NEVADA CHEMICALS, INC./CYANCO HOLDING CORP. SC 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QvTAWvT/ceg3/JEB4pR7eILAIWULj448YVg6vxB/tLZia+kdq1p7PxiFij278IvX Zb34xlSyehQApgs9yTYkfQ== 0000950137-08-011638.txt : 20080915 0000950137-08-011638.hdr.sgml : 20080915 20080915155416 ACCESSION NUMBER: 0000950137-08-011638 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080915 GROUP MEMBERS: CASSIDY J. TRAUB GROUP MEMBERS: JORDON L. KRUSE GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS, L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP, LLC GROUP MEMBERS: OAKTREE CAPITAL I, L.P. GROUP MEMBERS: OAKTREE CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: OAKTREE FUND GP I, L.P. GROUP MEMBERS: OAKTREE HOLDINGS, INC. GROUP MEMBERS: OAKTREE HOLDINGS, LLC GROUP MEMBERS: OCM CYANCO HOLDINGS, LLC GROUP MEMBERS: OCM HOLDINGS I, LLC GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA CHEMICALS INC CENTRAL INDEX KEY: 0000356342 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 870351702 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40254 FILM NUMBER: 081071623 BUSINESS ADDRESS: STREET 1: 9149 SO. MONROE PLAZA WAY STREET 2: SUITE B CITY: SANDY STATE: UT ZIP: 84070 BUSINESS PHONE: 8019840228 FORMER COMPANY: FORMER CONFORMED NAME: MINING SERVICES INTERNATIONAL CORP/ DATE OF NAME CHANGE: 19941005 FORMER COMPANY: FORMER CONFORMED NAME: ROCKY MOUNTAIN NATURAL RESOURCES CORP DATE OF NAME CHANGE: 19831102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cyanco Holding Corp. CENTRAL INDEX KEY: 0001444979 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213)830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVE. STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D 1 c35492sc13d.htm NEVADA CHEMICALS, INC./CYANCO HOLDING CORP. SC 13D NEVADA CHEMICALS, INC./CYANCO HOLDING CORP. SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NEVADA CHEMICALS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

64127C 10 7

(CUSIP Number)

Todd E. Molz
Managing Director and General Counsel
Oaktree Capital Group Holdings GP, LLC
333 S. Grand Ave., 28th Floor
Los Angeles, California 90071
(213)830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

COPY TO:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
200 E. Randolph Drive
Chicago, Illinois 60601
(312) 861-2000

September 5, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		64127C 10 7	13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Cyanco Holding Corp.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,938,387

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			2,938,387

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,938,387

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	41.45%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Cyanco Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,938,387 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,938,387 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the sole shareholder of Cyanco Holding Corp.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Principal Opportunities Fund IV Delaware, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,938,387 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,938,387 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the sole member of OCM Cyanco Holdings, LLC.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Principal Opportunities Fund IV Delaware GP Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,938,387 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,938,387 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of OCM Principal Opportunities Fund IV Delaware, L.P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Principal Opportunities Fund IV, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

2,938,387 ⁽¹⁾

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

2,938,387 ⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the sole shareholder of OCM Principal Opportunities Fund IV Delaware GP Inc.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Principal Opportunities Fund IV GP, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of OCM Principal Opportunities Fund IV, L.P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Principal Opportunities Fund IV GP Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of OCM Principal Opportunities Fund IV GP, L..P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Capital Management, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA, PN

(1) Solely in its capacity as director of OCM Principal Opportunities Fund IV GP Ltd. and investment manager of OCM Principal Opportunities Fund IV, L.P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Holdings, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of Oaktree Capital Management, L.P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Fund GP I, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as sole shareholder of OCM Principal Opportunities Fund IV GP Ltd.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Capital I, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

OCM Holdings I, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of Oaktree Capital I, L.P.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the managing member of OCM Holdings I, LLC.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Capital Group, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the managing member of Oaktree Holdings, LLC and sole shareholder of Oaktree Holdings, Inc.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Capital Group Holdings, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the holder of the majority of voting units of Oaktree Capital Group, LLC.


CUSIP No.		64127C 10 7	13D

NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

Oaktree Capital Group Holdings GP, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

2,938,387 ⁽¹⁾

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,938,387 ⁽¹⁾

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,938,387

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.45%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

(1) Solely in its capacity as the general partner of Oaktree Capital Group Holdings, L.P.


CUSIP No.		64127C 10 7	13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Jordon L. Kruse


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION



		7	SOLE VOTING POWER

NUMBER OF			2,938,387

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,938,387

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,938,387

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	41.45%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		64127C 10 7	13D


1	NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Cassidy J. Traub


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION



		7	SOLE VOTING POWER

NUMBER OF			2,938,387

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,938,387

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,938,387

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	41.45%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

EXPLANATORY NOTE

On September 5, 2008, Cyanco Holding Corp., a Delaware corporation (“Parent”), and Calypso Acquisition Corp., a Utah corporation (the “Purchaser”), entered into Support Agreements (each a “Support Agreement” and together the “Support Agreements”) with John T. Day, the chief executive officer, President and a director of Nevada Chemicals, Inc., E. Bryan Bagley, the chairman of the board of directors of the Issuer, M. Garfield Cook, Nathan L. Wade and James E. Solomon, all directors of the Issuer, and the BLA Irrevocable Investment Trust (each a “Principal Shareholder” and collectively referred to herein as the “Principal Shareholders”). As of September 5, 2008, the Principal Shareholders owned an aggregate of 2,917,387 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Issuer and held options to purchase an additional 21,000 shares (the “Options”), all of which are subject to the terms and conditions of the Support Agreements. Pursuant to Section 4 of the Support Agreements, the Principal Shareholders have agreed to (a) validly tender or cause to be tendered all of the Common Stock of the Principal Shareholders in accordance with the terms of the Offer (as defined in the Agreement and Plan of Merger, dated as of September 5, 2008, by and among Cyanco Holding Corp., Calypso Acquisition Corp., and Nevada Chemicals, Inc, hereafter the “Merger Agreement”) and (b) not withdraw, or cause to be withdrawn, all or any portion of the Common Stock of the Principal Shareholders from the Offer in accordance with the terms of the Support Agreements except upon termination of the Merger Agreement in accordance with its terms. Under the Support Agreements, each Principal Shareholder agreed to vote, or cause to be voted, as requested by the Purchaser, all of such Principal Shareholder’s Common Stock (a) in favor of any merger or any other transaction pursuant to which Parent, Purchaser or any of their respective affiliates proposes to acquire the Issuer, whether by tender offer, merger, or otherwise, in which shareholders of the Issuer would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer, and/or (b) against any action, agreement or proposal which would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a material breach of any representation, warranty or covenant or any other obligation or agreement of the Issuer under or with respect to, the Offer or the Merger (defined below), the Merger Agreement, the Support Agreements or any of the transactions to which the Issuer is a party or transactions contemplated by the Support Agreements, including, (i) any other extraordinary corporate transaction, including, an Acquisition Proposal (as defined in the Merger Agreement), merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving the Issuer and a third party, or any other proposal of a third party to acquire the Issuer or all or substantially all of the assets thereof and (ii) any amendment of the articles of incorporation or by-laws of the Issuer. A copy of the Support Agreement with John T. Day is filed herewith as Exhibit (2.1) and a form of the Support Agreements with E. Bryan Bagley, M. Garfield Cook, Nathan L. Wade, James E. Solomon, and the BLA Irrevocable Investment Trust is filed herewith as Exhibit (2.2). A copy of the Merger Agreement is filed herewith as Exhibit (3).

Item 1. Security and Issuer.

The class of equity security to which this statement relates is the common stock, par value $0.001 per share, of Nevada Chemicals, Inc., a Utah corporation (the “Issuer”). The name and address of the principal executive offices of the Issuer are: Nevada Chemicals, Inc., 9149 South Monroe Plaza Way, Suite B, Sandy, Utah 84070.

Item 2. Identity and Background.

(a) This statement is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act “): Cyanco Holding Corp., a Delaware corporation (“Parent”), OCM Cyanco Holdings, LLC, a Delaware limited liability company (“Cyanco LLC”), OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (“Fund IV Delaware”), OCM Principal Opportunities Fund IV Delaware GP Inc., a Delaware corporation (“Fund IV Delaware GP”), OCM Principal Opportunities Fund IV, L.P., a Cayman Islands exempted limited partnership (“OCM Fund”), OCM Principal Opportunities Fund IV GP, L.P., a Cayman Islands exempted limited partnership (“OCM Fund GP”), OCM Principal Opportunities Fund IV GP Ltd., a Cayman Islands exempted company (“OCM Fund GP Ltd”), Oaktree Capital Management, L.P., a Delaware limited partnership (“Oaktree”), Oaktree Holdings, Inc., a Delaware corporation (“Holdings Inc”), Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), Jordon L. Kruse (“Kruse”) and Cassidy J. Traub (“Traub”).

