-----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, GVK0e/5ECHrNx4UcldFbBmR2lbZOI5TQ7OFEJVs8up/ASDYnIt6AhrNfPcxTFXdF i8rOqhQ7xTw4jB37SYOwrA== 0001269678-10-000104.txt : 20100701 0001269678-10-000104.hdr.sgml : 20100701 20100701153758 ACCESSION NUMBER: 0001269678-10-000104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100701 DATE AS OF CHANGE: 20100701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMERALIA INC CENTRAL INDEX KEY: 0000811419 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 870403973 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 9233 PARK MEADOWS DR SUITE 431 CITY: LONE TREE STATE: CO ZIP: 80124 BUSINESS PHONE: 7208762373 MAIL ADDRESS: STREET 1: 9233 PARK MEADOWS DR SUITE 431 CITY: LONE TREE STATE: CO ZIP: 80124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sentient USA Resources Fund, L.P. CENTRAL INDEX KEY: 0001401674 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15474 FILM NUMBER: 10930769 BUSINESS ADDRESS: STREET 1: LANDMARK SQUARE 1ST FLOOR STREET 2: 64 EARTH CLOSE - P O BOX 10795 CITY: WEST BAY BEACH GRAND CAYMAN STATE: E9 ZIP: KY1-1007 BUSINESS PHONE: 720-895-1933 MAIL ADDRESS: STREET 1: LANDMARK SQUARE 1ST FLOOR STREET 2: 64 EARTH CLOSE - P O BOX 10795 CITY: WEST BAY BEACH GRAND CAYMAN STATE: E9 ZIP: KY1-1007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SENTIENT EXECUTIVE MLP 1 LTD CENTRAL INDEX KEY: 0001439280 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15474 FILM NUMBER: 10930768 BUSINESS ADDRESS: STREET 1: LANDMARK SQUARE 1ST FLOOR STREET 2: P O BOX 10795 - 64 EARTH CLOSE CITY: WEST BAY BEACH, GRAND CAYMAN STATE: E9 ZIP: KY1-1007 BUSINESS PHONE: 345-814-6317 MAIL ADDRESS: STREET 1: LANDMARK SQUARE 1ST FLOOR STREET 2: P O BOX 10795 - 64 EARTH CLOSE CITY: WEST BAY BEACH, GRAND CAYMAN STATE: E9 ZIP: KY1-1007 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-06-30 0 0000811419 AMERALIA INC AALA 0001401674 Sentient USA Resources Fund, L.P. C/O GREG SMITH, 9800 MT. PYRAMID CT. SUITE 400 ENGLEWOOD CO 80112 0 0 1 0 0001439280 SENTIENT EXECUTIVE MLP 1 LTD LANDMARK SQUARE, 64 EARTH CLOSE WEST BAY BEACH SOUTH, P.O. BOX 10795 GRAND CAYMAN E9 KY1-1107 CAYMAN ISLANDS 0 0 0 1 General Partner Common Stock 7929820 D Common Stock 35804867 D Common Stock 47954495 D Common Stock 2010-06-30 2010-06-30 4 P 0 286119886 A 334074381 D Option 0.36 2008-10-31 2010-10-31 common stock 5500000 5500000 D These securities were contributed by Sentient USA Resources Fund II, LP for a limited partnership interest in Sentient USA Resources LP See Exhibit 99.1 to this filing. Acquired from the Issuer for cash and in exchange for the surrender for cancellation of a number of obligations owed by the Issuer and owned by Sentient USA Resources Fund LP Effective December 31, 2008, the reporting person exercised its subscription rights to purchase an aggregate of 12,149,628 shares for a purchase price of $0.36 per share. Reporting person exchanged 82% of Natural Soda Holdings, Inc. for approximately 82% of the common stock of Issuer (after giving effect to the issuance) /s/ Greg Link, Director 2010-07-01 EX-99.1 2 exhibit991form4a.htm EXPLANATION OF FILING Exhibit 99

