HIGH-GRADE NI-CU-PT-PD-ZN-CR-AU-V-TI DISCOVERIES IN THE "RING OF FIRE"

NI 43-101 Update (September 2012): 11.1 Mt @ 1.68% Ni, 0.87% Cu, 0.89 gpt Pt and 3.09 gpt Pd and 0.18 gpt Au (Proven & Probable Reserves) / 8.9 Mt @ 1.10% Ni, 1.14% Cu, 1.16 gpt Pt and 3.49 gpt Pd and 0.30 gpt Au (Inferred Resource)

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Message: Old Joe Comments and Flow Through Share Questions

Old Joe Comments and Flow Through Share Questions

posted on Nov 15, 2008 04:26PM


Old Joe thanks for the encouraging words regarding my post last Wednesday night.

Seriously though as for my being the enemy part and not being a true NOT investor and the suggestion that I must know more than I let on - well let me clarify for you my position. I have owned NOT shares for more than a year and presently have 12,000 shares in a self-directed RRSP. I also own a few hundred thousand shares of various other Ring of Fire players. Sounds impressive, but it dosn't amount to much in actual dollars - a lot less than when I bought most of them. I don't know and have never so much as spoken to any member of the NOT board past or present nor any NOT employee for that matter. My only communication with a NOT employee has been a two sentence e-mail sent this week regarding the flow-through-share offering. I am not a professional investor, I don't work in the mining industry, my geological education is limited to one first year university course and I go to work 5 days a week to make a living. If my post was niave so be it - I had no intention of offending you or anyone else - just offering my observations and looking for reasoned responses - certainly I had no ulterior motives. The fact it was dry ... well perhaps that is my engineering background showing through.

So that out of the way, I truly do have some serious questions for you or anyone else on the forum who knows or has an opinion. I have looked into flow-through-shares as an investment in the past. Generally Flow-Through-Shares are sold into Limited Partnerships which accumulate Flow-Throughs from a number of companies and then sell shares in the partnership to individual investors (partners) - sort of a Flow-Through mutual fund. Once bought into a limited partnership one is locked in, typically for two sometimes three years, then the shares are usually sold and proceeds distributed. The advantage to the purchaser of the shares is that the entire amount invested is tax deductable in the year of purchase and at the end of the hold period the entire amount of the proceeds comes back into income but at the capital gains rate. Some provinces have additional tax credits associated with the purchase of F-T shares. Qualified individuals can purchase the flow-through shares directly, but Qualified Individual means a financial institution, or some one with a net worth in excess of 5 million, etc. The minimum investment for a Qualified Individual in the NOT offering is $25,000 - I checked. I can assure you I am not a Qualified Individual - wish I was.

Question 1 - During the two year hold period can the Flow-through Shares be voted as common shares? I really don't know the answer, but I suspect not.

My understanding is that flow through shares really only benefit a purchaser be it a corporation or individual if they have significant tax payable. I doubt that many investment corporations have significant taxable gains this year.

Question 2 - If there was an underlying objective to further concentrate ownership of NOT behind the issuing of the PP why would the board not have simply issued regular shares to the would be purchaser(s)? Especially if as I suspect the F-T shares can't be voted for two years. Other posters have suggested that they are selling slowly - why would they not have immediately all been snapped up?

One other point with regard to F-T shares (from the CRA website) is that if the issuing corporation does not spend the money raised within one year of the issue date the unspent money has to be returned to the F-T shareholders. This indicates that NOT plans to spend at least $20,000,000 on exploration in the next 12 months. Some have suggested that the extra cash makes NOT a tempting take-over target - perhaps so, but there are definetely strings attached to any cash raised through the F-T share PP.

Finally please don't take this a whole-hearted endorsement of recent BoD actions. I agree that the options granted were more than generous.




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