Exhibit
99.2
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ANS
Investments LLC
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1. |
ATO
Audit Documents.
Any documents which relate to the audit (the “ATO Audit”) conducted by the
ATO for the period 1997-2005 with respect to the Australian income
tax
returns of the Company, its wholly owned subsidiary MPAL, its wholly
owned
subsidiary Paroo Petroleum Pty. Ltd. (“Paroo”) and/or any other
subsidiaries of the Company (all such companies being referred to
herein
as the “Affiliated Companies”). Such records should include, without
limitations, copies of all correspondence, “positions papers" from the ATO
and responses thereto, Board of Directors' meeting minutes, tax advice
received from third parties, unconsolidated and consolidating returns
of
each involved Affiliated Company for each year being audited, details
of
all transactions between the Affiliated Companies giving rise to
the
deductions being questioned by the ATO and all related documents.
Additionally, we demand copies of all documents relating to the decision
of the Board of Directors to settle the ATO claim.
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2. |
Board
of Director Approvals.
Any documents which relate to the approval and/or authorization of
the
accounting practices or policies being challenged in the ATO Audit
and/or
the transactions or write-offs being questioned by the ATO Audit
by the
Board of Directors of the Company (the “Board”)
or any of its committees, including, without limitation, the minutes
of
the Board or its committees and the materials (e.g., presentations
by
financial advisors, consultants and outside legal counsel) provided
to
each in connection with such approval and/or
authorization.
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3. |
Current
Policies/On-going Transactions.
Any documents which relate to the Company’s continued use of the polices
or practices being challenged by the ATO Audit, including without
limitation copies of all documents relating to on-going transactions
among
the Affiliated Companies utilizing any policies or practices being
challenged by the ATO Audit and copies of any minutes of the Board
of
Directors or any of its committees authorizing any such transactions
or
the on-going use of any such challenged policy or
practice
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4. |
Other
Tax-Motivated Intercompany Transactions.
When I spoke with the Company CEO and CFO, Daniel Samela in October
2007,
he told me that the Company continued to enter into tax-motivated
financial transactions with its subsidiaries including intercompany
loans
between the Company and its wholly owned subsidiary Magellan Petroleum
Australia Limited (the "On-going Transactions"). He stated that the
purpose of entering into these affiliated party “loans” was to obtain
“very favorable tax benefits”. Given the disastrous results of the
previous tax schemes employed by current management, we question
their
continued use and management’s judgment in their continued use. We demand
copies of any documents which relate to the On-going Transactions
and the
approval of such transactions by the Board of Directors or
management.
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5. |
Stockholder
Records:
A
complete record or list of the Company’s stockholders, certified by the
Company or its transfer agent, showing the names and address of each
stockholder and the number of shares of stock registered in the name
of
each such stockholder, as of the date of this
Demand.
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6. |
Electronic
Record of Stockholders.
A
computer disk or other electronic medium list of the holders of the
Company’s stock as of the date of this Demand, showing the names,
addresses and numbers of shares held by such stockholders, such computer
processing data as is necessary for us to make use of such computer
disk
or other electronic medium, and a printout of such computer disk
or other
electronic medium for verification
purpose.
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7. |
Daily
Transfer Sheets.
All daily transfer sheets showing changes in the names, addresses
and
numbers of shares of the Company’s stockholders which are in or come into
the possession of the Company or its transfer agent, or which can
reasonably be obtained from brokers, dealers, banks, clearing agencies
or
voting trustees or their nominees, from the date of the stockholder
list
referred to above.
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8. |
Cede
& Co.
All information in which comes into the Company’s or its agents’
possession, or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees or their nominees, up
to and
including the date of the Company’s 2007 Annual Meeting, concerning the
names, addresses and numbers or shares held by the participating
brokers
and banks named in the individual nominee names of Cede & Co. (whether
in electronic form or list form), including any daily or weekly
participant list for the Depository Trust Company, or from other
similar
depositories or nominees, including any respondent bank lists or
omnibus
proxies, and a list or lists containing the name, address and number
of
shares attributable to any participant in any Company employee stock
ownership plan, stock purchase plan or comparable plan in which the
decision as to the voting of the shares held by such plan is made,
directly or indirectly, individually or collectively, by the participants
in the plan.
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9. |
Proxy
Tabulation Report. A
list from the Inspector of Elections showing the name of the Company’s
stockholders and how such stockholders voted on each of the items
voted on
at the Company’s 2007 Annual Meeting and a copy of the minutes of said
meeting.
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10. |
Beneficial
Owners.
All information in or which comes into the Company’s possession or
control, or which can reasonably be obtained from brokers, dealers,
banks,
clearing agencies, voting trustees or other nominees up to and including
the date of the Annual Meeting, relating to the names of the beneficial
owners of the Company’s stock pursuant to Rule 14(b)-1(b) or Rule 14b-2(b)
under the Securities Exchange Act of 1934, as amended, in the format
of a
printout in descending order balance. If such information is not
in the
Company’s possession, custody or control, such information should be
requested from Broadridge (formerly ADP Proxy
Services).
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11. |
Stop
List.
A
stop list or stop lists relating to any shares of stock of the Company
and
any additions or deletions from the date of the list referred to
in
paragraph (a) above.
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STATE OF NEW YORK | ) | |
) | ss.: | |
) | ||
COUNTY OF New York | ) |
(1) |
I
hereby certify that the foregoing a letter of demand for the inspection
of
certain designated Demand Materials (as defined in such foregoing
letter
of demand, such letter the “Demand
Letter”)
of the Company and that the statements made in such letter are true
and
correct.
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