Expose Alderon Iron Ore Corp - Part 2

Alderon entered 2009 as essentially a shell company, and heavily under the influence of Forbes and Manhattan. Enter the Exploration Group, head quartered in Vancouver (run by Mark Marabito), and Altius Minerals of Newfoundland and Labrador. The Exploration Group was shown until recently as a Forbes and Manhattan company. In February, 2012 the Exploration Group made that association clearer by rebranding itself as Forbes West. Forbes and Manhattan's, and Exploration Group's earliest success in Newfoundland and Labrador was launching Brian Tobin's Thompson Consolidated iron ore mine in Labrador. Their other project with a long hisory in the province is Cross Hair Exploration - a uranium exploration company. They were behind the eight ball developing their uranium project compared to fellow promoters Altius.

Altius, incorporated in Alberta on March 5, 1997, traded on the Alberta Stock Exchange, and then the TSX(1999) and TSE(2007). Altius created Aurora Energy in 2003 with Australian, Fronteer Development Group to develop uranium prospects. Australia's Paladin Energy Ltd now owns Aurora with Altius holding shares and a 2% gross sales royalty. On June 23, 2008 Altius announced an agreement to jointly develop its Kami project in Labrador with Norvista Resources Corporation, a Brian Tobin interest. The joint effort failed to produce and Altius turned to Mark Morabito.

Morabito formed a shell company, 0860132 BC Ltd (Privco) and entered into an agreement with Altius known as the Privco - Altius Option Agreement. Essentially, it had the following elements:

1.) Privco gained the right to a 100% interest in the Kami project;
2.) Privco had to assign that option to a mutually agreed public company listed on the TSX or TSE;
3.) Meet seperate exploration funding targets of $1 million and $5 million within a year at the Kami site;
4.) Altius was to receive a 3% gross sales royalty; and
5.) Altius was to receive 50% of the shares in the public company.

The deal was announced on November 2, 2009. On Decenber 3, 2009 a private placement of 10,000,000 shares was issued by Alderon at $.15 per share. The offering was carried out by Delano Capital Corp, owned by Julian Bharti - Stan Bharti's son, and Axeman Capital Corp, which had a history of brokering offerings for Forbes and Manhattan companies. On December 8, 2009 the Annual Meeting of Alderon authorized a 2 for 1 reverse share split as required by the Privco sale agreement. On December 16, 2009, barely one month after the Altius Option was announced, Mark Morabito announced he had entered into an agreement to sell Privco to Alderon.

2009 was a transitional year for the company as it entered the Forbes and Manhattan fold as a shell company with a future purpose. Its annual financial statement for the year showed a cash balance of $4,920.00 and an accumulated deficit of $20,631,963.00. It was now in the hands of Emprise Capital for the apparent purpose of rescuing it to the point that it could be functional - even as just a shell company. Emprise was to receive 3,500,000 shares as compensation for debts owed to it by the company. The company had reached such a low point that on June 30, 2009 a cease trade order was issued by the BC Securities Commission for failure to provide audited financial statements. The order was revoked upon their submission on August 13, 2009. Alderon was ready for a change for the better. That started in 2010.

On January 15, 2010 Alderon issued another private placement of 10,000,000 shares - this time at $1.00 per share. Delano Capital was again a broker on this placement, as was Axeman Resources Capital and PI Financial Corp. http://tinyurl.com/9raoa5x
On January 19, 2010 Alderon completed another requirement of the Privco purchase and replaced its entire board with the Forbes and Manhattan team: Out - Jeff Durno, Robert Chisholm, Aron Buchman and Craig Goldenberger; and In were - Mark Morabito, Stan Bharti, Bruce Humphrey, Brad Boland and Patrick Gleeson. In addition, Altius as the controlling shareholder gained the right to name three members to the board, but chose to name two - John A Baker, and Brian Dalton. On February 19, 2010 Alderon listed on the American NASDAQ exchange.

On March 3, 2010 the Privco/Alderon deal was completed. Mark Morabito received 5,000,000 post consolidation shares in Alderon for acting as essentially the middleman between Alderon and Altius. Altius received 31,778,081 post consolidated shares, and a controlling interest in Alderon. Alderon also agreed to fund exploration on the Kami project of $1 million in the first year and $5 million in total in the first two years http://tinyurl.com/9kvrmhn . Altius had already completed aerial reconnaissance on the Kami project in 2006-2007, but there remained drilling, etc ahead.

