ADY admiralty resources nl.

Fellow Shareholders: The AGM is a mere ten days away and the...

  1. 29 Posts.
    Fellow Shareholders:

    The AGM is a mere ten days away and the revelations during the past couple of days of the receipt and the rejection by Adys directors of a proposal from the Hebei Wenfeng Iron & Steel Group that is 50% superior in terms of guaranteed cash payments and royalty payments to Ady than the agreement that Ady?s directors signed with Icarus Derivatives Ltd and Corsair Capital Ltd brings into serious doubt the desire and/or ability of Ady?s directors to manage Ady in accordance with the best interests of Ady and Ady?s shareholders. Certainty rejecting a proposal that is 50% superior in terms of guaranteed cash payments and royalty payments to Ady that was submitted by an organization such as the Hebei Wenfeng Iron & Steel who in itself is a world class, very successful transparent company that clearly has the demonstrable financial resources, the assets base and expertise and experience in the mining and metals industries plus demonstrable business experience in Chile in favor of a proposal received by an obscure British Virgin Islands domiciled company; Icarus Derivatives Ltd and Corsair Capital Ltd an equally obscure Hong Kong domiciled company; both of which have dubious financial resources, a dubious asset base, no demonstrable experience in the mining or metals industries and no demonsratable business experience was a tremendous disservice to both Ady and Ady?s shareholders.

    Vallenar Iron is Ady?s most important asset and it was a fundamental responsibility of Ady?s directors that if they saw fit to sell Vallenar Iron they take the required steps to assure that they are selling the company to an entity that has the demonstrable financial resources, asset base, expertise in the mining and metals industries and Chilean business experience by which Ady?s shareholders can have a reasonable expectation that the purchaser can and will develop and operate profitable state of the art integrated iron mining and port project. I do not profess to be an expert in the mining or metals industries but common sense dictates that having the required financial resources, required asset base and the required expertise and experience in the mining and metals industries and having Chilean business expertise are essential elements in assuring the successful development of a profitable integrated iron mining and port project especially in light of the fact that the long term benefits to Ady is based upon receiving royalty payments from such a business venture. Did Ady?s directors apply these common sense criteria to their decision to sign an agreement with Icarus and Corsair? Most certainly not! I have numerous mates who work in the mining and metals industries and banks both in Australia and abroad and no one has even heard of Icarus or Corsair in contrast to the Hebei Wenfeng Iron & Steel Group which is a well known name in the international banking community and in the mining and metals industries. In discussions with the General Manager of Hebei Wenfeng Iron & Steel Groups Chilean subsidiary Minera San Fierro Ltd, it was revealed that the Hebei Wenfeng Iron & Steel Group operates its own steel refineries as well as being in partnership with the Chinese state in other refineries, hence, Hebei Wenfeng Iron & Steel Company has a very significant demand for iron ore products. Why then did Ady?s directors decide to sell its 100% holding in Vallenar Iron Company to Icarus and Corsair when they could have sold the same to Hebei Wenfeng Iron & Steel Group under a proposal that was 50% superior in terms of both guaranteed cash payments and royalty payments to Ady? Considering the merits of the Icarus-Corsair and Hebei Wenfeng proposals; was it acceptable behavior by Ady?s directors in rejecting the Hebei Wenfeng Iron Group proposal and continuing to portray to Ady?s shareholders that the agreement Ady?s directors signed with Icarus-Corsair was the only proposal received by Ady that merited consideration and to continue to seek shareholder approval for the Icarus-Derivatives agreement while all the time willfully keeping Adys shareholders in the dark on the fact that Ady had in fact received and rejected a proposal from the Hebei Wenfeng Iron & Steel Group that was 50% superior in terms of guaranteed cash payments and royalty payments to Ady. I think not! If Ady?s directors received two proposals and regards of the fact that they on the date they had already signed an agreement with Icarus-Corsair and Hebei Wenfeng & Iron and Steel Group?s proposal was superior to the agreement signed with Icarus- Corsair, in accordance with acceptable professional behavior and acceptable business ethics; IMHO it was the obligation of Ady?s directors to inform Ady?s shareholders of the receipt of the Hebei Wenfeng Iron & Steel Proposal, postpone the date of the EGM thus giving Ady?s shareholders time to evaluate both proposals and be doing so permit Ady?s shareholders to vote to accept the superior proposal. The mere fact that Ady?s directors elected not to inform Ady?s shareholders of the Hebei Wenfeng Iron & Steel Group?s proposal before the EGM denied Ady?s shareholders of having this benefit. Is this acceptable behavior by Ady?s directors? I think not. Having two proposals Ady?s directors had at the very least the responsibility and obligation to create the scenario in which the Icarus-Corsair and Hebei Wenfeng Iron & Steel Groups proposals competed against each other thus securing the possibility of obtaining the highest possible bid rather than simply encouraging Ady?s shareholders to approve the agreement Ady?s directors had signed with Icarus-Corsair. IMHO, rather than creating the best possible scenario for the sale for Vallenar Iron to the party that presented the superior proposal which would

