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Abstract: ?The paper will review the perspective of Scotia Capital on financing mines, mining projects and mining companies in today's world of major increases in commodity prices, increases in capital and operating costs, shifts in foreign exchange rates, and increasing scrutiny of mining's social license ?Focus on debt financing alternatives Key Assumptions: ?Assume financing a mining asset (i.e. not an exploration play) ?Exploration is generally financed with equity ?private placements or public offerings on an idea

May 1, 2006

Exploration requires a lot of skill, technical knowhow, and money; the money is usually less painfully available when provided by a profitable cash flow of an existing organisation that has income against which exploration cost is deductible. Planning the financing for development of a proven resource should begin at the earliest stages even while the mining plan is being formed up. The character of the participants has a bearing on the nature of the financing "package" and the structure that is to be selected for the venture. The security for borrowers in a remote mining resource is no better than the capacity of the participants to bring that resource to profitability in line with the findings of a thorough feasibility study. Taxation considerations related to the structure selected and the timing of the cash flow are of vital importance. Sales contracts have generally been a basic requirement of institutions financing mineral mining projects. Clauses relating to price, price escalation, and currency var- iations, are key factors in those contracts. Initial contracts have generally been required to cover initial overall costs.

Jan 1, 1974

By P. Klaus

"KfW IPEX-Bank is the commercial arm of KfW Bankengruppe, responsible for international project and export finance.KfW was one of the first banks in Germany to promulgate environmental guidelines for its commercial business activities. These guidelines were first made public in 2000 and updated for the second time in 2004. They now include specific reference not only to environmental but also to social concerns. The guidelines specify the procedures to be followed in assessing credit risks related to environmental or social hazards.The bank considers sustainability as an interdependent framework of economic, ecological and social factors. In its efforts to contribute to sustainable development worldwide the bank uses its influence as far as possible to improve a project’s performance if such improvement is deemed necessary."

Jan 1, 2005

By Michael Chender

The current outlook for financing new copper production is not very encouraging. At a time when companies are slogging through a protracted period of low prices as well as having to accept lower profits due to more stringent tax and royalty schedules, banks are beginning to require companies to take a greater equity interest in new projects. Mineral resource financing, including copper, seems to have lost much of its appeal to the lending institutions, and loans of any kind to many of the developing countries -from which over half of new copper capacity could be expected to come-are being examined much more critically than they were in the late 1960's and early 1970's.

Jan 12, 1976

By George H. Deike

UNDERGRADUATE interest in coal mining engineering has dropped to an alarmingly low level. Most companies having co-operative scholarship programs have been forced to abandon them for the duration.

Jan 1, 1944

By M. Götze, P. Eysel

Over the last years, the importance of the assessment of environmental and social aspects as well as of issues of good governance has increased significantly in mining finance. For this, international standards as well as internal guidelines of the banks and other involved institutions have been established and continuously improved. Considering these standards and regulations, the banks can influence the sustainability of mining projects - and they have done so in the past -, mainly by implementing certain provisions and covenants in the loan documentation, binding the financing to the mining company’s adherence to the agreed sustainability standards. However, there are limits to the banks’ influence due to the competitive environment with other available means of financing. Nevertheless, the experience of the last years has shown that the standards and regulations bound to the financing by the banks help to lead the mining industry towards more sustainable projects.

