Stephen Lunn, Petroquest and other companies

In the RNS announcing Stephen Lunn's appointment, it was noted:

"Presently, Mr. Lunn is currently a director of the following non-public listed companies; Lunbros Trust Ltd., GreenXXCorp Ltd., CFGH Management Limited, FHF Corporate Finance Limited, Petroquest Energy Ltd. and York Energy Ltd. In the previous five years, Mr. Lunn was on the board of RRR HoldCo Limited.

Mr Lunn is a director of Petroquest Energy Ltd that is a related party due to the loan agreement in place with Petroquest Energy as outlined in the last audited and published Full Year accounts.

Mr Lunn has related party shareholdings in the Company due to him being a director of FHF Corporate Finance Ltd (3,184,560 shares) and York Energy Ltd (500,000 shares). Mr Lunn also holds 1,404 shares in the Company in his own name."

In Stephen Lunn's first RNS following the departure of Tom Evans, he stated:

"Additionally, the leases assigned under the Globalvision agreement are secured by historic corporate loans provided to the Pennpetro group and these secured debts will require renegotiation in order for any transaction to proceed further"

We understand the above statement by Mr Lunn to relate to loans held by Petroquest Energy Limited, of which Stephen Lunn is the majority shareholder. If so, this would create a clear conflict of interest - with direct beneficial interest in a creditor of PPP, while also legally required, as director of PPP, to act in the company's best interests.

Conflicts of interest are not uncommon and public and private sector has put in clear structures to prevent negative impacts (whether perceived or real) to companies and directors.

Indeed, PPP's own articles (106 and 108) detail out what should happen. Specifically, in this instance, the director in question should rule themselves out of all company business relating to the conflicting items, unless agreed by the board. However, with a Board quorum requiring two directors, and only two directors in employment at the time of these RNSes, there is no feasible way that the PPP board could either authorise Stephen Lunn's involvement in renegotiation of the Petroquest loans or make any decisions on such renegotiations.

A number of shareholders wrote to Stephen Lunn on the 24th December identifying these concerns, the apparent conflict with the company articles, and proposing a way forward (ratification through an AGM, which was overdue at this point in any case). A copy of the letter can be found here.

Regardless, in Stephen Lunn's next corporate RNS:

"Further to the announcement of 20 December 2024, the PPP Board can confirm that it is now in detailed discussions with Global Vision to negotiate settlement of all outstanding issues in relation to regularising the USA leases of the Company, finalising settlements with all creditors and completing the agreement between parties ."

There was never a direct response to the group that addressed the concerns in question. In the 30th December RNS we can see:

"The Company and its directors have received a number of direct enquiries in relation to the perception and management of conflicts arising from interests in Petroquest Energy Limited ("Petroquest"), a secured lender. Petroquest, is managed by an external FCA regulated asset manager and decisions relating to their interests are made independently, and without reference to the directors and shareholders of the Company."

Now, there are issues that appear to arise from this statement:

• This itself, even if arms length, does not address the conflict of interest - the conflict arises from Mr Lunn's ownership of the asset and the potential benefit of having it, not the day to day management. Questions such as whether he is going to fully negotiate in PPP's interests, if it comes at the reduction in value of his own property? And whether he can adequately justify that he has done so? These questions must be answerable, in order for a director to satisfy their obligations under the Companies Act.

• It would appear that we are not the only stakeholders to be concerned with this situation. And yet the company has elected to delay the AGM which would enable the shareholders to ratify Stephen Lunn. To date, we have seen no proposed ways of working or change in approach, and noting the point above, no sufficient response to Stephen Lunn's conflict of interest.

Additional conflicts of interest

The recently announced General Meeting, to be held on 3rd July 2025 is discussing two resolutions that relate purely to one objective - the ability to issue 62 million shares to particular interested parties. We have undertaken an investigation and have identified substantial additional conflicts of interest for Stephen Lunn.

In the 20 June RNS, it was noted:

"Anton Tarkanyi, the deceased former de facto corporate secretary held significant indirect interests in the share capital of the Company.

The Company understands that these shares are held by a number companies in both New Zealand and UK in complex structures pursuant to his will, of which Stephen Lunn is the Executor. Once this has been resolved the Company will be in a position to announce an updated shareholding for Stephen Lunn and make the required regulatory disclosures."

As director and Chair of PPP he is obligated under the Companies Act and PPP's articles to have reasonable care and undertake due diligence of planned recipients of share transactions i.e. in his role of director of PPP he is legally obligated to evaluate counter-parties in such a share deal to ensure the counter-parties are fit an appropriate, and thus should have identified these conflicts of interest in such due diligence.

The RNS fails to state that Stephen Lunn has a direct beneficial interest in several of the companies that are to be awarded shares, and a personal relationship interest in others.

Furthermore, it is readily apparent, from Mr Lunn's own corporate updates to the relevant registrars of these companies, that Mr Lunn is aware of his interest in several of these companies e.g. York Energy Ltd.