This is also downloadable at www.satimola.com
9 March 2015
Mr. Kobe Li
Senior Adviser Listings Compliance (Melbourne) ASX Corporation Pty Ltd
Level 4 Rialto North Tower, 525 Collins Street
Melbourne VIC 3000
AUSTRALIA
Re: ASX: KPC Kazakhstan Potash Corp. Ltd
Further to our letter of 18 February 2015 in which we refer to possible breaches of the ASX Listing rules by the above mentioned company, we would like to bring your attention the announcement made by Kazakhstan Potash Corp (KPC), dated 6 March 2015 and posted on the ASX website on 9 March 2015 entitled, "Market Update- Satimola Loans".
This announcement refers to details of a loan agreement between Satbor LLP, the Satimola local Kazakh subsidiary and sub-soil rights holder and Batys Kali, the KPC subsidiary in Kazakhstan dated 22 January 2015 as well as the repayment of debt to ARDIL. I believe the details as set out in the announcement are materially incorrect and misleading for both current shareholders and anyone considering buying KPC shares.
The obvious purpose of this KPC announcement is to imply that the Sale & Purchase agreement between Satimola Ltd and KPC regarding the acquisition of Satimola is in full force and effect. It is not. We are actually in substantive discussion with other investors and potential buyers. I can confirm that KPC is in breach of all agreements it ever had with Satimola and that the SPA between Satimola and KPC is no longer in effect. I believe this information is price sensitive because the Satimola Potash Deposit is vastly superior in all respects to the two small deposits currently held by KPC-Batys Kali.
The KPC announcement of 6 March 2015 is substantially contrary to the facts.
An investor relying on this KPC announcement could conclude that "it is business as usual" between KPC and Satimola and that the Acquisition of Satimola by KPC is proceeding. This is not the case.
For your reference I will send by separate e-mail the letter agreements entered into between KPC and Satimola in December of 2014 and the Batys Kali Loan Agreement plus internal e-mail correspondence: in brief:
KPC was supposed to contribute US$1.5 million before January 6, 2015 to keep the SPA between Satimola and KPC in effect. At the specific request of KPC, Satimola subsequently accepted this funding would be provided under the terms of a loan agreement with KPC's Kazakh subsidiary, Batys Kali and funds were to be provided no later than by February 4th. Specific Heads of the Agreement were as below:
- The Loan agreement called for the transfer of US$1.5 million 10 business days after signing the agreement;
- The Loan agreement was signed on 22 January 2015. This means that the transfer of the full amount of US$ 1.5 million should have been completed by February 4 2015;
- In addition, the Loan agreement called for further transfers of US$200,000 payable in April, May and June 2015. Yours faithfully,
Gordon Toll
Executive Chairman
This is also downloadable at www.satimola.com 9 March 2015 Mr....
Add to My Watchlist
What is My Watchlist?