Wednesday, April 3, 2013

Copper Fox Talks

Liddy at Agoracom posted his Q&A with the CEO of Copper Fox. While these are a bunch of very good questions they are not all my personal choice.

On thing I would have focused on is what we would be doing under the JV that has to be formed on the next few weeks. The contract specifies a timeline for a news release this week. I would not expect a rigid timeline just because of the enormous scope of this project and the busy schedule for Teck's Copper Division. The Board of Director has its plate pretty full and is due some slack.

In a past post I cited Abacus. Now, I do not mean to compare the deposits or the social implications. I just wanted to draw attention to how a JV goes down. While they are mired on protests CUU has no such opposition.

In fact, CUU was asked to add to the enviro studies and they could have set that aside because it wouldn't come into play until much much later and they could have just pushed it out until the JV was formed. They would have had more than a year to begin addressing those studies but instead they immediately added them to the list of todo's. Frog Baseline studies?? Yup, just an example of some of the work they've already done. So if enviro ask "can you do a study on this?" they say yep, sure can.

Some companies would have looked at the cost and pushed it off until the JV money came in but not CUU. This brings me to the question of how much dilution? Given the horrible market that is going to continue to erode, what will they do? Elmer gave a short response saying we'd just have to accept it.

What I believe is about to happen is Teck is going to pony up in the next couple of weeks. Teck is well aware of investor sentiment. They know it will be crippling if we have to go to the market for 10 million dollars. There would be outrage. There would be accusations of feet dragging and possibly complaints to the regulators. This would force CUU to make Teck comply with the timelines and no one wants that. In order to keep the cozy arrangement they will have to be attendant to the needs of the investors. Here, I don't just mean the retail.

If you read the answers Elmer Stewart gave you get the distinct impression Teck is not buying this project wholesale. They are Earning Back In. There have been a number of good indications that this will be the case. Elmer was appointed to the BoD of Liard is probably the strongest indicator. Of course, a rival bid could come out of no where and shake up the plan.

The financial commitments that go with a JV are large. I expect Teck will escrow the money right away so they show good faith. before this month ends we should have a definitive statement and a clear path of development. This will be the "out of the woods" path that leads to development. If anyone plans to challenge the project they will begin here.

This is also where an offer should come from the outside. Any major or Mid Tier who wishes to take a run at CUU will do so here. The reason is simple. We added to the enviro list as a smoke screen. By delaying the filing we push out the milestone to the next de-risking stage. I bet that Teck is pleased. They don't want an unsolicited offer.

About soliciting offers. Elmer has stated that majors have come and kicked the tires but they all will wait to see what Teck plans to do. In today's market and with a small indication of the future i would expect Teck to take the operators role and get Elmer to find a partner all while shouldering the responsibility for the development. I expect a new deal to emerge with respect to the money. At 40% Teck remains the defacto operator and and pays 3 times the cost. This is not enough money to bring the project to a full enviro standing plus power plus a road etc. They will need about $300 million. [Edited. I originally wrote 2 times and $200 M].  I expect Teck to fund what they want to see.

Who will the market react? People fleeing a raging brush fire don't turn around and run at the flames. The deal will have to be big enough to douse a clear path out. Failure to do so will impact Teck's share price and not just CUU. Their own investors will see this as muddling.

There's been an awefull lot of talk about clarity in the media. Despite what some might think about the talking heads self promotion they must take into account that those heads have reach. A lack of clarity by the Major at this point will harm the Major. This would also open the door for another Major to make an attempt. If a Hud Bay sized company came in and made a decent offer Teck would have their hands full. What are the boys from Inmet going to do? Hmmmm. That's a pretty deep talent pool currently unemployed. lol.

First Quantum, do they have their hands full or... As a pure copper play they could still be on the hunt and just waiting to see what Teck does. This would be a long term safe project where they could bring their cost cutting tools to bear. Could this result in a tug of war with Teck? Yup, sure could. This would make for an interesting relationship. Rivals!

I was going to call and discuss some of the aspects that would take CUU forward but time escaped and we are just too close to the Teck JV decisions so this can wait and we should have a number of things to discuss soon.

Liddy's Post:

Here's the report on my conversation with Elmer as promised.
1. Elmer, you have put five mines into production. In comparison to those mines, how do you view Schaft Creek, in terms of scope and potential profitability? Is this the pinnacle of your geology career to date, or has the macro environment dampened your expectations?
What has that got to do with Copper Fox? There’s no comparison at all. Those are small open pit or underground mines. Schaft Creek is a large open mine.

