beware sale vic

Fellow Shareholders
I thank hagar1 for his most intelligent and informative posting of 01/10/10 which should be a real eye opener for all shareholders. Compare what has been written in the Explanatory Memorandum about Corsair Capital to the information provided by hagar1. I quote from page 4 of the memorandum The Purchaser has advised Admiralty that it is part of an international investment group specializing in opportunities in the resource sector globally (further information about the Purchaser and the Guarantor is provided in paragraph 10). Page 10 states Admiralty has been advised by the Purchaser that it and Guarantor are each privately owned investment companies seeking to acquire assets globally for investment and subsequent development. The Purchaser has been established by the Guarantor specifically for this transaction and is a single use vehicle. Admiralty has further been advised that the Guarantor owns a range of assets across industries and jurisdictions, is fully audited and has substantial experience in investment and subsequent development of assets particularly resource focused assets. Accordingly, the Directors have taken into account the experience and commitment of the Purchaser and the Guarantor to complete the Transaction and comply with the ongoing obligations under the Agreement.
There is a significant contradiction between what has been stated in the Explanatory Memorandum and the information contained in hagar1s posting of 01/10/10. This contradiction may be attributable to one or both of three factors.The first,that Admiralty did no due diligence on the assets of Icarus and Corsair and just accepted their words at face value V see Explanatory Memorandum highlighted words above. The second is that proper due diligence into Icarus and Corsair was not properly done before signing the deal with Icarus and that Icarus and Corsair may have misrepresented Icarus and Corsairs assets. Whatever the case may be, under the deal with Icarus and Corsair the interests of the shareholders may not have been properly protected before signing the deal with Icarus.
Some shareholders have raised concern that the deal with Icarus could be a repeat of what occurred with Charge Resources and Rincon Lithium in which Charge Resources at the end of the day did not have the financial resources to complete the transaction. These are valid concerns but the deal with Icarus could be far worse for the shareholders. Consider the following:
X Be as it may, Vallenar Iron is currently ADYs most valuable asset. The deal with Icarus and Corsair puts the northern mineral properties and the port concession under the ownership of Icarus. The northern mineral properties and the port concession most probably represent at least 60% to 70% of the total value of Vallenar Irons assets.

X Icarus is a British Virgin Islands company that has been set up specifically to do the deal with ADY, therefore it may not have any assets of its own. Corsair is a Hong Kong company who according to hagar1s research and posting has no assets, a single shareholder, with a single shareholding and with capital resources of 10,000 Hong Kong dollars. Both of these companies are essentially off shore shell companies domiciled in off shore tax havens under foreign jurisdictions in which Australian regulatory authorities have no control. ADY has not provided the shareholders with the information as to who are the shareholders, directors or mangers of either Icarus or Corsair. The question comes to mind of why is Icarus whom it is assumed desires shareholders approval for the agreement with ADY refusing to divulge such basic but essential information such as who are the shareholders, directors, managers of Icarus and what are Icarus financial and physical assets?

X If Icarus needs a guarantor; this can be interpreted as meaning that Icarus does not have the assets or financial resources by which to do the deal alone with ADY. It is now known that Corsair who is Icarus guarantor may not have the assets or the capability to act as Icarus guarantor in the deal with ADY, therefore, a deal may have been signed by ADY with two parties neither of which has the assets or the demonstrated capability to fulfill their obligations under the deal.

X As in the case with the sale of Rincon Lithium to Charge Resources NL, the name of Phil Thomas arises again. It is now known that Phil Thomas has been working for or with Campbell Olsen, Managing Director of Polarity Capital Ltd and it is not known whether or not and in what capacity he may still be working for or with Olsen. The question arises as to whether ADY had any knowledge of Phil Thomas relationship and involvement with Olsen and Icarus when the deal was being negotiated with Icarus and Corsair or before the deal with Icarus was signed?

X If the deal with Icarus receives shareholder approval, ADY will have essentially sold 100% of Vallenar Iron plus the northern properties and the port concession to a shell company in the British Virgin Islands in which the identity of the shareholders, directors and managers and assets of Icarus are unknown. This sets the stage for a possible resale of Vallenar Iron which would include the Northern properties and the port concession by Icarus to another party and under this scenario there would be no financial gain for ADY or the shareholders. This can happen in a blink of an eye and there is nothing that ASIC could do to stop it. Nowhere in the Explanatory Memorandum does it state that Icarus cannot resell Vallenar Iron Company and its assets to another party and nowhere in the Explanatory Memorandum does it state that ADY will receive a financial reward if Icarus decides to resell Vallenar Iron to another party.

X The deal with Icarus is based upon ADY receiving cash payments and royalties. With no assets or mining expertise or experience there is no way that Icarus or Corsair can guarantee payment to ADY of the cash payments and much less the royalties. The guarantee that is being provided to Icarus to ensure that Icarus meets its obligations under the deal is being provided by a Hong Kong domiciled shell company that has no financial resources or assets of its own by which it can provide such a guarantee. What good is a bogus guarantee from a bogus company?

X By Campbell Olsens own admission according to hagar1s posting, Olsen has no experience in mineral exploration, mine development, mine construction and in the management of mining companies and research into the background of Anthony Walker reveals the same. Never the less, Campbell Olsen is destined to become the new CEO of Vallenar Iron. Icarus may have zero experience as a mining company and may have no mining assets, Corsair is not a mining company and has no mining assets, however, Vallenar Iron is a mining company with mineral assts in Chile. Neither Olsen nor Walker has any experience managing any type of companies in Chile. Phil Thomas was one of the parties responsible for getting ADY involved in mining Vallenar Irons Japonesa property which resulted in a tremendous financial loss to ADY and this operation had to be shut down or it would have bled ADY to death. There is nothing to suggest that any of these individuals have the proven expertise or experience to successfully manage a mining company that has mineral assets in Chile.

X The fact that Icarus and Corsair may be off shore shell companies domiciled in foreign tax free havens and that neither Icarus nor Corsair may have the assets nor the capabilities to fulfill their obligations under the deal with ADY is highly likely to become public knowledge and when this happens, it will most certainly not have a positive impact of ADYs share price. ADYs shareholders will come out on the losing end.
Research on Anthony Walker confirms that he is a director of the Wingate Group. His contact information at Wingate is: [email protected] , his office phone number is: 9913 0700 and his mobile phone number is: 0438 808 661. Wingates office address in Melbourne is: Level 9, 333 Collins Street.
ADY belongs to its shareholders and it is the responsibility of ADY to ensure that its shareholders know all of the facts relating to Icarus and Corsair prior to recommending that the shareholders approve a deal that ADY has signed with Icarus and Corsair. This is called transparency and fair play. If is has not been the case, there is no way that ADYS shareholders can make an informed decision as whether or not to approve the deal with Icarus and Corsair. It is also the responsibility of the shareholders to exercise their own efforts to protect their investment in ADY and one way to do this is to ensure that ADYs board is fully accountable to its shareholders. It can be no other way. We shareholders must show once and for all that we are not a bunch of witless sheep that can be herded to the slaughter house and butchered at will. We have cried and whined and moaned long enough and it gotten us nowhere.
It is our responsibility to ourselves as shareholders to demand that ADY provide us with the correct and complete information on both Icarus and Corsair by which we can make an informed decision as to whether or not to approve the deal with Icarus and Corsair.