I am not sure whether the uploaded files appeared on the previous post. Please see latest letter from Satimola to ASX:
18 February 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: KPC Kazakhstan Potash Corp. LTD
Further to correspondence of 10th and 17th February between you and KPC and which I have downloaded from the ASX website, I would like to bring to your attention what I believe to be significant breaches of the ASX Listing Rules.
On December 31, 2014 Kazakhstan Potash Corporation Limited (ASX:KPC) announced extension of the completion date of the Sale and Purchase Agreement (SPA) to acquire 100% of Satimola Limited until June 30, 2015. KPC requested this extension to the SPA because of their failure to raise the funds to complete the SPA by the deadline of December 31, 2014. Furthermore, this is the second time KPC have failed to raise the funds as they failed to do so under the terms of a previous SPA, which expired on November 14, 2013.
This announcement of December 31, 2014 however omitted specific conditions precedent and subsequent to such extension:
The extension becomes effective only if by 06 January 2015 Satimola Limited has received into its Isle of Man bank account additional working capital in the amount of US$1.5 million under terms and conditions similar to those applying under the terms of the SPA and associated agreements.
KPC will either pay out the Sprint Note (US$5 million) as agreed in the SPA or reach other satisfactory arrangements with Sprint Capital.
As per the condition subsequent the extension of completion until 30 June 2015 remains in effect unless KPC should fail to provide further working capital in the amount of US$200,000 in each of April, May and June of 2015.
KPCL did not comply with points 1 and 2 above. Instead, on the 22nd of January 2015 a loan agreement was signed with KPC’s Kazakh subsidiary Batys Kali to provide the loan facility per points 1 and 2 above. The deadline for provision of US$1,500,000 under this agreement was February 04, 2015. The market was not informed of this.
As of the date of this letter none of the aforesaid conditions has been met and therefore the extension of the Completion Date of the Sale and Purchase Agreement to acquire 100% of Satimola Limited until June 30, 2015 has not become effective and the SPA is of no effect. The market has not been informed of this.
Additionally, KPC failed to meet working capital commitments and loan repayment commitments under the terms of both the now lapsed SPA's and previous Loan Agreements. The Market was never informed of any of these failures. These repeated funding failures on the part of KPCL bring into question KPCL's ability not only to purchase Satimola but most certainly it raises serious doubts as to their ability to fund and manage a serious large resource development like Satimola. Furthermore, It raises valid and serious questions that should be dealt with under listing rule 12.2 as per your letter to KPC of 10th February.
Once again, the Directors and officers of KPC have failed to comply with the “Continuous Disclosure” (Listing Rule 3.1) provisions of the ASX listing rules. As set out above, I believe that KPC has failed many times to adequately inform the market (as requited by Rule 3.1) about their dealings with Satimola Limited.
Satimola Limited, of course, reserves its right to pursue the directors of KPC both collectively and Individually for damages resulting from the repeated failure of KPC to meet contractual commitments. Meanwhile, given KPC is a shell without financial substance, we are actively seeking alternative funding for our projects.
____________________
Gordon Toll
Executive Chairman
Satimola Limited
KPC Price at posting:
18.0¢ Sentiment: Hold Disclosure: Held