On November 26, 2010 Alderon announced a private placement of 7,300,000 share units http://tinyurl.com/9sc4mrf . The price per unit was $2.20 and entitled the holder to a warrant of one common share and one half a common share exercisable at $2.80 for a period of 24 months from the closing of the offering. The original offering was valued at $16,060,000.00 with an additional over-allotment option of upto $4,015,000.00. The Alderon press release named Haywood Securities as the lead underwriter. However, Delano Capital Corp, owned by Stan Bharti's son, claims to have conducted the transaction: 9,125,000 units at $2.20 per unit for $20,075,000.00. The press release states there is a 6% commission, so one could assume the return for Delano Capital Corp would have to be around $1,204,500.00. The purchaser of these share units remains confidential.

In Part 3 of this series the Americans and the Chinese arrive at Alderon; Alderon gets political; and Muskrat Falls gains a new champion in Alderon.

The Alderon/Williams Lawsuit Letter

As some of you may know, I was served with a letter from Alderon Iron Ore Corp two weeks ago today. The story begins with a phone call received on my business phone on May 9, 2012. It was a 416 number, and a woman asked: "What area of town is your business in?" I responded: "the east side." She then asked: " what is your address?" I asked: "Why do you want to know my business address?" She said: " I want to see your work." I said: "You can see our work on our business website." and hung up.

For curiousity, and because I knew a person from Toronto wouldn't be stopping by to see my work, I phoned the 416 number back. Low and behold if it wasn't the number of Cassels Brock law firm in Toronto. Several attempts to contact them for clarification for the need of my address failed to receive a response. The matter has now been sent to the Law Society of Upper Canada in the form of a compaint. You see, it's not legal for a law firm to misrepresent itself to gain information. But I digress. It just so happens that the senior partner of Cassels Brock was named to Alderon's board of directors, along with Danny Williams, on March 28, 2012. Danny Williams was granted 1,125,000 share options on the date he joined the board ( he has since acquired an additional 100,000 shares under 10981 Newfoundland). That compares to John Vettese/director (Cassels Brock) 300,000 share options; John Baker (Altius) 400,000 share options; Todd Burlingame 250,000 share options; Brian Dalton (Altius) 400,000 share options; Gary Norris 250,000 share options; and on it goes. Suffice it to say that of all the directors of Alderon, Danny Williams got the biggest number of share options of any director or officer in the company. Why that is the case? I do not know.

But there is a little background for you. Here is the document served on me by Alderon, although it appears to be almost completely about Danny Williams. Just a quick pointer: You will note that almost all comments on it that Alderon says are defamatory are quotes from the radio host, and not me. You will likely also notice the many references to discussing the Muskrat Falls project, which considering Alderon came out this week publicly campaigning for the project, seems a little rich. More on that later, but for now here is the letter (click on each letter to view):

Muskrat Falls Deducted

It's important to remember that in the beginning the Muskrat Falls project was billed as Newfoundland and Labrador's green alternative to replacing the Holyrood thermal plant, and bypassing Quebec to be a major exporter of electrical power to the US via Nova Scotia. If there was any surplus power it would: "be recalled as needed for industrial development in Labrador". The word "mines" was not mentioned once in the government's press release  http://tinyurl.com/6vz2unw . Despite the fact that the government was fully aware of the many mining developments that were at various levels of development, and despite the fact that the government was assisting in those developments, and despite the fact that the government knew full well the mining developments would require massive power that was not currently available, it did not use the word "mining" even once in its press release announcing the Muskrat Falls project. So it flew under the radar.

That was 2010. Fast forward to today. Today there is no agreement between Nalcor and Emera to transmit power to Nova Scotia - the original term sheet expiry date is now some 7 months old. There is no federal subsidy, or even a mention of it, for the Maritime Link that would have seen Emera receive over $300 million to assist with the undersea cable. There in fact is no formal agreement signed between Nalcor and Emera to construct the Island Link from Labrador to Newfoundland. There is no written loan guarantee from the federal government. None of these previously crucial aspects of the original Muskrat Falls agreement are in place. That could mean several things. It could mean everything is just moving incredibly slow - slower than it takes for say many international treaties to be formed and signed. It could also mean that they were never intended in the first place.

Take the private conversation between Emera's CEO and the US consulate:

“Given that legacy, Spurr (Emera) remarked that he and his senior colleagues are equally cautious in dealing with the premier (Williams), with knowledge it makes more financial sense for N-L to do a deal with Quebec than with them.
“In fact, Spurr indicated he wouldn't be surprised if Williams ended up doing just that, and leaving Spurr and colleagues to speculate that Williams might be using them to exert more pressure on Quebec to offer a better deal for N-L.”