Exhibit 99.1 to Form 4

Sentient USA Resources Fund, LP

Date of Event: December 31, 2008

Page 1 of 2




Explanation of filing:


This filing is made on behalf of Sentient USA Resources Fund, LP (“SURF I”) and its general partner, Sentient Executive MLP 1, Limited (“MLP I”). SURF I has four limited partners, (i) Sentient Global Resources Fund I, LP (“FUND I”), (ii) Sentient Global Resources Trust No 1 (TRUST I), (iii) Sentient USA Resources Fund II, LP, and (iv) Sentient Global Resources Fund III, LP.


The address of the general partner and of each of the limited partners is the same as the address for SURF I.


The ownership form for SURF I is D (Direct), for MLP I is I (Indirect).


On October 31, 2008, all of the shares and all rights to acquire shares of the Issuer owned by SURF II and FUND III were contributed to SURF I, in exchange for limited partnership interests in SURF I. In SURF I’s amended and restated agreement of limited partnership, MLP I, the general partner of SURF I, has sole voting and investment control of all investments owned by SURF I.  


Additionally, on November 3, 2008, effective October 31, 2008 the (“Closing”), SURF I restructured all of its investments in the Issuer and its direct and indirect subsidiaries. This restructuring resulted in SURF I terminating all previously existing rights to acquire shares of the Issuer except for warrants to purchase up to 600,000 shares of common stock of the Issuer for a purchase price of $1.00 per share, which warrants terminate March 19, 2009. At the Closing: (i) SURF I acquired 27,875,047 shares of the Issuer’s common stock at a deemed purchase price of $0.36 per share, (ii) subject to limited conditions, SURF I agreed to acquire 12,149,628 additional shares of the Issuer’s common stock on or before December 4, 2008 at a price of $0.36 per share, (iii) subject to limited conditions, SURF I acquired a limited right to purchase up to 5,500,000 additional shares of the Issuer (with the proceeds to be used to satisfy previously unsatisfied debts of the Issuer), provided that until the second closing (referenced in clause (ii)), the Issuer has the right to require SURF I to purchase up to 1,895,708 shares of common stock out of the 5,500,000 referenced in clause (iii) if needed to provide the Issuer with working capital.  The exchange rights granted by the securityholder agreement were terminated at the Closing.


As a result of the conveyances to SURF I by its limited partners and the amendments to its limited partnership agreement, all reporting persons except SURF I and its general partner, MLP I, no longer have any beneficial ownership in the securities owned by SURF I since MLP I has sole voting and investment control over those securities.


The Price of the acquisition of 27,804,047 shares was determined as follows: (i) 15,277,778 shares were purchased for cash at $0.36 per share, (ii) 6,619,469 shares were purchased by cancelling notes and interest on the notes at $0.36 per share, and (iii) 5,977,800 shares were received in exchange for debts, rights and obligations originally acquired from a third party for $2,621,054 and are reflected at the cost basis of $0.438 per share. The average cost per share for all 27,804,047 shares is $0.377.


Effective December 31, 2008, SURF I exercised its subscription rights to purchase an aggregate of 12,149,628 shares for a purchase price of $0.36 per share.

Effective June 30, 2010 SURFI exchanged its 82% owenership of Natural Soda Holdings, Inc. ("NSHI") (Issuer owns the remaining 18% of NSHI) for 286,119,886 shares of the Issuer (these new shares represent approximately 82% of the shares of the Issuer after giving effect to this issuance) thereby making NSHI 100% owned by the Issuer.



[Signatures on following page]



Exhibit 99.1 to Form 4

Sentient USA Resources Fund, LP

Date of Event: December 31, 2008

Page 2 of 2






Additional signatures:


Sentient Executive MLP1, Limited







By:___/s/ Greg Link_______

Greg Link, Director

Date: January 5, 2009

  
   
   
   




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