OCGH GP is the general partner of OCGH, which in turn holds a majority of the voting units of OCG, which in turn is the managing member of Holdings, which in turn is the managing member of Holdings I, which in turn is the general partner of Capital I, which in turn is the general partner of GP I, which in turn is the sole shareholder of OCM Fund GP Ltd, which in turn is the general partner of OCM Fund GP, which in turn is the general partner of OCM Fund, which in turn is the sole shareholder of Fund IV Delaware GP, which in turn is the general partner of Fund IV Delaware, which in turn is the sole member of Cyanco LLC, which in

turn is the sole shareholder of Parent. OCG is also the sole shareholder of Holdings Inc, which in turn is the general partner of Oaktree, which in turn is the Director of OCM Fund GP Ltd. Kruse and Traub are both officers of Parent. Parent, Cyanco LLC, Fund IV Delaware, Fund IV Delaware GP, OCM Fund, OCM Fund GP, OCM Fund GP Ltd., Oaktree, Holdings Inc, GP I, Capital I, Holdings I, Holdings, OCG, OCGH , OCGH GP, Kruse and Traub are sometimes referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information by another Reporting Person.

(b) The address of the principal business and principal office of each of the Reporting Persons is 333 South Grand Ave., 28^th Floor, Los Angeles, California 90071.

Oaktree is principally engaged in the business of providing investment advice and management services to institutional and individual investors. Oaktree serves as the investment manager of OCM Fund and the director of OCM Fund GP Ltd;

Fund IV Delaware is principally engaged in the business of investing in entities over which there is a potential for such fund to exercise significant influence;

Fund IV Delaware GP is principally engaged in the business of serving as the general partner of Fund IV Delaware;

OCM Fund is principally engaged in the business of investing in securities and obligations of entities over which there is a potential for the OCM Fund to exercise significant influence;

OCM Fund GP is principally engaged in the business of serving as the general partner of OCM Fund;

OCM Fund GP Ltd is principally engaged in the business of serving as the general partner of OCM Fund GP;

GP I is principally engaged in the business of (i) serving as the general partner of certain investment funds or serving as or performing the functions of the managing member of the general partner of certain investment funds and (ii) acting as the sole shareholder of certain controlling entities of certain investment funds;

Capital I is principally engaged in serving as the general partner of GP I and holding limited partnership interests in GP I;

Holdings I is principally engaged in the business of serving as the general partner of Capital I;

Holdings is principally engaged in the business of serving as the managing member of Holdings I;

OCG is principally engaged in the business of acting as the holding company and controlling entity of each of the general partner and investment adviser of certain investment funds and separately managed accounts;

OCGH is principally engaged in the business of holding voting interests in OCG and other interests in each of the general partner and investment adviser of certain investment funds and separately managed accounts;

OCGH GP is principally engaged in the business of serving as the general partner of OCGH;

Parent and Cyanco LLC were formed for the purpose of acquiring the Issuer;

Kruse is principally engaged as a Managing Director of Oaktree Capital Management, L.P.; and

Traub is principally engaged as an Assistant Vice President of Oaktree Capital Management, L.P.

(d) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this statement, except as set forth in Schedule A, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order

enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) All individuals named in Schedule A to this statement are citizens of the United States.

The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement.

Certain information required by this Item 2 concerning the executive officers and members of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference.

Pursuant to rule 13d-4 of the Exchange Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

Item 3. Source and Amount of Funds or Other Consideration.

The Offer is not conditioned upon any financing arrangements. The total amount of funds required to purchase all of the Common Stock and Options pursuant to the Merger Agreement and the Offer is estimated to be approximately $94.6 million. Fund IV Delaware will fund this amount through equity contributions to the Purchaser. It is anticipated that Fund IV Delaware will draw down the funds from its general partner, Fund IV Delaware GP, which will in turn will draw the funds from its parent company, OCM Fund.

Item 4. Purpose of Transaction.

(a) - (g) and (j) Pursuant to the Merger Agreement, the Purchaser agreed to commence an offer to acquire all of the issued and outstanding Common Stock of the Issuer for $13.37 per share (the “Merger Consideration”), net to the seller, upon the terms and conditions set forth in the Merger Agreement. The purpose of the Offer is to acquire control of, and the entire equity interest in, the Issuer. The Merger Agreement also provides that, following the completion of the Offer at the Effective Time (as defined in the Merger Agreement), upon the terms and subject to the conditions of the Merger Agreement, the Purchaser will be merged with and into Issuer and the separate corporate existence of the Purchaser will cease (the “Merger”). Each share of Common Stock outstanding as of the Effective Time shall then be converted into the right to receive the Merger Consideration; each issued and outstanding share of Purchaser common stock shall be converted into one share of common stock of the Surviving Corporation (defined below); and all shares of Common Stock that are owned by the Issuer as treasury stock, or by the Parent, the Purchaser or any other wholly owned subsidiary of the Parent shall be cancelled and retired and no consideration shall be delivered in exchange therefore. Following the Merger, the Issuer will continue as the Surviving Corporation (the “Surviving Corporation”) and be a wholly owned subsidiary of the Parent.

The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the expiration of the Offer a number of shares of Common Stock which, together with shares beneficially owned by Parent or Purchaser, represent at least a majority of the then outstanding Common Stock on a fully diluted basis. The Merger Agreement further provides that upon purchase of and payment for any Common Stock by Parent, the Purchaser, or any of their affiliates pursuant to the Offer, if the Common Stock then held by Parent, Purchaser and any of their affiliates represents at least a majority of the outstanding Common Stock (on a fully diluted basis), then Parent is entitled to designate a number of directors, rounded up to the next whole number of directors, as will give Parent, the Purchaser or any of their affiliates representation on the board of directors of the Issuer equal to the product of (i) the total number of directors on the Issuer’s board multiplied by (ii) the percentage that the aggregate number of Common Stock beneficially owned by Parent, the Purchaser or any of their affiliates bears to the total amount of Common Stock then issued and outstanding. The Issuer will, upon request of Parent, use its reasonable best efforts to promptly (but in any event within ten days after receipt of such request), if necessary, either increase the size of the Issuer’s board or secure the resignations of such number of incumbent directors, or both, as is necessary to enable the Parent’s designees to be so elected or appointed at that time.

In connection and concurrent with the Merger Agreement and for the purpose of facilitating the transactions thereby, the parties enumerated in the “Explanatory Note” entered into the Support Agreement. Under the Support Agreement, the Principal Shareholders owned an aggregate of 2,917,387 shares of Common Stock and held 21,000 Options to purchase additional shares, all of which are subject to the terms and conditions of the Support Agreement. Pursuant to the Support Agreement, the Principal Shareholders have agreed to (a) within five business days of the commencement of the offer, validly tender or cause to be tendered all of the Common Stock of the Principal Shareholders in accordance with the terms of the Offer and (b) not withdraw, or cause to be withdrawn, all or any portion of the Common Stock of the Principal Shareholders from the Offer in accordance with the terms of the Support Agreements except upon termination of the Merger Agreement in accordance with its terms. Such Common Stock held by

the Principal Shareholders, including Options to purchase 21,000 shares of Common Stock held by such Principal Shareholders, represent approximately 41.45% of the total class of shares of Common Stock issued and outstanding.

The Merger Agreement also provides that, in connection with the Merger, at the Effective Time, upon the terms and subject to the conditions of the Merger Agreement, each Option issued and outstanding at that time shall be converted into the right to receive an amount equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price of the Option, and (y) the number of shares of Common Stock subject to Option immediately prior to its settlement (the “Option Consideration”). At the Effective Time, all Options shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of any such option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration.

Under the Support Agreements, each Principal Shareholder agreed to vote, or cause to be voted, as requested by the Purchaser, all of such Principal Shareholder’s Common Stock (a) in favor of any merger or any other transaction pursuant to which Parent, Purchaser or any of their respective affiliates proposes to acquire the Issuer, whether by tender offer, merger, or otherwise, in which shareholders of the Issuer would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer, and/or (b) against any action, agreement or proposal which would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a material breach of any representation, warranty or covenant or any other obligation or agreement of the Issuer under or with respect to, the Offer or the Merger, the Merger Agreement, the Support Agreements or any of the transactions to which the Issuer is a party or transactions contemplated by the Support Agreements, including, (i) any other extraordinary corporate transaction, including, an Acquisition Proposal, merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving the Issuer and a third party, or any other proposal of a third party to acquire the Issuer or all or substantially all of the assets thereof and (ii) any amendment of the articles of incorporation or by-laws of the Issuer.

Under the Support Agreements, each Principal Shareholder irrevocably granted to, and appointed, Kruse, Traub, or either of them, in their respective capacities as officers of Parent, and any individual who thereafter succeeds to any such office of Parent, their proxy and attorney-in-fact (with full power of substitution) to tender such Principal Shareholders’ Common Stock or to vote the Principal Shareholders’ Common Stock in favor of the Merger or as otherwise contemplated by the Support Agreements. The Support Agreements will terminate upon the termination of the Merger Agreement in accordance with its terms.

