Allana Potash fka AAA

[wshaw14]

Yes, we got screwed. Nice to read that ICL also got screwed by Ethiopia. What goes around comes around.

[Max Power]

yep, sad ending for what could have been a great stock

[FlatEarthSoc]

just got paid so.. that's all folks!

good luck out there!!

[Renee]

ALLRF / AAA: Plan of Arrangement involving the Company and Israel Chemicals Ltd. Pursuant to the Arrangement, holders of common shares, other than Liberty Metals & Mining Holdings, LLC, received $0.50 in cash for each common share held.

Finra deleted symbol:

http://otce.finra.org/DLDeletions

[Cheeky Kid]

If you bought in the 0.15 cent range, you have no right to complain.

[Twister]

Most sold after news of the rip-off!

Cut losses/lost opportunity; understanding a lawsuit was the only real chance to recover damages.

The most effective traps are set by those company officials that can play it absolutely straight with common shareholders to the bitter end, until it really matters. And well played it was, excepting their fumble with sloppy excuses and delays; canceling the study. Never did make sense and now we know why...

The old saying, about your best friends giving you the worst screwing comes to mind. More support for the argument that anyone who believes in company hype or that markets are open, honest and fair... would seem to be delusional.

[wshaw14]

Sounds like it was one of those Russian type votes.

[FlatEarthSoc]

[The Arrangement was approved by the affirmative vote of approximately] 90% of the votes cast by shareholders of the Company (the "Allana Shareholders"), excluding votes cast in respect of Allana Shares over which Farhad Abasov, the President, CEO and a director of the Company, Liberty Minerals & Mining Holdings, LLC ("LLM") and ICL, and their affiliates and joint actors, exercise control or direction.


interesting.. 90% of non-insiders approved

[FlatEarthSoc]

Allana Potash Shareholders Approve Acquisition by Israel Chemicals

http://www.juniorminingnetwork.com/junior-miner-news/press-releases/817-tsx/aaa/8291-allana-shareholders-approve-acquisition-by-israel-chemicals-ltd.html#.VYRpklKdcSU

TORONTO, ONTARIO--(Marketwired - June 15, 2015) - Allana Potash Corp. (TSX:AAA)(OTCQX:ALLRF) ("Allana" or the "Company") is pleased to announce that at a special meeting (the "Meeting") of the shareholders and optionholders (collectively, the "Securityholders") of the Company held on June 15, 2015, the Securityholders approved the previously announced acquisition by Israel Chemicals Ltd. ("ICL") of all of the outstanding common shares of Allana (the "Allana Shares") by way of a plan of arrangement (the "Arrangement").

The Arrangement was approved by the affirmative vote of approximately (i) 96% of the votes cast by Securityholders, present in person or represented by proxy at the Meeting; and (ii) 90% of the votes cast by shareholders of the Company (the "Allana Shareholders"), excluding votes cast in respect of Allana Shares over which Farhad Abasov, the President, CEO and a director of the Company, Liberty Minerals & Mining Holdings, LLC ("LLM") and ICL, and their affiliates and joint actors, exercise control or direction. On April 24, 2015, Allana obtained an interim order of the Superior Court of Justice Ontario (Commercial List) under the Business Corporations Act (Ontario) in connection with the Arrangement. Allana is scheduled to return to court on June 19, 2015 to seek a final order to implement the Arrangement. The completion of the Arrangement remains subject to certain other conditions and is expected to be completed on or about June 22, 2015.

Under the terms of the Arrangement, (i) Allana Shareholders, other than LMM, will receive consideration equal to $0.50 in cash per Allana Share exchanged, and LMM will receive the equivalent consideration of $0.50 in ordinary shares of ICL for each Allana Share exchanged; (ii) optionholders of the Company holding Allana options (the "Allana Options") with an exercise price of less than $0.50 (the "Option Consideration") immediately prior to the effective time of the Arrangement (the "Effective Time") will be entitled to receive an amount equal to the difference between the Option Consideration and the exercise price, and such Allana Options will be cancelled at the Effective Time; and (iii) all other Allana Options will be cancelled at the Effective Time, without any payment in respect thereof.