Jan 1, 2011

By N. R. MacMillan

INTRODUCTION The Bullmoose Coal Project is part of a major development in northeastern British Columbia which comprises a new rail line, a new townsite, powerline, highway, the upgrading of the Canadian National Railway's main line, a new coal port at Prince Rupert and two new coal mines, the Bullmoose mine and the Quintette mine. The total investment by all parties is estimated to be in excess of $2.6 billion and made up approximately as follows : [Table No. 1 $ Millions - Quintette Coal Limited 950 Teck-Bullmoose Coal Inc. 275 Canadian National Railway Company 800 6 British Columbia Railway Company Port at Prince Rupert 280 Townsite, Roads 6- Power ] The new infrastructure is intended to serve not only the Bullmoose and Quintette coal projects but also eventually a number of other coal properties in northeastern British Columbia. The Bullmoose project is structured on a joint venture basis as follows : [Table No. 2 Teck Corporation 51% Lornex Mining Corporation Ltd. 39% Nissho Iwai Coal Development 1 0% (Canada) Ltd. -- 100% ] The mine has a capacity of 2.3 million tonnes of clean coal per year. In the initial years 1.7 million tonnes will be metallurgical coal and 0.6 million tonnes thermal coal. After the first three years of operations the annual production of metallurgical coal will increase to an average of approximately 2.1 million tonnes and the production of thermal coal will decrease to an average of approximately 0.2 million tonnes. At this level of 2.3 million tonnes annual production, the Bullmoose mine has sufficient reserves for at least 26 years of production. History Brameda Resources Ltd. commenced coal exploration in the Bullmoose-Sukunka area in 1969. Teck obtained an option on the Bullmoose coal licences in 1970 and started surface exploration and diamond drilling in 1971. Teck earned a 50% interest in the property, and thereafter expenses were jointly financed by Teck and Brameda. In 1981 Brameda merged with Teck making Teck the sole owner. The initial phase of the exploration program, which was completed in 1975, included 7,200 meters of diamond drilling in 35 holes. During 1976 and 1977, detailed exploration and test work were carried out on the South Fork and West Fork areas where multiple seams close to surfaces indicated the potential for large tonnages of strippable coal. In those two years, work included road construction, detailed mapping and trenching to outline the coal seam traces at the surface, 6,300 meters of diamond drilling in 80 holes, and 300 meters of underground bulk sampling from seven adits. Washability tests and analysis work were carried out on the drill cores and adit samples, and pilot plant washability studies were undertaken. In 1978 and 1979 Teck engineers prepared open pit mining plans and production schedules and Kaiser Engineering was retained to prepare a layout of the plant preparation facility. A feasibility study prepared by Teck's engineering group in January 1982 was the base document used by the Lenders in assessing the technical and economic viability of the project. Property Location The property lies some 650 kilometers northeast of Vancouver, and 87 kilometers south by road from the village of Chetwynd. The Sukunka property (British Petroleum) adjoins to the north, the Mount Spieker property (Ranger Oil Option) adjoins to the east, and the Quintette property is located to the southeast.

Jan 1, 1985

By Tomek Ulatowski

This article discusses four principal areas relevant to financing direct reduction facilities: (1) Lenders' differing requirements with respect to projected cash flows; (2) The impact of leveraging on project viability; (3) The importance of appropriate debt structure; (4) The significance of accurate and complete capital cost estimates. The overall findings emphasize the inseparable connection between the project economics and its financeability, and particularly how direcly intertwined they both are in the project planning.

Jan 1, 1978

By Miskelly N

Construction of the Ranger uranium project located 230 kiss east of Darwin in the Northern Territory commenced in January 1979. Energy Resources of Australia Ltd (ERA) was incorporated in February 1980 to acquire all the rights in the project. The total cost to ERA of these rights was $407 million, made up of $125 million in cash to the Federal Govern- ment and the issue of 125 million $1.00 shares at par, plus a payment of $16 million in cash to each of Peko-Wallsend Ltd (Peko) and EZ Industries Ltd (EZ).

