KCL and PON come together ... right now ... over me

January 22nd, 2009

Potash One and Potash North Announce Business Combination

Potash One Inc ("Potash One") and Potash North Resource Corporation ("Potash North") are pleased to announce that they have entered into a binding letter of intent ("LOI") containing the principal terms by which, subject to satisfaction of certain conditions, Potash One will acquire all of the issued and outstanding common shares of Potash North through a Plan of Arrangement or other form of business combination (the "Business Combination").

The LOI contemplates that each Potash North shareholder will receive 0.3125 common shares of Potash One for each common share of Potash North. In addition, all outstanding convertible securities of Potash North will be exchanged for comparable convertible securities of Potash One in an amount and at exercise prices adjusted in accordance with the same exchange ratio. The exchange ratio represents an approximate 29% premium for the shares of Potash North over the 20-trading day period prior to the execution of the LOI.

There are currently 65,745,002 Potash North common shares issued and outstanding, 2,750,000 outstanding options to purchase Potash North common shares, 38,672,000 Potash North common shares issuable pursuant to outstanding share purchase warrants and an additional 5,000,000 common shares and 5,000,000 common share purchase warrants issuable pursuant to an outstanding unsecured convertible note. Potash One owns 7,583,850 common shares of Potash North which represents 11.5% of the currently outstanding shares of Potash North and an additional 7,583,850 share purchase warrants.

Certain shareholders including Potash One and all the directors and officers of Potash North have agreed to vote their shares in favour of the Business Combination.

The Business Combination will require the approval of Potash North securityholders, the Toronto Stock Exchange and the TSX Venture Exchange, and will be subject to other customary conditions, including the execution of a definitive agreement and completion of due diligence.

The LOI provides that Potash North shall not, directly or indirectly, solicit, initiate or encourage letter of intent offers from, or negotiations with, any third party with respect to any other potential merger or acquisition of all or a material portion of Potash North's business, assets or outstanding securities except where required to satisfy fiduciary obligations of directors. Potash North and Potash One have both agreed to pay a non-completion fee of $2.5 million under certain circumstances. The transaction is expected to close by May 15, 2009.

The Business Combination, once completed, will create one of the strongest junior potash development companies in Canada. Potash One will be fully funded through to completion of feasibility on its solution mining amenable potash development property located in southern Saskatchewan (the "Legacy Project"). Current cash of the resulting company would be approximately $50 million.

Paul F. Matysek, President and CEO of Potash One, stated, "I am very pleased that Potash One has been able to execute this binding LOI with Potash North as this transaction strengthens our balance sheet, further consolidates the potash junior industry and positions the company with over 500,000 acres of subsurface Potash permit holdings, in Saskatchewan. This includes a very prospective exploration stage potash property adjacent to the largest potash mine in the world. In addition, we are pleased to have the support of a number of significant shareholders who together with our present shareholders are committed to the continued development and progress of the Legacy Project. This Business Combination further strengthens our exploration and development position in the Potash industry, bringing us closer to our goal of becoming the first greenfield potash producer in Canada in decades."

Craig A Angus, President and CEO of Potash North, stated; "I am very excited with the opportunity that this transaction presents to our shareholders. As a result of the turmoil in world capital markets, it is increasingly apparent that the successful companies in the junior potash space will be those that have large cash treasuries and advanced stage projects moving toward feasibility and development. This business combination will create the best capitalized Canadian Junior potash development company working in the Saskatchewan basin. Our shareholders will have the opportunity to participate in the advancement of the Legacy Project to completion of feasibility and potentially through to production in the coming years while maintaining the exploration exposure to our KP 416 and 417 Permit areas near Esterhazy".

Canaccord Capital Corporation has acted as advisor to an independent committee of the Board of Directors of Potash North and has provided to such independent committee of Potash North their verbal advice, subject to final review of documentation, that the consideration offered pursuant to the transaction is fair, from a financial point of view, to the shareholders of Potash North, other than Potash One.

PBG or PMG? I'm not the one to ask. Maybe someone else can chime in.

