Here's to the crazy ones, the misfits, the rebels, the troublemakers, the
round pegs in the square holes... the ones who see things differently -- they're
not fond of rules... You can quote them, disagree with them, glorify or vilify
them, but the only thing you can't do is ignore them because they change
things... they push the human race forward, and while some may see them as the
crazy ones, we see genius, because the ones who are crazy enough to think that
they can change the world, are the ones who do.

Steve Jobs
US computer engineer & industrialist (1955 - 2011)

Saturday, September 29, 2012

Expose Alderon Iron Ore Corp - Part 1

Alderon Iron Ore Corp came to everyones attention in the province when former premier Danny Williams was named Special Advisor to the Chairman in 2012. A little known company that was suddenly the next Thompson Consolidated mine. It has been in the press advocating its need for Muskrat Falls power yet we know nothing about it. This series will attempt to answer some of those questions.

It all began with the incorporation of the name Comanche Resources Inc, under the Company Act (British Columbia), March 21, 1978. A little less than a year later, February 28,1979, its name was changed once more to Shawnee Oil Corporation. While it was difficult getting any information on these two names, both reappeared in the United States in later years - now defunct and registered as inactive foreign for - profit corporations. On June 11, 1981 the company changed its name yet again - this time to Enfield Resources Inc. Again, not much information was available, and again the same name reappeared in the United States. Enfield Resources Inc was formed in Delaware, May 20, 1986 and appeared in US bankruptcy court on March 10, 1989. Whether or not there is a reason behind this U.S link or it is simple coincidence is anyone's guess.

The story really starts to take life on June 30, 1989 when the company name is changed one more time - Pacific Summa Capital Corp. The records show one Dennis Kozak President and Director, with an office at Suite 411-850 Hastings Street, Vancouver, BC. It appears for the first time as a publicly traded company on the Vancouver Stock Exchange under the symbol PSU.

The Vancouver Stock Exchange (VSE) was essentially the wild, wild west of stock trading in North America. Wikipedia describes it well during the period:
" In 1991, it listed some 2300 stocks. Some local figures stated that the majority of these stocks were either total failures or frauds. A 1994 report by James Matkin (Vancouver Stock Exchange and Securities Regulation Commission) made reference to 'shams, swindles, and market manipulations' within the VSE. Regardless of the low opinion several held in it, it had roughly four billion dollars in annual trading in 1991."
To be clear, this in no way suggests the companies mentioned in this article were involved in such activities, but it gives you a sense of the backdrop to this story.

On June 28, 1991 Pacific Summa Capital Corp changed its name to Pacific Summa Environmental Corp, and issued a share swap of one old for one new share. It signalled a change in the company's focus as it tried to market two products which it had US patents for: Enviro Hazmate (fire extinguisher); and Zeomix (material for toxic clean up). The company entered into an exclusive distribution deal for Zeomix which was subsequently cancelled. On June 16, 1997 the BC Securities Commission filed a Cease Trade Order against the company due to outstanding annual fees. On September 16, 1997, the Securities Commission banned Kovack from trading in the companies stock, because he failed to file insider's disclosure documents. Other members of the board at that time included Gerald Jardine, John Toljanich, and David Van Dyke. On March 10, 1998, Kovak resigned as President of the company. The company itself was suspended from the VSE on July 16, 1998. The Cease Trade Order was revoked on July, 27, 1998. Gerald Jardine took over as President and the company delisted from the VSE on November 26, 1999. Significantly, Mark Brown took over as CEO. On November 27, 1999 the company joined the TSX venture exchange. Its high value was on the VSE at $3.35 a share, and its low value was $.01 a share on the TSX when it delisted on August 8, 2000.

The next day, Pacific Summa Evironmental Corp was renamed as Traux Ventures Corp. The company by this time was carrying a deficit of $10 million dollars from its previous years, had failed to launch any successful projects, and left many disappointed investors in its wake. To launch Traux the Board of Directors initiated a 30 to 1 reverse share split. That freed them to launch yet another share offering to recapitalize the company. On April 30, 2001 Reza Mohammed took over from Mark Brown.