Jan 1, 1983

By Georges Caraghiaur

INTRODUCTION A small, independent mining enterprise (SIME) is an independently owned and operated business concern engaged primarily in mineral development, from the exploration to the production stage. By definition, a SIME is not dominant in its field and has no long-term financial backing. It is not a major producer of minerals, nor is it a petroleum company, a government organization or a subsidiary of such organizations. A SIME may or may not be listed on stock exchanges. The SIME is also called small miner, junior mining company, speculative mining company, and penny-stock mining company. The survival and growth of a SIME is most often controlled by an independently minded entrepreneur, who not only conceives and carries out new projects, but is materially affected by the success or failure of these projects. Usually, a SIME does not have a large or constant cash flow. Such a lack of long-term financial backing forces the SIME to meet the challenge of finding capital for its activities on a step-by-step basis. Its survival strategy is thus based on finding funds at the right time, of the right type and in the right quantities. The purpose of this paper is to show that the type of venture in which a SIME is involved affects the difficulty of raising new capital and the choice of possible sources of funds. The Small, Independent Mining Enterprise (SIME) The SIME is not a figment of the imagination of financial speculators. In Canada, there are more than 1,800 small mineral enterprises which spend on the average less than $1,000,000 per year on activity which is directed at bringing forth new mineral supply. In the United States, 64% of the non-fuel mining operations are conducted by nine or fewer men, and the coal industry is characterized by several thousand smaller independent producers, still predominantly family owned or controlled. In Chile, 80% of the mines can be classified as small mines. In the Philippines, approximately 60% of metal mining operations are classified as small mines. The SIME is actively engaged in mining all over the world, and very much so in the Pacific Rim. The Mineral Supply Process The whole process of bringing forth new mineral supply involves a dynamic sequence of activities, ranging from the initial exploration for a mineral occurrence to the production of a marketable product. A typical sequence is outlined in Figure 1. At the grass-roots exploration stage, a series of geological, geophysical and geochemical tests is aimed at locating a mineral occurrence. Especially in the early phases of such activities, the uncertainty (risk) surrounding a venture is high, since only general geological information exists on which to base a judgement of the economic viability of the venture. Such risk is attractive to few investors. As the information-gathering process continues, uncertainty diminishes. Once exploration efforts result in the discovery of a mineral occurrence, i.e. when indications of mineralization and mineable widths are obtained by drilling, there is still uncertainty concerning the extent of mineralization and the probability of having located an economic mineral deposit. The expected return on investment at such a stage may well be negative but the slight possibility of a very high positive return will make a number of financial sources available to an exploration company. At the development stage, much of the uncertainty

Jan 1, 1985

By Georges Caraghiaur

INTRODUCTION A small, independent mining enterprise (SIME) is an independently owned and operated business concern engaged primarily in mineral development, from the exploration to the production stage. A SIME may or may not be listed on stock exchanges. By definition, a SIME is not dominant in its field and has no long-term financial backing. As such, it is not a major producer of minerals, nor is it a petroleum company, a government organization or a subsidiary of such organizations. The survival and growth of a SIME is most often controlled by an independently minded entrepreneur, who not only conceives and carries out new projects, but is materially affected by the success or failure of these projects. Usually, a SIME does not have a large or constant cash flow. Such a lack of long-term financial backing forces the SIME to meet the challenge of finding capital for its activities on a step-by-step basis. Its survival strategy is thus based on finding funds at the right time, of the right type and in the right quantities. The purpose of this paper is to show that the type of venture in which a SIME is involved affects the difficulty of raising new capital and the choice of possible sources of funds. The Small, Independent Mining Enterprise The SIME, also called small miner, junior mining company, speculative mining company, and pennystock mining company, is not a figment of the imagination of financial speculators. In Canada, there are more than 1,800 small mineral enterprises which spend on the average less than $1,000,000 per year on activity which is directed at bringing forth new mineral supply. In the United States, 64 percent of the non-fuel mining operations are conducted by nine or fewer men, and the coal industry is characterized by several thousand smaller independent producers, still predominantly family-owned or controlled. In Chile, 80 percent of the mines can be classified as small mines. In the Philipines, approximately 60 percent of metal mining operations are classified as small mines. The SIME is actively engaged in mining all over the world, and very much so in the Pacific Rim. The Mineral Supply Process The whole process of bringing forth new mineral supply involves a dynamic sequence of activities, ranging from the initial exploration for a mineral occurrence to the production of a marketable product. A typical sequence is outlined in Figure 1. At the grass-roots exploration stage, a series of geological, geophysical and geochemical tests is aimed at locating a mineral occurrence. Especially in the early phases of such activities, the uncertainty (risk) surrounding a venture is high, since only general geological information exists on which to base a judgement of the economic viability of the venture. Such risk is attractive to few investors.