Of course Mr Spurr may have only been correct in his suspicion, but not in his conclusion. It could also be the case, knowing Williams' penchant for trying to play the federal government for funds, that the real goal was to have the federal government grant the provincial government a loan guarantee based on an "Atlantic Gateway" concept. Once the loan guarantee was granted Newfoundland and Labrador could back out of the Emera deal, and use a portion of that loan guarantee for a dam only project at Muskrat Falls. In other words, it could be that Williams' plan was not to build a link between Newfoundland and Labrador, and the same goes for the Newfoundland and Labrador/Nova Scotia Maritime Link. Knowing how Williams' tends to use the nationalist card in his dealings with the feds, it is entirely likely a threat of nationalist backlash might be used against the federal government if it did not provide a loan guarantee, at least proportionately, for a dam only project -as is happening right now.

We don't know for sure. All we can do is deduce from the evidence. Here's one bit from Williams on April 3, 2012:

" we have a federal loan guarantee worth up to a billion dollars"
Now a loan guarantee of up to a billion dollars would be insignificant on a $6-8 billion dollar project, but a dam only project could cost as little as $3 billion. A billion dollar loan guarantee in that context would make more sense, and at least have an overall impact on the financing costs. That's if you believe a dam only project could work in Labrador.

Here is where more evidence comes. The greatest source of clues lately has actually been in the House of Assembly itself. Minister of Natural Resources Jerome Kennedy has laid it out there in plain language. From Hansard:

Hansard 29 March, 2012

MR. KENNEDY: "Thank you, Mr. Speaker...
We have a very small market here and the oil companies are telling us that we are not going to build an infrastructure to bring a very small amount of natural gas to power Holyrood when, Mr. Speaker, there is no market. I say to the member for - the Opposition House Leader, even if we refurbished Holyrood, what does that do for Labrador mining projects? "


Hansard 30 May, 2012

MR. KENNEDY: "Yes, Mr. Speaker
What we are doing and what we have indicated is that there will be power available with Muskrat Falls, Mr. Speaker, if it is sanctioned and developed. Mr. Speaker, there are no firm contracts signed. I have met with all these companies. There is only one company that said we are willing to buy power. We are in discussions, Mr. Speaker, with these companies and if they want to sign firm contracts, then we will guarantee the power if Muskrat Falls is sanctioned, Mr. Speaker."


MR. KENNEDY: "Thank you, Mr. Speaker.
On March 27, the Member for Cartwright - L'Anse au Clair asked the Minister of Natural Resources to table in the House any correspondence, analysis or reports that government has in relation to the current and projected demand for electricity in Labrador and how such demand can be met.

Newfoundland and Labrador Hydro, Mr. Speaker, is a Crown corporation owned by the people of Newfoundland and Labrador. Its focus is on delivering safe, reliable, least-cost power to residents, businesses, and industrial customers in Newfoundland and Labrador.

Newfoundland and Labrador Hydro, Mr. Speaker, is also mandated to ensure that adequate planning occurs for the future generation, transmission, and distribution of power in the Province. There is currently 525 megawatts of available electricity from the Churchill Falls Generating Station to meet demand in Labrador. This includes the 225 Twin Falls or TwinCo block and the 300 megawatt recall block.

Labrador industrial customers, Mr. Speaker, currently use the full 225 megawatt Twin Falls block and an additional sixty-two megawatts of firm power from the recall block. After Hydro's rural customers and industrial contracts are supplied, there is between eighty and 280 megawatts of recall power available, depending on the time of year. At peak during the winter, Mr. Speaker, in Labrador, 220 megawatts of power is required, thereby leaving eighty megawatts for other use in Labrador or for other export purposes.

Strong commodity prices, Mr. Speaker, have resulted in record levels of mineral exploration in Western Labrador resulting in the announcement of a number of new mining projects. If all projects go ahead, Mr. Speaker, there will be an estimated $10 billion to $15 billion in capital investment for mining developments in Labrador in the next ten years. These new developments will require an adequate supply of electrical power at competitive rates to proceed. So much depends, however, on the need for iron ore in China. The demand for iron ore is affected directly by the Chinese economy.

If Muskrat Falls does not proceed, Mr. Speaker, there will not be sufficient power available for all of the mining projects to proceed. Over the last number of months the minister and departmental officials have held numerous meetings with mining companies, including: the Iron Ore Company of Canada, Cliff's Natural Resources in Wabush, Alderon Iron Ore Corporation, New Millennium Iron Corporation, Tata Steel, Labrador Iron Mines, Vale, and Grand River Ironsands. These meetings have covered numerous topics, Mr. Speaker, and have included discussions regarding power requirements and transmission infrastructure.

As stated earlier, these projects are at various stages, Mr. Speaker, ranging from early stage, pre-feasibility studies, environmental assessment studies, and those that have commenced construction. The normal process, Mr. Speaker, for a new industrial or large commercial customer will be to approach Newfoundland and Labrador Hydro to identify their projects' needs and make a formal request for power.

