Liquidation, page-26

Folks this documents is doing the rounds and ASIC has taken this on as a formal complaint post referral from Takeovers Panel Action (No opinion, form your own)

APPLICATION TOTHE TAKEOVERS PANEL
SECTION 657C(2) – DECLARATION OF UNACCEPTABLE CIRCUMSTANCES

Date: 4 July 2022

Applicant: MoretonResources Limited

(IN LIQUIDATION) (DEEDADMINISTRATORS APPOINTED)

In relation to theaffairs of: Moreton Resources Limited (and subsidiaries)

Other parties: Cor Cordis (ABN 82 098 443 397)(Matthew Joiner and Darryl Kirk) Colin Biggers & Paisley Pty Ltd,(Glen Williams and Brent VanStaden)

FEITELSON GROUP OF COMPANIES (Henadome Pty Ltd atf the Albow

Trust; The Promenade Coffs Harbour Pty Ltd; Feitelson Holdings Pty

Ltd aft the Feitelson Superfund; JR Cycles at the Promenade Pty Ltd;

Albow Income No 1 Pty Ltd; Phillip A Feitelson; A&J Consultants Pty

Ltd, Melgear Pty Ltd, 113 Wickham Terrace Pty Ltd)

1.Overview of Application

	Aspect	Summary
1	Declaration basis	sections 657A(2)(a), (b) and (c)
2	Circumstances*	1.The Feitelson Group of Companies, has with the assistance of Cor Cordis and Colin Biggers & Paisley Pty Ltd sort to control Moreton Resources Limited in coercive, controlling and threatening conduct. 2.The circumstances first occurred on or around 25 May 2022, however rely upon concealed and supressed conduct from transaction events dated Nov 2019. Suppressive and coercive circumstances continue and the Company suffers now and will continue to suffer, significant determent. 3.This has been undertaken by a group of associated parties, whom relied upon inside information and inside participation to create the current circumstances
3	Why the circumstances are unacceptable*	The circumstances relate to an attempt to take control of MRL through the appointment of a ‘Receiver’ on 25 May 2022. The appointment comes after the Company has spent 2 years in Liquidation and it is simply an attempt to control, circumvent regularly scrutiny and deprive members and creditors of information, as to the affairs of Moreton Resources Limited.
4	What (if any) contravention of chapters 6-6C?	6CA Disclosure, 6C1 Substantial Holdings breaches, 6C None Discloser of controlling entity, 6B breaches as to false, misleading a deceptive behaviour, Breaches of 6A4, and Chapter 6
5	Interim order(s) sought*	i)That the coercive behaviour, being the appointment by Melgear of Cor Cordis to Moreton Resources Limited as ‘Receivers’ dated 25 May 2022, be set aside. ii)That Cor Cordis and Colins Biggers & Paisley be ordered to hand over Company records and documents as request by Moreton Resources Limited.
6	Final order(s) sought*	i)That the appointment of Cor Cordis upon 25 May 2022, is a coercive and controlling mechanism, and therefore no such further appointment is possible. ii)That the purported agreement dated 27 November 2019, between Morton Resources Limited, 113 Wickham Terrace Pty Ltd, Feitelson Holdings Pty Ltd, Phillip Anthony Feitelson is set aside and has no effect, including any purported securities or enforcement of debts outlined in that agreement, against Moreton Resources Limited. iii)That the matters, conduct and concerns raised in this application be referred to ASIC to investigate and seek to determine if and should further action be taken by the regulator, in regard to potential breaches of, but not limited to, the Corporations Act 2001, Corporations Law Amendment (ASX) Act 1997 or the Australian Securities and Investments Commission Act 2001. iv)That all past and present Directors, Employees and advisors fulfil their obligations under the Corporations Act 2001, in giving effect to and assisting with the endeavours of order 2(iii) including the provision of all records.
7	Other proceedings*	No current proceedings involving the Applicant and the Respondents are afoot.

2.DETAILS OF APPLICATION

Background

Moreton Resources Limited (MRL) (in liquidation)(In administration, subject to DOCA) and its fully owned subsidiaries of MRV Metals Pty Ltd, MRV Bowen Basin Coal Pty Ltd and MRV Tarong Basin Coal Pty Ltd are a group of Company’s registered under the Corporations Act 2001 (CA), which consists of a constituted board and some 2,100 members. It has legislative obligations of reporting, conduct and transparency under the CA. As to, it has a right to be protected free from coercion, manipulation by individuals and groups whom purport to hold an interest in and as such, MRL seeks to avail itself of the protections and objectives of Chapter 6, Takeovers provisions of the CA, with specific reference of control, coercion and market disclosures. What is important is the fact the Company is its own entity free from its Directors, Members, Creditors and Employees including the stand alone nature of each of its subsidiaries, being well established in Wimborne&Ors u. Brien (1997) and Salomon v Salomon & Co Ltd (1897). The relevance of this is not only that each ofthese entities is afforded the stand-alone identity and protection rights ofthe CA, but the Directors owe duties to the Company to act within its best interest and are not them themselves MRL.