I thought the PMG.to news was pretty good, that is, the Corcel D2 was producing 4500bpd. I guess the D1 being still offline was the reason for the drop in PMG and PBG today. Still the D2 is expected to be back in production in a week, so that may provide a rebound from today's drop. PMG.to looks cheap to me.

That said, crude price is the tide that lifts or lowers all (oil producer) boats today.

Opinions?

'peeker

HLS Systems International (HOLI) Appoints Industry Veteran Peter Li as Chief Financial Officer; Expects to Increase R&D Investment in Calendar Year 2009
18 minutes ago - Businesswire

HLS Systems International, Ltd. (NASDAQ: HOLI) ("HLS" or the "Company"), the leading provider of automation and control systems in the industrial, rail and nuclear power sectors in China, announced today the appointment of Peter Li as its new Chief Financial Officer (CFO), effective of February 1, 2009. Mr. Li will be based in Beijing and replace the Company's interim CFO Herriet Qu, who will remain with the Company.
Peter Li, 44, currently serves as a Director of CS China Acquisition Corp. (CSACF.OB) and as an independent Director and audit committee chairman for Yuhe International Inc. (YUII.OB) and China Valves Technology, Inc. (CVVT.OB). He also serves as a senior advisor for Yucheng Technologies Ltd. ("Yucheng") (NASDAQ: YTEC) until February 28, 2009, a leading IT service provider to banking industry in China, where he also served from October 2004 through February 2008 as CFO.
Prior to his tenure at Yucheng, Peter worked in corporate financial management with various companies, including as Internal Controller at Lenovo, one of the world's largest makers of personal computers. Peter graduated from Beijing Foreign Studies University with a B.A. and received a Master of Education from the University of Toronto. Peter is a Certified General Accountant in Ontario, Canada, and is fluent in English and Mandarin.
Dr. Changli Wang, CEO of HLS, commented, "Peter Li will be a great asset to our team. We expect HLS' CFO to perform a number of roles, and we undertook a thorough screening process to find an individual that would be an ideal fit for our Company. We believe that Peter's profound knowledge of Wall Street and Chinese foreign-listed enterprises, his strong track record of communicating with the investor community and his more than 17 years of operational and strategic management experience will help HLS in achieving its strategic objective of long-term sustainable growth and value creation for our shareholders. We are very excited to have Peter join our team."
Mr. Li noted, "I am honored to join HLS and am excited by the Company's mission to become one of the world's leading automation system providers. Dr. Wang and HLS' management team has a strong track record of making prudent capital investments in the right sectors at the right time. Its current leading position in high-speed rail and nuclear power sectors is a manifesto of this team's vision and execution over past 5 years. I look forward to the challenge of leading HLS in communicating with investors, growing the company, and increasing long-term shareholder value."
Company Plans to Increase R&D Investment
HLS also announced that it is planning increase its R&D investment in 2009 calendar year to further complete its product offerings in its core vertical sectors, which include:
1. High-speed railway signaling safety and subway signaling;
2. Nuclear power station instrument & control systems; and
3. DCS systems and applications used in industrial automation.
Dr. Wang commented, "We believe that HLS has obtained the leading position in the Chinese automation system market of rail, nuclear power, and industrial sectors by marrying its strong technical and project implementation capabilities with solid customer relationships. We expect that increased R&D activities will enable HLS to better capture market opportunities in its targeted sectors, further establish the Company as a market leader among local Chinese players, propel HLS into being one of the leading global automation system providers in the world, and create long-term value for our shareholders."

13:43 The idea of banks being nationalized makes no sense - Ladenburg
Ladenburg notes that in the current hysteria surrounding banking the idea has developed that the banks should be nationalized. The firm believes that this will never happen and that it makes no sense to speculate that it will occur. The firm notes the U.S. at last reading in Sep 2008 owed over $10 trln. The largest holder of this debt was the Social Security Administration and other govt pension funds. They held $4.2 trln of this debt. The remainder, or $5.8 trln, is held by the public. The firm notes that at the end of the Q3 there were 8,384 FDIC insured banking institutions in the U.S. They had $8.7 trln in deposits. Firm notes that if the govt nationalized the banks this debt would become govt debt and the government would be guaranteeing 100% of these deposits.