About Allana Potash Corp.

Allana is a publicly traded corporation with a focus on the acquisition and development of potash assets internationally with its major focus on its potash property in Ethiopia. Allana has approximately 327.9 million Allana Shares outstanding. Allana trades on the Toronto Stock Exchange under the symbol "AAA". For more information, please visit the Company's website at www.allanapotash.com.

This communication does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of Allana or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of ICL, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions.

Forward-Looking Information

Except for statements of historical fact relating to the Company, certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Such forward-looking information includes, but is not limited to, statements with respect to the potential completion and timing of the Arrangement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Statements with respect to the potential completion and timing of the Arrangement are subject to the risk of not obtaining all required approvals, including from the court. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.

Allana Potash Corp.
Richard Kelertas
Senior Vice President, Corporate Development
514 717 6256
[e-mail]

[wshaw14]

Looks like the crooks got the deal approved. I do find it hard to believe that it was approved by the ratios that they claim.

[wshaw14]

Lol, I just got all of my shares voted against. Shares held in three different accounts, and each one of them had different voting techniques. The more I study this deal, the shadier it appears.

[FlatEarthSoc]

i used the QR Code on the voting form.. no probs

[wshaw14]

Is anybody else here having trouble voting through PowerInBox? I have 3 different browsers and none of them will work with PowerInBox.

[FlatEarthSoc]

not sure the FP article was posted here so here it is....

Allana Potash held talks with Chinese construction giant before ICL deal

http://business.financialpost.com/news/mining/allana-potash-held-talks-with-chinese-construction-giant-before-icl-deal

TORONTO — China’s largest construction company was in talks to buy a controlling stake in Allana Potash Corp. that was worth more than the takeover bid the junior miner eventually accepted.

The Financial Post received a copy of a memorandum of understanding (MOU) between Allana and state-owned China Communications Construction Company Ltd. (CCCC). The document, dated March 4, contemplated a deal in which CCCC would acquire a 51 per cent interest in Toronto-based Allana for $156 million. CCCC would then take charge of financing and construction responsibilities on Allana’s US$700 million Danakhil potash project in Ethiopia.

Ultimately, the two sides did not move beyond this framework agreement to reach a firm deal. On March 26, Allana agreed to a takeover offer from Israel Chemicals Ltd. (ICL) worth $137 million.

Sources close to Allana said the firm tried to negotiate a binding agreement, but the Chinese company dragged its feet. Chinese firms are known to be careful and deliberate negotiators, and they frequently sign MOUs that don’t result in firm deals.

Allana chief executive Farhad Abasov said there were numerous problems with the MOU that made it a non-starter. It was full of conditions that needed to be met, and if they weren’t, Allana could lose control of the company without getting all the funding needed for the Danakhil project.

“This was the second non-binding MOU with the same group,” he said. “It was not a definitive agreement. It had certain conditions which were very difficult, if not impossible, to meet. And it would have led to dramatic dilution.”

One of the problematic conditions in the MOU is that CCCC wanted Allana’s three strategic investors (ICL, International Financial Corp. and Liberty Metals and Mining Holdings) to avoid exercising their anti-dilution rights. The Chinese firm also wanted offtake rights for the output from Danakhil that currently belong to ICL.

Allana felt the clock was ticking because the firm offer from ICL could disappear or get reduced. It decided to jump on the friendly offer, which was valued at 50 cents a share.

A source close to CCCC disputed Allana’s version of events, saying CCCC’s board approved the MOU and was very keen on this deal. The source threatened to launch an oppression lawsuit against Allana as well as lawsuits against company insiders.

Of course, if CCCC is really keen on Allana, there is nothing stopping it from making a rival offer for the company. The break fee in Allana’s deal with ICL is just $5.5 million — not a large amount for a Chinese multinational.

