Organic Potash Corp C.OPC

Alternate Symbol(s): OPCGF

Organic Potash Corporation is a Canada-based company, which is engaged in the development of production of potassium carbonate produced from agricultural waste, namely cocoa husks in West Africa. The Company produces food grade potassium carbonate from organic waste materials using patented production technology. It has its production facility in Takoradi-Sekondi, Ghana and Ivory Coast. The Company's potassium carbonate is used in multiple industries, including food, manufacturing (potassium carbonate is found in numerous consumer and industrial products), and pharmaceuticals. The Company’s subsidiary is GC Purchasing Ltd.

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Organic Potash Corp

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Comment by Giverbulletson Jul 23, 2011 5:31pm

283 Views

Post# 18865432

RE: RE: email response

Great work guys!!!

I think that this is also a key paragraph fron the original debt/equity swap support agreement posted on SEDAR last week;

(c) Notwithstanding Sections 9(a) and (b), the Company shall not be prevented from

receiving any proposal for a refinancing, recapitalization or other extraordinary

transaction from a third party and negotiating such proposal with a third party if

the Board, on advice of its financial and legal advisors, determines that such

proposal would reasonably be expected to result in a transaction more favourable

to the Company and its stakeholders and no less favourable for the Noteholders

than the Recapitalization (including, without limitation, full payment in cash by

the Company of the aggregate amount of Debt in respect of the Notes) (a

"Superior Proposal"). In the event the Company receives any proposal from a

third party that the Board believes may constitute a Superior Proposal, it will

promptly notify the Noteholder Support Group of the terms thereof, including the

identity of the proposing party(ies). In the event that the Board, after consultation

with its financial and legal advisors, determines in good faith that it can no longer

support or recommend the Recapitalization, the Company shall promptly (in any

event no later than one (1) business day following such determination) so inform

the Noteholder Support Group (including as to the terms of any such proposal that

the Board has determined is a Superior Proposal) and the Initial Backstop Parties

shall have ten (10) business days to propose an alternative to the Superior

Proposal that is of comparable value to the Company and its stakeholders and no

less favourable for the Noteholders than the Superior Proposal and, at which time,

the Company shall commit to and pursue such alternative proposal."

Shareholders are stakeholders so how the hell, "in good faith" can the board call the CNOOC buyout proposal as a superior or more favourable transaction for all stake holders. We had 20% of the company and now we have nothing except a 1.5% payout!!!!!! In the end, bondholders will have less money in thier pockets as they will not get any shares which will obviously grow in value over the next few years. As well, the new transaction (buyout) has no mention of any future money set up for expansion, including thenew $375 mil financing and the $500 million influx from the warrants, so how is this better for the company?

As far as I can see this is a blatantly obvious breach of agreement!!!!!

The question I have is; who are the backstop parties? As far as I could tell, they are a noteholder support group but their names were taken off of the agreement which was posted on SEDAR.

Giver