The following companies, Mr. Speaker, have identified a need for power: IOC, Alderon, Tata/New Millennium, Vale, Labrador Iron Mines, and Grand River Ironsands. Once received, Nalcor then undertakes initial engineering studies that are required to provide the customer with a preliminary estimate of cost and timelines. There is a chart prepared by Nalcor, Mr. Speaker, which summarizes their assessment of potential new demand in Labrador. The chart is based on an aggregate of electricity demand from these projected projects. Some of the companies the department has spoken with have indicated other possible power requirements, such as multiple expansions, but formal requests for service have not yet been made. Projects currently under construction include Tata Steel, Canada's DSO project, and Phase 2 of the Iron Ore Company of Canada's Concentrate Expansion Program. Labrador Iron Mines is already in production and is exploring the potential to transition from electricity supplied by diesel units to hydropower supplied by the isolated Menihek substation.

Projects undergoing feasibility study included Alderon's Kami Project, Grand River Ironsands Churchill River Project, IOC's CEP stage three Project, IOC's Long-term Expansion Program, Tata's LabMag Project, and Vale's underground mine at Voisey's Bay.

Longer term developments included a second phase for the Kami project, the Julienne Lake Project, a second phase for Grand River Ironsands, further expansion associated with IOC, and the Paladin Aurora Michelin Uranium Project near Makkovik."

To satisfy these future mining developments in Labrador, there clearly needs to be a new source of power supplied. While our government would like to develop Gull Island, Mr. Speaker, it is not an option at present. Gull Island can only proceed if our Province can arrive at a favourable arrangement with Quebec on transmission. Gull Island, if developed, can supply an additional 2,250 megawatts of power for Labrador industrial use or export.

Muskrat Falls is an ideal source for new electricity. At 824 megawatts, Mr. Speaker, this project will meet the growing needs of the Island population, and enable us to close the expensive and environmentally unfriendly Holyrood Thermal Generating Station. It will also enable us, Mr. Speaker, to meet the growing needs of the mining industry. Approximately 40 per cent of the output from Muskrat Falls will be available to meet this energy demand. Until such time as the power is required, the excess power will be sold on the spot markets in the Maritimes and Northeastern United States.

The development of Muskrat Falls, Mr. Speaker, will also support significant regional economic development in Labrador. Power will be available for industrial expansion and development in the region at competitive rates, encouraging development, which brings further business opportunities."

The nuts and bolts of Kennedy's comments are utterly at odds. On the one hand he says power to the mines will be provided once Holyrood is replaced. On the the other hand he lists off nine plus mining projects that will require all and more of the 824 MW that Muskrat Falls could produce. Of course, that does not factor in the 20% or 165MW that have been promised to Emera in return for their investment in the Island and Martime Links. There is clearly something not right with the Minister's math. Especially considering his analysis that during the winter months, with full recall of the 300 MW from the Upper Churchill, that there was only 80 MW left for use.

Then, on the evening of May 29, 2012 Premier Dunderdale stands in the House of Assembly and does an hour or so rant of which the following is a partial transcript http://tinyurl.com/7k7z82g

"Mr Speaker we have to pay for generation of power. So if we, unless there is a huge population explosion in Labrador, Mr Speaker, something absolutely unbelievable happens in Labrador, along with the great mining developments that are going on up there now Mr Speaker, Muskrat Falls would never be developed because people would never be able to afford the electricity and the mining companies would never be able to afford the electricity. And we had a mining, the Minister of Natural Resources and I met with a mining company in my boardroom on Friday, Mr Speaker, and they are very interested in whats happening in Labrador, because they are ready to move on their project...
They need Muskrat Falls to be developed Mr Speaker...Mr Speaker, they understand that if Muskrat Falls does not go ahead what happens in Labrador from that point on lies squarely in the hands of Hydro Quebec and the province of Quebec Mr Speaker...We enable development in Labrador Mr Speaker, because we absorb so much of the costs. We are able to sell electricity power to atleast six mining developments we hope in Labrador Mr Speaker...Mr Speaker, does anyone have confidence that when mines go to Hydro Quebec looking for energy for developments in Labrador that they are going to get the best industrial rates in Atlantic Canada? Not likely Mr Speaker...All those benefits are on the horizon Mr Speaker, but they need power."

So again we can see the pattern. There are numerous mines in Labrador putting pressure on the provincial government to move forward with Muskrat Falls quickly as their developments are ready to go - or close to it. The twist in Dunderdale's comments:
 "...are going to get the best industrial rates in Atlantic Canada?"
Kennedy's comments to the Telegram were close as well:
“I have met with IOC, Tata Steel, Alderon Resources, Labrador Iron Sands, Labrador Iron Mines, and Vale Inco; they all need power. They are saying to us: where can we get the power? They want the power at industrial rates because industrial rates in Quebec and in Manitoba, you have to be competitive. So, we are still in the process of determining what those rates will be.”