It is the control of MRL at the outset, that is the concern and basis for the referral utilising Chapter 6 of the CA, with a primary focus upon s657A and s602, but directly related to s657A(c) whereby the control and coercion did from 15 November 2019 to 10 June 2020 constituted unacceptable circumstances, but the immediate referral seeks to stop what is currently constituted as unacceptable circumstances commencing on 8 June 2022 and what is likely to continue to constitute unacceptable circumstances into the future. The existence of a DOCA or the inference of liquidation or administration, has no bearing upon the legitimate right and protections afforded to MRL by the CA whilst it remains a registered Company with its approximate 2,100 members.

A newly appointed board, acting under powersoutlined in the CA, with specific reliance upon s198G(3)(b) and (4), to promote the interest of the Company and seek to gain the best possible outcome for the Company and its members, is subject to unacceptable circumstances which are, but not limited to by a major shareholder, financier, and former Director by:

-The refusal to produce records and documents to which the Company ownsand/or is entitled under the CA or established by legal principles.

-Placing demands and threats upon the Directors of the Company, in anattempt to coerce the board to cease acting in the best interest of theCompany.

-Misuse of the CA, fabrication of securities and interest purporting to be over MRL.

-The reliance upon securities which purport to be over the assets of MRL, which the Company holds a bar to proceedings from the former Director, through a deed of release indemnifying the Company against such claims.

-Attempting to stop the Company from advancing third party discussions,terms and transactions that will see the Company seek to return to fulloperation and relist, inviting majority of its members to transition with theCompany via the DOCA arrangement.

However opportunistically, unconscionably andwithout basis, the Feitelson Group (FG) seek to assert control and protect its own interest to the detriment of MRL and its members, specifically attempting to negate the equal opportunity to participate in any benefits accruing to the members through the Company seeking to undertake dealings and transactions, by the suppression of MRL and the unlawful attempt to effectively remove the Board, by manipulating and exploiting the administration of the Company’s to the benefit of FG.

What has become evident to the Board, is theexisting coercion, threatening, intimidation and manipulation of the CA,derives from lock-up devices and non-commercial funding arrangements entered inNovember 2019, which have triggered this new and standalone instance ofcoercion and control. It is clear upon review of documents that from 15 November2019 to 10 June 2020, the Company in breach of Directors Duties, DisclosureObligations, Take Over provisions (GN18 Takeover Docs, GN 21 Collateral Benefits, GN19 insider participation in control transaction, GN7 Lock-up devices gave rise to GN1 unacceptable circumstances) was in control of the FG, to the detriment of MRL, members, markets, regulators and creditors.

The FG at that time, having market sensitive, inside information and effective control of the Company sort to mislead regulators and make false and misleading statements as to a takeover/control event in breach of ASIC Regulatory Guide’s 9 Takeover Bids, 25 Take Overs False and Misleading Statements, 62 Better Disclosure for investors, 64 Failure to lodge documents, 76 Related Party Transactions, 193 Notification of Directors Interest in securities, being not an exhaustive list of breaches but purely illustrative. The conduct of FG, its advisors CBP, John Haley and Cor Cordis actions and attempted transactions not only led to the circumstances MRL finds itself in, but highlights the attempted 8 contrived attempts to control MRL and its subsidiaries over the space of October 2018 through to date. That background is the basis for the lock-up device being relied upon now, 25 May 2022 which is the subject of these proceedings and application.

That is the FG having waivered its rights to securities and debts in a Deed of Release in December 2018, has now through the misleading representations and omission as to the existence of that agreement, sort to take control of the Company without the market, the members or regulators being aware of the conduct. This directly led to the Company being placed into administration and a range of events unfolding from 10 June 2020 through to 8 June 2022, to which FG continued to control and determine contrary to the CA and ASIC regulation and legislation.

The new and recent coercive and repressive conduct inan attempted control event has commenced since 17 June 2022, with reliance upona purported appointment of Receiver dated 25 May 2022 which is a breach ofs657A of the CA and the intent of s602.

