History

Plentex (formerly Plenty River Mining Company NL and now Plentex Limited) was established in Australia in 1983 and listed on the ASX as a mineral exploration and development company operating in Australia and several overseas countries.

 

Between 1998 and 2006 Plentex played a major role as the proponent of a world scale ammonia/urea (fertiliser) project on the Burrup Peninsula of Western Australia.  During this period the Company then known as Plenty River Corporation Limited, was involved in several joint ventures with major fertilizer companies including Chambal Fertilisers and Chemicals Limited of India, Agrium Inc. of Canada now part of Nutrien Limited, and Dyno Nobel now part of Incitec Pivot Limited, and several of the world’s leading ammonia/urea technology providers and engineering/construction contractors.  Plentex was forced to retire from this project in early 2006 when rapidly rising gas prices and construction costs negatively impacted the project’s economic viability.

 

In late 2006 the Company changed its name to Plentex Limited and acquired Georgetown Mining Limited and its suite of gold mining exploration assets in North Queensland.  These assets were reluctantly divested in May 2009 when the onset of the Global Financial Crisis, made it virtually impossible to raise finance.  The purchaser of these assets, German private company Deutsche Rohstoff AG subsequently went on to bring Plentex’s gold mining project at Georgetown, North Queensland, into profitable production.

 

Around 2011 Plentex, in conjunction with the South Australian Research and Development Institute (SARDI) and South Australian university, Flinders University, became involved in R&D aimed at producing biofuels and high value nutraceuticals from microalgae.  Commercial scale microalgae farming at the time was mainly focused on constructing large “open” ponds at considerable cost and the lure of low cost access to abandoned prawn farms (due to “white spot” disease outbreaks), which could be converted to farm microalgae, led Plentex to the Philippines in 2013.

 

In late 2014 Plentex cemented its Philippine presence by incorporating a Philippine subsidiary, Plentex Philippines Inc. (PPI), and subsequently three other Plentex affiliated corporations, Plentex Realty Inc. (PRI), Plentex Agri-Milling Corporation (PAMC) and Plentex Aquafarms Corporation (PAC) and appointed four well respected and credentialled Filipino nationals to the Boards of these companies.

 

In mid 2015 Plentex via its affiliate PRI, acquired a decommissioned multi-species (fish/crustaceans) hatchery situated at Guintarcan Island near Villareal on the island of Samar and set about renovating the hatchery’s infrastructure.  This facility has been significantly upgraded by Plentex and will be the centre of its aquaculture operations.

In August 2016 PPI leased from the City of Tacloban under a long term lease (25 years plus option to renew) a 1.6 hectare block with plans to build a rice milling business on this site.  PPI has renovated and extended a weighbridge building on this land (Suhi Lot 1) to serve as Plentex’s office headquarters in Tacloban and has carried out extensive site development works.

 

Also in 2016 PRI purchased an adjacent (4.6 ha block) which Plentex calls Suhi Lot 2, adjoining the leasehold area.  A large dam (approximately 50 million litre capacity) was built by Plentex on this block which has been successfully used for small scale farming of fresh water Tilapia.   A further land purchase by PRI in 2017 acquired Suhi Lot 3, a 2.2 ha block sharing boundaries with Suhi Lots 1 and 2.

 

Plentex was attracted to the Suhi location due to:

-              its position being only 10 km from the port city of Tacloban and 20 km from a major airport with connections to Manila and other major Philippine cities.  The progressive Tacloban City Council has created a fast growing economic hub in the Province of Leyte.

-              close proximity to:

-        the expanding port of Babatngon

-        Plentex’s fish hatchery on Guintarcan Island near Villareal on the nearby island of Samar

-              low cost skilled labour and extensive infrastructure

-              a fast growing local market for products as well as strategic access to large growing markets in South East Asia.

 

Commencing in 2015, Plentex played an active role in two significant Philippine based R&D projects:

• red seaweed (halymenia durvillei) with the University of the Philippines; and another with
• the University of the Philippines Visayas, and Tarlac Agricultural University in relation to an agricultural protein enhancement product known as ProEn-K.

Plentex now holds exclusive worldwide commercialization rights in relation to each of these technologies.

 

In late 2018 Plentex entered into three Transaction Agreements with Philippine Stock Exchange (PSE) listed agribusiness, AgriNurture Inc. (ANI) pursuant to which ANI was to invest $3M in Plentex, Plentex was to acquire ANI subsidiary FCA’s Arayat rice mill for shares in Plentex, and changes were to be made to the Board of Plentex to reflect ANI’s resulting 60% ownership of Plentex.

 

These arrangements were approved by Plentex shareholders at an Extraordinary General Meeting held on 29 November 2019, together with resolutions approving the reduction (in part or full) of amounts due to certain Plentex creditors and amounts outstanding with respect to certain related party loans, by issuing shares and attaching options to the nominated parties.

