Red Rock Resources Share Discussion Threads

[ciao4niao] 09/12/2013 23:52

Nothing more than an excuse for paying his daughter and Natasha another few thousand pounds.

[seagullsslimjim] 09/12/2013 22:32

az - i wonder why ;-)

[az209] 09/12/2013 21:03

Comments are disabled for this video.

[johndee] 09/12/2013 16:46

KDR went up 116% today. Was 0.5 pence just a few months ago, now 3 pence. Shows what good news can do.

[bam bam rubble] 09/12/2013 16:24

Scotch,
You're right the option must be over existing shares as the percentage stays the same if exercised;

At Feb 1st 2012, RRR owned 39,629,000 (33.02%)
and acquired an option over 5,923,237 ( 4.94%)
If exercised RRR would own 45,552,237 (37.96%)

Therefore there must be c.120,010,152 Kansai shares in issue

Kansai ended FY 2008 with 102,586,915 shares so must have had 3 issues since then;
1st issue 10,000,000 (H2 2009) Share issues on NEX are capped at 10m a year
2nd issue: 5,923,237 (Crom shares)
3rd issue: 2,130,000 (other)

[scotchoverice] 09/12/2013 08:58

and surely the point of accountability is to ask AB how he came to handover shareholder funds for assets of no apparent value...

[scotchoverice] 09/12/2013 00:46

Post 3734 does not in my view answer this at all sorry..

"On January 20, 2012, the Offeror acquired from a shareholder of the Issuer an option over 5,923,237 common shares in the Issuer at an aggregate purchase price of the greater of (i) US$0.05 per common share, and (ii) 85% of the amount of the valuation ofKansai's assets......The Offeror has entered into an option agreement with Thomas L. Crom ("Crom"), a shareholder and officer of the Issuer, which provides the Offeror with an option to acquire 5,923,237 common shares in the Issuer. The consideration for the option is the greater of (i) US$0.05, and (ii) 85% of the amount of the valuation of the Issuer's assets The option is exercisable for US$l, at any time in the next four years and is conditional upon the partial revocation of the existing cease trade order of the Issuer."


The acquisition of the option was "from a shareholder" and we know the shareholder was Tom Crom. Had it been a new issue, the transaction would have been with the company itself.

But it was not possible to be a new issue as KMC had been under a cease to trade order for years and were, I believe, prohibited from issuing new shares. Indeed, even the transfer of the 29m shares had required a partial suspension of the CTO to enable it to proceed. I believe this is on SEDAR - please correct me if I am wrong.

I thought the 10m shares had been purchased from the company for $100k - that is $0.01 / share - and one might expect the CFO to have participated in negotiating such an agreement.

[bam bam rubble] 08/12/2013 20:18

"Bell pays Crom a minimum of 5c a share when previously RRR had paid 1c a share.
What was the justification for the 5x premium?"

post 3734 answered this

Any issue of new shares on the TSX has a minimum issue price of 5c per share.

RRRs prior purchases were transfers of already issued shares so weren't limited to 5c.

[scotchoverice] 08/12/2013 15:51

where is RRR's cash? where do it go? where are Kansai's accounts?

[johndee] 08/12/2013 15:49

No point in all those reports as we know Kansai is worthless now.

[scotchoverice] 08/12/2013 11:01

Bam Bam I think you are wrong insofar as Kansai were and appear to remian legally bound by the rules of the TSX. Below is the SEDAR filing from Kansai from Feb 2012 detailing RRRs acquiring the option over Crom's stock. Kansai although delisted are still required to file regulatory notices of material activities.

There are several interesting comments here, beyond the fact that now delisted Bell pays Crom a minimum of 5c a share when previously RRR had paid 1c a share. What was the justification for the 5x premium?

First, the document states RRR's startpoint holding is 33.2% - we know from other documents it was 35.2%. This document is signed off by Andrew Bell. What has happened to the 2%? An does the reporting of RRRs shareholding at under 40% when it should be over 40% (remembering that Kansai, delisted and under a cease to trade order were and remain unable to issue new stock)? Who knows.

Second, Crom as CFO is duty bound to do his best efforts to get audited accounts in place. Well, if the CFO can't organise this who can? But it seems if he just shrugs and says I did my best bt failed..that too is ok. Odd.

But as I have said before. No one should take from this that I am alleging anything other than the absolute highest standards of truth, honesty, integrity is in place at all times and if you believe otherwise, you are wrong!


