by LWP was formally completed, securing our significant technology rights."



((( so this is simply an untruth ! there was NO J/V at that stage. AND there was no realistic prospect of LWP being able to fulfill the Conditions Precedent needed to complete the J/V )))


20 July 2015
QUANTUM LEAP FOR LWP TECHNOLOGIES
 First Commercial Transaction - LWP enters into JV to commercialise proppants
 Milestones 2 & 3 triggered under Ecopropp Acquisition Agreement

First Commercial Transaction LWP Technologies Limited (ASX: LWP) (LWP, the Company) is pleased to announce that it has entered into a Joint Venture Agreement with Hallmark Minerals (I) Pvt Ltd (Hallmark),for the production of LWP’s flyash-based proppants, in the state of Maharashtra in India.

Trigger Events – Milestones 2 & 3 Achieved LWP also advises that pursuant to the terms of the previously announced acquisition agreement (Acquisition Agreement) between LWP (then known as Coretrack, ASX: CKK) and Ecopropp (ASX announcement, 12 May 2015), execution of the LWP-Hallmark Joint Venture Agreement will result in Milestones 2 and 3 of the LWP-Ecopropp agreement being satisfied. The satisfaction of both of these Milestones will allow LWP to make the final purchase price payment due under the Acquisition Agreement with a final issue of approx. 1.054 billion LWP Shares to the Ecopropp vendors, pursuant to the Acquisition Agreement."

((( it seems there was never a "J/V Agreement" - it was an "Arrangement" or once characterised as a "Heads of Agreement" - which was not "formalised" until a year later!

But the spin was the excuse for LWP to issue those Milestone shares.