 

Central to the Transaction Agreements was the funding mechanism by which ANI was to invest the $3M in Plentex.  This was to be achieved by ANI issuing to Plentex subsidiary Plentex Philippines Inc. (PPI) 6,172,800 ANI shares which were to be listed on the PSE and sold by PPI over a 12 month period in accordance with an agreed schedule, with the proceeds of share sales to be paid to Plentex with any shortfall to be paid by ANI in cash to Plentex.

 

The Transaction Agreements were each subject to ”Sunset Date” provisions which required ANI, amongst other things, to obtain the approval of the PSE to the listing of the ANI shares which had been issued to PPI.  The Agreements further provided that if ANI did not obtain the PSE’s approval for listing by Sunset Dates prescribed in the agreements, the agreements would automatically be terminated without further action being required by any party.

 

The ANI / Plentex business plan at the time was to initially establish rice milling and cassava processing plants on Suhi Lot 1 and to import and trade rice via its newly acquired Arayat facility to be followed by a $8,000,000 capital raising to part fund the establishment of a coconut processing plant to be sited on Suhi Lots 2 and 3, with a target of relisting Plentex on the ASX by mid 2020.

 

In January 2020, in accordance with certain provisions of the Transaction Agreements, David Vinson and Wanda Mackinnon resigned from their positions as Non Executive Directors of Xerion, and Neil Grimes and Michael (Mike) McMahon were appointed as Directors.

 

At the same meeting, David Streader resigned as Company Secretary of Plentex and Peter Streader was appointed Company Secretary.  Also, Neil Grimes was appointed as Managing Director of Plentex and Mike McMahon was appointed as Executive Director – Philippines Operations.

 

ANI’s business operations which were heavily focused on the export of fruit and vegetables to mainland China and several other countries, were seriously impacted by the world-wide COVID 19 outbreak resulting in diminished cash flow and this, coupled with ANI’s inability to get approval for the listing of the ANI shares that were to be issued to Plentex Philippines Inc. (PPI) and sold by PPI as the principal funding mechanism for investing the $3M in Plentex, led to a situation where ANI was unable to comply with its contracted obligations by the Sunset Dates set out in the Transaction Agreements.

 

Plentex in an endeavour to avoid the Transaction Agreements termination, progressively extended the Sunset Dates from time to time by notice to ANI, and in an effort to make things easier for ANI, Plentex agreed to formally amend the Transaction Agreements.  The Transaction Agreements were amended initially by a Transaction Deed between the parties dated 1 September 2020, and subsequently by the Supplemental Deed made between the parties effective 1 February 2021, and finally by a Payment Agreement dated 1 March 2022. 

 

In each case these agreements were instigated and driven by Plentex to assist ANI in complying with its obligations under the Transaction Agreements, and introduced a pathway for ANI to make cash advances to Plentex as a means of making its $3M investment in Plentex rather than relying on the proposed sales by PPI of its ANI shares.  These agreements also extended the Sunset Dates applying to the Transaction Agreements.  Unfortunately ANI failed to comply with its obligations under the Payment Agreement and as a result the Transaction Agreements automatically expired and are no longer of force and effect between the parties.

 

There has been part performance by both ANI and Plentex under the Transaction Agreements (as amended):

• Plentex has issued 10,000,000 ordinary shares to ANI at a deemed unit price of A$0.10 cents.
• ANI has issued 6,172,800 shares in ANI to Plentex Philippines Inc. (PPI) at a deemed unit price of Php 18.
• ANI has advanced funds at various times since early 2020 to both Plentex and PPI totalling A$563,889.

 

Discussions between ANI and Plentex with a view to ANI completing its proposed investment in Plentex have recently terminated and as required by Clause 9 of the Payment Agreement of 1 March 2022:

• ANI must transfer back to Plentex or its nominee for zero consideration 4,361,110 of the 11,000,000 shares which it currently holds in Plentex, and
• PPI must transfer back to ANI (or its nominee(s)) for zero consideration the 6,172,800 ANI shares which it holds

 

During the period 2016 to the current time, Mike McMahon – Plentex’s Executive Director – Philippine Operations, has led significant Plentex funded renovation and construction activities commencing at the Company’s Guintarcan Island hatchery facility (refer Section 4 page 10 of this Information Memorandum).

 

More recently Plentex has directed considerable resources into redeveloping the weighbridge building on the land leased by the City of Tacloban to Plentex to serve as an administration office and in general site development.

 

Importantly, Mike has been responsible for managing, a significant community goodwill project for Plentex involving the engineering and construction of an indoor soccer court and ancillary facilities for London based, not for profit organization, Fundlife, in turn funded by the Generation Amazing Foundation of Doha, Qatar.  This substantial building (refer blue roofed building on the right hand side of the photograph on page 81 of this Section) has recently been completed.

 

Covid 19 shut downs severely hampered construction activities resulting in building material supply delays and increasing costs, and congratulations must be given to Mike McMahon and his team for delivering this project for the benefit of the local community.

 

Plentex is also currently taking steps to sell the land which it owns at Suhi, Tacloban, which was recently independently valued at A$3,500,000.

Plentex has 53,824,301 fully paid ordinary shares on issue.  Whilst Plentex has 3,644 Shareholders, the Top 20, currently control 65.05% of the shares on issue.