From: David Stern al===>

From: David Stern al===> To: Jeffrey Epstein <[email protected]> Subject: Deyan report Date: Thu, 15 Oct 2009 15:23:07 +0000 Dear David We had further meeting with Charlie. Charlie is interested in acquiring Deyan to become the largest shareholder, which means at least to take over 20% of Deyan. Charlie will soon appoint an investment bank to look at the chance closely unless you does start with initial discussions with Deyan board or management. Charlie does want to create an alignment of interest with the board and management, which means a hostile approach is completely ruled out. Since Deyan has relatively low PE and Charlie can get high PE in China A Share market, one possible deal would be to carve out some good potash assets from Deyan to be input to Charlie's China A listco: I) carve-out some assets into a BVI co, to be formed by Deyan, Charlie and DS. Those assets shall be fully devoted to the Chinese market through Charlie's channel, to replace some of the import, est around 2.0 min tons, which could represent an annual sales of 1.0 bn $. 2) the BVI Co will be reverse merged into Charlie's listco to catch the high PE in the market to make the shareholders of the BVI Co with higher valuation for the assets brought in to the BVI Co. 3) Deyan can use the proceeds to develop new projects with its Russian shareholder's compnay Eurochem. It will then create a new cartel with Deyan, Eurochem and Charlie. Charlie could think to co-invest in the Russian assets. This structure has its charming aspect: using high PE and liquidity in China; let the low PE company's shareholders share the high PE in China; take the liquidity from China to finance future orientated projects. Another possibility is more daring: Charlie and China Salt combine with DS to make an offer to control Deyan. Then split Deyan into two parts. Potash into Charlie's and Salt into China Salt. Both should be listed. The shareholders will become both companies' shareholders to enjoy the full premium in the Chinese stock market. I have not talked to China Salt. However, it is possible that people would be interested in the idea. Look forward to your thoughts. p.s. any results from your meeting with YiYan? Alex This message is confidential. It may also be privileged or otherwise protected by work product immunity or other legal rules. If you have received it by mistake please let us know by reply and then delete it from your system; you should not copy the message or disclose its contents to anyone. Opinions, conclusions and other information in this message that do not EFTA00771455 relate to the official business of Asia Gateway Ltd. shall be understood as neither given nor endorsed by it. Asia Gateway Ltd. Michelin House 81 Fulham Road London SW3 6RD UK Tel: Fax: EFTA00771456