SMC deal with Linear Gold does not close until May 31st:

From the original PR announcing the merger:

"The Transaction is subject to the parties entering into a definitive agreement by January 29, 2009 and the receipt of all necessary regulatory approvals and necessary shareholder approvals at special meeting(s) to be held no later than April 30, 2009. Closing of the Transaction is set to occur by no later than May 31, 2009."

This linkage keeps the stock prices directly linked unless CSM.to/SMC receives another better offer before 29Jan09. Therefore, there could even be a slight nudge to the downside over the next few days (if anybody was here ONLY for the potential that AUY or other buyer would make a higher offer).

In any case we should expect LRR.to and CSR.to to be directly linked (CSR~=.4LRR) and SMC price based on $C vs $US, thus SMC~-.8CSM. Similarly, SMC~=.32LRR.to price. Currently SMC is right at .32xLRR.to price, so these two stocks remain directly linked (that is, there's no apparent discount or premium being shown by SMC vs. LRR.to).

'peeker

PS> Financials are in the poopbowl.

13:22 Refining's the place to be as oil drops - Deutsche Bank

Deutsche Bank notes that the oil market is becoming deeply distorted for a lack of speculators. Extreme contango is sending the wrong price signal. Oil is trading some $6/bbl higher between the spot and first month forward - totally unprecedented. This is doing strange things, notably flattering refining margins for US crude users by $6/bbl+. The firm believes that as long as oil prices go lower, then refining is the best place to be... but when prices turn and start rising, they will be back into refinery rationalisation mode because of excess capacity which they believe is 3m b/d this year alone. Cracks will fall to the point where they force marginal refiners to shut. In the meantime, for the brave, the firm believes there is a short-term refining trade, into highly levered names such as Tesoro -- the firm notes that investors have to be brave because the stock is already 60% up over 3 months. The firm retains their Nov Sell on Sunoco and continue to see Tesoro vs Sunoco as a good relative performance trade. Amongst small caps, they would point to Delek as particularly benefiting from current dislocations, based bizarrely on their business interruption insurance, given their refinery is not running after an accident.

Irish banks tumble in Europe yesterday as renewed fears grip sector - Times of London
Times of London reports shares in Ireland's banks lost half their value yesterday in Europe amid renewed fears for the sector after the nationalisation of Anglo Irish last week and the announcement that Bank of Ireland's chief executive was standing down. "Everybody is vulnerable, with bad debts becoming a bigger and bigger problem," one Dublin trader said. Shares in Allied Irish Banks (AIB) were down 59%. Bank of Ireland (IRE) shares fell by 55%. Bank of Ireland runs savings accounts for the Post Office in the UK. Thousands of other British savers are thought to have pushed funds into Irish banks after Dublin established a €440 billion deposit guarantee.

KCL.v ::: Potash One CEO interview on BNN.

"Junior potash developer situated between Mosaic and Potash Corp., Potash One is readying itself for takeover by a major mining company or state-oriented enterprise in either China or India."

http://watch.bnn.ca/wednesday/#clip129467

Mentions upcoming trade missions to China and India in February.
Am I crazy or did I hear the CEO say he expects to complete a deal with a state-owned enterprise by end of 2010.

Thanks to Kipp!!!

But hey, what's with this guy's hair?

AGT: With the very large seller overhang, I don't see AGT above .25 for a long time to come.

