Hi Zotron,
I don’t think I’d be too concerned about who technically “owns” the stockpiled ore at any instant in time. In the mining industry as well as in many other industries, the players will often operate in the context of “HOLDING COMPANIES” for a variety of reasons. It’s not a super-difficult concept to understand, but if this is an Auryn or Medinah shareholders’s first exposure to “HOLDING COMPANIES” then it might make sense to gain some familiarity with how they operate. The same holds true for how “MINING OPTIONS” work as well as “RELATED PARTIES” in the context of accounting rules.
AS FAR AS THE “MINING OPTION WITH THE RELATED PARTY” GOES
Historically, there have been 3 “Auryns”. One “Auryn” is sometimes referred to as “Auryn Holding Corp.” OR “AHC”. We don’t know who the exact owners are other than Maurizio appearing to prominently fit in within the ownership structure of “AHC”. This appears to be the “funding arm” of the various “Auryns”. A “holding company” is a parent company that “holds” (usually controlling) interests in various “subsidiary” companies. We don’t know what the various subsidiary/operating companies are under this “AHC” umbrella. Perhaps “Masglas” is in there somewhere. “Holding companies” are all about maintaining CONTROL of the companies you have built.
“Holding companies” are extremely popular in a high-risk industry like mining. Holding companies with financial strength can raise money at much lower interest rates than its “subsidiary/operating” companies can. The “holding company” will typically obtain the loan and then distribute the funds to the subsidiary. Holding companies provide liability protection and they allow their owners to “control” its subsidiaries without having to “own” all of the shares of the subsidiary. “Control” is the name of the game for many entrepreneurs. A “holding company” typically does NOT provide goods or services itself, its subsidiaries do.
There is also an “Auryn Private Corp.”, also known as Auryn Mining Chile, SpA. This privately held corporation, founded in 1988, executed an OPTION contract with Medinah. They had to do a certain dollar amount of work on Medinah’s land holdings at the ADL Mining District in order to “earn in” a percentage of the action there and also earn an OPTION to buy the entire ADL Mining District, then about 5,000 hectares, for a specified amount of money. We know that Maurizio prominently fits into the ownership of “Auryn Private Corp./Auryn Mining Chile, SpA”, but again, we don’t know who else might be an owner. During this option period and even after it ceased to exist, “Auryn Private Corp.” pledged to provide all of the cash needed to advance operations through the various exploration and exploitation phases at the ADL.
Medinah had a potential funding partner prior to Auryn Private Corp. This was run by a person named “Johan Ulander”. This person failed to raise the funds necessary to advance the project. In order to bypass the possibility of wasting the number of years wasted on the Ulander funding that never materialized, Medinah forced Maurizio (or perhaps “AHC” or “Auryn Private Corp./Auryn Mining Chile, SpA”) to post a $10 million line of credit prior to engaging in an option contract with him. Maurizio successfully posted the LOC through a bank in Madrid, Spain known as Banco de Sabadel. Now, let’s think about this for a moment. To get a Line of Credit for $10 million to be used to fund mineral exploration activities, a risky endeavor, somebody within AHC has got some “juice”, and the confidence of the bank. It may or may not be Maurizio. We do not know what collateral was pledged.
“Holding Companies” can provide cover for powerful players, no matter when they took a stake in the “holding company”, to operate behind the scenes. That $10 million LOC was granted back when the ADL was in its infancy and nowhere near in “production and stockpiling” mode, as it is today. The creditworthiness of the DL2 Mine project has gone up leaps and bounds since this LOC was granted. “Auryn Private Corp.” drilled 14 diamond drill holes at the ADL’s Gordon Breccia project to compliment the 18 drilled by Medinah. They expanded the “footprint” of this deposit to the south and east.
When “Auryn Public Corp.” (“AUMC”) was started, the prior commitment of Maurizio’s “Auryn Private Corp’s” to fund all exploration and exploitation efforts apparently stayed in place and remains to this day (thankfully for the shareholders). From the point of view of “Auryn Public Corp.” or “AUMC”, “Auryn Private Corp” apparently remains a “related party with an OPTIONS contract”. They have an OPTION to be repaid for their cash advances once the DL2 Mine is churning out profits. It doesn’t appear that “Auryn Private Corp.” was dissolved when “Auryn Public Corp.” was formed.
The third “Auryn” is “Auryn Public Corp.” which trades on the OTCMarkets as “AUMC”. This corporation was formed when Medinah, Nuoco and “Auryn Private Corp.” consolidated their mining concessions at the ADL Mining District, into a package of about 10,500 hectares. The corporate structure came from the old “Cerro Dorado” corporate structure. The former Cerro Dorado shareholders owned about 5% of the mining concessions at the ADL and their shareholders were given 5% of the shares of “AUMC” or “Auryn Public Corp.” Other corporations have tried in the past, but it took Maurizio Cordova’s efforts to consolidate all of the disparate mining concessions at the ADL into one consolidated entity.