To listen to, and believe the government, you would think there were mines begging for power, at competetive rates, and that at this time no decisions had been made. That any number of senior mining executives would be chewing their nails in nervous fashion over the apparent state of flux the project is in. Certainly, there is a hint of that in Alderon's annual return filed with the US Securities Commission:

"Alderon needs to enter into contract with external service and utility providers

Mining, processing, development and exploration activities depend, to one degree or another, on adequate

infrastructure. In order to develop a mine at the Kami Property, Alderon will need to negotiate and
conclude various agreements with external service and utility providers for rail transportation, power and
port access and these are important determinants which affect capital and operating costs.
The Company’s future operations will require rail transportation from the Kami Property to a sea port
(expected to be the Port of Sept-Îles) and ship berthing, storage and loading facilities at such port. The
Company has not yet concluded agreements with the relevant rail companies or port operators
necessary for the transportation and handling of the Company’s planned production of iron ore and
there can be no assurance that agreements on acceptable terms will be concluded. The inability to
conclude any such agreements could have a material adverse effect on the Company’s results of
operations and financial condition and render the development of a mine on the Kami Property unviable...

Although low cost power from a major hydroelectric development at Churchill Falls to the east is
currently transmitted into the Wabush region for the existing mine operations, the current availability of
additional electric power on the existing infrastructure in the region is limited. The solution to the current
power capacity situation is the construction of a third 230 kV line from Churchill Falls; however, no
agreements have been reached for such construction and there is no certainty it will occur. If the current
power capacity issues in the Wabush region are not resolved in time for the Kami Property’s
development, Alderon will have to investigate other sources of power. There is no certainty that the
Company will be able to access sources of power on economically feasible terms and this could have a
material adverse effect on the Company’s results of operations and financial condition and render the
development of a mine on the Kami Property unviable."

However, and in a seeming direct contradiction to that statement, Alderon's Chief Executive Officer Tayfun Eldem, states in a corporate promotional video on the Kami project http://tinyurl.com/83sghms :
"We have very cheap power available to us at competitive rates that we believe will be a great advantage to Alderon."
That comment does not seem to square up with the comments made by the government. That comment does seem to square up with the comments of  Alderon's Executive Chairman Mark Morabito when, in the same promotional video, he states:
"There is no other iron ore project in North America, and very few in the world, get to production faster than we can and particularity at our low cost. In order to create an iron ore mine what you need is access to infrastructure, because you are required to move tons and tons of material. And so you need rail, you need power, you need ports. There are alot of iron ore deposits in the world that have been identified that have none of these things and if you want to put those things in it requires billions of dollars in capital and years of time to build that infrastructure. Here we are, we've found a deposit inside an existing iron ore mining camp with rail, with power, and with port."

So, to summarize by way of deduction, we have a government desperately trying to push a hydro electric development through to supply mines with power in Labrador. That government is being dishonest with its citizens as to the intent of the development, and its reasoning does not hold up to the least amount of scrutiny. For example, somebody should ask the Premier how much power (how many MW) would Alderon's Kami project require? Or any number of the rest of them that they've admitted to being in talks with. A simple question. Then the Muskrat Math will become quite evident. Cap Ex, by way of consumption example , apparently needs around 250 MW for it's mining project in Quebec. With only about 659 MW available after Emera gets their supposed share, does it defy common sense to believe that mining operations in Labrador could be satisfied? Not even close. Does it mean that that Maritime and Island Links are likely not on the table and never were? Yes. Does it mean the vast majority of KWHs being produced by a Muskrat Falls project will be sold at 3-4 cents per KWH to mining operations? Yes.

Does that mean the taxpayers/ratepayers of Newfoundland and Labrador will be massively subsidizing mining operations in Labrador for generations? Yes it absolutely does. 

It's just a matter of simple deduction.

Nalcor's Chief Lies on Air - another Muskrat moment

This week the public was given a rare opportunity to ask questions of Ed Martin, CEO of Nalcor, regarding the Muskrat Falls project on province-wide radio - VOCM Openline with host Randy Simms. Having asked questions to both Nalcor, and Jerome Kennedy in the past on the Altius Royalty Trust proposal to fund Muskrat Falls, and having those questions ignored, I took the opportunity to phone in and engage Mr. Martin on the subject.

I had submitted a Twitter question that same morning covering the Altius proposal, but anticipated it may not get covered - so I phoned in as well. Just before I came on the air, host Randy Simms put my question to Mr Martin :

  " @VOCMOpenLine Can Ed Martin comment on the Royalty Trust financing option with Altius?"