Reza Mohammed ran a large number of exploration companies from his tiny office in Vancouver. The companies all had the same fax and phone number, and board members - particularily one Anita Algie. Mohammed was a realtor in the Vancouver area, and earned a degree in the mid eighties. Some of the companies he ran included: Tellford Management; Cuda Capital Corp; Titus Capital Corp; Gold Key Capital Corp; etc. The one director that stands out on most of his companies was Peter Born. Born not only sat on Mohammed's boards, but he also sits on the Advisory Board of Forbes and Manhattan - a relationship that will become crucial to Alderon. Mohammed also sat on the Board of Directors of Castillian Resources Corp. Castillian was, and remains, a Forbes and Manhattan interest. It's at this stage of the company's life that Forbes and Manhattan becomes an influentual factor in the company.

Also joining Traux at this time was Senator Edward Lawson. A veteran of the Teamsters Union, Lawson was appointed as an indepedendant Senator by Pierre Trudeau and became a Liberal Senator when Paul Martin won the Liberal leadership. Senator Lawson was very involved in mineral exploration companies. Lawson's lawsuit against Sun media over a story outlining his relationships with stock fraudsters David Ward and Ed Carter created national headlines. Interestingly, the US department of Justice filed suit against the Teamsters executive (Lawson included) alledging the executive, and 26 mobsters, had conspired to hijack the union from its members. The issue was settled when the executive agreed in writing to reform the Teamsters. Lawson took over the role of Chairman of Traux.

Traux followed the path of its earlier incarnations. It achieved little. It traded alot of stock. Its overall deficit remained about $10.5 million. Its highest stock value was $.58 per share on November 17, 2003, and its lowest was $.115 on June 3, 2004. It delisted from the TSX on August 31, 2004.

On September 1, 2004, the company's name changed again - this time to Aries Resource Corp. As had become the norm the Board authorized a reverse share split of 4 old for 1 new share. Members of the Board at this time included Reza Mohammed, Senator Lawson, John Kowalchuck, Anita Algie, and John Harper. Notably, all the original Pacific Summa directors were gone at this point. A significant entry into the company was a 2 million share purchase by Doctor's Investment Group, a Bahamian registered company, owned by Michael W Taylor. Aires made an application at this time to transition into the Business Corporations Act (BC), and on the same day shareholders passed a special resolution to change its authorized capital to an unlimited number of common shares without par value. The next four years proved to be generally fruitless for the company. Its accumlated deficit increased to over $11 million. Thomas Tough, a director of Desert Sun Mining Corp, a Forbes and Manhattan interest, joined the Board. At the annual general and special meeting of September 4, 2008, shareholders passed a motion for a 10 to 1 share reverse and a name change to Alderon Resources Corp.Nineteen days later the stock completely collapsed. Reza Mohammed resigned as president on August 12, 2008. The saviours of the company were to be Emprise Capital Corp who invested in the company, appointed its Jeff Durno as president, and Robert Chisholm as director. In the words of Emprise: " Complete restructure and reorganization (of Alderon)".

The first few decades of the company's life saw it swing from one interest to another. It sold large amounts of shares, did numerous reverse share splits that crucified investors who were unlucky enough to invest, and fed numerous officers with handsome management fees. It went from oil exploration, to mining exploration,to capital fundraising, to environmental promoters, and back to mineral exploration. One thing it did not do was achieve any purposeful, positive return to its shareholders. It ended this era with a sorry $.01 per share worth. In the wild, wild west days of the VSE it behaved as most did. In its transformation to the TSX it did no better. By 2001 it was becoming infiltrated with people closely aligned to Forbes and Manhattan. The stage is now set for the Forbes and Manhattan remake - that is Part II.

Saturday, September 22, 2012

The New Dawn Agreement-Hidden in plain sight

On the 26th day of September, 2008, almost four years to the day, the New Dawn Agreement was signed between the government of Newfoundland and Labrador, Nalcor, and the Innu Nation. It was meant to satisfy the constitutional requirement of consultation with aboriginal people when their lands are affected by proposed developments. For good measure, this agreement included compensation for the Upper Churchill development, which they were not consulted on in the 1960s, and an Impacts and Benefit Agreement (IBA) to compensate for the proposed Lower Churchill Development. On the face of it, and certainly in the reporting of it, the New Dawn Agreement is a long bit of long overdue justice for the Innu people, but is that all it is?