Jan 1, 1982

By G. V. Campbell, O. T. Holdsworth, M. G. Nelson

A senior design project is required by all accredited mining engineering degree programs. Often referred to as the capstone of a student’s education, this project is expected to include all the important components of the preliminary economic assessment of a mineral prospect, including orebody modeling, grade and reserve estimation, selection of mining and processing methods, preliminary mine design, access and utilities, environmental compliance and reclamation, and financial analysis. Two of the authors (Campbell and Holdsworth) completed a senior project in 2021. They analyzed the Akie zinc deposit located in Canada. This paper summarizes the economic analysis portion of that project. The two primary objectives of this economic analysis were risk reduction and integration of economics and engineering. Addressing risk is important as risk is one of the primary concerns in mining investments. Risk reduction was the primary concern through the entirety of this economic analysis. Integration of financial analysis and engineering design was the first component of a risk reduction design. This allowed for financial and engineering design to be optimized in conjunction with one another. This produced benefits from both a financial and an engineering prospective. From a market, economic, and financial risk perspective, risk was reduced by forecasting multiple metal price scenarios, and then addressing the Akie project’s economic viability at each price point. Lastly, risk was address through consideration of nontraditional financing options. The project also sought to minimize financial and human capital risk, by proposing mutually beneficial cooperative social relationships and favorable work, schedules. Description of that work is not included in this paper.

Mar 2, 2022

By A. B. Parsons

Not so many years ago the interest of the average mining engineer in money matters-aside from his pay check or his consulting fees-was confined to the per-ton cost of mining and beneficiating ore and to the amount of capital that would be required to erect the plant necessary to carry out such operations on a prescribed scale. The so-called "business men" assumed that questions of marketing the products, of profits, and of dividends were in their exclusive sphere-matters too intricate or, perhaps, too practical for the mere engineer! In the case of a new enterprise, the promoter shouldered the entire responsibility for raising the necessary funds, and incidentally he got the lion's share of profits. In fact, he frequently profited handsomely even though the mine earned little or nothing. Occasionally the engineer turned promoter or entrepreneur--conspicuous examples are Herbert Hoover, D. C. Jackling, William Braden and F. W. Bradley- but by and large he remained in a sphere of his own. To what extent this condition of affairs has changed is difficult to say. It might be argued that it were better that it be not changed; and yet I cannot help feeling that in mine promotion lies a distinct opportunity for the

Jan 1, 1932

By Parker GJ

The financing of smaller resource projects has proven to be a difficult problem for promoters and financiers alike as very often such projects have not met the requirements of available financing methods and promoters have equally found it difficult to establish credibility, management and technical ability with potential financing sources. Solutions to the dilemma in which many of these projects find themselves are not readily apparent but will need to be found if the full potential of Australia's resources is to be realised. INTRODUCTION The growth of so called project financing in its present form is normally considered to be a phenomenon of very recent times, however, paradoxically there are references to what could be called financing in the old testament. To confuse the issue further financing small resource projects may not, and very often are not undertaken on a project financing basis. It is therefore quite apparent that one should be completely clear on:

Jan 1, 1982

By Barry S. Epstein

Financing the acquisition of a going coal mine operation has not had the exposure other finance-oriented projects have had. Therefore, C.I.T. feels that coal mining people and financial people should improve their understanding of the factors involved in this important type of acquisition. The discussion consists of two major subjects: analysis of the acquisition of the property, and sources and terms of funding the acquisition. Source and Terms of Funding There is a need to keep the competent medium-sized independent operator in the coal business, especially in these times of energy shortage. The creation of a resale market for coal mines encourages new investment in the coal mining business by medium-sized operators and their financial backers. Who provides debt and equity financing to acquire going coal mine operations and on what terms?