In this rather unique set of circumstances, the phraseology and the accounting seems a bit complicated. From a pragmatic point of view, management has clearly stated, many times, that the cash advances are being treated in an “off balance sheet” manner. We have been warned not to expect “Auryn Public Corp.”/AUMC, to pay off the cash advances directly. Those that advanced the cash will need to deal directly with the purchasers of the ore, once the profits are flowing. From how I, not an accounting professional, read the situation, perhaps there TECHNICALLY is no “DEBT” owing, unless and until, “AUMC” becomes profitable. Once the profits start flowing, the cash advances may or may not appear on the balance sheet as “DEBT”. From an investor point of view, the key is for management to continue to inform us of the net amount of the unrepaid cash advances on a timely basis, as has been their history. Of the $10 million line of credit awarded to Maurizio, it is not clear how much of that has been accessed or if any of it has been accessed to date. It may or may not be available to fund the construction of the froth flotation facility.
HOW DO HOLDING COMPANIES WORK IN THE REAL WORLD?
Imagine you have a holding company with 8 subsidiaries. Some are doing great, some mediocre and some not so good. The holding company holds a “controlling interest” in all 8. If subsidiary #6 needs money, the holding company can approach a financier and pledge a controlling stake of the assets in subsidiary companies #2, #4, #6 and #8. The bank is happy because it is well-collateralized. The holding company gets the money and directs it to subsidiary #6.
If company #5 needs money and is doing pretty well, it can approach a bank by itself independent of the holding company. It pledges its assets against a loan. If something goes wrong with subsidiary #5, the bank has no claim against the holding company or the other 7 subsidiaries. So, a holding company can pool together assets when one of the subs needs money but they can also limit liability when a sub acts by itself. Holding companies add FLEXIBILITY.
The 5 main benefits of holding companies are: liability protection, controlling assets for less money, lowering debt financing costs, fostering innovation and day to day management not required because the subs have their own management team.
It is my contention that if the ADL Mining District was seen by bankers as worthy of a $10 million line of credit, way back when, then the chances of it qualifying now that the DL2 Mine is in “production and stockpiling” mode, probably aren’t that bad. Extremely high-grade stockpiled ore, in conjunction with a froth flotation facility capable of increasing the value of each tonne of that ore from about $4,500 per tonne to about $9,500 per tonne, based on management’s calculations, seems like a pretty impressive source of collateral for any loan. The other option on the table would be to just ship the high-grade ore, as is, without being froth floated, to Enami’s DIRECT SMELTING facilities, which Auryn recently did via their “experimental batch” shipment, and take the $4,500 per tonne to pay for the facility. It would leave a lot of money on the table, but it would get the job done in a relatively short amount of time.
ONCE THE FROTH FLOTATION FACILITY IS IN PLACE, WITH OR WITHOUT A COMPANION CARBON IN LEACH (“CIL”) CIRCUIT, AS WELL AS THE NEW ON-SITE ASSAY LAB, WHAT HAPPENS TO THE “VALUE” OF THE VARIOUS MINERAL ASSETS IN PLACE AT THE ADL MINING DISTRICT?
The current VALUE of the entire ADL Mining District would be predicated on the current values of its constituent parts. Most of the attention recently has been on the new DL2 Mine, but the DL2 Vein is just one of 6 major veins present at the ADL. The ADL also hosts the Pegaso Nero copper-moly porphyry prospect, the LDM stratabound copper-gold/shear zone deposit, and a variety of skarns, breccias, mantos, etc.
The individual values of EACH of these deposits/prospects will increase markedly once a froth flotation facility and an on-site assay lab are in place. An on-site assay lab makes the exploration process much more efficient in that decisions can be made much quicker when critical information is more readily available. To a potential strategic alliance partner wishing to enter into a JOINT VENTURE relationship to explore one or more of these prospects, an on-site lab would be very desirable. Is there somebody currently in the background, prodding Maurizio to install an on-site lab? I couldn’t tell you but if I were a major or mid-tier miner with an interest in the ADL, I’d sure be bending Maurizio’s ear a bit.
Since Auryn has so many high-quality mineral prospects that are not likely to be monetized in the near term, I think that the ideal scenario in regards to the construction of a froth flotation facility and on-site assay lab would be to seek a partner willing to build these facilities, on their dime, in exchange for the use of the facilities and a minor stake in one of the mineral prospects of their choosing. Is this a long shot at this point in time? Absolutely, but the demand for copper-gold prospects right now has never been higher.
WHY MIGHT AMPARO (MAURIZIO’S WIFE), HAVE BEEN ADDED TO THE BOD OF “AUMC”?
As far as adding Amparo to the BOD of “Aumc”, it might have to do with VOTING CONTROL issues or some of the new rules about “DIVERSITY” amongst BOD members for corporations applying to trade on the NASDAQ. This is only a guess. The question arises as to why NOW, what has changed or is about to change, that resulted in this move?
If a mining entity wants to do a deal with “AUMC” and they insist on BOD representation, Maurizio might place Amparo onto the BOD for VOTING CONTROL issues. We don’t know if the 2 recent BOD appointees, Isac and Mark, are Maurizio’s choices or that of a potential strategic alliance partner insisting on board representation in order to keep an eye on its new partners. This is only a theory. It could have to do with FUTURE BOD appointees and maybe Isac and Mark were indeed Maurizio’s choices. Who the heck knows? Businessmen that operate through “holding companies” are very interested in CONTROL issues.