Red Rock Resources - Re: RRR Stream Log - On Oct. 1st , 2010...

On Oct. 1st , 2010 Red Rock Resources issued an on market announcement referring to a potential transaction between Kansai Mining (KMC) and company in which RRR is the major shareholder and an international private equity company “IPCM”. Noting an announcement made by Kansai to the “Nex Board of the TSX” – RRR explained they were to be the beneficiary of a £6.7m windfall payment, due Mid Dec 2010. Red Rock Resources plc ("Red Rock" or the "Company"), the gold mining and exploration company with projects in Kenya and Colombia, and interests in steel feed and uranium, notes the announcement made yesterday to the NEX board of the TSX Venture Exchange by Kansai Mining Corporation ("Kansai", NEX:KAN) that it has reached agreement with IPCM, an international private equity group, to sell Kansai's interests in two of its subsidiary companies, Mid Migori Mining Company Limited ("MMM") and Compania Minera Adamantine C.A. for a total cash consideration of C$40 million. The agreement is subject inter alia to Kansai shareholder and regulatory approvals, but Red Rock expects to support the transaction and it is expected that on completion Kansai shareholders will receive a total C$0.275 per Kansai share with CS0.240 expected to be paid by approximately 20 December 2010 and the balance of C$0.035 on final settlement. Red Rock's acquired a holding of 10,000,000 new Kansai shares, as announced on 30 November 2009, for a total consideration of C$100,000. As announced on 3 December 2009, Red Rock has an option to acquire an interest in a further 29,629,000 existing shares in Kansai, bringing the number of shares in which it is interested to 39,629,000, or 35.2 per cent of Kansai's issued capital as enlarged by the issue of the new shares. The option, which was acquired for C$360,000, is exercisable for a total further consideration of C$10. Red Rock intends to exercise this option and, on the assumption that the Kansai IPCM transaction completes, would expect to receive a total C$10,897,975 (approximately £6.7 million) subject to any relevant Canadian withholding taxes in return for its total investment of C$460,010. Red Rock's interests in MMM will not be affected by the Kansai IPCM agreement. These interests were acquired pursuant to an agreement with Kansai dated 14 August 2009 under which it agreed to acquire a 15% shareholding in MMM for a total consideration of US$725,000, of which US$350,000 has been paid in cash and the balance has been paid in Red Rock shares. A further 45% shareholding in MMM is issuable to Red Rock upon completion of a bankable feasibility study on the Migori gold project by September 2015. On the same day, Andrew Bell, CEO of RRR sold shares in RRR and sent a letter to shareholders commending this alleged deal and noting how lucky he had been. Dear Shareholders and Colleagues, A little after 11.11 a.m. this morning, when I read an email received at that time, we became aware of the announcement put out by Kansai Mining Corporation in Canada. So we knew only a little before you did. This seems an excellent transaction, and we hope it succeeds. We knew of the possibility, and had meetings and discussions a few months ago with Kansai and the acquirer, even in relation to the specific terms, and we are of course in touch with Kansai on a near-daily basis, but we were not aware that matters between Kansai and the buyer had progressed so well and so far. We suspected that the deal might not proceed. We were wrong. We understand that the principal interest of the acquirer group is in the Venezuelan diamonds, and in Bruce Walsham’s skills as a project finder. They have known each other for some time. For us the attraction of this deal is that (a) we retain our JV and earn-in with Kansai unaffected, (b) we dispose of a peripheral asset for a large short-term gain, (c) we get funds to finance our exploration and development, and (d) we gain a financially strong new partner. I am not sure this is a tribute to our skill, unless in investing in Kansai at a very low entry point. It is not, as some have suggested, a tribute to our cunning that we are bringing out this news at short notice on a Friday afternoon. No! Sometimes one just gets lucky. Andrew Bell Red Rock Resources On November 30th 2011, in the 2010 Annual Report, RRR made a brief reference in the small print, to the alleged transaction – saying it had been rescinded. No date of the rescindment was given. This was the first shareholders had heard the deal was not proceeding – and responding to pressure from shareholders in January 2012 - Andrew Bell (AB) engaged in email correspondence with a shareholder (name removed) as follows: Shareholder comment: Ok. This is, for now at least, 110% confidential. This is extract from an email by me to AB and the reply. I am too stunned to make comment right now. Simply put. My questions are in Black, AB's in blue. I have responded with some requests on clarification on a few points to AB, await response.STUNNED!!!!!!!!! Shareholder Question: a) Who is IPCM? I cannot find them anywhere. No SEDAR or LSE references, no website I can find etc. This seems to be attracting some attention on various BB's at the moment. Who are They? AB answer The lack of SEDAR is niggling me also from Kansai. I pointed this out to Kansai, and repeatedly asked if they were men of straw. We still don’t know. Kansai under Canadian regulation had to issue a news release if they had material news, advising exchange: I think they did this, as info was disseminated and picked up by us. I do not think they had a filing requirement with SEDAR or the securities commissions necessarily, as there was no transaction or formal event. But they can confirm that. Shareholder Question Why did the deal fail? AB Answer There has been no further release by Kansai, and we have had no news therefore to disseminate. Shareholder Question I know that RRR met with IPCM, can you shed any light on this at all please? AB Answer We met them once, in a lawyer’s office, with Kansai present. Our various attempts to establish direct contact with them – something we expected as they were our prospective future partners - failed. Absent further contact, we took the view the approach was less than professional and less than serious and we were ‘infected’ by the regrettable need to announce the first time, after Kansai’s announcement of which we had no warning. We have avoided further infection. If you gather from this that we were deeply suspicious of this deal, you are not far off. But the true acquisition value of the K assets would surely be of the same order as that offer suggested – given a clean asset in a clean listing. And to us the value of a deal we might do ourselves could be greater still.