The Merger Agreement also provides the Parent and Purchaser an option, exercisable only if at the expiration of the offer, the aggregate amount of Common Stock validly tendered in accordance with the terms of the Offer and not withdrawn, when taken together with all Common Stock then owned by Parent, Purchaser, and their affiliates (collectively, the “Base Shares”), equal or exceed 80% of the outstanding Common Stock on a fully diluted basis immediately prior to the Expiration Date (as defined in the Merger Agreement) of the Offer, to purchase from the Issuer, at a price per share equal to the Merger Consideration, that number of newly issued shares of Common Stock as may be designated by the Parent or Purchaser, not to exceed the lowest number of shares of Common Stock that, when added to the Base Shares, shall constitute a sufficient number of shares of Common Stock to effect a short-form merger under Utah Revised Business Corporation Act 16-10a-1104. If such option is exercised, the Parent and Purchaser shall consummate the purchase of the additional Common Stock within five business days of the Expiration Date and contemporaneously with acceptance for payment and purchase of all Common Stock validly tendered pursuant to the Offer.

(h) The Common Stock is listed on Nasdaq. According to the published guidelines of Nasdaq, the Common Stock might no longer be eligible for listing on Nasdaq if, among other things, any or all of the following occur: (i) the number of shares of Common Stock publicly held is less than 750,000, (ii) the number of public shareholders is less than 400, (iii) the aggregate market value of publicly held Common Stock is less than $5,000,000 or (iv) there are not at least two registered and active market makers. Common Stock held directly or indirectly by directors or officers of the Issuer or by a beneficial owner of more than 10% of the Common Stock are not considered as being publicly held for purposes of determining compliance with these criteria. If, as a result of the purchase of Common Stock pursuant to the Offer, the Merger or otherwise, the Common Stock no longer meet the requirements of Nasdaq for continued listing, the listing of the Common Stock on Nasdaq will be discontinued.

(i) Parent currently intends to seek to cause the Issuer to terminate the registration of the Common Stock under the Exchange Act upon completion of the Merger.

Item 5. Interest in Securities of the Issuer.

As of the date hereof, the Reporting Persons own no Common Stock. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Under the Support Agreement, the Principal Shareholders granted to, and appointed, Messers Kruse and Traub, in their respective capacities as officers of Parent, and any individual who thereafter succeeds to any such office of Parent, their proxy and attorney-in-fact to tender such Principal Shareholders’ Common Stock or to vote the Principal Shareholders’ Common Stock as described above. As a result of being granted the proxies of and appointed as attorney-in-fact for the Principal Shareholders, Messers Kruse and Traub may be deemed to possess beneficial ownership of an aggregate of 2,938,387 shares of

Common Stock representing approximately 41.45% of the total class of Common Stock issued and outstanding. To the extent that the other Reporting Persons have the power to control Messers Kruse and Traub and appoint their successors, whether directly or indirectly solely in their capacities as control persons over an entity in the control chain, the other Reporting Persons may also be deemed to possess beneficial ownership of an aggregate of 2,938,387 shares of Common Stock representing approximately 41.45% of the total class of Common Stock issued and outstanding. The Reporting Persons and the other persons listed on Schedule A hereto, however, disclaim beneficial ownership of such securities, and this statement shall not be construed as an admission that any Reporting Person or those listed on Schedule A hereto is the beneficial owner for any purpose of the securities covered by this 13D disclosure.

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

(a) As of the date hereof, the Reporting Persons may beneficially own an aggregate of 2,938,387 shares of Common Stock (including Options to purchase 21,000 shares of Common Stock pursuant to the Support Agreement), or approximately 41.45% of the 7,067,172 shares of Common Stock issued and outstanding (based on the number of shares of Common Stock represented to be issued and outstanding as of September 5, 2008 by the Issuer in the Merger Agreement).

(b) Prior to September 5, 2008, none of the Reporting Persons owned or was the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act) of any Common Stock. Upon execution of the Support Agreement, the Reporting Persons may be deemed to have acquired “beneficial ownership” (as defined in Rule 13d-3 promulgated under the Exchange Act) of the Common Stock, because, pursuant to the Support Agreement, the Reporting Persons may be deemed to have acquired the shared power to vote or direct the vote and to dispose or to direct the disposition of the 2,938,387 shares of Common Stock (including Options to purchase 21,000 shares pursuant to the Support Agreement), or approximately 41.45% of the 7,067,172 shares of Common Stock issued and outstanding (based on the number of shares of Common Stock represented to be issued and outstanding as of September 5, 2008 by the Issuer in the Merger Agreement).

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, the Reporting Persons do not have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock of the Issuer reported by this statement.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Reference is made to the responses to Items 1, 2, 3, 4 and 5 of this Statement which is incorporated by reference in response to this Item.

In connection with the Merger Agreement, the Issuer and OCM Fund entered into a guarantee (the “Guarantee”), dated September 5, 2008, whereby OCM Fund unconditionally guarantees to the Company the due and punctual payment, performance and discharge of all the obligations of the Parent and the Purchaser under the Merger Agreement (the “Obligations”). Pursuant to the Guarantee, the Issuer may, in its sole discretion, bring and prosecute a separate action or actions against the OCM Fund for the full amount of the Obligations, regardless whether action is brought against Parent, the Purchaser, or any other guarantor or person. No recourse may be had under the Guarantee against any officer, agent or employee of OCM Fund, its general partner, its management company or any of its co-investors or any partner or member of OCM Fund, its general partner, its management company or its co-investors or any director, principal, officer, employee, partner, affiliate, assignee, or representative of the foregoing. A copy of the Guarantee has been filed as an exhibit hereto as Exhibit 4 and is incorporated herein by reference.

Item 7. Material to be filed as Exhibits.


Exhibit 1		Schedule 13D Joint Filing Agreement, dated September 15, 2008 by and among each of the Reporting Persons.

Exhibit 2.1		Support Agreement, dated as of September 5, 2008, among Cyanco Holding Corp., Calypso Acquisition Corp., and John T. Day.

Exhibit 2.2		Support Agreement, dated as of September 5, 2008, among Cyanco Holding Corp., Calypso Acquisition Corp., and E. Bryan Bagley. Substantially identical Support Agreements were entered into with M. Garfield Cook, Nathan L. Wade, James E. Solomon and the BLA Irrevocable Investment Trust and are omitted here.

Exhibit 3		Agreement and Plan of Merger, dated as of September 5, 2008, by and among Cyanco Holding Corp., Calypso Acquisition Corp., and Nevada Chemicals, Inc., incorporated by reference to Exhibit 2.1 to Nevada Chemicals, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 8, 2008.

Exhibit 4		Guarantee, dated as of September 5, 2008, between Nevada Chemicals, Inc. and OCM Principal Opportunities Fund IV, L.P.

Exhibit 5.1		Powers of Attorney for the Reporting Persons, except Jordon Kruse and Cass Traub, dated September 8, 2008.

Exhibit 5.2		Powers of Attorney for Jordon Kruse and Cass Traub, dated September 11, 2008.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: September 15, 2008


		OCM CYANCO HOLDINGS, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		CYANCO HOLDING CORP.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.

		By: OCM Principal Opportunities Fund IV Delaware GP Inc.
		Its: General Partner

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

		By:		OCM Principal Opportunities Fund IV GP, L.P.
		Its:		General Partner

		By:		OCM Principal Opportunities Fund IV GP Ltd.
		Its:		General Partner

		By:		Oaktree Capital Management, L.P.
		Its:		Director

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.

		By:		OCM Principal Opportunities Fund IV GP Ltd.
		Its:		General Partner

		By:		Oaktree Capital Management, L.P.
		Its:		Director

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact


		OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.

		By:		Oaktree Capital Management, L.P.
		Its:		Director

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL MANAGEMENT, L.P.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE FUND GP I, L.P.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL I, L.P.

		By:		OCM Holdings I, LLC
		Its:		General Partner

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM HOLDINGS I, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE HOLDINGS, LLC

		By:		Oaktree Capital Group, LLC
		Its:		Managing Member

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE HOLDINGS, INC.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL GROUP, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL GROUP HOLDINGS, L.P.

		By:		Oaktree Capital Group Holdings GP, LLC
		Its:		General Partner


		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		JORDON KRUSE

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		CASS TRAUB

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

SCHEDULE A

OCM Cyanco Holdings, LLC

OCM Principal Opportunities Fund IV Delaware, L.P. is the sole member of OCM Cyanco Holdings, LLC. The name and principal occupation of each of the directors and executive officers of OCM Cyanco Holdings, LLC are listed below.


Name		Principal Occupation
Jordon Kruse		Managing Director of Oaktree Capital Management, L.P.
Cass Traub		Assistant Vice President of Oaktree Capital Management, L.P.

Cyanco Holding Corp

The name and principal occupation of each of the directors and executive officers of Cyanco Holding Corp. are listed below.


Name		Principal Occupation
Jordon Kruse		Managing Director of Oaktree Capital Management, L.P.
Cass Traub		Assistant Vice President of Oaktree Capital Management, L.P.

Oaktree Capital Group Holdings GP, LLC

The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.


Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer , Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
D. Richard Masson		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Oaktree Capital Group Holdings, L.P.

The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, LLC. There are no executive officers and directors appointed at Oaktree Capital Group Holdings, L.P.

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.


Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer , Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
D. Richard Masson		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

Oaktree Holdings, LLC

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC. There are no executive officers and directors appointed at Oaktree Holdings, LLC.

OCM Holdings I, LLC

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC. The name and principal occupation of each of the executive officers of OCM Holdings I, LLC are listed below.


Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.

Oaktree Capital I, L.P.

OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P. There are no executive officers or directors appointed at Oaktree Capital I, L.P.

Oaktree Fund GP I, L.P.

Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P. There are no executive officers or directors appointed at Oaktree Fund GP I, L.P.

OCM Principal Opportunities Fund IV GP Ltd.

Oaktree Fund GP I, L.P. is the sole shareholder of OCM Principal Opportunities Fund IV GP Ltd., which is a Cayman Islands exempted company. Oaktree Capital Management, L.P. (“Oaktree”) is the sole director of OCM Principal Opportunities Fund IV GP Ltd.

OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV GP Ltd. is the general partner of OCM Principal Opportunities Fund IV GP, L.P. There are no executive officers or directors appointed at OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV, L.P.

OCM Principal Opportunities Fund IV GP, L.P. is the general partner of OCM Principal Opportunities Fund IV, L.P. There are no executive officers or directors appointed at OCM Principal Opportunities Fund IV, L.P.

OCM Principal Opportunities Fund IV Delaware GP Inc.

OCM Principal Opportunities Fund IV, L.P. is the sole shareholder of OCM Principal Opportunities Fund IV Delaware GP Inc. There are no executive officers or directors appointed at OCM Principal Opportunities Fund IV Delaware GP Inc.

OCM Principal Opportunities Fund IV Delaware, L.P.

OCM Principal Opportunities Fund IV Delaware GP Inc. is the general partner of OCM Principal Opportunities Fund IV Delaware, L.P. There are no executive officers or directors appointed OCM Principal Opportunities Fund IV Delaware, L.P.

Oaktree Holdings, Inc.

The name and principal occupation of each of the directors and executive officers of Oaktree Holdings, Inc. are listed below.


Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer , Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.

Oaktree Capital Management, L.P.

Oaktree Holdings, Inc. is the general partner of Oaktree. The name and principal occupation of each of the members of the executive officers of Oaktree are listed below.


Name		Principal Occupation
Howard S. Marks		Chairman of the Board of Oaktree Capital Group, LLC and Chairman of Oaktree Capital Management, L.P.
Bruce A. Karsh		President and Director of Oaktree Capital Group, LLC and President of Oaktree Capital Management, L.P.
John B. Frank		Managing Principal and Director of Oaktree Capital Group, LLC and Managing Principal of Oaktree Capital Management, L.P.
David M. Kirchheimer		Chief Financial Officer, Chief Administrative Officer and Director of Oaktree Capital Group, LLC and Chief Financial Officer , Chief Administrative Officer and Principal of Oaktree Capital Management, L.P.
Sheldon M. Stone		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
D. Richard Masson		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Larry W. Keele		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Stephen A. Kaplan		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
Kevin L. Clayton		Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.

In May 2005, the U.S. Securities and Exchange Commission (the “SEC”) accepted Oaktree’s offer to resolve an investigation into four alleged violations by Oaktree’s emerging markets fund of an SEC trading rule, Rule 105 of Regulation M, which prohibits the use of stock acquired in a public offering to cover a short position entered into in the five business days before the offering. Oaktree cooperated immediately and fully with the SEC’s inquiry into this matter and readily agreed to enter into a cease-and-desist order requiring Oaktree to (a) implement written compliance policies and procedures reasonably designed to prevent violations of Regulation M, review those policies and procedures annually and require the chief compliance officer to administer these policies and procedures; (b) pay disgorgement and prejudgment interest of $175,928; and (c) pay a civil money penalty in the amount of $169,773. In accepting Oaktree’s offer of settlement, the SEC took specific note of the “remedial acts promptly undertaken by Oaktree and cooperation afforded the Commission staff.” Oaktree has updated its firm compliance manual to ensure that it addresses the requirements of Rule 105 of Regulation M and outlines the policies and procedures Oaktree has designed to reasonably prevent further violations.

The filing of this statement shall not be construed as an admission that any of such individuals is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date: September 15, 2008


		OCM CYANCO HOLDINGS, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		CYANCO HOLDING CORP.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.

		By: OCM Principal Opportunities Fund IV Delaware GP Inc.
		Its: General Partner

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

		By:		OCM Principal Opportunities Fund IV GP, L.P.
		Its:		General Partner

		By:		OCM Principal Opportunities Fund IV GP Ltd.
		Its:		General Partner

		By:		Oaktree Capital Management, L.P.
		Its:		Director

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.

		By:		OCM Principal Opportunities Fund IV GP Ltd.
		Its:		General Partner

		By:		Oaktree Capital Management, L.P.
		Its:		Director

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact


		OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.

		By:		Oaktree Capital Management, L.P.
		Its:		Director

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL MANAGEMENT, L.P.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE FUND GP I, L.P.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL I, L.P.

		By:		OCM Holdings I, LLC
		Its:		General Partner

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OCM HOLDINGS I, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE HOLDINGS, LLC

		By:		Oaktree Capital Group, LLC
		Its:		Managing Member

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE HOLDINGS, INC.

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL GROUP, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL GROUP HOLDINGS, L.P.

		By:		Oaktree Capital Group Holdings GP, LLC
		Its:		General Partner


		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		JORDON KRUSE

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

		CASS TRAUB

		By:		/s/ Dennis M. Myers, P.C.

		Name:		Dennis M. Myers, P.C.
		Its:		Attorney-in-fact

EX-2.1 2 c35492exv2w1.htm EX-2.1 EX-2.1

Exhibit 2.1

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated September 5, 2008, is by and among Cyanco Holding Corp., a Delaware corporation (“Parent”), Calypso Acquisition Corp., a Utah corporation (“Purchaser”), and Dr. John T. Day, an individual and holder of shares of Common Stock (as defined below) (the “Stockholder”).

WHEREAS, Parent, Purchaser and Nevada Chemicals, Inc., a Utah corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), which provides, among other things, for the merger of Purchaser with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement;

WHEREAS, as of the date hereof, the Stockholder beneficially owns 530,313 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) (such shares of Common Stock, together with any other shares of Common Stock acquired (whether beneficially or of record) by the Stockholder after the date hereof and prior to the termination of all of the Stockholder’s obligations under this Agreement are collectively referred to herein as the “Stockholder’s Shares”);

WHEREAS, as of the date hereof, the Stockholder beneficially owns no options to acquire shares of Common Stock (such options to acquire shares of Common Stock, together with any other options, warrants and/or other rights acquired (whether beneficially or of record) by the Stockholder after the date hereof and prior to the termination of all of the Stockholder’s obligations under this Agreement are collectively referred to herein as the “Stockholder’s Options”); and

WHEREAS, as a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement and as an inducement and in consideration therefor, the Stockholder has agreed to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

SECTION 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Purchaser as follows:

(a) Ownership. The Stockholder (i) is the record or beneficial owner, and has good and marketable title to, the Stockholder’s Shares free and clear of any and all liens, claims, security interests, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances whatsoever on title, transfer or exercise of any rights of the Stockholder in respect of the Stockholder’s Shares (collectively, “Encumbrances”); (ii) is the record or beneficial holder of the Stockholder’s Options, free and clear of any and all Encumbrances; (iii) does not own, of record or beneficially, any shares of capital stock of the Company (or any options, warrants and/or other rights to acquire any such shares) other than the Stockholder’s

Shares and the Stockholder’s Options set forth in the second and third Recitals hereto, respectively; and (iii) has the sole right to vote, sole power of disposition, sole power to issue instructions with respect to the matters set forth herein, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Stockholder’s Shares and the Stockholder’s Options, with no material limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws, the terms of any agreement (including the Company Stock Option Plan) pursuant to which the Stockholder’s Options were granted (a complete and correct copy of which has been delivered to Parent and Purchaser), and the terms of this Agreement.

(b) Power; Enforceability. The Stockholder has all requisite power and authority to execute and deliver this Agreement and to perform his obligations hereunder and otherwise consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Stockholder, and constitutes a valid and binding obligation of the Stockholder enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally.

(c) No Conflict. The execution and delivery of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby will not (i) result in a violation of, or a default under, or conflict with any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which the Stockholder is a party or by which the Stockholder is bound or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to the Stockholder. The Stockholder represents and warrants that he has not had any agreement, arrangement or understanding with Parent or Purchaser with respect to the Stockholder’s Shares or the Stockholder’s Options prior to the execution of this Agreement or the time at which the Board of Directors of the Company approved the Merger Agreement.

(d) No Filings; Consents. Other than as required under the applicable requirements of the Securities Exchange Act of 1934, as amended and including any regulations promulgated thereunder, no consents or approvals of or filings or registrations with any Governmental Entity are necessary in connection with (i) the execution and delivery by the Stockholder of this Agreement and (ii) the performance by the Stockholder of his respective obligations under this Agreement.

(e) Litigation. There is no action, suit, investigation, complaint or other proceeding pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder or any other holder of Common Stock or other Person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party or beneficiary of its rights under this Agreement or the performance by any party of its obligations under this Agreement.