See c|001's post: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=34866869

10:05 Market Update: Commodities Stage Strong Gain

Crude oil futures are rebounding after coming under pressure in the prior session. Oil futures are currently up 2.5% to $36.30 per barrel. Oil had been up as much as 3.8% earlier... Natural gas is up roughly 1.4% to $4.91 per contract. It is also attempting to recoup losses incurred during the week, when it touched $4.74 per contract. That was its lowest since Sept. 2006... Strength in oil and natural gas combined with advances in the broader market have the energy sector trading 1.7% higher. Energy was up 2.5% in the first few minutes of trading... Gold is sporting solid gains of its own. The yellow metal is up 3.4% to $835.00 per ounce. Silver is trading hands at $11.02 per ounce, reflecting a 5.5% gain... The combination of higher energy prices and higher metals prices is bolstering the CRB Commodity Index in early trade. The CRB is up 1.1%... The gain in commodities is also propeling the materials sector. Materials stocks are currently up 1.9% with particular strength in Monsanto (MON 80.21, +1.77) and Nucor (NUE 42.38, +1.60). Dow +68.97, Nasdaq +15.48, S&P 500 +8.66.

ValueValueValue >>>---> Free Donut to celebrate inauguration:

Gold up, Oil up, Dollar down, but ... gimme some sugar!!!!

http://consumerist.com/5131687/krispy-kreme-to-celebrate-inauguration-with-donut-giveaway

Keybank recommends STLD:

07:44 Current economic weakness will take its toll on P&Ls in metals/steel/industrial materials over the near term - Keybanc
Keybanc expects 4Q08 will be ugly for metals/steel/industrial materials following record 3Q08 results. Caught in an environment of plummeting demand as credit availability suddenly vanished, the global industry achieved stunning positive reactions via dramatic production curtailments that quickly eliminated higher priced inventories. The industry has done an exceptional job of limiting supply in support of pricing, demonstrating its newly developed focus on profit margins compared to prior operating environments focused solely on tons produced. The current economic weakness will take its toll on P&Ls industry wide over the near term. As such, they are making further downward earnings adjustments for most of their coverage universe. Near-term recovery appears encouraging, but could prove short-lived without timely and effective govt policy initiatives anticipated in the early months of the new administration. They are increasingly confident of the steel industry's ability to adjust production to whatever underlying level of demand emerges over the next 6-12 months. They view the electric arc furnace (EAF) steel producers, including STLD and NUE ($54 tgt from $60) as the top picks among carbon steel producers. GTI is also a top pick, as well as CLF ($36 tgt from $40); both these cos provide earliest exposure to potential demand recovery, strong free cash flow yields and market leadership positions.

ICO Approved for Ancillary Terrestrial Component Use By FCC
Thursday 01/15/2009 5:53 PM ET - Businesswire

ICO Global Communications (Holdings) Limited (NASDAQ: ICOG) today announced that the Federal Communications Commission (FCC) has approved the application of its subsidiary, New ICO Satellite Services G.P., to utilize an ancillary terrestrial component (ATC) in conjunction with its mobile satellite services (MSS).
ATC authority will allow ICO to use its 20 megahertz of 2 GHz spectrum for two-way terrestrial communications to enhance coverage and capacity of its MSS system by integrating terrestrial base stations into its network. In granting the ATC authority, the FCC also approved ICO's requests to use the spectrum in a more efficient manner, consistent with rules of operation for comparable terrestrial spectrum.
ICO is currently conducting trials of MSS/ATC services in the Las Vegas, Nevada and Raleigh-Durham, North Carolina markets, including a mobile interactive media service known as ICO mim(TM). ICO mim is one of many advanced services that ICO will be able to deploy using its MSS/ATC system. ICO is engaged in development efforts that will permit the MSS/ATC system, over time, to offer a range of nationwide, interactive, broadband-enabled services.
"ATC approval is yet another major milestone achieved by ICO, and we thank the FCC for their continued efforts in support of a new generation of mobile satellite services," commented Tim Bryan, chief executive officer for ICO. "With operating rules that are now aligned with all of the major wireless service spectrum bands, ICO is well-positioned to leverage the economies of scale for equipment and technology deployment to provide the seamless, nationwide service experience that only mobile satellites can deliver."
Use of the ATC authority is subject to ICO's compliance with FCC regulations and conditions of the order, a copy of which may be found on the FCC's website at: http://hraunfoss.fcc.gov/edocs_public/attachmatch/DA-09-38A1.doc and on the About Us page of www.ICO.com.
About ICO
ICO Global Communications (Holdings) Limited is a satellite communications company developing an advanced next-generation hybrid media system, combining both satellite and terrestrial communications capabilities. ICO's satellites are capable of supporting wireless voice, data, and/or Internet services on mobile and portable devices. In North America, through its subsidiary ICO North America, Inc., ICO is deploying a mobile interactive media service known as ICO mim(TM). ICO mim will combine ICO's unique interactive satellite capability with nationwide coverage to deliver a new level of navigation, enhanced roadside assistance and the ultimate mobile video experience, including 10-15 live channels of premium television content. ICO is based in Reston, Virginia. For more information, visit www.ico.com.