I began studying the Agreement in an effort to find clues on the financing of Muskrat Falls. The question in my mind was:
Is there any place in the last 5 years that the government of this province would have to expose itself, throw some cards on the table as it were, with regard to its plans on financing Muskrat Falls. The New Dawn Agreement fell into that category. If the Agreement's purpose was to lay out compensation for the Lower Churchill Development, then surely it must also include factors restricting that compensation. Here is what I found:

" (v) After Debt Net Cashflow is to be determined as follows, with all elements of the calculation related to the generation comonent of the Project and determined using Canadian Generally Accepted Accounting Principles ("GAAP"):

(1) Gross revenues, less transmission costs for market access including any applicable open access
transmission tarrifs and related upgrades; minus
(2) all operational and maintenance expenses and related charges, excluding depreciation and
amoratization on capital assets; minus
(3) all debt service costs related to the Project with respect to financing in place at First Commercial
Power, both Project and equity related, including but not limited to principal repayments, interest
guarantee fees, issuance fees and all other financing fees tat may be charged from time to time; minus
(4) All debt service costs related to borrowings subsequent to that in place at First Commercial Power,
both Project and equity related, including but not limited to principle repayments, interest, guarantee
fees issuance fees, and other financing fees that may be charged from time to time; minus
(5) refinancing fees and related costs; miuns
(6) preferred dividends (related to financing) incurred during the year; minus
(7) income and other taxes paid and payable during the year; minus
(8) capital expenditures incurred during the year; minus
(9) an allowance for decommissioning costs.

The " (6) preferred dividends (related to financing)" caught my attention. Ed Martin, CEO of Nalcor, has stated publicly that, in regard to traditional financing for Muskrat Falls:
"No question about it, and as I mentioned before, we have the lead arranger in place and this is all bid stuff. So whoever comes forward with financing we're going to use the cheapest financing."

Fair enough. Sounds reasonable and prudent. Just one problem. Preferred dividends are paid out to investers based on the issuing of preferred shares by that corporation. In other words, its not bid stuff handled by a neutral third party arranger. Its a deliberate act by a corporation to give up some amount of ownership to other interests (almost always private) in exchange for raising money. Preferred dividends are normally fixed and entitle the holder of those shares first payment before common shareholders on dividends ( which is why preferred dividends are included in the New Dawn Agreement to be deducted before the Innu get their share) In the case of Nalcor that would constitute a form of privitization.

Which brings me to the other part of the New Dawn Agreement that directly ties into this strategy:

" (c) In the event the parent company of CFLCO sells any of its common shares the Innu Nation shall be entitled to receive three percent (3%) of the proceeds received from the sale of those shares...
(d) If CFLCO issues a new class of shares with the purpose of diluting the value of the the dividend on common shares referred to in section 2(b), above, the Innu Nation's share of dividends is to be calculated as if the new class of shares had not been issued."
This section deals with the effects of selling or issuing new shares in CFLCO for the purpose of outlining how that would effect the Innu's bottom line on the Upper Churchill portion of the deal. However, it still points to the fact Nalcor is envisioning a sale of shares that would dilute its control over CFLCO, which is a privitization.

I asked Nalcor for a comment on this story, and they sent me the following response:
" This provision allowed Nalcor or its subsidiaries flexibility to issue preferred shares should that way of financing prove feasible and appropriate... There are no specific plans to do so at present. This is not a privitization or a royalty trust."
When I followed up with a question asking who they would sell these shares to if it proved feasible and appropriate they would not answer.

It seems clear that Nalcor is contemplating a preferred share issuance in CFLCO to in part fund the Muskrat Falls project. Preferred shares can be utilized on their own, or as part of a Royalty Trust. Nalcor, as a crown corporation, has shown us a part of its hand. We haven't seen the whole hand as yet. We don't know what rules the government has placed on Nalcor and the lead arranger. Is there a required Newfoundland and Labrador component? Ed Martin has already said it must be the cheapest form of financing. Royalty Trusts and preferred shares are normally cheaper, especially in the long term, than traditional bank financing.