(f) Stockholder Has Adequate Information. The Stockholder is a sophisticated investor and has independently and without reliance upon Parent or Purchaser, and based on such information as the Stockholder has deemed appropriate, made his own analysis and decision to enter into this Agreement. The Stockholder has received and reviewed the Merger Agreement

and acknowledges that neither Parent nor Purchaser has made nor makes any representation or warranty to the Stockholder, whether express or implied, of any kind or character except as expressly set forth in this Agreement.

(g) No Setoff. To the knowledge of the Stockholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of the Company, as applicable, to reduce the amount of the Stockholder’s Shares or affect the validity or enforceability of the Stockholder’s Shares.

(h) Reliance. The Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

SECTION 2. Representations and Warranties of Parent and Purchaser. Each of Parent and Purchaser hereby, jointly and severally, represents and warrants to the Stockholder as follows:

(a) Organization; Power. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and each of Parent and Purchaser has all requisite corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and otherwise consummate the transactions contemplated hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

(b) Enforceability. This Agreement has been duly authorized, executed and delivered by each of Parent and Purchaser, and constitutes a valid and binding obligation of Parent and Purchaser enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally.

(c) No Conflict. The execution and delivery of this Agreement and the consummation by Parent and Purchaser of the transactions contemplated hereby will not (i) result in a violation of, or a default under, or conflict with (x) any provisions of the organizational documents of Parent or Purchaser or (y) any contract, trust, commitment, agreement, understanding, arrangement or restriction of any kind to which such Parent or Purchaser is a party or by which Parent or Purchaser or their assets are bound, or (ii) violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to Parent or Purchaser.

SECTION 3. Transfer of the Stockholder’s Shares or Stockholder’s Options; Other Actions. Prior to the termination of this Agreement, except as otherwise provided herein or as agreed to in writing by Parent, the Stockholder hereby agrees that he will not, directly or indirectly: (a) transfer, assign, sell, gift-over, pledge or otherwise dispose of (“Transfer”) any or all of the Stockholder’s Shares or the Stockholder’s Options, or any right or interest therein, or make any offer or agreement relating thereto; (b) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Stockholder’s Shares; or (c) deposit any of the Stockholder’s Shares into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Stockholder’s Shares.

SECTION 4. Covenant to Tender. The Stockholder hereby agrees that he will validly tender (or cause the record owner of such shares to validly tender) the Stockholder’s Shares pursuant to and in accordance with the terms of the Offer, as soon as practicable after commencement of the Offer (but in no event later than five business days after the filing of the Schedule TO by the Parent and/or Purchaser with the SEC in the case of the Stockholder’s Shares then owned by the Stockholder, or the first business day following their acquisition in the case of any additional shares of Common Stock acquired by the Stockholder), by physical delivery of the certificates therefor (or instructions for such delivery to the record owner of such shares) and to not withdraw the Stockholder’s Shares, except following termination of this Agreement pursuant to Section 11 hereof. The Stockholder hereby acknowledges and agrees that Parent’s and the Purchaser’s obligation to accept for payment and pay for the Stockholder’s Shares is subject to the terms and conditions of the Offer. The Stockholder hereby agrees to permit Parent and the Purchaser to publish and disclose in the Offer Documents the identity and ownership of the Stockholder’s Shares and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement.

SECTION 5. Covenant to Vote. The Stockholder hereby agrees to vote (or to cause the voting of) all of the Stockholder’s Shares beneficially owned or controlled by the Stockholder, or to grant a consent or approval in respect of the Stockholder’s Shares, in connection with any meeting of the stockholders of the Company (a) in favor of any merger or any other transaction pursuant to which Parent, Purchaser or any of their respective Affiliates proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer, and/or (b) against any action, agreement or proposal which would or could reasonably be expected to impede, frustrate, prevent, nullify or result in a material breach of any representation, warranty or covenant or any other obligation or agreement of the Company under or with respect to, the Offer or the Merger, the Merger Agreement, this Agreement or any of the transactions to which the Company is a party or transactions contemplated by this Agreement, including, (i) any other extraordinary corporate transaction, including, an Acquisition Proposal, merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof and (ii) any amendment of the articles of incorporation or By-laws of the Company. The Stockholder shall not commit or agree to take any action inconsistent with the foregoing.

SECTION 6. Grant of Irrevocable Proxy; Appointment of Proxy.

(a) The Stockholder hereby irrevocably grants to, and appoints Jordon Kruse and Cass Traub, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to tender the Stockholder’s Shares as contemplated by Section 4 or to vote the Stockholder’s Shares in favor of the Merger and otherwise as contemplated by Section 5.

(b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Shares are revocable, and that any such proxies are hereby revoked.

(c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement and is intended to be irrevocable. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

SECTION 7. Approval. The Stockholder hereby consents to the actions taken by the Board of Directors of the Company in adopting, approving and declaring advisable this Agreement, the Merger Agreement, the Offer and the other transactions contemplated hereby or thereby. In addition, the Stockholder hereby (a) agrees to resign from any and all positions of employee, director and/or officer of the Company and/or any of its Subsidiaries, effective immediately upon the earlier of (i) Parent’s request at any time after the purchase of Shares by Purchaser pursuant to the Offer and (ii) the Effective Time, and (b) acknowledges and agrees that, notwithstanding anything to the contrary set forth in the Company Stock Option Plan or in any agreement entered into in connection therewith, as of the Effective Time, the Stockholder’s Options (to the extent not previously exercised) shall no longer be outstanding, shall automatically be canceled and retired, and shall cease to exist, and the Stockholder shall cease to have any rights with respect thereto, except the right to receive the Option Consideration into which the Stockholder’s Options shall have been converted pursuant to and in accordance with the terms of the Merger Agreement.

SECTION 8. Noncompetition, Nonsolicitation, Nondisclosure. In consideration of Purchaser’s agreement to purchase the Stockholder’s Shares pursuant to the Offer and Parent’s and Purchaser’s agreement to enter into this Agreement and the Merger Agreement, and as a condition thereto, the Stockholder covenants and agrees as follows:

(a) Non-Competition. During the period commencing on the date upon which the Purchaser or any of its Affiliates purchases Shares pursuant to the Offer (the “Purchase Date”) and ending on the fifth anniversary thereof (the “Restricted Period”), the Stockholder shall not, directly or indirectly through another Person, own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, officer, director, employee, partner, investor, agent, representative or otherwise), consult with or render services for any Person or business, or otherwise engage anywhere in any business, engaged or planning to engage, directly or indirectly in manufacturing, marketing or selling liquid or solid sodium cyanide or other cyanide salt products, equipment or consultancy services in or into North America, or in any other business in which the Company or any of its Subsidiaries has engaged at any time within the two-year period immediately preceding the Purchase Date; provided that nothing in this Section 8(a) shall prevent the Stockholder from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation. The Stockholder acknowledges that the restrictions set forth above are reasonable and necessary to protect the

goodwill of the Company’s and its Subsidiaries’ businesses being sold pursuant to the Merger Agreement.

(b) Non-Solicitation. During the Restricted Period, the Stockholder shall not, directly, or indirectly through another Person, (i) induce or attempt to induce any employee of the Company or any of its Subsidiaries to leave the employ of the Company or any of its Subsidiaries, or in any way interfere with the relationship between the Company or any of its Subsidiaries and any employee thereof, (ii) hire or otherwise retain for services any person who was an employee of Cyanco at any time during the one-year period immediately prior to the Purchase Date, or (iii) call on, solicit or service any customer, supplier, licensee, licensor, lessor or other business relation of the Company or any of its Subsidiaries (including any Person that was a customer or supplier or other potential or prospective business relation of the Company or any of its Subsidiaries at any time during the one-year period immediately prior to such call, solicit or service), induce or attempt to induce such Person to cease doing business with the Company or any of its Subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee, business relation, or other potential or prospective business relation and the Company or any of its Subsidiaries (including making any negative statements or communications about the Company or any of its Subsidiaries or any of their respective stockholders, directors, officers or employees).

(c) Nondisclosure. The Stockholder agrees that, from and after the Purchase Date, he shall (and shall cause his Affiliates, agents, advisors, counsel and other representatives to) treat and hold as confidential all information concerning the businesses and affairs of the Company or any of its Subsidiaries (including all Intellectual Property of the Company and its Subsidiaries) (the “Confidential Information”) and, except as otherwise expressly permitted by this Agreement, refrain from using any of the Confidential Information and, upon the request of Parent at any time after the Purchase Date, deliver promptly to Parent or destroy all tangible embodiments (and all copies) of the Confidential Information which are in the Stockholder’s possession or otherwise under the Stockholder’s control. In the event that the Stockholder or any of his Affiliates, agents, advisors, counsel or other representatives is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, the Stockholder shall notify Parent promptly of the request or requirement so that Parent may seek an appropriate protective order or waive compliance with the provisions of this Section 8(c). If, in the absence of a protective order or the receipt of a waiver hereunder, the Stockholder or any of his Affiliates, agents, advisors, counsel or other representatives is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, such Person may disclose the Confidential Information to the tribunal; provided that such Person shall use best efforts to cooperate with Parent in obtaining, at the request and expense of Parent, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed as Parent shall designate. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information shall not include information which is or becomes generally available to the public other than as a result of a disclosure by the Stockholder or any of his Affiliates, agents, advisors, counsel or other representatives in violation of this Agreement.