Jan 9, 1975

By Parker JB

The Channar Iron Ore Mining Project (the Project) is a joint venture involving the Hamersley Holdings group (Hamersley) and the China Metallurgical Import and Export Corporation (CMIEC). The Project represents the first new iron ore mine development in Australia since 1971/72 and is the first major overseas mining investment by the People's Republic of China (PRC). The Channar mine is being constructed in the Pilbara region of Western Australia and will operate for more than 20 years supplying the PRC with 200 M tonne of high grade iron ore. The Project is configured to take advantage of Hamersley's existing production and support facilities. The Joint Venturers will invest A$280 million to achieve an initial production rate of 3 M tonne/yr and an additional A$120 million over the next 8 years to achieve full capacity of 10 M tonne/yr. Financing the Project to meet the requirements of both Hamersley and CMIEC, with the dependance of the Project on Hamersley's infrastructure, and in a depressed iron ore market, required an innovative financial structure to be arranged in a limited period. This paper describes both the financial structure and its implementation, and draws a number of conclusions regarding the financing of resource projects.

Jan 1, 1989

By Fred H. Brooks

INTRODUCTION The toughest job for any mining company, large or small, is to locate and identify a property which it feels has the potential for development and which can be tied up through location, lease or option under terms within their means. In the case of a small company, this precludes grass-roots exploration with its attendant high costs and the extended time required to develop a prospect to the point of being a project. The small mining company, therefore must limit its search to known properties which, for various reasons, have been shut down or were never thoroughly developed at the time of discovery. These types of prospects are located either through literature search, familiarity with many mining areas in general, or through contacts and submittals from a variety of sources. In order to develop a marketable presentation to any investor, the basic requirements are the same: - the property must demonstrate the potential to provide a satisfactory return on investment - the evaluation study must be thorough and professionally developed. In order to promote any mining property, it is first necessary to know what you have. INFORMATION DEVELOPMENT We normally begin with a detailed literature search of the district, assembling all available data on the basic geology, production records, and old reports of this or neighboring properties and any other information which can be found. This will aid in the general understanding of the basic geology and hopefully allow a fairly detailed knowledge of the specific occurrence. With this information one can begin to speculate on the reserve potential and develop some high and low figures for estimating purposes as to mining method, production rate, metallurgy and begin developing estimated capital and operating costs. Cashflow runs are developed for varying tonnages (high and low), estimated high and low grades of metal and at differing market prices for the product. FINANCE CONTACTS Brooks Minerals, from its inception, has been an operating company and we have been able to assemble a small but experienced operating staff. For this reason we try to put together projects and joint ventures where we can be the operator and maintain a certain degree of control. Whether due to familiarity with many colleagues in the mining industry or due to unfamiliarity with the banking houses and securities markets, the approach to raising finance has generally been to contact the established mining companies. This requires a familiarity with the corporate philosophies of these companies with respect to their development goals and financial capabilities. A common mistake is to shotgun the proposal to many companies of different sizes and goals in hopes that one might be interested. It is more beneficial, when possible, to tailor a proposal to each company, stressing the positive points where the specific proposal best meets their interests. One company may be more interested in a development program with fairly certain and conservative return potential. The property may well contain both possibilities but a lack of understanding of the individual company's method of operation could spoil the deal. In another instance, one company may look at a property as a moderate income producer over an extended life, yet a second may elect to high-grade the deposit over a shorter period in order to provide early cash flow or take advantage of a favorable market situation. MAKING THE DEAL There are as many types of deals as there