Will the government attempt to shield the details of financing Muskrat Falls with Bill 29? In regard to royalties it now states:
" Section 27 of the Act is repealed and the following substituted:
(2) The head of a public body shall refuse to disclose to an applicant information that was obtained on a tax return, gathered for the purpose of determining tax liability or collecting a tax, or royalty information submitted on royalty returns, except where the information is non-identifying aggregate royalty information."

In other words, Nalcor is a public body, and it is forbidden by law to disclose royalty information submitted on royalty returns. Thanks to the sudden and determined passing of Bill 29 by the provincial government.

We live in a time of secrecy in Newfoundland and Labrador. A secrecy designed to protect the interests of certain people and companies involved in the Muskrat Falls project. This little bit was hidden in plain sight.

Saturday, September 15, 2012

The Problem With Dean MacDonald

One lunch with the St. John's Board of Trade can say so much. Dean MacDonald, for those that don't know, is the b'ys choice to take leadership of the Liberal Party of Newfoundland and Labrador. He's meant to take charge as the PCs decline, which is no coincidence. Set up early in life by Danny Williams, and a few well positioned business deals related there to, he moved on to be groomed in the business circles of Toronto. His company in Toronto, where he spends most of his time, has the establishment likes of Brian Mulroney sitting on his Board of Directors. He is meant to pick up the sword from the dying PCs, and slay the orange dragon (NDP) considered to be on the rise and threatening to send the province back to the days of have not with its irresponsible proposals for the province. That pretty much sets the stage.

So friday they had lunch. It was given publicity by the press for a good two weeks beforehand. Apparently, the very presence of such a man, and the "address" (as the Telegram put it) he was to give were that newsworthy. It was called an "address", because saviours do not give political speeches to promote themselves. That is below the run of the mill saviour. They are only interested in the people, and the fact they are being promoted as a political leader is an unfortunate burden they must bare as the only voice of reason and hope. He is being portrayed as the latest saviour for Newfoundland and Labrador. In order to need a saviour though there needs to be something to be saved from. MacDonald's central "crisis" theme thus far, in his own words, seems to be:
"As a citizen of the province, when a premier walks in the door on day 1, we all want them to succeed...Unfortunately, for the premier, it's been an unmitigated disaster. There isn't a file you can show me that she has handled well - she really hasn't."

The problem with MacDonald's choice of words is the premier of any province does not handle files - their cabinet ministers do. Of course that would muddy the waters that it was all Dunderdale's fault. You see, if it is all her fault, and the rest of the PCs aren't blamed, then they are more likely to join MacDonald at the right time - as per the schedule. Whether Dunderdale never saw her role as the fall guy from the very beginning with the PC leadership race is her problem, but one that good ol' Dean is meaning to capitalize on.

In his role as saviour he called from the mountains to the business community to rise up against the "unmitigated disaster" and speak out:
"We're knowledgeable stakeholders on this, and we should have a very, very loud voice on it, and provide leadership, because I think leadership on these matters would be helpful...It's not about partisanship. It's about good stewardship."
Translation: Its not about partisanship, but hey, I'm running for the Liberal Party leadership, so let's put her down so I can take over - don't worry you will be invited to the party.
He goes on to ridicule the handling of the budget deficit, Muskrat Falls, Bill 29, and the labour shortage in this province. All important issues you say?
The problem with MacDonald, and his arguments, is his hands have blood on them. He would have to explain how he is so opposed to deficits that he signed a lease deal on a newly purchased building with the PC government that saw the rent bill for that government agency go from $200,000 a year in their old location to over $900,000 in his new one. He could also explain why he sold to that same government agency the used furniture left in the building, untendered, for over $85,000. Then there is his support, for Muskrat Falls which has cost the taxpayers to lose $1 billion so far, and has significantly contributed to the deficit.

There is his issue with oil pricing forecasts. As the Telegram put it:
" MacDonald said no other jurisdiction in North America has budgeted based on oil being $124 a barrell like the province did, and that estimate initially masked massive overspending.' What really makes me mad is I think it's just a plug number to balance the budget, which means there's all sorts of overspending.' he said, saying that Alberta budgeted on a $95 barrel of oil."