The Allana-ICL deal has been a hot topic on Internet message boards, with retail investors complaining about the price. But Allana shares closed Friday at 48.5 cents, close to ICL’s offer price. That shows investors thinks the deal is likely to be approved, and do not expect a rival bid.

ICL already owns 16.4 per cent of Allana shares, which gives it an advantage over other potential bidders. Buying the Danakhil project would allow the company to diversify its asset base outside of its core potash business in Israel.

From Allana’s perspective, the offer of 50 cents a share is far below its highs of more than $2 in 2011. But Abasov said previously his firm was in a difficult position, because it could not come up with a way to finance the Danakhil project without heavily diluting shareholders in the current rough market conditions.

••

[Twister]

One can only hope Allana executives don't profit!

Strip them of their shares, options, three-year windfall, tag on a hefty fine and ban them from future securities/director positions... Or more likely, the common Canadian scams continue.

[wshaw14]

"A source close to CCCC disputed Allana’s version of events, saying CCCC’s board approved the MOU and was very keen on this deal. The source threatened to launch an oppression lawsuit against Allana as well as lawsuits against company insiders."

[Twister]

Farhad gang screwed shareholders, got rich. Enough said!

Farhad, management and directors played common shareholders for the fools they are and now the story ends. Their hollow words fade, as the smoke and mirrors disappear into their hyped blue sky... And the dog and poney rests for the next big show.

[ragi]

What's goin on here, or more importantly, what's not going on? How come no one is posting here anymore?

[FlatEarthSoc]

you might want to take a look at the 3/26 PR....

[RErobot]

Apparently the subjects on the deal were not achievable, or hard to achieve.

Is the memo available? I'd love to see the deal structure they turned down.

May be worth re-entering with a few bucks if I see a situation developing.

[Max Power]

looks to me the Chinese offered 20 million MORE for just 51% of the project...so Allana took less for the entire thing?

[seekingalfalfa]

True enough and I agree. This company's affairs have been conducted in a bubble since they made a deal with the devil that is ICL. They acted as though they had no responsibility to shareholders and as if they were a private company, showing no regard for the fact they have always been funded and answerable to the same public teat to which they always weaned themselves. Canadian regulatory types dropped the ball once more and can only blame themselves as to why the world largely discounts companies listed exclusively in their jurisdiction. Had Allana conducted themselves the same way in the US they would have been destroyed.

[Twister]

Project was/is excellent...Hardly excuses management for gross deception!

Allana is a public/reporting company, so complaints can be filed directly by individual shareholders to regulatory authority.

Perhaps some individual shareholders may even unite for a separate legal action brought by said shareholders regarding same and additional questions regarding, but not limited to, disclosure as well as fiduciary responsibility issues, both pre and post agreement. A closer investigation into progressive 'keen interest' timelines would also be interesting.

Most likely though, talk will simply be reduced to silence as Bay street continues to do what it has always done.

[SPARK]

Friends and followers of mine got in below and above a buck..when she went over two bucks anyone who wasn't greedy enough to take real profits had a chance on the slow down slope..of course the folk that got in when I started talking about this one it was between .14 and .19 and nobody wanted hear about this stock..on stockhouse they yelled at us...but we kept doing our DD and it was a good ride for many..thank you all for the fun and the excitement on this board!!~

[AAA-FTW]

Got in at .47, a believer and a buyer for 5 years, never sold 1 share until yesterday. Truly disappointing.

Signing off for good...

AAA(apparently NOT)_FTW

[Cheeky Kid]

What about the people that didn't get in early, who bought at .40 cents and up. Target prices were over a buck. They lost out big time. Just because a few got in at the ground, doesn't make it a successful play. As all the others got screwed.

[Cheeky Kid]

I hardly think AAA was a great run, I have had stocks with massive gains. Do you forget the deal we got? 50 cents a share. If you bought at 5 cents that a 10 bagger. I have had larger ones than that.

We got screwed and its strange to me to see people thinking this was a great play.