The catalyst for the circumstances, and the controlasserted by the FG is:

-Based upon inside, market sensitive and non-disclosed information, MRL and FG entered into a non-commercial, nor arm’s length transaction, in breach of multiple CA and ASIC legislative and regulatory obligations and laws. That transaction purported to be an unsecured note requiring 12% for $1,000,000 repayable upon 30 June 2020. reported on 28 November 2019 to the ASX, therefore making misleading and false statements to the market, members, regulators and creditors upon that date and again on 5 March 2020, after the ASX had specifically queried and sort additional information upon the transaction on 19 February 2020.

-In reality the transaction passed effective control of MRL to FG as of 15 November 2019 and that control remains today. The transaction in effect was an agreement to bind MRL to the:

oAppointment of an FG determined Director

oAppointment of an Advisor working in and paid forby MRL, for the sole benefit of FG with full access to all Company records, decision making and day to day matters.

oThe resurrection of a Secured Deed Loan for$1,500,000 which was waivered by Phillip Anthony Feitelson (PAF) in Dec 2018 in a Deed of Release pertaining to misconduct.

oThe ceasing of litigation between the partieswhereby MRL was seeking to enforce its Deed of Release against FG.

oThe acknowledgement of a $500,000 loan pertainingto the events of Nov/Dec 2018.

oThat all of these liabilities and loans were dueand payable on 30 June 2020, essentially making the transaction a securedfacility for the advancement of $1,000,000 requiring a total commitment of$3,500,000 payable on or before 30 June 2020, being 600% interest.

-That is through a contrived approach, using inside information andknowledge FG in predatory and anti-competitive offer (setting aside the raft of ASIC, ASX and CA breaches), including the omission of critical and pertinent facts, contrived to take effective control of MRL.

-This purported granting of securities which is material, substantiveand a significant condition of the funding in November 2019, was not disclosedto the market with the sole intent to mislead, supress and avoid beingscrutinised by regulators.(Such granting offends existing binding agreements with Debentures and Mortgages held by Third parties including the Australian Taxation Office).

-FG sort to control MRL as at that date of the funding agreement by way of appointment of a Shadow Director, Mr John Haley and an additional right to appoint a Director whom work with the sole interest of FG, in turn gave the FG inside participation of what become a 6 month control event unknown to any external parties, which remained unknown until review in June 2022.

-Those dealings form the background to the current coercive, repressivecontrol event as of 8 June 2022, that is impacting the Board rights andobligation to advance the interest of MRL.

As the chronology of events outlines, there hasbeen a period of control by the FG whereby dealings, conduct and attemptedcontrol events have taken place without regard to the reporting and conductobligations of the ASX, ASIC nor CA. It is evident that upon no fewer than 8 occasions being:

-Sept/Oct 2018 the Feitelson Group sort to control MRL with insideparticipation

-November 2019 the Feitelson Group took control of MRL with insideparticipation

-March 2020 the Feitelson Group attempted a transaction to take control

-April 2020 the Feitelson Group attempted an additional effort to takecontrol

-10 June 2020 FG sort to move the Company into administration under 438A to take control through a DOCA, whilst offending s201A of the CA and the Company’s constitution.

-October 2020, the FG took control of MRV Metals Pty Ltd through a Court application which omitted and contrived the real circumstances as to any securities the FG had.

-25 May 2022, the FG appointed a Receiver despite a bar against doing so under s436C of CA.

-On approx. 17 June 2022 which is the subject of these proceedings, hasattempted to coerce, intimidate, control the operations of the Board andtherefore MRL under a DOCA arrangement and contrary to the obligations andrights outlined in s444G, 198G(3)(b) and (4) of the CA.

In doing so, the FG has sort to take control of and sell some $6,500,000 in assets, whereby the expressed and capped claim by PAF is $205,000 as per a binding February 2020 agreement entered by PAF and others within the FG to place additional funds into the Company. In the alternative the December 2018 Deed of Release and indemnities in favour of MRL are enforced. However, through direction of the FG, Cor Cordis (CC) in conjunction with Colin Biggers & Paisley (CBP) have run up costs exceeding $3,000,000 in the pursuit of that $205,000 identified in the February 2020 agreement. Since this time, the Company has moved into administration, and liquidation and is subject to a DOCA arrangement, which is still in the course of being progressed.

