Haley's Poker Blog

No bad beats, but still a poker blog... hence the anguish.

Saturday, April 24, 2010

Just Conjecturin', Volume 10: Defaults and Dividends, Chorus #2

Second verse, same as the first? Several readers have pointed out to me two recent public documents regarding entities connected to the Ultimate Bet -- UB.com these days -- online cheating scandal. The new documents involve the second suspension of monthly payments made by UB/AP purchaser Blast-Off Limited, which is just another name for Joe Norton's Tokwiro Enterprises ERNG, to the original UB owners Excapsa/6356059 Canada, Inc. these days. There are already whispers of shenanigans involved with these latest happenings, so we'll keep a close eye on what happens next. The complete documents are available here and here, but what the heck, I'll type them out so they can be re-read, click-free:

Document 1:

XMT Liquidations Inc.
1155, boul René-Lévesque ouest, bureau 2010
Montréal, Québec H3B 2J8

To: Shareholders of 6356095 Canada Inc. (formerly Excapsa Software Inc.)

From: XMT Liquidations, Inc. (its Court-appointed liquidator)

As you know, Blast Off Limited ("Blast Off") is indebted to 6356095 Canada Inc. (formerly known as Excapsa Software Inc.) in virtue of two Promissory Notes, each dated June 30th, 2009, in the respective amounts of US$41,900,000.00 and US$64,469,257.00.

On November 30th, 2009, Blast Off failed to make an instalment
[sic] payment of US$500,000.00. In virtue of such default, the Liquidator, after consultation with the inspectors, and through its attorneys, sent a formal demand letter:

1) claiming payment of the sum of US$500,000.00;

2) advising Blast off that unlesss
[sic] said default and all and any subsequent defaults were cured with the ninety (90) day-period allowed under the Promissory Notes, the entire amount of both Promissory Notes would become due and payable, and;

3) further advising Blast Off that the Liquidator intended to exercise all of its recourses to recover the sume due under the Promissory Notes, including the Liquidator's rights under the Malta Pledge, the CL Escrow Agreement and the DN Security Agreement.

Under the Malta Pledge, the shares in Blast Off are pledged as security for the Notes. Such shares are issued by Blast Off under the laws of Malta. Accordingly, the Liquidator has engaged legal counsel in Malta with a view, if necessary, to eventually exercising the security held over the Blast Off shares.

The Liquidator is also considering exercising its rights and remedies under the CL Escrow Agreement (in virtue of which the non-US customer base was placed in escrow as collateral security for the Notes) and the DN Security Agreement (in virtue of which certain domain names were given as collateral security).

The Liquidator will continue to update shareholders as developments occur.

The 90-day cure period expires on March 11, 2010. Prior to such time, shareholders are requested to keep the contents hereof confidential and not to disclose Blast Off's default or discuss same with anybody but another shareholder, or the Liquidator.

Dated this 26th day of January, 2010,

XMT Liquidations, Inc.
Per: (signed)
Sheldon W. Krakower, C.A.


So much for the initial notice. That was sent out to shareholders and negotiations with Blast Off commenced, with the following update (Document 2) coming just a few days back:

XMT Liquidations Inc.
1155, boul René-Lévesque ouest, bureau 2010
Montréal, Québec H3B 2J8

To: Shareholders of 6356095 Canada Inc. (formerly Excapsa Software Inc.)

From: XMT Liquidations, Inc. (its Court-appointed liquidator)

In our last communication dated January 26, 2010 (copy attached), we advised you of the suspension of payments by Blast Off Limited ("Blast Off") under the first Promissory Note and the onset of a 90-day cure expiring on March 11, 2010. Negotiations followed and culminated in an arrangement whereby Blast Off will pay US$1,150,000.00 to the Liquidator by monthly installments ending on May 31, 2010, of which U$450,000.00 has been received, plus an additional US$100,000.00 for costs due on June 15, 2010. The Liquidator has informed Blast Off that acceptance of any payments is not to be taken as a tacit forbearance, nor an acceptance, renunciation or waiver of any conditions, rights or obligations. Assuming that these payments are made on time and no other defaults occur under the Promissory Notes, the Liquidator does not intend to pursue any of its rights and remedies prior to June 1, 2010.

The US$1,150,000.00, together with the US$250,000.00 paid by Blast Off earlier this year, will cover the November and December 2009 monthly installments plus $400,000.00 on account of the January 2010 installment. This will leave arrears of $2,100,000.00 owing as of May 31, 2010 (i.e. $100,000.00 for January 2010 and $2,000,000.00 for February through May 2010). There is no agreement in place with Blast Off relating to payment of this sum and, failing an agreement, the Luquidator shall be entitled to exercise its rights and remedies under the Porimissory Notes and related security. The Liquidator anticipates further discussions with Blast Off and will continue to update shareholders as matters progress.

The Liquidator recently received a clearance certificate from Canada Revenue Agency authorizing a further distribution of up to $US10,000,000.00 to shareholders. The Liquidator hopes to make a distribution within the next 90 days, but will make this decision based upon the level of payments received and committed from Blast Off up to and following May 31, 2010.

Dates this 12th day of April, 2010,

XMT Liquidations, Inc.
Per: (signed)
Sheldon W. Krakower, C.A.

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