REPORT UNDER NATIONAL INSTRUMENT 62-103
EARLY WARNING REPORT
The following information is filed pursuant to the provisions listed above under the
applicable securities legislation:

1. The name and address of the offeror:
Red Rock Resources PLC
115 Eastbourne Mews
London, UK
W26LQ
(the "Offeror")

2. Name of reporting issuer:
Kansai Mining Corporation (the "Issuer")

3. The designation and number or principal amount of securities and the offeror's security holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the reporting obligation, and whether it was ownership or control that
was acquired in those circumstances.

On January 20, 2012, the Offeror acquired from a shareholder of the Issuer an option over 5,923,237 common shares in the Issuer at an aggregate purchase price of the greater of (i) US$0.05 per common share, and (ii) 85% of the amount of the valuation ofKansai's assets.

The option is exercisable for US$l. If the option is exercised, the common shares would represent in the aggregate approximately 4.94% of the Issuer's issued and outstanding capital

Prior to this transaction, the Offeror had owned and controlled 39,629,000 common shares in the Issuer, representing 33.02% of the Issuer's issued and outstanding share capital.

4. The designation and number or principal amount of securities and the offeror's security holding percentage in the class of securities immediately after the transaction or occurrence giving rise to the reporting obligation.
After giving effect to the transaction, the Offeror now owns and controls, or has the option to own and control, 45,552,237 common shares of the Issuer representing 37.96% of the total issued and outstanding common shares of the Issuer.

5. The designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in item 4 over which:
(i) The offeror, either alone or together with any joint actors, has ownership and control.
The Offeror has the option to acquire beneficial ownership of the securities referenced in paragraph 4 above.
(ii) The offeror, either alone or together with joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor.
Not applicable
(iii) The offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.
Not applicable

6. The name of the market in which the transaction or occurrence that gave rise to the reporting obligation took place.
Not applicable as the transaction was done by way of private agreement.

7. The value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the reporting obligation. The consideration paid by the Offeror for the option under the option agreement was the greater of (i) US$O.05 and (ii) 85% of the amount of the valuation of Kansai's assets.


8. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the reporting obligation, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer. The Offeror acquired the common shares for investment purposes. Depending on market and other conditions, the Offeror may, from time to time, increase or decrease its ownership, control or direction over the common shares or othersecurities of the Issuer.

9. The general nature and the material terms of any agreement other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the reporting obligation, including agreements with respect to the acquisition, holding, disposition or voting of any securities.

The Offeror has entered into an option agreement with Thomas L. Crom ("Crom"), a shareholder and officer of the Issuer, which provides the Offeror with an option to acquire 5,923,237 common shares in the Issuer. The
consideration for the option is the greater of (i) US$0.05, and (ii) 85% of the amount of the valuation of the Issuer's assets The option is exercisable for US$l, at any time in the next four years and is conditional upon the partial revocation of the existing cease trade order of the Issuer.

Other material terms of the option agreement include:
• Crom will use his best endeavours to assist the Issuer in carrying out an audit for the year ending September 30,2011;
• The Offeror will obtain a valuation ofMid-Migori Mining Ltd., asubsidiary of the Issuer;
• The Offeror will use its best efforts to obtain a valuation of the other assets and liabilities of the Issuer;
• Crom will use his best endeavours to assist the Offeror in its undertakings noted above and have Kansai to be relisted;

10. The names of any joint actors in connection with the disclosure required by Appendix E to National Instrument 62-103.
Regency Mines plc
115 Eastbourne Mews
London, UK
W26LQ

11. In the case of a transaction or occurrence that did not take place on a stockexchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the offeror.
See item 7.

12. If applicable, a description of any change in any material fact set out in a previous report by the entity under National Instrument 62-103 in respect of the reporting issuer's securities.
Not applicable

13. If applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance. The Offeror is relying upon the private agreement exemption under section 4.2(1) of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids.

DATED thislst day of February, 2012.
Red Rock Resources PLC
"Andrew Bell

[bam bam rubble] 07/12/2013 22:38

Mr Bell's woolly writing style is the cause of the confusion there; "The acquisition will increase Red Rock's interest to over 20% and so constitutes a control block under Canadian securities law."

