Encanto Potash Corp V.EPO.H

What is really going on and is current management looking

[mdjbrown]

into the 2022 Settlement Agreement, as the following timeline over the past decade makes no sense for shareholders of Encanto / MFN?


Oct 16, 2010     Encanto / MFN / MRL enter into JV agreement

https://www.otcmarkets.com/otcapi/company/financial-report/119514/content


Mar 20, 2014    Horgen Framework Agreement (FA) was entered into

• ENCANTO shall pay HORGEN a cash success fee of U.S. $5.5 million (fve mllon five hundred thousand United States dollars)
• (b) In addition to the cash success fee, ENCANTO shall issue fifteen (15) million shares of its common stock to HORGEN, subject to regulatory approval upon signing of the above Off-Take Contract.

https://www.otcmarkets.com/otcapi/company/financial-report/119516/content


Jan. 4, 2017    MOA Offtake Agreement with NACOF

            Encanto Potash Corp. has successfully completed the foundation for an
            evolutionary offtake agreement with the National Federation of Farmers' Procurement, 
            Processing and Retailing Cooperatives of India Ltd ("NACOF"). The terms of the offtake
            agreement are summarized in a memorandum of agreement (the "MOA") that provides
            for a minimum supply of 5 million tonnes per year for a minimum 20 year term, pending final
            negotiations related to the offtake agreement.


May 18, 2018    Encanto conducts a 1:10 share consolidation


Mar 2, 2022   Encanto Potash cancels deal with Horgen

"As it currently stands, the exchange has not accepted the FA for filing and, in an effort to resolve the exchange concerns, the parties to the FA agreed to termination of the FA and the settlement agreement has been implemented. The company has agreed to issue a 6 per cent promissory note in the amount of the accrued fees aggregating $10,276,550, in consideration for the due date of the note to be set as Sept. 1, 2023, as detailed in a settlement agreement dated Feb. 17, 2022. The settlement agreement is non-arm's length and has been approved by the majority of the independent board members."

"The debt itself has three components:

• The success fee cash component of $6,757,550 (converted from United States dollar);
• The success fee equity component of 15 million shares at seven cents carried at cash equivalent of $1.05-million;
• Management fees, to reflect that 67.5 per cent of Horgen is owned by directors and/or officers of the company, as to $2,469,000."

https://www.stockwatch.com/News/Item/Z-C!EPO-3215905/C/EPO


Sept 29, 2023    Encanto conducts a 1:5 share consolidation


Did the offtake ever become more than an non binding MOA?

The shareholders of Encanto on the hook for $5.5 million US for an off take agreement that may never transpire, 15 million common shares that somehow survived a 1:10 consolidation that all other EPO shareholders got hammered by, and $2.4 million in director fees for directors that were also on Encantos payroll during that time?

Secondly, the Exchange never approved the Framework Agreement, so how was it valid or legally enforceable ?

 

According to the public Mar 22, 2022 Management Information Circular,  

"Board of Directors:   The Board is currently composed of seven directors, Stavros Daskos, Aref Kanafani, Hamad Al-Wazzan, Retired Chief Reginald Bellerose, Joe Varner, Didier Drogba and Zulfiquar Ghadiyali.

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A “material relationship” is a relationship which could, in the view of the Company’s Board of Directors, be reasonably expected to interfere with the exercise of a director’s independent judgment. The independent members of the Board are: Hamad Al-Wazzan, Retired Chief Reginald Bellerose, Didier Drogba, Zulfiquar Ghadiyali and Joe Varner."

Horgen Holdings Inc disclosure in this 2022 MIC

"Stavros Daskos, Hamad Al-Wazzan and Aref Kanafani are principals of Horgen Holdings Inc. Pursuant to an agreement dated in 2012, a total of $1,200,000 was accrued but not paid to Horgen Holdings Inc, as follows: $600,000 from January – December 2020 and $600,000 from January – December 2021 an aggregate of $1,200,000. The agreement pursuant to which these amounts became due and owing was terminated effective February 17, 2022 and the amounts were included in a Promissory note that accrues 5% interest and is due September 1, 2023. See : “Interests of Certain Persons or Companies in Material Transactions.”