Jan 1, 1985

By Christian F. Baiz

INTRODUCTION Industrial minerals can have similar financing requirements to those needs of metaliferrous and coal mining projects. One of the outstanding differences is the understanding of the many different markets that these industrial minerals represent. There are in excess of 30 principal industrial minerals ranging in terms of annual production from the largest quantity such as sand and gravel, to possibly the smallest quantity of production of a legitimate industrial mineral which may be defined as industrial and rough gem diamond. (See Tables 1 and 2) Project finance techniques, analytical methods, and information requirements are covered elsewhere in this Chapter and Chapter 10. Some comments on equity finance aspects follow. EQUITY AMOUNT The amount of equity in a financing transaction provides a cushion to the lender in case the project runs into trouble. Generally speaking, the greater the amount of risk in a project, the more equity a lender will require. The amount of cash equity in a project financing transaction is between 25 and 40 percent. The amount of leverage (debt/equity) is negotiable based on such factors as the strength and extent of the sponsor's undertakings, of the project's economics, and the term of a strong sales contract. Naturally, a borrower seeks to obtain d loan with as little equity required as can be negotiated. Zero percent equity is usually associated with a take-or-pay contract (a hell-or-high- water unconditional commitment under which the purchaser must pay for the commodity as though it were shipped regardless of whether it is actually mined or shipped) with a financially strong corporate entity i.e., the parent company or an end user. As a take-or-pay contract is tantamount to a guarantee of payment, the banker views the credit basis of the loan as being other than the borrower's mining operation and therefore will analyze the creditworthiness of the institution purchasing the commodity on the basis of its corporate balance sheet. Do not confuse a take-or-pay contract with a take-if- tendered or take-and-pay contract. Another means in the United States of obtaining zero percent equity is the carved out production payment financing, typical of coal mine financing. This involves the sale, or conveyance, by the owner of the mineral property of a production payment to a nominally capitalized company. The nominally capitalized company is formed solely to buy the production payment and usually borrows 100 percent of the purchase price from a lender. Equity amounts of 10 to 20 percent generally are found in transactions which employ techniques such as an advance sale or a subordinated lease/loan. These agreements are viewed as quasi equity by most banks for several reasons. First, the proceeds represent a cash infusion early in the project's life - usually prior to the bank lending any funds. Thus, the repayment schedule is "behind" that of the bank debt. In the case of an advance sale, repayment is in the form of a long-term supply contract with favorable terms, usually priced close to the mining operation's costs. There is also usually a requirement that all costs of the project be paid for by the loan or equity, often making the sponsors financially responsible for any cost overruns. Cost overruns are a major risk in any project, large or small, and are often due to unforeseen factors such as wildcat strikes, a piece of faulty equipment, or any event which delays completion, e.g., remote location, weather, etc.. . The question of how overruns are covered can be negotiated. For example, in addition to the original debt/equity ratio of the project, there can also be a cost overrun ratio that will

Jan 1, 1985

By Christian F. Baiz

Industrial minerals can have similar financing requirements to those needs of metaliferrous and coal mining projects. Although, one may see many similarities in the fundamentals of the various risks that must be evaluated in lending to any specific project, one of the outstanding differences is the understanding of the many different markets that these industrial minerals represent. There are in excess of 30 principal industrial minerals ranging in terms of annual production from the largest quantity such as sand and gravel, to possibly the smallest quantity of production of a legitimate industrial mineral which may be defined as industrial and rough gem diamond. If we assume that it is necessary to finance independent projects of ore bodies of industrial minerals for development, the financing techniques are similar to the fundamentals that we would use for financing coal projects or metaliferrous deposits. Therefore, let's begin by redefining project financing in the traditional banking or private sector area, and then in the later development of this paper, we will apply these techniques to industrial minerals in general and cite it with several specific examples.

Jan 1, 1982

By Michael Chender

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

Jan 1, 1985