Financing The Juniors

INTRODUCTION The project financing described elsewhere in this book is available to major mining companies on the basis of a strong balance sheet, a significant equity position in a project of proven feasibility, and a demonstrated ability to bring ore deposits into production. "Junior" mining companies, which are most active in Canada, Australia, the US, and South Africa, by definition do not meet these criteria. In many cases, junior companies will need to raise money simply to cover the costs of acquiring and exploring potential deposits. In what follows we will look primarily at junior financing practices in the US and Canada, although the same general principles will apply in Australia and South Africa. The principal vehicles for junior mine company financing are limited partnerships, the private placement of securities and debentures, and public offering of securities, and property deals with stronger companies, in the form of leases, earn-ins and co-ventures. The cost (in terms of dollars or equity) and, to some extent, the applicability of using these difficult approaches varies with the stage of development of the property and with the corresponding degree of risk to the investor. Much junior company fund raising is, in fact, "interim" financing in that it allows the company to improve its properties and develop its assets to the stage where more favorable financing arrangements may become available. Companies will therefore often use several of the approaches described above during the development life of a specific property. LIMITED PARTNERSHIPS Limited partnerships and syndications are a popular way of structuring the initial private financing of mine developments because of their attractive tax consequences for the well-to-do investor. Costs of exploration and development can in many countries be passed through as deductions to the limited partners, who are thus able to gamble on a possible windfall at little real cost. In addition to private Canadian funds, much German money flowed into Canadian exploration ventures on this basis, but stopped in 1982 due to economic conditions in West Germany. In the US, recent regulations have, in the great majority of cases, taken away the ability to "shelter" income in mining limited partnerships. Deductions taken by the individual investor cannot exceed the amount of money he actually has at risk. Nevertheless, the allowable deductions are still attractive and some of the major mining companies are now beginning to look at limited partnerships as a vehicle for attracting additional exploration funding. Ranchers Exploration and Development has successfully put together several drilling funds on this basis. THE PRIVATE PLACEMENT Initial funding for the acquisition and preliminary exploration of prospects is often accomplished through a private placement of unregistered securities or, where it is not a problem to carry debt on the statement, by a private placement sale of debentures. A fledgling company wishing to do a public offering may well be advised by an underwriter to accomplish a small private placement as a precondition of the larger offering. In this way, the sale of the registered securities is not inhibited by the company starting out with a debt-ridden balance sheet and no demonstrated ability to secure the additional financing generally necessary beyond the proceeds of that offering. In the US, the securities offered in a private placement are not registered with the Securities and Exchange Commission (S.E.C.) but are restricted as to their resale, and could be further restricted by a underwriting agreement