It is evident to the existing Board that JohnHaley, PAF and Brent Van Staden (With the assistance of Glen Williams), working in association with FG sort to control MRL from Nov 2019 to June 2020, when those parties took information, records, projections and intellectual property from MRL and contrived a DOCA attempt which was unsuccessful, whilst in administration. However it is clear with the preparation and planning prior to the placement of the Company into administration, that the administration was an outcome of the repressive and coercive actions, that led to those circumstances in an effort to avoid shareholder votes, and to gain maximum advantage to outstanding legal matters that were believed to be imminently due to resolve. Those same parties have contrived the current circumstances as at 17 June 2022, and are using the same coercive, controlling and unlawful efforts to manipulate MRL prospects, transactions and advancement to protect their own interest.

A newly constituted Board has been formed and isundertaking its assigned duties as per the DOCA and authorised under s198G(3)(b) and (4), including potential asset transaction advancement and other duties which will benefit MRL and its members.

It is unsurprising given those circumstances ofdocumented fact, contained in contemporaneous documents and records madeavailable to the Board, that the FG, CBP and CC have sort to supress, coerce and control MRL with no legal basis and contrary to any security interest, by representing as Receivers and Managers, to seek to control of MRL to the detriment of creditors, members and MRL.

Given the remit and circumstances of this matter,there is no other better placed nor statutorily authorised body, which canreview, refer and deal with the breadth of these matters. It is the submissionof the applicant, that in fact that this is the sole purpose of this body, withreliance upon:

‘the Federal Parliament to conclude that the natureof takeovers disputes was such that they required, ordinarily, promptresolution by decision-makers who enjoyed substantial commercial experience andcould look not only at the letter of the Corporations Act but also at itsspirit, and reach outcomes according to considerations of practicality, policy,economic impact, commercial and market factors and the public interest.’