MacDonald's arguement gives no play to the fact that the PC government somewhat inflated their oil numbers to portray a better than can be expected deficit, because $650 million was taken from the operating budget forthe purpose of financing Muskrat Falls - his pet project. In an apparently obvious political manipulation to try and make the government look inept he cited Alberta's budgeted oil projection of $95 a barrel, but choosing not to state that Alberta prices are based on West Texas crude pricing, while this province uses Brent crude pricing. West Texas is normally $15-20 a barrel cheaper than Brent, so the real difference in oil projections between the two provinces is about $10 a barrel. That still leaves the government's high, but nowhere near the falsely exagerated example given by MacDonald.

His criticism of Bill 29, and his condemnation of government reprisals for speaking out is almost to foolish for words. MacDonald supported Danny Williams for eight years. A government that held "purple files" on journalists that gave negative reviews on the goverment. A government that promised whistleblower legislation, but never delivered. A government that expropriated businesses. A premier that was known to crucify anyone that dissented - Manning, etc.

MacDonald did not once publicly criticize Danny Williams methods. Instead, he profitted during Williams reign. He decries financial mismanagement while advocating for the Muskrat Falls project, and the Gull Island project that they plan to follow with. He portrays himself as a new voice of reason and discipline, yet he comes from the very same group that has put the province in its current financial problems.

What we didn't hear him say was how the gross debt will potentially double with the construction of Muskrat Falls. We didn't hear him say how that would raise annual interest payments on servicing the debt, and how that would impact future deficits. We did hear him critique the business community for not speaking up, but we did not hear him speak of the province's accountants questioning of Tom Marshall last year on the impact of losing $500-600 million per year with the loss of federal offset payments, and the impact that would have.

Yes, the problem with Dean MacDonald is in what he says and what he does not. He is not new. He does not represent change. He is the same old same old.

Wednesday, September 12, 2012

Referendum - Refer It

I always enjoy a good debate with the knowledgable and gregarious host of the VOCM Backtalk radio show - Paddy Daly. Paddy admits to reading this blog on a fairly regular basis, and I certainly listen to his show daily. Today the big debate was a referendum on the proposed Muskrat Falls project.
His first question to me via twitter today: " Was the last general election a referendum on MF (Muskrat Falls)?"
My answer to that was, quite frankly, no. You may recall during the election that the only dollar figures available on the Muskrat Falls project were the DG2 (decision gate 2 ) numbers provided by Nalcor. Unfortunately, DG2 numbers were based on a project definition of 5-10%. In other words, the $6.2 billion projected at the time was one hell of a ballpark figure. The public were confused, and the opposition, official and unofficial, ridiculed the numbers to the point the government was on the permanent defensive. As a result, the public chose not to make Muskrat Falls a re-election criteria, and instead it focused on the economy and a sudden influx of new fire trucks to small, rural communities. The media also chose to dismiss Muskrat Falls as a serious election issue, and instead focused primarily on the fall of the provincial Liberal Party in the polls and the race for second place. Under those circumstances, there was no chance to have the provincial election act as a referendum on Muskrat Falls.

Of course, the fact that the PC Party gained a majority, albeit reduced, certainly gives it the legal right to act unilaterally and force the project through - as it did with Bill 29. The problem is, as they found out with the political fallout from Bill 29, these things eat your political capital faster than a starved man feasting on a steak. The all important high ground, or moral high ground as some refer to it, falls just as quickly. Without the high ground the government loses the ability to legislate and certainly dooms its re-election. Normally given such a scenario the many backbenchers, and some ambitious cabinet ministers, would apply enough internal pressure to halt such a proposal. However, this is Muskrat Falls. Logic is not a word that one could apply to this government's approach. For instance, there is Natural Resource Minister Kennedy's comments on buying power from Hydro Quebec as an alternative to Muskrat Falls:

"So we could be buying power from Quebec that is generated in Labrador. There is something immoral about that, but unfortunately, as the current power contract currently exists, it is not illegal."

Minister Kennedy has a perverse definition of "immoral" considering most people would consider not purchasing power at say five cents a KW from Hydro Quebec in favour of power that will cost 20-30 a KW from Muskrat Falls as immoral if there is a cheaper alternative. The source of that power is really quite irrelevant to most people. This is just one of many examples of the lack of logic that is rampant in this government's approach.