[SPARK]

You were there right from the start bud..was a great run and a lot of fun as she kept on going~

[Track]

I dumped my last 20,000 shares this morning. It was a great call Spark, as always. Boardmark removed.

[SPARK]

Ahh the good old days..post nr 1.. http://investorshub.advfn.com/boards/read_msg.aspx?message_id=41633637

[sweetwater]

Anyone still holding out for another offer coming in or is that totally wishful thinking? I'm holding on a bit longer as ALLRF is climbing ever so slightly I assume because of the stronger dollar? (Hey it's better than nothing!) ??Anybody got anything? I'm taking a hit but a manageable one...

[Cheeky Kid]

All the pie in the sky dreams and predictions did not come true, as AAA shareholders got the short end of the stick.

[SPARK]

Made huge here...LOL~

[justin_a_lyesse]

Dissenting shareholders can contact me at:

[e-mail]


for info on what to do if you want to dissent on the vote. Action needs to be taken before the April 20th deadline which is the date of record, so time is of the essence.

[Boonga]

O.M.G.! What the fxxx is this deal with fxxxing Israel? Is this a joke?? I just could not pass quietely.

[seekingalfalfa]

Gives us a week to get back in if the rats start scurrying

[Twister]

Shareholder meeting date May 27...Record date April 20!

[Cheeky Kid]

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=62800224

[Cheeky Kid]

Almost all penny stocks run up and then the shit hits the fan. AAA is a poor example of a successful stock.

[SPARK]

Damn right..glad you were part of it!~

[FlatEarthSoc]

very true! it was a helluva run

••

[SPARK]

LOL..we found it cheap and it ran over two bucks..was a great play~

[Twister]

Yeah...Management, ICL & option/warrant holders really 'milked' Allana!

Or, more specifically, brazen nocturnal mutant blood-sucking deceptive self-serving leaches would also seem to describe the vermin variety.

Oh, and three hardy cheers and celebration for the award presented.

[SPARK]

Has been a great play..some may wanna milk it for 'special' reasons..but it was a beauty..hope ya all made some mulla!~

[justin_a_lyesse]

Please get legal advice before dissenting. There may be caveats.

[Twister]

Nothing means nothing unless/until official complaint(s) actually filed!

Bay street was paved with fraud, deception and inane inaction.

[justin_a_lyesse]

Here's a link to Cantor Fitzgerald's target price of $1.15 and buy recommendation. These are the same folks who suddenly said the stock was only worth 34 to 64 cents. The $1.15 target was BEFORE the PEA for the SOP came out which increased the NPV of the company to 2.92 billion dollars.

http://www.marketonemediagroup.com/cantor-fitzgerald-reaffirms-positive-view-allana-potash-icls-strategic-alliance/

[justin_a_lyesse]

Here's the post sweetwater ...

I suggest everybody read the following and also google for yourselves anything to do with "dissent shareholder rights" or similar phrases.

This is from the gov't of Canada: http://laws-lois.justice.gc.ca/eng/acts/c-44/page-76.html

Here's a free form for dissenting shareholders: http://www.getfreelegalforms.com/dissent-notice-of-shareholder/

If we dissent, we may be able to get "fair value" for our shares, which is certainly more than the 50 cents offered by ICL.

Remember two things:

1) The NPV of Allana is 1.32 billion dollars for the MOP portion and 1.6 billion for the SOP for a combined 2.92 billion dollar Net Present Value.

2) Several analysts have had a target price for Allana ranging from $1.15 (Cantor) to $1.45 (Paradigm), which may be considered "fair value".

[sweetwater]

Can you share that post here. I'm not familiar with Agora.

[justin_a_lyesse]

Thanks folks. Check my post on Agora. We may have something. It's better than just sitting here and taking the garbage offer. Dissenting shareholders may get a judge to determine fair value or maybe negotiate for a better price from ICL. And based on the fact that several analysts had valuations well above a dollar a share, we may have a case. Plus there's also the NPV, 1.32 billion for the MOP and an additional 1.6 billion for the SOP.