VADUZ, Liechtenstein, June 17, 2010 /PRNewswire/ -- L-attorney acting for a substantial shareholder group of the oil and gas investment Firm Petrocapital Resources PLC, has filed an exhaustive complaint with the F.S.A. in the UK today. The complaint is primarily directed against Petrocapital's former and current directors alleging potential misuse of company (investor) funds, breach of duty and dissemination of misleading and factually incorrect statements and information to the public.

What finally triggered the exhaustive complaint are opaque and highly questionable terms and conditions of a loan note arrangement with one of the Company's directors, which, as per a Memo sent by the Company's current Chairman Tom Kristensen to a Company shareholder, would drain the Company of a colossal GBP 1.45 Million of precious investor funds which were committed as a loan by its founding shareholder in 2009 under strict investment guidelines and according to the Company's investment strategy to be allocated exclusively to natural resources projects.

Petrocapital Resources PLC, which has no revenues, has received in excess of Euros 7 Million in shareholder loans to be committed towards revenue producing resources (mainly oil and gas) projects in North America. To date the Company, as per its announcements, has invested only a small fraction of these funds (app Euros 1.4 Million) in a United States oil project, without any due diligence. Investor anguish and frustration about the use of Company capital to continue funding a very costly personal claim against a former director through the Company's solicitors. A claim, that has no apparent value to the Company. Shareholders have grown extremely concerned, that under these circumstances, numerous written and verbal demands for clarification and substantiation of the terms and conditions of the alleged loan notes from Petrocapital's new management, a reply has yet to be received.

Kristensen in a recent Memo sent to one of the Company shareholders, further suggests that the Company, as per the undisclosed terms and conditions of this note, would be inclined, in order to avoid 'costly law suits with noteholders', to settle the outstanding loan notes at a discount, which would however result in a very substantial and completely unjustfifable pay-out of GBP 1.45 Million to existing loan noteholders, presumably Armstrong and Mendoza without any recorded consideration. This would further dangerously deplete the already rapidly dwindling cash reserves of Petrocapital, which are otherwise largely being spent on several international ongoing legal actions of little or no shareholder value or interest and are the focus of substantial shareholder and investor concern.

A payment of this magnitude out of investor funds is clearly against the interests of shareholders and investors, who have committed their funds to be allocated specifically in lucrative oil and gas projects in North America and not to be used to pay out current and former company directors on loan notes for no adequate consideration rendered, in blatant disregard of shareholder interests.

Furthermore the funds have been provided to Petrocapital as a shareholder loan and are to be invested according to the original Company investment strategy. Such a pay-out would certainly constitute a flagrant misuse of investor funds.

After so far the Company has spent hundreds of thousands of Pounds in legal fees, a seven figure 'free ride' for the directors in question would leave investors with less than half of their original cash investment in place.

The purpose of the regulatory complaints is to request an independent investigation into the practices of the former and the current board of the company to assure that shareholder funds are preserved.

The emergence of further disturbing news concerning past business dealings and involvements of PCR's former chairman Manoli Olympitis has greatly added to the urgency of shareholder action. This information, recently brought to light and confirmed through an independent and reputable channel, greatly added to smoldering investors' anxiety over possible past improper management practices and Board misconduct of Petrocapital's former Board of Directors.

The shareholders' lingering concerns about Olympitis' past conduct and true intentions, particularly in view of his sudden and unexpected resignation as Chairman and CEO of Petrocapital literally one day the UK Takeover Panel announced that his alleged Rule 9 Takeover Code breach by certain shareholders back in September 2009, which had paralized the company and led to millions of pounds in market capital loss, was clearly dismissed as unsubstantiated, more than 8 months later in an official Company announcement.

This event allowed the former directors to seize control of the company in September 2009 and signing power over GBP 5 million remaining in investor funds which were destined for lucrative oil investments by its ousted founder.

As per the Company's announcement, the Company's burn-rate has almost tripled from app GBP 300.000 p.a. to over GBP 800.000 p.a during Olympitis' exercise of control over the Company, largely due to legal fees in connection with the initiated Takeover Panel complaint and subsequent defence actions vis-a-vis shareholders and, more recently, a full-blown legal battle with a former director of the company in a personal matter of Olympitis'. The company is still suspended from the market on the request of the directors although the directors announced that the share will be listed immediately again.

Contact: l-attorney Pflugstrase 22, 9490 Vaduz E-Mail: info@l-attorney.com Hermann Ludescher, Tel: +423-232-11-40 (Vaduz) E-Mail: hermann.ludescher@l-attorney.com

SOURCE: l-attorney

CONTACT: Contact: l-attorney, Pflugstrase 22, 9490 Vaduz, E-Mail:info@l-attorney.com; Hermann Ludescher, Tel: +423-232-11-40 (Vaduz),E-Mail: hermann.ludescher@l-attorney.com