(d) Acknowledgments. If, at the time of enforcement of the covenants contained in this Section 8 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Stockholder has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s and its Subsidiaries’ businesses and the substantial investment in the Company made by Parent and Purchaser pursuant to the Merger Agreement. The Stockholder further acknowledges and agrees that the Restrictive Covenants are being entered into by him in connection with the proposed sale of Stockholder’s Shares pursuant to the Merger Agreement and not directly or indirectly in connection with the Stockholder’s employment or other relationship with the Company or any of its Subsidiaries.

SECTION 9. General Release. Effective as of immediately prior to the purchase of Shares by the Purchaser or any of its Affiliates pursuant to the Offer, the Stockholder, on behalf of himself and his successors, assigns, next-of-kin, representatives, administrators, executors, Affiliates, stockholders, members, partners, directors, managers, officers, employees and agents, and any other person or entity claiming by, through, or under any of the foregoing, does hereby unconditionally and irrevocably release, waive and forever discharge each of Purchaser, Parent, the Company and each of their respective past and present stockholders, members, partners, directors, managers, officers, employees, agents, predecessors, successors, assigns, insurers and Affiliates (collectively, the “Released Parties”), from any and all claims, demands, damages, judgments, causes of action, obligations and liabilities of any nature whatsoever, whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to the Effective Time, including without limitation, any and all of the foregoing arising out of or relating to (a) the Stockholder’s capacity as a current or former stockholder, member, partner, director, manager, officer, employee or agent of any of the Released Parties or any of their respective predecessors, successors, assigns or affiliates (or the Stockholder’s capacity as a current or former stockholder, member, partner, director, manager, officer, employee or agent of any other entity in which capacity the Stockholder is or was serving at the request of any of the Released Parties), or (b) any contract, agreement or other arrangement (whether verbal or written) (other than the Merger Agreement or this Agreement) entered into or established at or prior to the Effective Time (with the effect that any such contract, agreement or other arrangement, including any provision purporting to survive termination of such contract, agreement or other arrangement, is hereby terminated in its entirety effective as of the Effective Time), in all cases whether or not known, suspected or claimed, arising directly or indirectly from any act, omission, event or transaction occurring (or any circumstances existing) at or prior to Effective Time. The Stockholder understands that this is a full and final general release of all claims, demands, causes of action, obligations and liabilities of any nature whatsoever, whether or not known, suspected or claimed, that could have been asserted in any legal or equitable proceeding against any of the Released Parties. Notwithstanding this Section 9, each of Parent, Purchaser and the Company shall remain liable with respect to any liabilities or obligations such Released Party has to the Stockholder

pursuant to the Merger Agreement (as to Stockholders of the Company generally) or this Agreement.

SECTION 10. Further Assurances. The Stockholder shall, upon request of Parent or Purchaser, execute and deliver any additional documents and take such further actions as may reasonably be deemed by Parent or Purchaser to be necessary or desirable to carry out the provisions of this Agreement.

SECTION 11. Termination. The provisions of this Agreement, other than Sections 13 and 15 (each of which shall survive any termination of this Agreement), shall terminate upon, but only upon, termination of the Merger Agreement in accordance with its terms; provided, however, that nothing herein shall relieve any party from liability for any pre-termination breach hereof.

SECTION 12. Waiver of Appraisal and Dissenter’s Rights. The Stockholder waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have with respect to the Stockholder’s Shares.

SECTION 13. Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses.

SECTION 14. Stop Transfer Order. In furtherance of this Agreement, the Stockholder hereby authorizes the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Stockholder’s Shares (and that this Agreement places limits on the voting and transfer of such shares).

SECTION 15. Miscellaneous.

(a) Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in Person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) or by a nationally recognized overnight courier service to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15:

If to Stockholder, to:

John T. Day
5 Dawn Hill
Sandy, Utah 84092

with a copy, which shall not constitute notice, to:

Nevada Chemicals, Inc.
9149 South Monroe Plaza Way, Suite B
Sandy, UT 84070
Telecopy: (801) 984-0231

and

Parr Waddoups Brown Gee & Loveless
Attn: Scott W. Loveless
185 South State St., Suite 1300
Salt Lake City, Utah 84111
Telephone No.: (801) 532-7840
Telecopy No.: (801) 532-7750

If to Parent or Purchaser, to:

Cyanco Holding Corp.
Calypso Acquisition Corp.
c/o Oaktree Capital Management, L.P.
333 S. Grand Ave., 28th Floor
Los Angeles, California 90071
Telecopy: (213) 830-6394
Attention: Jordon L. Kruse

with a copy, which shall not constitute notice, to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Telecopy: (312) 861-2200
Attention: Christopher J. Greeno

(b) Headings; Interpretation; Construction. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” This Agreement and any documents or instruments delivered pursuant hereto or in connection herewith shall be construed without regard to the identity of the Person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instruments shall be construed as though all of the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement or such other documents and instruments.

(c) Counterparts. This Agreement may be executed manually or by facsimile or electronic mail by the parties hereto, in any number of counterparts, each of which shall be considered one and the same agreement and shall become effective when a counterpart hereof shall have been signed by each of the parties and delivered to the other parties.

(d) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and

understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement is not intended and does not confer upon any person other than the parties hereto any rights hereunder.

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Utah.

(f) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties except that Parent and Purchaser may assign, in their sole discretion and without the consent of any other party, any or all of their rights, interests and obligations hereunder to each other or to one or more direct or indirect wholly-owned subsidiaries of Parent (each, an “Assignee”). Any such Assignee may thereafter assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to one or more additional Assignees. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by, the parties and their respective successors and assigns, and the provisions of this Agreement are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(g) Severability of Provisions. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions are fulfilled to the extent possible.

(h) Specific Performance; Non-Exclusivity. The Stockholder acknowledges and agrees that money damages will not be an adequate remedy for any breach or threatened breach of the provisions of this Agreement and that, in such event, Parent, Purchaser and/or their respective successors or assigns shall, in addition to any other rights and remedies existing in their favor, be entitled to specific performance, injunctive and/or other relief from any court of competent jurisdiction in order to enforce or prevent any violations of the provisions of this Agreement (including the extension of the Restricted Period with respect to the Stockholder by a period equal to the length of the court proceedings necessary to stop such violation). Any injunction shall be available without the posting of any bond or other security. The rights and remedies of Parent and Purchaser hereunder are not exclusive of or limited by any other rights or remedies that Parent and Purchaser may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).

(i) Amendment. No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party.

(j) Binding Nature. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.

[signature page follows]

IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have caused this Agreement to be duly executed and delivered as of the date first written above.


		CYANCO HOLDING CORP.

		By:		/s/ Jordon Kruse

				Name: Jordon Kruse
				Title: President

		CALYPSO ACQUISITION CORP.

		By:		/s/ Jordon Kruse

				Name: Jordon Kruse
				Title: President

		/s/ John T. Day

		Dr. John T. Day

EX-2.2 3 c35492exv2w2.htm EX-2.2 EX-2.2

Exhibit 2.2

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated September 5, 2008, is by and among Cyanco Holding Corp., a Delaware corporation (“Parent”), Calypso Acquisition Corp., a Utah corporation (“Purchaser”), and E. Bryan Bagley, an individual and holder of shares of Common Stock (as defined below) (the “Stockholder”).

WHEREAS, as of the date hereof, the Stockholder beneficially owns 2,103,852 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) (such shares of Common Stock, together with any other shares of Common Stock acquired (whether beneficially or of record) by the Stockholder after the date hereof and prior to the termination of all of the Stockholder’s obligations under this Agreement are collectively referred to herein as the “Stockholder’s Shares”);

SECTION 1. Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to Parent and Purchaser as follows:

SECTION 2. Representations and Warranties of Parent and Purchaser. Each of Parent and Purchaser hereby, jointly and severally, represents and warrants to the Stockholder as follows:

SECTION 6. Grant of Irrevocable Proxy; Appointment of Proxy.

(b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder’s Shares are revocable, and that any such proxies are hereby revoked.

(a) Non-Competition. During the period commencing on the date upon which the Purchaser or any of its Affiliates purchases Shares pursuant to the Offer (the “Purchase Date”) and ending on the fifth anniversary thereof (the “Restricted Period”), the Stockholder shall not, directly or indirectly through another Person, own any interest in, manage, control, participate in (whether as an owner, operator, manager, consultant, officer, director, employee, partner, investor, agent, representative or otherwise), consult with, render services for, or otherwise engage anywhere in any business engaged directly or indirectly in manufacturing, marketing or selling liquid or solid sodium cyanide or other cyanide salt products, equipment or consultancy services, or in any other business in which the Company or any of its Subsidiaries has engaged at any time within the two-year period immediately preceding the Purchase Date; provided that nothing in this Section 8(a) shall prevent the Stockholder from being a passive owner of not more than 1% of the outstanding stock of any class of a corporation which is publicly traded so long as none of such Persons has any active participation in the business of such corporation. The Stockholder acknowledges that the restrictions set forth above are reasonable and necessary to protect the goodwill of the Company’s and its Subsidiaries’ businesses being sold pursuant to the Merger Agreement.

substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. The Stockholder has consulted with legal counsel regarding the Restrictive Covenants and based on such consultation has determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company’s and its Subsidiaries’ businesses and the substantial investment in the Company made by Parent and Purchaser pursuant to the Merger Agreement. The Stockholder further acknowledges and agrees that the Restrictive Covenants are being entered into by him in connection with the proposed sale of Stockholder’s Shares pursuant to the Merger Agreement and not directly or indirectly in connection with the Stockholder’s employment or other relationship with the Company or any of its Subsidiaries.