What he meant was a potential control block if exercised. However those shares weren't transferred until Sept 2011 by which point it had been delisted off TSX-V and was no longer subject to its law


Delisted off TSX-V: May 8th 2011
hxxp://infoventure.tsx.com/TSXVenture/TSXVentureHttpController?GetPage=CompanySummary&PO_ID=1021530

Shares transferred: Sept 29 2011 hxxp://www.newswire.ca/en/story/894001/rab-special-situations-master-fund-limited-disposes-of-shares-in-kansai-mining-corporation

[scotchoverice] 07/12/2013 21:30

What is a control block in Canada?

Well according to hxxp://courses.csi.ca/faq/csc/index.php?paged=54
The Canadian Securities Course.....they define a control block as

What is a control block?
A Control block refers to a block or accumulation of shares that is deemed large enough to exert some kind of influence or control over a company's direction. The Toronto Stock Exchange defines a control block as ownership of 20% of the outstanding voting shares of a company.

So - a 20% holding in Canadian Law is deemed large enough to exert some kind of influence or control over a company's direction....hmmmm

So that seems clear enough. So if that is the case at 20% - what about 35.2%?

Dated: 3 December 2009
Red Rock Resources plc ("Red Rock" or the "Company") the mining exploration and development company focussed on advancing iron ore, manganese and uranium projects in Australia and East Africa, is pleased to announce that it has entered into an option to acquire an interest in a further 29,629,000 shares in Kansai Mining Corporation ("Kansai" and "Kansai Shares"), bringing the number of shares in which it is interested to 39,629,000, or 35.2 per cent of Kansai's issued capital, and making it Kansai's largest shareholder"

and continued...

The acquisition, in line with Red Rock's stated intention in its announcement of 30 November 2009 to enhance significantly its attributable interest in the Migori gold belt, will increase Red Rock's interest in Kansai to over 20 per cent., and so constitutes a control bloc under Canadian securities law.

So we know what a control block is...and Andrew Bell's confirms RRR has one!
So how does he claim in 2011 RRR has no control and why if he has no control does RRR take a further option over Tom Crom's (KMC's CFO) 45m shares in 2012?

All most odd.

Given everything here is above board and free from any suspicion, however remote, of the slightest possible naughtiness....and if you think otherwise, you are wrong....Can anyone explain this to me in words that make sense?

[seagullsslimjim] 07/12/2013 20:39

"The truth is out there"

[hernando2] 07/12/2013 20:23

I guess he didnt take hi to court, or he lost

[steve1905] 07/12/2013 19:29

Isn't that the guy bell took to court? What ever happened there?

[wriglet] 07/12/2013 18:59

Scot your style of writing is very like Gary Carp is he your brother?

regards

Wriglet

[scotchoverice] 07/12/2013 08:51

Bam bam..good additions..some i missed..but there are a couple you missed too..I will provide a full chronology soon

[scotchoverice] 07/12/2013 08:47

Calling Bruce Walsham

Shareholders wishing to speak to Bruce should contact him at Kansai's registered UK office (apparently...though it is also his home)
Carrswood
Fortescue Road
Salcombe
TQ8 8AP
[phone]

A Christmas card would be nice
Plus a request to determine whatever happened to the $500k and 12.5million Red Rock shares

[bam bam rubble] 06/12/2013 13:48

A potted history of RRR's Kansai investment

Feb 2009: Kansai suspended from trading for failure to file its 2008 accounts
May 2009: booted off TSX-V onto NEX (Non-Exchange market for inactive stocks)

Aug 2009: RRR agreed to pay $750,000 for initial 15% in Kansai's gold project
with further 45% by funding a BFS by Sep 2015 (Kansai retains 40% free-carry)

Nov 2009: RRR paid RAB Cap C$360,010 to buy its 29,629,000 untradable holding
unknown : Kansai issued free shares to director (NEX issues capped at 10m/yr)
RRR then paid the director C$100,000 to buy the 10,000,000 new issued shares

May 2011: de-listed off NEX

Q1 2012: Having covered Kansai's admin expenses for the last couple of years,
RRR received a pledge that it will get a batch of shares to offset that cost
(at the minimum price for TSX-V share issues), transferrable if it re-listed.
So RRR's bad debt became a theoretical indirect increase of project interest.

[johndee] 06/12/2013 13:40

I thought Kansai had gone bust. Maybe it has then.

[affemoose] 06/12/2013 08:44

And now Liberty have failed to post accounts - another Bruce Walsham special. I really do not understand how you can do business with someone like that. I believe that AB has made statements to effect that RRR PAID KANSAI money to get relisted and..................nothing. Someone has been taken for a ride here.