Mr Martin answered as follows:

" It was news to me...uh...in terms of where that came up, and, uh. So I tried to do some research into what's happening there...Let me say first off there is no Royalty Trust agreement with Altius. There is no offer of financing involved. There is nothing to that. We are doing traditional financing to this point."

Mr. Simms asks him:

"So Where does this story come from?"

Martin answers:

"I think where this comes from, only speculating, but I look back to 2003 or so, I wasn't there (Nalcor) at the time...uh...But there had been a request for proposals that had been asked for to help develop the Lower Churchill. A couple had come in for the actual development and a couple came in for the financing arrangement. One, Altius, was involved in one of those with a royalty trust arrangement, they had suggested and there's another group, I forget who they were, uh, but both of those finance proposals were put aside, uh...and really it hasn't been looked at ever since...its not anywhere near what we are trying to achieve."

Later in my telephone conversation Martin adds:

"From the Altius perspective, um, Brad, I just have to say to you I had you know that came up, somebody mentioned it to me, there has been some, uh, what do you call, uh, blog, twitters stuff going on about that and I had to ask my people is there any, you know, what, what's been talked about here? As I mentioned earlier that was something I think happened previous. We haven't looked at it for five years, six years, its been put on the back shelf and I really wasn't aware of it, so to my knowledge, and, never will...This Altius thing, uh, I can tell you it's just not on my radar screen at all, coming out of nowhere."

Mr.Simms sums up with:

"I've never, I've never heard of it or seen it but that doesn't mean it doesn't exist. But you (Mr Martin) are saying you've never heard about it, you're saying?"

Mr Martin answers:

"That's correct."

There you have it. Ed Martin at one point of the interview says he was unaware of the proposal to the point he had to ask staff about it. Then he states it was an old proposal from 2003 when he wasn't CEO of Nalcor. Then in his final answer to Randy he states he's never heard about it. Forget for a moment all the obvious contradictions in these statements. Take a look at the truth instead.

From the Government of Newfoundland and Labrador press release August 8, 2005: http://www.releases.gov.nl.ca/releases/2005/exec/0808n03.htm

"As we proceed with these proposals, we are also keeping our options open regarding the ownership structure for the development ranging from a 100 per cent NLH owned and led development, to a lease/franchise option, and a variety of equity partnership options,” added Mr. Dean MacDonald.

Ed Martin stated that he is excited to lead Newfoundland and Labrador Hydro at such a critical time in the province. “I am very pleased to have the opportunity to contribute to an organization that will work with the province in developing this tremendous hydro resource,” said Mr. Martin. “Today, we are narrowing down the field of proponents coming out of phase one of the EOI who we will be engaging as we consider our market and development arrangement options. In addition to the full development concept and financing submissions, the proposals involving services and products will remain on file for future consideration.” 

"Finally, an innovative financing option in the form of a royalty trust has been proposed by Altius. This concept will be explored later in the process."

A few things are evident from the press release. Firstly, Ed Martin was head of Nalcor when the decision was made to push Altius's proposal through to the next level. Secondly, he was obviously familiar with it, and referenced the financing options in his quote. Third, the royalty trust proposal was given a distinct nod from the other submissions, and specifically referenced: "...This concept will be explored later in the process." Finally, it is all but obvious that Mr. Martin did not hear about the Altius proposal from "bloggers and twitterers."

In fact, Mr Martin's comments regarding the Altius proposal were false - a lie. Not only were they a lie, he framed the entire idea as something coming from bloggers and twitters. In essence, he mislead the listening public and tried to turn the entire Altius proposal into some sort of flight of fancy, misguided attempt of bloggers to muddy the waters. The problem with Mr. Martin lying about his knowledge of the proposal is it casts even more doubt on the credibility of his word in regard to the rest of the mostly behind closed doors planning on Muskrat Falls. If he is going to lie about one issue in public, without hesitation, what else could he be misrepresenting? As a public servant, is he not duty bound to answer questions truthfully? The public are shareholders after all in Nalcor, and they will be the ones who have to pay the enormous cost of this potential project.

Mr. Martin goes on to say that the financing portion of the project will be put out to tender. He doesn't say what the specifications of the tender will be. Will there be a Newfoundland requirement in the financing? We just don't know. What I do know, as of my two short questions to Mr. Martin, that Nalcor is prepared to deceive. It is prepared to put out half truths, slanted/stacked requirements, anything to push Muskrat Falls to fruition. Apparently that now includes the very head of Nalcor misleading the public on the airwaves of this province. 

Here's the entire Ed Martin show on VOCM - my conversation with Mr Martin starts around the 1:20 mark  http://youtu.be/-hIG7ACho-Q

The Real Muskrat Falls - Conclusion

"All that is necessary for the triumph of evil is that good men do nothing." Edmund Burke

The real truth about hydro power in Newfoundland and Labrador is it's not where it's needed. According to the Manitoba Hydro Report, just released, on the Muskrat Falls project fifty percent of the power consumed in Newfoundland and Labrador is residential in nature  http://tinyurl.com/6q7hyns  It is insightful, therefore, to know that this province is undergoing an aging tsunami like no other place in the western world has seen yet - but will.