2.2.Chronology

	Date	Event
1	20 October 2018	Albeit only identified now (28.06.22), a Mr John Haley representing MRL without consent of the Board, engaged in discussions with Mr Brent Van Staden, of CBP in October 2018 for advice upon a transaction, pertaining to the Assets of MRL. It has also been identified that the relationship between Mr Bent Van Staden and John Haley was a relationship for ‘quite a while’, as stated by John Haley on 20 October 2018 and this plays significantly to the events of 2019-2022.
2	26 October 2018	The Board of MRL had cause to issue PAF, a ‘show cause’ for the following: -Failure to undertake and understand duties as a Director -Interaction and off-line dealings with Snr Staff to gain an advantage -Failure to disclose association with related parties -Sustained and persistent breached of securities trading policy -Sustained and persistent attempt to coerce and control the Company
3	December 2018	In December 2018 the following events occurred: -PAF resigned -PAF was referred to ASIC for the matters outlined above -A deed was executed baring any proceedings or claims against the Company and forgoing any additional entitlements or agreements/arrangements.
4	December 2018	It was determined Mr John Haley was implicit in the dealings of PAF and as such was moved to a casual Director, with notice he would be terminated at the end of March 2019, for his conduct also in the events that had transpired.
5	31 January 2019	Mr Brent Van Staden had conversations with the MRL Chairman, about joining MRL as a Director and Company Secretary, and he was appointed at 10 February 2019. (At no time did Mr Van Staden declare his relationship with Mr John Haley who was exiting for cause, or that he was familiar or had worked on matters for MRL)
6	Mid-Feb 2019	Mr John Haley resigned several weeks prior to his termination date.
7	10 February 2019 to 7 March 2019	Mr Brent Van Staden, as a Director for the period of 4 weeks was granted information pertaining to offers to purchase the Companies assets, forward plans and projections, balance sheets, registers, strategic intent information and independent valuations of the Company’s assets. Majority of those documents were requests by Mr Van Staden, which were historic in nature and not relevant to the immediate duties as a Director.
8	7 March 2019	Mr Brent Van Staden sort to resign as a Director after 4 weeks, having attained significant and considerable information pertaining to the activities and interest of MRL.Mr Van Staden whom held the role as Director and Co Sec, and is legally trained, failed to register as Co Sec the Directorship and his role as Co Sec, with ASIC which is a legal requirement and was his statutory duty for MRL to do, and as such this is a perplexing oversight, but an inference could be drawn now with the fulness of surrounding facts.
9	March 2019 to October 2019	MRL went through significant change with Key personnel, as the CEO and Chairman exited the Company, which was notified 12 months prior of this intent.
10	31 October 2019	The new CEO liaised with PAF, seeking to understand the historic events and outlining the need for funding for the Company. It is apparent there were three other opportunities open to the Company at this time in approx. Nov 2019, however PAF displayed immediate interest and the CEO provided PAF with critical MRL information what was highly market sensitive and material to the MRL’s financial position.
11	4 November 2019	On 4 November 2019 despite having entered a binding deed with MRL in December 2018 waiving any historic claims, PAF through legal advisors sort to purport to have claim to debts and loans making such claims and assertions after having gained an understanding of the dire need for funds into the Company (albeit multiple parties had approached MRL to assist). In exchange for purported financial assistance, he was seeking to use the nullified historic debts in an agreement that would give him, effectively control of the Company. Essentially a poorly construed and executed control attempt, but with reliance upon omissions and misrepresentations to MRL, as to existing debts and entitlements which upon their face were misrepresentations to MRL in an effort to gain a benefit or advantage.
12	11, 12 Nov 2019	Further dialog took place, at the exclusion of all other options to MRL, and PAF obtained further market sensitive and material information by way of forecasts/data and current immediate financial position.
13	12 Nov 2019	PAF using the inside information to which he was not reasonably entitled, and certainly not to use against the Company, presented a funding offer for $1,000,000 stating: -He requires current legal action against him by the Company be ceased -A loan of $500,000 being subject of the deed of Nov 2018 be honoured at 13% interest -That the Company recognise the debenture agreements. (previously forfeited, through the Deed of Release worth approx. $1,500,000) -The Company would facilitate his 3% creep provisions allowance for him -He has the right to appoint a Director to the Company -He seeks additional security over his new money of $1,000,000 -He seek to limit the statutory rights of several shareholders and financiers existing with the Company. It is irreconcilable and inconceivable that this was anything but a contrived anti-competitive lock up device, designed to lock up Assets and place restrictions upon the Company, as MRL could not have, nor could PAF had expect the Company to cure the loan including the inclusions which effectively was a 7 month loan of $1,000,000 with a binding repayment of approx. $3,500,000 including securities of assets and interests.
14	15 Nov 2019	MRL whom had approaches for others who had requested to undertake due diligence upon the financial position of the Company, entered into the FG transaction at the expense of the members, creditors, the market. That is PAF contrived the situation and opportunity based upon inside information and his prior knowledge of his Directorship and the Directors purportedly bound MRL to a fatal anti-competitive lock-up device of 600% return, in 7 months that upon proper consideration, no party could conclude it was possible to honour.