2. What is the status of our negotiations with Teck. I know we are waiting to hear from them. But how close do you think they are to making a decision? I understand Teck is asking questions and CUU has been answering these questions. What kind of questions are they asking? Technical FS related, or JV or prices for buying the project/company?
They are assessing their rights under the Option Agreement. I think they want to understand how we did the Feasibility Study, the logic behind it. Based on their questions I think they are trying to decide what they want to do with SC. They have 2 choices walk away or earn back their interest. I think they are trying to make their mind up as to what they are going.
3. The PP that is open, does it have to be closed before negotiations can continue?
No. No it’s different. The company needs to proceed and conduct its business and part of the discussions with Teck obviously is the business of the Corporation.
4. What was the official start of the 120 day clock Feb 4th? or earlier? In your opinion from conversations with Teck, do you think we’ll get a decision from Teck before June 4th
Sounds about right. 4 months.

5. How will Teck and CUU arrive at a fair price for a buyout given our SP and world financial stability? You mention Real Options Case (ROC) valuations as a current method of valuing mines. Our ROC at 8% NPV is $1.3 Billion. What would a miner pay for that ROC?
There is no mention of a buyout. Teck has the right pursuant to the Option Agreement to earn back into the project. If Teck is considering a buyout, that is something we are not aware of.
6. Why have shareholders not been formally informed via a NR that Teck has accepted the positive feasibility study?
Section 5.5 of the Option Agreement is not a well worded document its interpretive. The objective is to get Teck to make a decision to earn back on the project. Our goal is to work with Teck and to provide answers to their questions, with the view to have them earn back an interest in the project.
7. The option agreement paragraph 15.1 requires Teck to state their intention of whether they are going to pursue a Definitive JV agreement 60 days after their acceptance of a pfs. That would be April 5. Will shareholders be notified on that date of Teck's decision and if not what would the reason be for not doing so.
We are expecting to hear from Teck a Definitive JV by Friday this week??? Just a minute, hang on.[Searching for Option Agreement.] Found it. And the question is? Ok, I hear what you are saying. According to that, the answer is YES. So we should expect to hear something from Tech this Friday or will there be a postponement? We sent out a NR that we are in discussions with Teck they are earning their interest back in the project, ­­­and on the advisement of counsel, I cannot answer that.
8. Any chance of Teck buying us out 100%? Is that why Teck has not transferred the Liard shares? If he beats around the bush and say they aren't important right now, then counter with: But the BC hydro NR was deemed material and that NR basically says we are intending to apply for power. How could the status of all those Liard shares not be more material?
Can’t tell you that. Anything I tell you would be speculation and I believe there is already too much of that going on. People need to understand that if Teck was to make an offer, we would have to issue a NR very, very quickly. We under the rules of the Exchange, cannot sit on something that is material.If Teck was to deliver an offer, then we will have to issue a NR. Usually it has to be based on something concrete. It’s not like maybe we’re going to do this or that. Until it is definitive you don’t really know what you have.
So basically the talk about a deal already been made months ago is all baloney?
There’s been no deal made with Teck. If there was a deal made, there would have been a NR out announcing that. To the best of my knowledge, that has never been a deal discussed with Teck.
9. When will the Liard shares be transferred over?
They’ll be transferred over whenever we ask them to. We haven’t asked them to be transferred yet because right now I am more interested in working with Teck to get them to decide what they are going to do with SC and hopefully, they will decide to come in to the project.
9. If Teck walks do we have a Plan B. Do we have a major lined up? Are we going to do more drilling and exploration?
Yes, we do have a Plan B. Obviously, we will have to try and find another major. As you know, there has been some enhancements recommended in the FS. Doing these enhancements, the expectation, assuming success, will significantly improve the value of the project. At the same time, CUU will have to make a decision whether we are going to do that work or not. Clearly, we have been approached in the past by other majors, but they basically said they are going to wait to see what Teck decides to do. Clearly, if Teck decides to walk away from the project, then we obviously will have to approach another large producer because the project is of sufficient size and scale and we will need somebody who has developed mines of this scale before, with the infrastructure and personnel that it is done properly and in an appropriate timeline.
10. If we have to deal with other suitors, how long will that take?
They will have to do due diligence of all the material and yes, it will take months. It all depends how long it takes to find an attractive partner. There’s a lot going on in the copper space right now, the copper industry is expecting 2013 to be a very busy year. We have just seen a major acquisition in First Quantum and so it’s hard to put a timeline as to how long it would take.
11. Do we expect a bidding war?
That’s a possibility. But there again it is strictly speculation. If we were to go out and look for another partner, then I suspect we would probably approach a number of different companies at the same time.
