Re: Why did we even form a JV with TECK?
in response to
by
posted on
Mar 20, 2014 08:48AM
CUU own 25% Schaft Creek: proven/probable min. reserves/940.8m tonnes = 0.27% copper, 0.19 g/t gold, 0.018% moly and 1.72 g/t silver containing: 5.6b lbs copper, 5.8m ounces gold, 363.5m lbs moly and 51.7m ounces silver; (Recoverable CuEq 0.46%)
It was my understanding that upon producing a "bankable" BFS, we earned 100% interest in the property plus all of Teck's Liard shares. This was to be triggered by providing the "Feasibility Notice", a mechanism described in detail in the Salazar contract.
Uhmm, okay - so the short duration that we have "100% interest" would have been 120 days where we produced the FS, and Teck hadn't backed in yet. It's pretty meaningless because as you say, Teck can back in...so it's never really 100% interest because we're pretty sure what's going to happen after.
Teck would then have to earn back one of 3 percentages of ownership described in the contract. by spending multiples of our qualifying expenses on property development (around $85 million). For the 75% ownership they currently hold they would have had to spend 4 times our $85 million beforethey earned the 75%.
Right - but if they backed in, that sum of money (which wasn't agreed upon what counted - if building a road would get them to that point) we wouldn't have 100% - so pretty moot. Any buyer isn't going to gamble that Teck won't be able to somehow spend that money and they'll somehow get to walk away with 100% when they originally valued it at some other %.
Because we would also be holding Teck's Liard Shares we would have controlling interest and be able to enforce timeline protections included in the Liard and Salazar agreements. With the JV we have now, Teck is the majority Liard shareholder - and they will not enforce any timelines against themselves. Also Salazar ripped up. So a free ride for them.
Looking back, do you really want our management having a controlling interest with timelines? Teck will move it faster. But even then - I don't see how it's a free ride for them. Salazar never mentioned the timeline, a reference document within Salazar was where the 4-year clause came in, and that was between Liard and Hecla I believe. That is what wasn't enforcable (decades old, opposed to Salazar which was just one decade old).
The Salazar was touted by the company and others as one of the main reasons to invest. If Teck didn't back in - we would own it all (including ther Liard shares). There was zero guidance from the company that the aggreement was in any way "unenforceable" until it was already trashed.
Read above. Salazar was enforcable. 4-year clause between Liard and Hecla likely wouldn't have been - or the legal battle wouldn't have been a great strategy regardless. Remember, we all want a quick turnaround with our money here. What's the most complained about thing? Timelines. When are we going to get out? People want sooner rather than later. They've been wanting that for the last 3 years.
Myself (and some others) don't buy into the part about Salazar being unenforceable - it was drawn up by Teck after all... How can they attack the agreement they wrote? The agreement was written in pretty clear terms - nothing ambigous or open to interpretation. Create a BFS and provide it to Teck with the contractually obligated feasibility notice and we owned the property and Teck would have to surrender their Liard shares to us immediately. With the opportunity to earn them back if they jumped through all the hoops in the aggrement. We would be the operator until that time.
Salazar wasn't ever unforcable. Management chose to create a new agreement because they, like us, want to turn it around quickly - unlike Salazar, where Teck would have had to spend a bunch on exploration on an order of 40x more than their currently spending on optimizing. Which do you think us is going to get a faster sale? The point where we're optimizing, or the point where we still have to spend 85M on exploring something we know is profitable, and the rest we won't be mining for more than 20 years anyway and with how NPV works...won't have any impact on our NPV (because it's 20 years away...). The board touted that because they'd have to spend so much on exploration and wouldn't want to - because they'd be paying to make us more expensive - that they'd buy us out. To be honest, if we got it right the first time, this was probably true. If this happened at the height of 2011, when we were still in a bull market, when the BFS was originally supposed to be released - that might have happened. But Elmer messed up. We took an additional year to release the BFS - and, into a now bear market. The atmosphere is different. We can't have the same strategy and it's not as easy to "force" them to buy us, so we cooperate and change some things - so we now get liquidity. Something that in the atmosphere we finished in, that was unavailable. Timing is everything. Elmer messsed up the timing, so we had to adapt to the environment. Given the environment, I think he did the right thing. That said, it's his fault we were in that environment.
I know many will disagree with me, but I truly believe we should have held our ground and if Teck walked, we lost them as a partner - but gained 100% of the property that could be improved by drilling the waste and doing some optimizations and reccommendations outlined in the FS. We would then have 100% interest (and no Liard NSR weighing down the profit) with an updated FS probably approaching 2 billion and a lower cost per pound of copper due to the waste being proved up.
That wouldn't be so bad if we did so in 2011. If we finished the BFS in time and could raise funds at $2++. We finished into a bear market. Them leaving us at that time, would have destroyed our price - which is fine because we have 4x more - BUT we would be unable to finance at any price that wouldn't cause dillution to be so bad that we would make more money. Easy #'s for illustration. Let's say 100% is worth 1M, and we have 25% - our worth 250K and let's say we had 250k shares. $1/share. Teck walks, and we own 100% but the SP plummets to 25%. We have to finance and we come out to 1M shares after all is said and done, and this is years later. Those 1M shares are still worth $1/share but much later. Not really much value created for shareholders. Get it done faster. Get it done without dillution. That's the route we're taking.
I don't think Teck would have walked anyways. We would have been in a better place then now IMHO. Others will dissagree, and thats ok. Nobody can really know what would have happened - but that's my take on it.
Difference of opinion. I would agree if we finished in time. I think you're really not taking into account the actual market and environment we're in, versus what we were in.
I'm not a lawyer and not an expert on the contracts in question, so take it with a bit of salt if you like.
I'm not a lawyer either.