15	20 Nov 2020	In an immediate display of that control at the direction of PAF, Mr John Haley being a representative for the FG met with the CEO of MRL and as a further condition precedent, it was agreed that John Haley would be employed as a Consultant, paid by MRL but working for the interest of FG, akin to a shadow Director with total and full access to MRL. It is clear form significant emails, documents and interactions now available to this Board, that this is the role that Mr John Haley filled from 20 November through to 25 March 2020, when he then formalised his appointment as a Director.
16	27 Nov 2020	A purported agreement dated 27 November 2019, between Morton Resources Limited, 113 Wickham Terrace Pty Ltd, Feitelson Holdings Pty Ltd, Phillip Anthony Feitelson was entered into purporting to bind the Company to an agreement entered into 12 and 15 November 2019
17	28 Nov 2019	MRL release an ASX announcement pertaining to $1,000,000 in funding. However failing to list any of the considerable conditions precedent and agreed terms as outlined above. That is there was no market disclosure nor identification of the material terms and conditions that were attached to the loan, and the genuine repayment requirements of $3,500,000 in 7 months. The entire announcement offends the listing rules requirements, is a fabrication of the true intent and terms, and does nothing but deprives the members, market and regulators of knowledge as to the nature and terms of the funding agreement, and is contrary to obligations owed to MRL and defined in ASIC, ASX and CA requirements. The document also fails to declare who the parties are.
18	11 February 2020	After a secured creditor sort to make a claim and potentially start wind up proceedings, PAF was consulted and enforce what he believes are his rights to coerce and control the Company’s actions, as to how to deal with the demand.
19	19 February 2020	Brent Van Staden and Glen Williams of CBP were engaged to give advice and assistance upon a potential variation to the Debenture Deeds documents on behalf of MRL, to protect the rights and interest of MRL. That is, they were engaged and held a fiduciary duty to MRL.
20	24 February 2020	PAF through this period sort to contrive a transaction that would removal a major shareholder and investor in MRL and further assert his control and coercion over MRL. In addition a formal meeting at the offices of CBP was also undertaken to advance the proposed documents to appease the demands of the Creditor, this meeting was undertaken by John Haley purporting to be acting in the interest of MRL to whom CBP owed the fiduciary obligations to.
21	24 February 2020	Interestingly in breach of the Australian Solicitors Conduct Rules and the Legal Profession Act 2007, PAF also separately engaged with Mr Brent Van Staden for advice and comment upon his interest as a party to the agreement, in which CBP already purport to be undertaking and protecting the interest of MRL. It is now clear that CBP treated MRL and FG as one in the same, irrelevant of the obligations to ASIC, ASX and the requirement of the CA.
22	27 February 2020	Mr Brent Van Staden and Glen Williams of CBP are copied into the agreement struck between the parties including MRL as to the amendment to the Deed, as advisor for MRL and are bound to MRL legally, ethically and via fiduciary duties. What is clear is the new agreement caps any claims of PAF to $205,000 against the assets or interest of MRL or MRV Metals Pty Ltd as defined by the Debenture Deeds to which this agreement wrote PAF back into, but limited his benefit to that of only the funds being advanced in 2020.
23	5 March 2020	The FG whom had effective control of MRL through their representatives being John Haley, mislead the ASX, MRL members, the market and regulators in regard to direct questions and concerns as to the November 2019 funding agreement and the terms and conditions that went with that agreement. None of which were released to market despite the material nature and the disclosure obligations. Either at the time on 28 November 2019 or at March 2020. Mr Bent Van Staden and Glen Williams of CBP purporting to act in the best interest of MRL, that is the Company stand alone to whom the Directors are mere agents on its behalf, were also privy to this response, allowed it to be sent to the ASX without caution or concern of its misleading and effective false statements.
24	9 March 2020	John Haley continues since late Nov 2019, to operate as a ‘shadow director’and relentlessly lobby’s for the interest of the FG including but not limited to the provision of considerable and continued market sensitive information and materials. Thought out this period, the board, CBP, FG and John Haley seek to on take majority of their communications on private emails, which in itself draws concerning inferences.
25	12 March 2020	Mr Brent Van Staden of CBP is further engaged by MRL to assist and advise MRL upon financial assurance matters as they pertain to an expected considerable monetary return for the benefit of MRL. This goes on through March to early June 2020. CBP also seek to be briefed upon the AAT matters.These matters have the prospect of returning some $8,000,000 to $12,000,000 to MRL and its subsidiaries. Both John Haley and Mr Van Staden start to take significant interest in and obtain a greater understanding of those potential returns owing to MRL.(only weeks before placing the Company into administration, and submitting a DOCA immediately following, including seeking to take the full benefit and outcome of those proceedings)
26	20 March 2020	PAF through the FG makes an offer for majority interest in MRL’s Assets. This offer communicated largely through private email addresses of board members, advisors and to CBP legal representatives at the time or there after. The proposed transaction clearly offends the CA across multiple obligations and fiduciary duties upon multiple parties, not limited to Chapter 6 Takeover provisions. This attempted control event is not only reliant upon prior lock-up devices, insider participation, collateral benefit outcomes for some, but simply offends the most basic premise of unacceptable circumstances and ASIC and ASC disclosure rules. The offer enters negotiations from late March 2020 through to early June 2020, with legal representation of CBP purportedly representing the interest of MRL as a corporate entity, however at no time are the obligations and duties or the bidder, directors or other identified as per the duties and obligations of the CA, but their own duties and fiduciary responsibilities as admitted professionals to Court and or professional bodies. It would appear that CBP who purport to be duty bound to MRL and acting in MRL interest, are in fact seeking to facilitate the interests of the FG aided and guided by Mr John Haley.