Also discussed trends (from Trends Research Institute) in the last 15mins of the discussion.

http://www.netcastdaily.com/broadcast/fsn2009-0110-3a.asx

Lots of good food for thought on how to deal with the tough times ahead. Says Iran may progress into civil war as oil drops to around $25/bbl. Doesn't just scream that the end of the world is coming (but no need to prepare for the walking dead or worldwide Texas Chainsaw Massacre).

'peeker

Interesting website for financial discussions.

This file prevents a concensus of 2009 outlooks from about 45 economists (wide range of bulls and bears):
http://www.netcastdaily.com/broadcast/fsn2009-0110-3a.asx

Will probably be another bad year, and the global recession will probably continue into 2010, but this deep recession will be moderated by all the gov't intervention, resulting in economic recovery late 2009-early 2010.

If financial crisis drags out another yr, S&P could lose another 50%, or if the recovery begins, it could rally significantly starting around mid2009-mid2010.

I like this "Financial Sense" website because it provides several current non-CNBC audio discussions of investment topics. It appears to be fairly balanced in its outlook. Neither Pollyanna nor Chicken Little rules this roost, so to speak.

See this page for several topics (I haven't listened to all):
http://www.financialsense.com/fsn/main.html

Peter Schiff will be interviewed in a few days. Gary Schilling will be on in February.

Regards all,
'peeker

Energy deteriorating: Crude oil sets fresh lows below the $35 mark at $34.33; now off $2.84 to $34.44

Article suggests investing in China now.

http://seekingalpha.com/article/114915-11-reasons-why-it-s-time-to-invest-in-china-and-5-ways-to-play-it?source=yahoo

Thanks, Guy. Actually, I'm taking a vacation from the FFA sandbox for now due to a number of reasons.

By the way, the stinkin' market today reminded me of the time I went to the Atlanta Zoo to see Willy B, the big Silverback Gorilla that was here for many years. I got to the zoo, found Willy B in his home, and there he was smearing poop on the windows.

That's the day that I learned the meaning of the word disillusionment. Cash is really dirty but safer than most stocks in this market.

'peeker

PS> Click

Wouldn't your SMC investment be much more valuable in a year w/o AUY making a dollar offer for SMC this month.

Wasn't just responding to you, and it's really not all about you, Rogue, but just thought I'd throw a plethora of FFA content into the FFA mix.

Maybe, just maybe, somebody will follow some of the Parillo content and find something of value. Parillo actually posts lots of interesting stuff on his geeky blog.

Convert YouTube video to animated GIF:

http://www.lockergnome.com/oztech/2009/01/05/convert-youtube-video-into-animated-gif/

How to be a superhero:

http://chris.pirillo.com/how-to-be-a-superhero/

Planet Earth DVD ...

http://chris.pirillo.com/planet-earth-dvd-sets-starting-at-2999/

Uverse vs. Comcast?

http://chris.pirillo.com/comcast-customer-service-is-getting-personal/

Which is worse, a sexual Predator or a Bully?
http://chris.pirillo.com/what-is-worse-a-sexual-predator-or-a-bully/

Market turning nasty again . cover your bollocks.

VIX breaks above the 50 mark, level not seen since Dec 17... currently the VIX is +6.76 at 50.03 and VXN is +6.10 at 49.21

C below $5, BAC almost below $10, Dow off 285,

oil down, gold down

VMC down, too!

Thank you, all. Now please bow your heads while we prey.

IMHO, VMC camaraderie has suffered because of the conflicted environment that has arisen within this Free-for-All board.