    In the ?Explanatory Memorandum? on page 4 that accompanied The Notice of The EGM it is stated ?The Purchaser has advised Admiralty that it is part of an international investment group specializing in opportunities in the resource sector globally? and on page 10 of the same document it states? Admiralty has been advised by the purchaser it and the 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 for this transaction as a single-use vehicle. Admiralty has been further advised that the Guarantor owns a range of assets across and jurisdictions, is fully audited and has substantial experience in investment and subsequent development of assets particularly resource focused assets?. A pretty tall story considering that no one in the minerals or metals industries professes to have even heard of Icarus or Corsair and the hagar1 investigation into Corsair revealed that Corsair was indeed a Hong Kong domiciled company with a single shareholder, no demonsratable financial operations for the past years and a net worth of 10,000 Hong Kong Dollars!! What happened here? Did Adys directors merely content to take Icarus and Corsairs word or did Ady?s directors fail to execute their own proper due diligence into Icarus and Corsair before signing the agreement with Icarus? What ever the case the truth about Icarus and Corsair may be far different than the information that was provided to Ady?s shareholders before the EGM in the ?Explanatory Memorandum? which was one of the tools employed by Ady?s directors to encourage Ady?s shareholders to approve the agreement Ady?s directors signed with Icarus-Corsair. Do Adys shareholders know today for sure who are owners or shareholders of Icarus-Corsair, what are true financial resources or assets of Icarus-Corsair and what true demonsratable experience does Icarus-Corsair in developing and profitably operating integrated mining all of which supposedly formed the basis for Ady?s directors to recommend to Ady?s shareholders that we approve the agreement signed with Icarus-Corsair? The only persons that Ady?s shareholders know for certain are associated with Icarus-Corsair are Campbell Olsen, Anthony Walker and of course Phil Thomas. The question comes to mind as to whether Farkus may also be involved in some manner shape or form? Ady?s directors will not provide Adys shareholders will the full details (much less a copy) of the agreement that Adys directors have signed with Icarus-Corsair. What is the reason for this? Why are the details of the agreement being kept so secret? Without such knowledge, how can Adys shareholders be confident that the agreement contains adequate protection for the mineral concessions and port concessions that Ady sold to Icarus-Corsair in the event that these assets are lost by Vallenar Iron under Icarus control and management? Adys shareholders must remember that Icarus can return the mineral concessions to Ady at their choosing, however, it is not known if Ady will receive just compensation if the mineral concessions are lost by Vallenar Iron while under the ownership and management of Icarus. Likewise Adys shareholders do not know if Ady will receive just compensation if the port concession is lost by Vallenar Iron while under the ownership and management of Icarus. Adys shareholders do not even know if Icarus-Corsair has an obligation to return the port concession to Ady if Icarus-Corsair fails to develop an integrated mining and port project. Adys shareholders do not know if in the agreement with Icarus-Corsair Ady?s directors placed any restrictions on Icarus-Corsair selling the assets it has purchased from Ady to a third party. If no such restricts exist and the shareholding of Vallenar Iron is registered in Icarus which is as a British Virgin Islands company; Icarus can at any it so desires and under the conditions it so desires sell Vallenar Iron to any party of its choosing and Ady will not see a penny from this sale!!