12. How do you feel about the dilution at these depressed share prices and why doesn't CUU attempt to support the market share price by sharing more Mira and Titan findings.
Mira and Titan findings have been shared with the market. There has been NRs out on all those specific surveys. That information has been out a considerable period of time. As far as supporting the market. I don’t think companies should do that. Am I happy with the sp? No. Do I think they are undervalued? Yes. But, there is such a huge disconnect between the value of the resource section vis-à-vis the value of projects in the ground, or value of projects in development stage. Until that turns around, then I don’t quite know what you can do to improve that. Clearly we’ve shown that SC is very viable operation and it is practical and realistic. We’ve built into their sectors to allow expansion.Clearly, with the reserves in the ground, with the resource that is not included in the reserves, it certainly indicates a longer life. There are project enhancements that shows considerable amount of added value that could probably be added, based on success. You are looking at huge expiration upside potential. None of that is being considered by people out there. I don’t know whether or not brokerage houses are not interested in resource sectors or is it because they already have too many resource stocks on their books. Whatever it is, it’s a culmination of many factors. But I do believe that SC in undervalued.
13. How does Ernesto feel about the negotiations and what is happening?
Yes, EE is happy.
14. About the recent PP. Why did Ernesto not just go for the full $3M. He did not pull the plug on us did he? Did we find investors for the other $500K? Are we going to reprice that PP?
Cathy handles that aspect of the Company.
15. What about the EA? Why did we move it to Q3 from Q1?
Mainly because we have been requested, outside the terms of reference from the government and various components, they’ve asked us to do some additional studies and we are complying with that because we think that that information will be required during the permitting process.
16 When will BC Hydro start the Facilities Study? Do we have any connections in BC Hydro who could move things along faster? Their average timeline from start of study to end is about 6 months to 3 years. How do these timelines jive or not jive with the BFS timelines? Wasn't the BFS based on the premise that power would already reach the site by Mid 2014?
We’ve met guys from BC Hydro from the contract we just signed. That contract is part of a process whereby BC Hydro looks at your requirements because they will need to know how much power you will be drawing off the line. I believe a lot of shareholders misunderstood the NR. That’s pretty significant. BC Hydro needs to know what equipment to put in place, to hook up SC with power requirements as well. They are looking at all the equipment and all the motors, gear drives and everything related to the SC project to tell us how much we actually will be needing.
17. How long do you think they will take to do the Study?
It’s probably going to take about a year. That’s quite an involved process. We obviously will be working closely with them, providing information, getting updates and so forth.
18. How long will it take for the study to be approved so we can start construction?
It’s not about getting approved or not. They are going to be doing the study. We are obviously going to be getting updates as we go along cause we need to work with them and they need to understand our mill and our power requirements in terms of equipment we have on there. We will be working with their people and come up with, basically conclude the study together.
19. When can we expect them to start construction?
They’ve already started constructing the Northern Transmission Line. That’s anticipated to be done by the end of Q2 2014, assuming there are no delays. Construction of the Power line from SC to the BC Hydro substation at Bob Quinn that is the responsibility of whomever develops the SC project.That will only start after the EA has been submitted and approved and the permitting process has been completed.
20. Are you happy with the progress CUU is making with Teck?
I’m very happy that Teck is having discussions with us regarding the earn back since we delivered the PFS to them. I am happy that Teck is seriously considering the project for a while. The fact that it has been approximately 2 months and we are still discussing, shows me, in my opinion, that they have a significant level of interest in the project and trying to make up their minds and decide what they are going to do.
21. For us long time investors of CUU, who are also really worried about dilution with more significant delays to a liquidity event, what advice do you have for us?
Unless a company has income by way of selling a product, there’s not much a company can do other than issue shares. Nobody likes dilution, but on the other hand, you can’t have inactivity either. You’ve got to work on building the company. If your only source of cash to conduct those activities is by issuing shares is not like you have a whole bunch of options available to you. I don’t like dilutions like anybody else because hopefully, depending on where the whole thing goes, the fewer shares you have out, but on the other hand, you also have to do the work. It cost money to run the company that’s why we’ve been doing very very small placements and hopefully Teck will decide that they are coming into the project and they will pick up all the cost of the work. Our cost will drop significantly they they’ll pick it up because of the terms of the Agreement on an earn back.

1 comment:

  1. I like this supposition Web, fingers crossed we see this come to reality pretty soon, my scuba bottles are getting low, just waiting for the alarm to go off :)