27	26 March 2020	CBP again purportedly acting for MRL, and therefore holding fiduciary duties under the CA and under their professional admissions, have Mr Brent Van Staden and Glen Williams advising MRL advice as to the effect of statutory demands being made upon MRL, by additional their parties.
28	28 March 2020	In a further display of control, on or around this date the FG rather than making payment of the committed $15,000 as agreed in the binding 27 February 2020 agreement, seeks to redirect urgent and critical funds of MRL,to make a preferential payment direct to John Haley whom it appears has moved from a ‘shadow director’ to a Director of MRL as at 25 March 2020.
29	12 April 2020	PAF representing the Feitelson Holdings P/L states they seek to and supported the immediate delisting of MRL from the ASX.Along with an extension of the takeover offer put to MRL. Clearly this is an attempt to circumvent the rights and protections afforded to its members, the market and regulators to have open and transparent offer. The proposal by the bidder to immediately delisting to avoid market protection mechanisms is a clear attempt at coercive, controlling and manipulative conduct.
30	25 May 2020	Mr Bent Van Staden of CBP was engaged on behalf of MRL in regard to a potential negligence action against the Directors of MRL.Whilst representing MRL CBP were party to email exchanges whereby Directors and others are seeking to recreating minutes, meeting notes and removing references to insolvency and other matters as at 10 February 2020 and seeking to contrive responses to the purported action.At no time is it apparent upon the information before the current Board, did CBP acting as agents for MRL and the integrity and fiduciary duties all parties owed to the CA and question such conduct. If CBP did act in MRL interest, they have seemingly forgone that protection and inference, given there current conduct in representing the FG and refusing their professional and legal obligations to return Company records and client files demanded of them in June 2022. Their current conduct could draw no positive inference as to their actions.
31	May – June 2020	John Haley,Brent Van Staden and Glen Williams seek to gain more understanding of the AAT (potential $8,000,000 in cash rebate) and DES (potential $3,500,000) claims which were briefed as being imminent outcomes and in favour of MRL. It is interesting that CBP and Mr Haley are moving to seek to understand and fully make themselves conversant with registered securities, rebates, tax positions all within several weeks of the events of 10 June 2020, which is when both Mr John Haley and CBP purport to at great conflict, damage and neglect to MRL, seek to promote the interest of the FG.
32	8 June 2020	Mr Brent Van Staden and Glen Williams of CBP have purported to act for MRL in the potential takeover offer by FG, disclosure advice, potential delisting, transfer of assets, creditors demands etc, purportedly acting in the best interest of MRL seems to be at odds with reality and no positive inference from their actions could be drawn.
33	10 June 2020	In breach of the CA, offending s201, two Directors agreed (being the Company continued to operate with 2 directors and make decision and operate in contravention of the CA), one being PAF delegate put the Company into voluntary administration. David Orr and Grant Sparks were appointed joint and several Liquidators of the Company on 10 June 2020
34	15 June 2020	Mr Brent Van Staden and Mr Glen Williams of CBP, after being engaged by and acting for MRL to protect its interest and the interest of its members, within days commenced work with PAF and John Haley upon a DOCA arrangement that sort to strip the assets and value of MRL
35	29 June 2020	A DOCA proposal was sent by Mr Brent Van Staden to Deloitte whom were acting as the Administrators of MRL, and who clearly were not furnished by the Directors nor legal advisors of MRL of it affairs, conflicts and events since late 2018 pertaining to the FG and the repeated control events. The actions of the legal advisors at this point and beyond, including up until today are highly questionable upon ethics of a legal professional, potential breaches of confidentiality/conflict of interest, but other relevant obligations under the Australian Solicitors Conduct Rule and the Legal Profession Act 2007. This potentially includes the most basic fiduciary duties and obligations that amount to misleading and deceptive conduct, and unconscionable conduct.
36	14 July 2020	Mr Brent Van Staden of CBP seeks to represent PAF at a Takeovers Panel application, whereby upon reading the information provided to us, it is clear the legal representatives were knowing of the allegations and complaints before the Panel appear true and correct, and were obliged in the interest of MRL surviving and not being broken up and subject to the FG DOCA, failed to intervein, act or promote the interest of MRL, as they were acting for the DOCA proponent in an high objectional conflict.
37	July 2020	On the basis of a Takeover Panel application by a shareholder and creditor of MRL, the DOCA arrangement was voted down, and we understand representations made to the Takeover Panel that the Company is therefore to be liquidated and there is no benefit to act. Whilst those historic events are a matter of record, the statutory provision and interests under Chapter 6 and under the Corporations Act 2001 are not waivered upon the entering of administration or liquidation and until the final winding up, the Company and its members should expect the protections and rights afforded to it in the legislative statute of the Corporations Act 2001. It is clear with the benefit of the information before the Board today, that the administration of MRL was an attempt by the FG to gain control of the Assets of MRL, reliant upon a 28 November 2019 agreement which was uncommercial, unenforceable and offends the CA upon multiple fronts including Chapter 6.