Paddy then has this to say:
" I would be surprised if the majority of NLers wanted a referendum on MF."
Tough one to argue. On the one hand Paddy has no proof to back up his assertion, and on the other hand I have no evidence they do. That being said, what logical person could be upset at the prospect of being able to exercise their democratic right, on a clear question, regarding a serious financial matter that will single handedly shape the financial future for generations?

If elections were enough to give a government the right to do as it pleased we would have never witnessed a referendum in this country. We have had separatist governments in Quebec elected with the known sole goal of splitting the country up. Was their election a referendum on separatism, and their victory an instant endorsement of that goal? No. They held a referendum, and lost. The government of PEI held a referendum on the fixed link. The BC government held a referendum on the HST. The New Dawn Agreement had to be appoved by a majority of the aboriginal community in the one and only referendum on Muskrat Falls to date.

So Paddy ol b'y, an election is an election, but a referendum is the way we must go on Muskrat Falls.

Thursday, September 6, 2012

Hydro Quebec Welcomes New Business

So, as the Williams, Dunderdale, Kennedy story goes, Hydro Quebec is holding us in a stranglehold. Not only are they denying us access to their power distribution system, but they are holding hostage our ability to develop Labrador's resources. When they say resources, or, industrial development they mean mines.

May 15, 2012, Jerome Kennedy: " Mr. Speaker...there is no dealing with Quebec on the issue of hydro-electricity power in Labrador...We need power for the island, so we buy power back from Quebec, if we could...".
Kathy Dunderdale: "Is all of the development in Labrador going to be hostage to Hydro-Quebec in terms of energy for development? ...That's a big part of the debate that needs to take place over the next few months."

Food for thought. Is Hydro Quebec holding Labrador development hostage? Is it so bad that we must nearly double our gross debt to free ourselves by building Muskrat Falls? Is Hydro Quebec denying us power for that purpose? Have we approached them to supply us the 1000 plus mw possibly needed in Labrador for mining development? Are they willing to talk? Would it save us 5-6 billion dollars if we could make a deal? I had to try and find out. The Newfoundland and Labrador government has been notoriously closed mouthed about any deals that would weaken, perhaps fatally, their case for Muskrat Falls. So where to turn? So, in a shot in the dark, I decided to ask the bad old b'ys themselves - Hydro Quebec.
Here is my email to Hydro Quebec:

" Much of the discussion here on the proposed Muskrat Falls project has painted Hydro Quebec in a very negative light - as uncooperative, a menace, and a major factor in thwarting development in Labrador. It occurs to me that Hydro Quebec has not been given a chance to address these charges. Therefore, I would like to write a story on the validity of these claims. Specifically, the following questions:
1. Does Hydro Quebec have the excess capacity to sell electric power to this province via the Upper Churchill facility and transmission system?
2. If yes, would Hydro Quebec be prepared to enter into a power purchase agreement with this province's utility to supply between 800 - 1200 mw of power at a fair rate?
3. Has the Newfoundland and Labrador government, or its utility Nalcor, approached Hydro Quebec as to the feasibility of such a PPA?
4. If yes, was there a formal request and if so was it turned down?
5. Any other comments you may have to put forward Hydro Quebec's position on these matters."

I was surprised and bewildered at the one sentence response I received :

"Dear Mr Cabana, Hydro Quebec is always willing to explore new business opportunities."

In other words, 800-1200 mw of power to this province from the Upper Churchill is open to exploration. In other words, they are not blocking industrial development in Labrador, and, to the contrary, appear to be willing to sell us all we could need. The Premier and her government have been selling us a line that is quite simply false. They've put it out to the media. They've said it in the House of Assembly. Purchasing cheap power from Quebec, even if it was ours to begin with, is not an option, and Quebec is blocking industrial development of Labrador. Now we know, that is simply not true. It is a serious misleading of the people of Newfoundland and Labrador. Now you have it, right from the source: " Hydro Quebec is always willing to explore new business opportunities.".....NOTE: To Danny Williams, this reply was requested and answered in one day - the first day of a separatist victory in Quebec.