SECTION 10. Further Assurances. The Stockholder shall, upon request of Parent or Purchaser, execute and deliver any additional documents and take such further actions as may reasonably be

deemed by Parent or Purchaser to be necessary or desirable to carry out the provisions of this Agreement.

SECTION 15. Miscellaneous.

If to Stockholder, to:

E. Bryan Bagley

1470 Arlington Drive
Salt Lake City, Utah 84103

with a copy, which shall not constitute notice, to:

Nevada Chemicals, Inc.
9149 South Monroe Plaza Way, Suite B
Sandy, UT 84070
Telecopy: (801) 984-0231

and

Parr Waddoups Brown Gee & Loveless

Attn: Scott W. Loveless
185 South State St., Suite 1300
Salt Lake City, Utah 84111
Telephone No.: (801) 532-7840
Telecopy No.: (801) 532-7750

If to Parent or Purchaser, to:

Cyanco Holding Corp.
Calypso Acquisition Corp.
c/o Oaktree Capital Management, L.P.
333 S. Grand Ave., 28th Floor
Los Angeles, California 90071
Telecopy: (213) 830-6394
Attention: Jordon L. Kruse

with a copy, which shall not constitute notice, to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Telecopy: (312) 861-2200
Attention: Christopher J. Greeno

(d) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. This Agreement is not intended and does not confer upon any person other than the parties hereto any rights hereunder.

(i) Amendment. No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party.

(j) Binding Nature. This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.

[signature page follows]

IN WITNESS WHEREOF, Parent, Purchaser and the Stockholder have caused this Agreement to be duly executed and delivered as of the date first written above.


CYANCO HOLDING CORP.
By:	/s/ Jordon Kruse
	Name:	Jordon Kruse
	Title:	President


CALYPSO ACQUISITION CORP.
By:	/s/ Jordon Kruse
	Name:	Jordon Kruse
	Title:	President


		/s/ E. Bryan Bagley E. Bryan Bagley

EX-4 4 c35492exv4.htm EX-4 EX-4

Exhibit 4

OCM Principal Opportunities Fund IV, L.P.
c/o Oaktree Capital Management, L.P.
333 S. Grand Ave., 28th Floor
Los Angeles, California 90071

September 5, 2008

Nevada Chemicals, Inc.
9149 South Monroe Plaza Way, Suite B
Sandy, Utah 84070
Attn: Dr. John T. Day

Gentlemen:

This Guarantee (this “Guarantee”) is being delivered by OCM Principal Opportunities Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), to Nevada Chemicals, Inc., a Utah corporation (the “Company”), in connection with the execution of that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Cyanco Holding Corp., a Delaware corporation and a wholly-owned indirect subsidiary of Guarantor (“Parent”), Calypso Acquisition Corp., a Utah corporation and a wholly owned direct subsidiary of Parent (“Purchaser”) and the Company, pursuant to which the Purchaser will (x) commence a tender offer for all of the outstanding shares of common stock of the Company, and (y) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.

The Guarantor and the Company hereby agree as follows:

1. GUARANTEE. To induce the Company to enter into the Merger Agreement, the Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to the Company due and punctual payment, performance and discharge of all of the obligations of Parent and the Purchaser under the Merger Agreement (the “Obligations”). In furtherance of the foregoing, the Guarantor acknowledges that its liability under this Guarantee shall extend to the Obligations and that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Obligations, regardless of whether action is brought against Parent, the Purchaser or any other guarantor or Person, whether Parent, the Purchaser or any other Person is joined in any such action or actions or whether Parent, the Purchaser or any other Person was primarily responsible for causing the payment obligations of Parent or the Purchaser under the Merger Agreement. The Company acknowledges that Parent and the Purchaser have no assets and are not expected to have any assets unless and until such time as Purchaser is required under the Merger Agreement to consummate the Offer in accordance with its terms and accept for payment and pay for Shares tendered pursuant to the Offer.

2. CHANGES IN OBLIGATIONS; CERTAIN WAIVERS. The Guarantor agrees that the Company may from time to time and at any time on or before the Effective Time, without notice to or further consent of the Guarantor, extend the time of payment of any of the Obligations, and may also make any agreement with Parent and the Purchaser for the payment, compromise, extension, discharge, renewal, or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Company, Parent and the Purchaser without in any way impairing or affecting the Guarantor’s obligations under this Guarantee. The Guarantor agrees that its obligations hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the existence of any claim, set-off or other right which the Guarantor may have at any time against Parent or the Purchaser, whether in connection with the Obligations or otherwise; (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or the Purchaser; (c) the failure of the Company to assert any claim or demand or to enforce any right or remedy against Parent or the Purchaser; (d) any change in the corporate existence, structure or ownership of Parent or the Purchaser; (e) the adequacy of any other means the Company may have of obtaining payment of any of the Obligations; or (f) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement in accordance with its terms. To the fullest extent permitted by law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any law which would otherwise require any election of remedies by the Company. The Guarantor waives promptness, diligence, notice of the acceptance of this Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided to Parent and the Purchaser and their counsel in accordance with Section 9.2 of the Merger Agreement), any right to require the marshalling of assets of Parent or the Purchaser, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect and all suretyship defenses generally (other than fraud or willful misconduct by the Company, defenses to the payment of the Obligations that are available to Parent or the Purchaser under the Merger Agreement or breach by the Company of this Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits.

The Guarantor hereby unconditionally and irrevocably agrees, unless and until all of the Obligations shall have been performed in full, not to exercise any rights that it may now have or hereafter acquire against Parent or the Purchaser that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under or in respect of this Guarantee or any other agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Company against Parent or the Purchaser, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or the Purchaser, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence

at any time prior to the performance in full of the Obligations, such amount shall be received and held in trust for the benefit of the Company, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Company in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Guarantee, in accordance with the terms of the Merger Agreement, whether matured or unmatured.

The Company is a party to and intended beneficiary of this Guarantee. Except as provided in the preceding sentence, this Guarantee is solely for the benefit of the Company and is not intended to confer any benefits on, or create any rights in favor of, any other Person or entity. This Guarantee may not be amended or waived in any respect without the Guarantor’s and the Company’s prior written consent. The Guarantor hereby covenants and agrees that it shall not institute, and shall cause its respective affiliates not to institute, any proceedings asserting and shall not in any case assert that this Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). Anything to the contrary contained in this Guarantee notwithstanding, the Company hereby agrees that to the extent Parent and the Purchaser are relieved of their obligations to pay monetary damages, if any, under the Merger Agreement in accordance with the terms thereof, the Guarantor shall be similarly relieved of its obligations under this Guarantee.

3. NATURE OF GUARANTEE. The Company shall not be obligated to file any claim relating to the Obligations in the event that Parent or the Purchaser becomes subject to a reorganization, bankruptcy or similar proceeding, and the failure of the Company to so file shall not affect the Guarantor’s obligations under this Guarantee. In the event that any payment to the Company in respect of an Obligation is rescinded or must otherwise be returned, and is returned, to Parent or the Purchaser in connection with any such proceeding, the Guarantor shall remain liable hereunder with respect to its Obligations as if such payment had not been made. This is an unconditional guarantee of payment, and not merely of collectibility.

4. NO WAIVER. No failure on the part of the Company to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof.

5. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants that:

(a) the execution, delivery and performance of this Guarantee have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s partnership agreement or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(b) the Guarantor has the financial capacity to pay and perform its obligations under this Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Guarantee shall be available to the Guarantor for so long as this Guarantee shall remain in effect in accordance with Section 8 hereof;

(c) this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(d) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guarantee.

6. NO ASSIGNMENT. Neither the Guarantor nor the Company may assign its rights, interests or obligations hereunder to any other Person (except by operation of law) without the prior written consent of such other party (i.e., the Company or the Guarantor, as the case may be).

7. NOTICES. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Guarantee shall be in writing and shall be deemed to have been given when personally delivered, one day after deposit with Federal Express or similar overnight courier service or three days after being mailed by first class mail, return receipt requested. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

if to Guarantor, then to:

OCM Principal Opportunities Fund IV, L.P.
c/o Oaktree Capital Management, L.P.
333 S. Grand Ave., 28th Floor
Los Angeles, California 90071
Attention: Jordon L. Kruse
Facsimile: (213) 830-6394

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Christopher J. Greeno
Facsimile: (312) 861-2200

if to the Company, then to:

Nevada Chemicals, Inc.