While VMC F-F-A was created (spun off from VMC Motherboard) for various reasons, the atmosphere has become slightly unhealthy over time (particularly during the election season, that is, the few months prior to the election and continuing thereafter). Maybe the increased conflict is more closely correlated to the credit crisis rather than the election cycle; at any rate, I just mean in the last few months.

An analogy might be the "double dippers" at a party who feel like there's nothing wrong with double dipping their chips into the collective dip (ranting and occasionally ripping other guests), some folks are put off by the doubledipper's bad hygiene (adding contaminated personal body fluids to the bowl of dip). The doubledipper doesn't realize that he/she is adding their own personal bacteria to the dip when they doubledip, in effect, infecting the collective bowl. Those who don't appreciate the lack of hygiene (unnecessary conflict) choose to look for another bowl of dip.

Let's just try a little harder to keep the collective bowl a little cleaner for the sake of all party goers.

Regards,
'peeker

PS> By the way, the double and triple dippers, in fact, have been found to infect the bowl of dip, based on studies of bacterial counts.

LRR.to / CSM.to / SMC / LGCFF.pk financing:
Market not liking it so far ... down about 10% since the news.
May warm to it later, but not 2day ...

LRR.to / CSM.to / SMC / LGCFF.pk

Fair enough... good point about the price having appreciated, but slightly dilutive nonetheless.

Depending on perspective, what you referred to as putting a floor under LRR.to could also be called lowering the ceiling on SMC.

Anyhowz, they can focus on implementing operations successfully now that they have the cash in place.

LRR.to news is contrary to CEO statement in recent conf call (that combined companies would fund additional capital needs via extending credit with banks).

I guess this ensures funding is available for all foreseeable exploration expenses now, but being cynical by nature (or age), the CEO or other officers may have gotten some "opportunity" or "consideration" associated with these new shares or associated warrants.

'peeker

10:23 Bank stocks selling below replacement cost
- Ladenburg Thalmann

Ladenburg Thalmann says there are 57 banks and thrifts in the United States with assets above $10 bln. In total these institutions hold 71% of the industry's assets and 55% of its deposits. Presently, these companies have market capitalizations that are approx 10.2% of their deposits. Many large banks have ratios well below this: J.P. Morgan Chase (JPM) is selling at a price that is 9.6% of its $970 bln in deposits. Bank of America (BAC) is selling at 6.0% of its $874 bln in deposits. Citigroup (C) is selling at 3.9% of its $780 bln deposits.

Sounds like something the Khymer Rouge may have believed:

..."champion of THE TRUTH!!!!!!"

Feb gold ended lower by $34.50 to $820.50, March silver closed down 55 cents to $10.77 and March copper fell 7.1 cents to $1.4885.

APWR: Also lets APWR participate in revenue from American purchases of gearboxes from GE (majority owner) during wind power generation buildout. The operative political idea will be to "Buy American" from GE (though most of the work is done by Chinese in China, just like most other stuff we buy). GE gives APWR strong inroads into revenue from USA.

Makes APWR look good longerterm, particularly if GE adds value by building efficiencies into manufacture and logistics for all the APWR wind turbines / gearboxes. Also provides a pretty good GE-based sales channel (worldwide).

'peeker

PS> The big question IMHO is how fast the AltEnergy buildout will be funded and executed in USA or China (in light of the low price of crude). We'll have better idea sometime post-inauguration, but if the push is healthcare vs. energy independence, APWR will not flourish as much as we may like to assume.

APWR jv w/ GE semding APWR up strongly this AM on 800,000sh in first 10 minutes.

See APWR news

APWR up strongly on JV w/ GE ... big implications?

Red, excellent point. SMC movement is now inextricably tied more to LRR.to than to SMC tech analysis alone, so the TA on LRR should also be considered.

Regards,
'peeker

POE getting slammed ... -15%

Canadian "pinks" ... I prefer to trade them thru Schwab vs. AMTD, as Schwab's quotes are directly tied/converted from the price of underlying Canadian stock.

'peeker