During the period between 1985 to 1995 well over 150,000 Newfoundlanders under the age of 23 left the province. It created a massive hole in the demographics of the province, and it was inevitable that such a loss would reverberate in the future. The future is now. Using normal/average population loss/gain trends and a very optimistic birthrate of 1.3 Newfoundland and Labrador's population will decline to approximately 430,000 people within the next 19 years. If birthrates continue to decline, which is almost a certainty, the population could easily drop to 400,000 in the same period. Unfortunately, Nalcor has used population projections provided by the Newfoundland government that are nowhere near correct, and in fact show an ever growing population into the future.

Given the reality that the population will decline, as it must with such an exodus in the 1980's and 1990's, it is prudent to assume that residential power consumption will also decline - drastically. Also, given the fact that over 90% of the population lives on the island of Newfoundland, and not in mainland Labrador, that power consumption decline will be most radical in Newfoundland itself.

The strategic problem for Nalcor, and the provincial government, is that the island has a surplus of power generation capacity and declining consumption, while Labrador has a minor surplus but potentially exploding demand. In 2010 Nalcor negotiated an agreement with Hydro Quebec to "wheel" its recall power from the Upper Churchill to the US market place for five years, rather than use that power in Labrador where there is currently no overriding demand. In a possible rehearsal of the Muskrat Falls deal, Emera is receiving that power and selling it into the marketplace. The first quarter's results of this practice were large financial losses and Nalcor has not released any further numbers since.

The problem for the Newfoundland and Labrador government, like that of the Quebec government (ironically), is how to open up the northern areas of the province for key mining developments. Newfoundland has its Upper Churchill dam "captured" by Hydro Quebec until at least 2041, and will not negotiate with Hydro Quebec despite the fact Hydro Quebec had a surplus capacity of 5000MW of power in 2010. An obvious strategic alternative for the government of Newfoundland and Labrador would be to enter into a long term agreement, say to 2041, with Hydro Quebec to supply roughly 700-800 MW of power to future mining operations in Labrador. That would eliminate the need for the province to go into any further debt over hydro, and would establish the infrastructure for mining operations going into 2041 and the repatriation of the Upper Churchill to the province. Is it a case of cutting your nose off to spite your face?

Or is it a case of vested interest close to the government not making enough money personally off that kind of arrangement. As detailed, in previous parts to this series, political and business families interests have been interlinked between the development of Nalcor as a crown corporation, the development of the Lower Churchill, and development of the Labrador mining industry. In each and every case these individuals, regardless of political stripe (yet they are all very political), have become wealthy on this process. Whether it be through stock options, appointments to chairs of boards, or often secretive, but real non-competitive government contracts, these circles have managed to grossly enrich themselves. The kicker is it often, if not always, comes at the expense of the people of Newfoundland and Labrador.

The financing of the Muskrat Falls project will be no different. To be clear, I have requested Nalcor supply me with the proposed financing strategy for the project. They have refused. I requested the same information from Minister of Natural Resources Jerome Kennedy, and have been refused. So what I'm about to put together here is from the information known, the business practices of those involved, and the project itself.

In 2005, at the request of then Premier Danny Williams, and announced by his chosen Chair of Nalcor Dean MacDonald, the province requested Expressions of Interest (EOI) for development of the Lower Churchill. It accepted separate proposals for actual construction and financing of the project. Three proposals for financing were accepted for further scrutiny. Two were foreign based and one was Newfoundland based. That was the last we heard of it. There has been no further public release of information, despite the earlier releases. The internal Nalcor process for project decision making has past "Gateway 2", by which time a decision narrowing the project financing options was to have occurred - yet no public release of information.

Then in 2011/2012 we saw key players of Danny Williams, himself included, leave the government and Nalcor to become directly involved in Alderon's mining prospect Kami. The same Alderon that is 40% owned by Altius. The same Altius that had the one known funding proposal for the Lower Churchill that was based in Newfoundland. The same Alderon and Altius that accompanied Premier Dunderdale to China on a recent trade mission. The same Altius that required a bailout for its failed Newfoundland and Labrador Refining Corporation and then Premier Williams, and Natural Resources Minister Kathy Dunderdale, tried to get investors for in the Middle East - in person no less. You see the trend?