9149 South Monroe Plaza Way, Suite B
Sandy, Utah 84070
Attention: Dr. John T. Day
Facsimile: (801)984-0231

with a copy to:

Parr Waddoups Brown Gee & Loveless
Attn: Scott W. Loveless
185 South State St., Suite 1300
Salt Lake City, Utah 84111
Facsimile: (801) 532-7750

8. CONTINUING GUARANTEE; TERMINATION. This Guarantee shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the Obligations are performed in full. The foregoing notwithstanding, this Guarantee shall terminate and the Guarantor shall have no further obligations under this Guarantee as of the earlier of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms (other than a termination under circumstances in which Purchaser would be obligated to pay monetary damages pursuant to the Merger Agreement), and (iii) the performance in full of the Obligations by any Person. Notwithstanding the foregoing parenthetical, all obligations of the Guarantor hereunder shall expire automatically 60 days after the termination of the Merger Agreement for any reason, without any further obligations of the Guarantor hereunder, except with respect to claims for payment of monetary damages asserted in writing by the Company against Purchaser prior to the end of such 60-day period. In the event that the Company or any of its affiliates asserts in any litigation or other proceeding relating to this Guarantee or the Merger Agreement that the provisions hereof (including, without limitation, the provisions of Section 1, this Section 8, or Section 9 hereof) are illegal, invalid or unenforceable, in whole or in part, or asserts any theory of liability against the Guarantor or any Representative with respect to the transactions contemplated by this Guarantee or the Merger Agreement, other than the liability of the Guarantor under this Guarantee in accordance with the terms and conditions hereof, then (x) the obligations of the Guarantor under this Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Guarantee, the Guarantor shall be entitled to recover such payments from the Company, and (z) neither the Guarantor nor any Representative shall have any liability to the Company or any of its affiliates with respect to the Merger Agreement or the transactions contemplated by the Merger Agreement or under this Guarantee.

9. NO RECOURSE. Anything that may be expressed or implied in this Guarantee notwithstanding, the Company, by its acceptance hereof, acknowledges and agrees that, (a) notwithstanding that the signatory below is a partnership, no recourse hereunder or under any documents or instruments delivered in connection herewith may be had against any officer, agent or employee of the Guarantor, its general partner, its management company or any of its co-investors or any partner or member of the Guarantor, its general partner, its management company or its co-investors or any director, principal, officer, employee, partner, affiliate, assignee, or representative of the foregoing (any such Person or entity, a

“Representative”), whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law (including common law), and (b) no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any of the Representatives under this Guarantee or any documents or instruments delivered in connection herewith or with the Merger Agreement or for any claim based on, in respect of or by reason of such obligations or by their creation. Recourse against the Guarantor under this Guarantee shall be the exclusive remedy of the Company and its affiliates against the Guarantor and any of its former, current or future directors, principals, officers, agents, affiliates, general or limited partners, members, managers or stockholders, or against any former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby. The Company hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its affiliates not to institute, any litigation or other proceeding or bring any claim arising under, or in connection with, the Merger Agreement or the agreements or transactions contemplated thereby, against the Guarantor or any of its former, current or future directors, principals, officers, agents, affiliates (other than Parent and the Purchaser) or employees, or against any of the former, current or future general or limited partners, members, managers or stockholders of the Guarantor or any affiliate thereof or against any former, current or future directors, principals, officers, agents, affiliates (other than Parent and the Purchaser), employees, general or limited partners, members, managers or stockholders of any of the foregoing, or against any former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, except for claims against the Guarantor under this Guarantee (and solely to the extent necessary to bring a claim under this Guarantee, claims against Parent or the Purchaser under the Merger Agreement). Nothing set forth in this Guarantee shall confer or give or shall be construed to confer or give any Person other than the Guarantor and the Company (including any Person acting in a representative capacity) any rights or remedies against any Person, including the Guarantor, except as expressly set forth herein.

10. GOVERNING LAW. This Guarantee shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles).

11. JURISDICTION. Each party to this Guarantee irrevocably consents to service of process in the manner provided for notices in Section 9.2 of the Merger Agreement. Nothing in this Guarantee shall affect the right of any party to this Guarantee to serve process in any other manner permitted by law.

12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

13. COUNTERPARTS. This Guarantee may be executed and delivered (including by facsimile transmission) in two or more counterparts, and by the different parties

hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

14. COSTS AND EXPENSES. If the Company brings any action or proceeding to enforce any provision of this Guarantee, then the non-prevailing party in such action or proceeding, in addition to any other rights and remedies available to the prevailing party hereunder, will reimburse the prevailing party for any and all reasonable costs and expenses (including attorneys’ fees) incurred by the prevailing party in connection with such action or proceeding.

15. NO MODIFICATION WITHOUT CONSENT; ENTIRE AGREEMENT. This Guarantee may not be revoked, withdrawn, terminated, amended or supplemented without the prior written consent of the Guarantor and the Company. This Guarantee constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

(Signature pages follow)


		Sincerely,

		OCM Principal Opportunities Fund IV, L.P.

		By: OCM Principal Opportunities Fund IV GP, L.P.

		Its: General Partner

		By: OCM Principal Opportunities Fund IV GP Ltd.
		Its: General Partner

		By: Oaktree Capital Management, L.P.
		Its: Director

		By:		/s/ Jordon L. Kruse
		Name:		Jordon L. Kruse
		Its:		Managing Director


		By:		/s/ Cass Traub
		Name:		Cass Traub
		Its:		Director

Acknowledged and accepted:


NEVADA CHEMICALS, INC.

By:
Name:

Its:

SIGNATURE PAGE TO GUARANTEE LETTER

EX-5.1 5 c35492exv5w1.htm EX-5.1 EX-5.1

Exhibit 5.1

Exhibit 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Dennis M. Myers, P.C. and Christopher J. Greeno, each of the law firm of Kirkland & Ellis LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of shares of Common Stock of Nevada Chemicals, Inc., a Utah corporation (the “Company”), and/or a director of the Company, any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange in which the Common Stock of the Company is listed on or approved for quotation in, if any; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

Exhibit 24

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of September, 2008.


OCM CYANCO HOLDINGS, LLC

By:		/s/ Jordon Kruse

Name:		Jordon Kruse
Its:		President


CYANCO HOLDING CORP.

By:		/s/ Jordon Kruse

Name:		Jordon Kruse
Its:		President

CALYPSO ACQUISITION CORP.

By:		/s/ Jordon Kruse

Name:		Jordon Kruse
Its:		President

OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE, L.P.

By:		OCM Principal Opportunities Fund IV Delaware GP Inc.
Its:		General Partner

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Authorized Signatory

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Authorized Signatory

OCM PRINCIPAL OPPORTUNITIES FUND IV DELAWARE GP INC.

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Authorized Signatory

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Authorized Signatory


OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.

By:		OCM Principal Opportunities Fund IV GP, L.P.
Its:		General Partner

By:		OCM Principal Opportunities Fund IV GP Ltd.
Its:		General Partner

By:		Oaktree Capital Management, L.P.
Its:		Director

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Principal

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Senior Vice President, Legal

OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.

By:		OCM Principal Opportunities Fund IV GP Ltd.
Its:		General Partner

By:		Oaktree Capital Management, L.P.
Its:		Director

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Principal

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Senior Vice President, Legal

OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.

By:		Oaktree Capital Management, L.P.
Its:		Director

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Principal

By:		/s/ Jordon Kruse

Name:		Jordon Kruse
Its:		Senior Vice President, Legal

Exhibit 24


OAKTREE CAPITAL MANAGEMENT, L.P.

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Principal

By:		/s/ Jordon Kruse

Name:		Jordon Kruse
Its:		Senior Vice President, Legal

OAKTREE FUND GP I, L.P.

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Authorized Signatory

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Authorized Signatory

OAKTREE CAPITAL I, L.P.

By:		OCM Holdings I, LLC
Its:		General Partner

By:		/s/ Todd Molz

Name:		Todd Molz
Its:		Vice President and Secretary

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Vice President and Assistant Secretary

OCM HOLDINGS I, LLC

By:		/s/ Todd Molz

Name:		Todd Molz
Its:		Vice President and Secretary

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Vice President and Assistant Secretary

OAKTREE HOLDINGS, LLC

By:		Oaktree Capital Group, LLC
Its:		Managing Member

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Director and Principal

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Vice President and Assistant Secretary


OAKTREE HOLDINGS, INC.

By:		/s/ Todd Molz

Name:		Todd Molz
Its:		Vice President and Secretary

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Vice President and Assistant Secretary

OAKTREE CAPITAL GROUP, LLC

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Director and Principal

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Vice President and Assistant Secretary

OAKTREE CAPITAL GROUP HOLDINGS, L.P.

By:		Oaktree Capital Group Holdings GP, LLC
Its:		General Partner

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Manager and Principal

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Senior Vice President

OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

By:		/s/ Stephen Kaplan

Name:		Stephen Kaplan
Its:		Manager and Principal

By:		/s/ Emily Alexander

Name:		Emily Alexander
Its:		Senior Vice President

EX-5.2 6 c35492exv5w2.htm EX-5.2 EX-5.2

Exhibit 5.2

Exhibit 24

POWER OF ATTORNEY

Exhibit 24

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of September, 2008.


By:		/s/ Jordon Kruse
Name:		Jordon Kruse

By:		/s/ Cass Traub
Name:		Cass Traub

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