38	2020-2021	The Feitelson Group has relied upon and made significant representations around its rights and secured interest, related to the funding arrangements and deal done, but not disclosed to member in November 2019, nor still to date, disclosed to members or regulators. Subsequently that has given rise to: -The FG relying upon securities previously waivered, have sort to take control of, sell and divest the assets of MRV Metals Pty Ltd, including the taking of cash Bonds and bank funds. -The FG, assisted by CBP and CC;s action were not for the sole benefit of the FG, but also CBP and potentially CC around collateral benefits. That is the inference could be draw that $3,000,000 in expenditure and claims in an effort to recoup what records we have view purport to limit PAF to $205,000, could not be seen in our view in any other light. -Contrary to the deed of release dated Dec 2018, and relying upon agreements and documents which were waivered and omitted from third parties. This action is specifically designed to rob the members, creditors and MRL the right to be informed in the market and determine the validity of any such agreement including regulators.
39	3 May 2022	David James Hambleton and Kaily Lyn Chua were appointed joint and several Voluntary Administrators of the Company on 3 May 2022.In that meeting, in a public form Mr Glen Williams who represented a member of the Feitelson Group, sort to state he was unaware and had no knowledge of CBP having work for and provided legal services for MRL.
40	25 May 2022	CC relying upon apparently a Debenture Security Deed which PAF waivered his rights to in December 2018, were purportedly appointed to the role of receivers under the direction of the FG’s Melgear.
41	28 May 2022	In a form 504 issued to ASIC on behalf of Cor Cordis, they purport to be Receivers of MRL assets and interest. They are represented by CBP. That appointment be it valid or otherwise to the interest and assets owned by MRL (that is not MRL itself) is perplexing as Cor Cordis reportedly have sold $6,5000,000 in Asset sales of MRL subsidiaries.That and the fact creditors reports of Deloitte (Liquidators) and Rodgers Reidy (Administrators) stating there is nil value and prospect of return from MRL, make an appointment highly questionable. A reasonable inference could be drawn that it is an attempt to control, coerce and supress the information, materials, records that will harm the actions of the FG, CBP and CC in their conduct and statutory duties.
42	7 June 2022	A Deed of Company Arrangement (DOCA) for MRL (and its subsidiaries) was executed on 7 June 2022.
43	8 June 2022	Under a proposed DOCA arrangement a newly formed Board have been appointed and upon review of the records made available to it, for review and inquiry have: -Found significant conflict of interest in the legal advisors acting for MRL. -That CBP albeit the Board has legal right and authority, refuse to release Company records and files. -Been subject to coercive and threatening behaviour and attempted control by CC, whom now purport to be Receiver and Manager over MRL, contrary to any securities agreement be it valid or otherwise, in an attempt to stop the Board having control of the Company.
44	13 June 2022	A demand for the release of records from CBP was placed upon the firm on behalf of MRL, and CBP refuse to comply or release Company records, thereby depriving the members of MRL the right to be fully informed and to protect their interests.
45	13 June 2022	Correspondence to CC challenging their conduct and appointment of CBP, stating in our view PAF due to an agreement on 27 February 2020, has at best a total capped at $205,000 owed. CC have sold assets and interest of MRV Metals Pty Ltd a subsidiary for $6,500,000 and have run up costs over $3,000,000, which it could be seen as nothing more than an abuse of power, an abuse of the registration and rights of a liquidator (Receiver) as registered and governed by ASIC
46	17 June 2022	Demands were made upon the Board by both CBP and CC to the effect of taking control of and undertaken coercive, manipulating and threatening actions against the Board of MRL by stating the could not: Removing secured assets from the Company’s possession; Returning goods to creditor, supplier or other third party’s; Negotiating with third parties in relation to any assets, debts or claims; Making commitments or representations on behalf of the Company; Incurring any new liabilities or accepting delivery of goods; Any money coming into the Company must be paid to CC in an nominated bank account by them; Notifying us in an intimidating and coercive way of penalties and breaches of the act; Then Directing the new Directors to undertake duties to which there is no statutory power to do so. These demands included the presentation of what purports to be an ASIC form, which is contrary to the notifications issued by CC on Form 504, therefore leading the Board to believe the ASIC form used has been falsified with the specific purpose to misrepresent their powers and to intimidate, coerce and control the Company
47	20 June 2022,	A letter was sent to CC seeking confirmation of their appointment and documents to which it has rights as a creditor of MRV Metals Pty Ltd. This request my MRL of CC has been met with distrain, arrogance and noncompliance by the purported Receiver acting in concert with the FG to destroy and remove the value and interests of MRL, the members and creditors.
48	21 – 23 June 2022	Further correspondence sent to CC goes unattended to frustrate and refuse to undertake statutory reporting obligations. Despite the ASIC notifications in form 504, they have sort to control, manage, direct and remove records from MRL which is contrary to the appointment and registration notification. It is also contrary to the representations made in an ASIC form used to intimidate and coerce/control MRL, which upon its fact appears to be a false and misleading representation.