    IMHO, rather than creating the best possible scenario for the sale for Vallenar Iron to the party that presented the superior proposal which would been in the best interests of both Ady and Ady?s shareholders; a scenario was created which paved the way for Icarus Derivatives Ltd and Corsair Capital Ltd to purchase Vallenar Iron Company on a non-competitive basis in which a proposal was received prior to the EGM on behalf of Hebei Wenfeng Iron & Steel Group which was 50% superior in terms of guaranteed cash payments and royalty payments to Ady was not only rejected by S. Prior but s. Prior also elected not inform Ady?s shareholders of the existence of this proposal before the date of the EGM. After having learned of the Hebei Wenfeng Iron & Steel Group?s proposal and done the research on Hebei Wenfeng Iron & Steel Group?s financial resources, assets, expertise and experience in the mining and metals industries and its business activities in Chile (which include developing a integrated iron mine and port project) I cannot find a objective single basis upon which to justify S. Priors statement to an Ady shareholder (s) to the effect that Ady did receive another proposal (from an undisclosed) party but that said proposal was rejected on the basis that Ady?s board concluded that said party did not have the capability of honoring and completing their proposal with Ady. S. Prior IMHO was the champion of and the driving force behind signing the agreement with Icarus-Corsair (which was done without the approval of Ady?s shareholders) and consequently denied Ady and Ady?s shareholders the opportunity to establish a long term commercial relationship with a world class mining and metals corporation which could have done wonders for Ady?s future and instead tied Ady?s future to an obscure British Virgin Islands company backed by an equally obscure Hong Kong company both of which have dubious (to say the least!) financial resources, dubious assets, no demonsratable mining or metals industry experience, no Chilean business experience and under an equally obscure agreement. Ady is not S. Priors private fiefdom to with as he so pleases. Ady is a public company that belongs to all of its shareholders each of whom have shareholders rights. S. Prior receives his fees as Ady?s executive director, he receives income from the accounting services he provides to Ady on a contractual basis, he receives income from the office he rents to Ady and one of the employees of his accounting firm (with no previous board experience) has been appointed to the role of corporate secretary. He treats the shareholders with distain, disrespect and indifference and thinks he can do exactly as he pleases and will never be held accountable to anyone. The very least that Ady?s shareholders should be able to expect from him is that in the role of executive director he acts not in the best interests of himself and his mates but rather in the best interests of Ady and each and everyone of Ady?s shareholders. We shareholders must now put our foot down if we want to protect our investment in Ady and want to see the company prosper and we start this process by getting rid of S. Prior. The reign of the troika of Harper, Prior and Perry must come to an end if Ady is to have any future and if Ady?s shareholders are to have a chance to see their investment in Ady grow.

    The question has been asked if John Anderson got the boot because he opposed doing business with Campbell Olsen and Phil Thomas? This question merits an honest answer as does the question of whether the three former Vallenar Iron managers Michael Clark, Estevan Torres and Ricardo Gonsales were also given the boot or left Vallenar Iron on their own accord because they opposed the agreement with Icarus-Corsair.

    IMHO, we shareholders can no longer afford to maintain nor should we permit a person to remain as executive director who has treated the shareholders with less than total frankness and transparency. To do so; would not only maintain but also promote the status quo within Adys board This would mean giving a green light to Adys directors to do whatever they want, whenever they want with our company. It is us shareholders who hold the real power in Ady and it is up to us to show Adys board that we have the will, intelligence and backbone to exercise our shareholders rights and lets use these rights at the AGM to clean up the sorry excuse Ady has for a board of directors.

    Its time to get rid of S. Prior and his mates once and for all! His vanity, ego and self-interest will not permit him to take the honorable path out and resign voluntarily; therefore, Adys shareholders are compelled to do the task for him. The opportunity to do so is at the upcoming AGM. Instead of just complaining and moaning; lets take the required action and vote against S. Priors re-election as the executive director of Ady and in doing so give Adys shareholders the opportunity of approving someone in the role of executive director we know will work consciously in the best interests of Ady and Adys shareholders.

 
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