Mining Prospects Trends and Developments in Mining Law in Canada and Internationally

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50/50 JVs – Paved with Good Intentions

Posted in Dispute Resolution, M&A, Mining

One of the most difficult things to plan for effectively in any joint venture is conflict resolution and decision deadlock between the joint venture partners.  Joint venture agreements in the mining industry can be voluminous documents.  Pages are devoted to calculating partner dilution, setting out partner rights, outlining how and by whom JV operations will be managed.  At the same time, little thought is often given to how the partners will deal with a deadlock over an operational decision.

In a way it is not surprising that mechanics dealing with decision deadlock can be an afterthought – most CEOs want … Continue Reading

Management Buy Outs and Conflict of Interest of Board and Management

Posted in M&A, Mining

Management Buy Outs (“MBOs”) became popular in the United States in the late eighties and early nineties. Though MBOs have many potential benefits, they also bring with them difficulties as they may place the board and management of a corporation in positions of potential conflicts of interest.

MBO defined

It is important to be clear on what exactly a MBO is and how it differs from other going private transactions such as leveraged buyouts (“LBOs”) or a regular sale of the corporation to an arm’s length third party. A MBO is a transaction in which the ownership of a business … Continue Reading

Financing in Difficult Times: Joint Ventures

Posted in Corporate Finance, M&A, Mining

With the start of 2013, many of the uncertainties that plagued the capital markets in 2012 show little sign of quick resolution.  Investors remain very much uncertain over near-term global economic recovery with continued debt-fuelled concerns over the state of the European economy and the “fiscal cliff” drama unfolding in the United States.

Traditional capital raising methods for many mining companies continue to be elusive.  Even where equity financing is available, it is often at levels so dilutive that companies are reluctant to pursue it.  Debt financing upon palatable terms also continues to be a challenge.

Our goal is to … Continue Reading

The British Columbia Security Commission’s 2012 Mining Report: Cautionary Notes on Technical Disclosure for Mining Companies.

Posted in Mining

The British Columbia Security Commission (the “BCSC”) has for the first time released a report, the 2012 Mining Report (the “Report”), that summarizes its findings from mining disclosure compliance reviews conducted by the BCSC during 2012 (the full text of the Report may be found here).  The purpose of the Report is to provide information and guidance to listed mining companies with respect to areas of disclosure under National Instrument 43-101 and other related securities instruments (the “Disclosure Rules”) where the BCSC has encountered consistent deficiencies over the course of the year.

Continuous Continue Reading