Some further political context can illustrate the self-interest, or perceived self-interest, that is rampant amongst Newfoundland's "ruling class". There is the case of Danny Williams' old law firm, which he was a founder and was, according to the Business Post, still listed as a creditor to, and at which he still has an office, being awarded an untendered contract to be a US law firm's Newfoundland representative in a multi-billion dollar lawsuit against tobacco corporations - potentially the largest by far legal action in Newfoundland's history. Then there was the case of Williams appointing John Ottenheimer as Nalcor's Chair despite the fact that Ottenheimer was related to the co-founder of the Ottenheimer and Baker law group - the same law group that is listed as having the Department of Natural Resources as a major client, and whose other co-founder is a principle of Altius. Yes, the same Altius that had a proposal to fund Muskrat Falls being scrutinized by Nalcor. Williams government also gave Dean MacDonald's company, Persona Communications, an untendered contract worth $15 million just prior to its sale. http://tinyurl.com/85j7x5w Yes, that's the same Dean MacDonald that Williams appointed to Nalcor, and the same one that left the job when former Premier Grimes tried to get an agreement with Hydro Quebec on the Lower Churchill. Now you can really start seeing the trend.
Williams and company are now officially a part of the team that likes to take its cut for expediting projects. Altius, The Exploration Group, Forbes and Manhattan all have a singular business practice in common: find the opportunity; provide initial seed capital; take it public; manage it to takeover; establish a percentage ongoing royalty; and leave. This is how I see the financing of Muskrat Falls happening.

Despite the fact that Altius, and the government of Newfoundland and Labrador, have kept the details of this financing proposal mostly secret, some particulars have been stated. Interestingly, in the official government press release and Nalcor's, no mention was made of the other two corporation's financing strategies http://tinyurl.com/7gm4wgb . Altius proposed, in their words, to create a Royalty Trust which would be non-competetive with those seeking to physically construct the project, and would guarantee them a 3% royalty on gross hydro sales of the Muskrat Falls project. One is left assuming, in the absence of disclosure by either Nalcor or the provincial government, that Altius' proposal is still on the table - the Royalty Trust.

A royalty trust is a type of corporation, mostly in the United States or Canada, usually involved in oil and gas production or mining. However, unlike most corporations, its profits are not taxed at the corporate level provided a certain high percentage (e.g. 90%) of profits are distributed to shareholders as dividends. The dividends are then taxed as personal income. This system, similar to real estate investment trusts, effectively avoids the double taxation of corporate income. http://en.wikipedia.org/wiki/Royalty_trust .

Judging from the high degree of self interest involved in this project, it is likely that a Royalty Trust would be established along the lines of the Pengrowth Energy Trust. Pengrowth had an unlimited number of trust units, essentially shares, that were divided into class A and B units. The difference between A and B shares was place of residency. While class A shares could be held by anyone residing in any part of the world, class B shares could only be owned by residents. There was a further stipulation that class A shares could never outnumber class B shares so that out of country interests could never control the trust fund. Another potential twist is the value of a trust solely based on revenue from Muskrat Falls. Given the amount of financing required to build Muskrat Falls it seems unlikely a trust formed for that purpose could raise the necessary cash. It would therefore not be surprising to see other assets added to the mix to boost such a trusts returns. Some definate candidates could be the equity positions the government of Newfoundland and Labrador has secured in the off shore. 

This type of arrangement makes sense given the business practices of those pushing the project ahead. In each case that I have studied Altius, The Exploration Group, and Forbes and Manhattan's principles have taken a large share position personally, and in the interim corporately as well. Given that there is limited wealth in Newfoundland and Labrador amongst the general population, and a very small percentage of people that are informed on market economics, such an instrument is open for exploitation primarily by the few. As Danny Williams has said many times, with a grin: "It's such a good deal I would put my own money in if I could."

The real money to be made on a Royalty Trust though would be the 3% royalty on gross hydro sales. As an example, if the Muskrat Falls project were to produce, on average, $300 million per year over its 100 year lifetime the payout would be a staggering $900 million. That's $9 million per year of guaranteed revenue for a corporation like Altius to use elsewhere in leveraging further assets. That is more than they make on Voise's Bay - which will not last 50 years.

The bottom line is some people in Newfoundland stand to make a lot of money, and continue to effect the governance of the province. Those that will be paying the bill on the island of Newfoundland won't be so lucky. The real kicker is power prices in Labrador are a third of the prices in Newfoundland. That means that Muskrat Falls power will be subsidized heavily by people who will see no ongoing benefit from it - like the Upper Churchill. Quebec's Plan Nord appears to be shaping up in similar terms. The real tragedy of the real Muskrat Falls story isn't the insiders who are aiming to win, or even the massive debt that will be incurred for the project and the mines. No the tragedy of the real Muskrat Falls is that the people of Newfoundland and Labrador are being sold a bill of goods by insiders who could care less about their own, and being led down the garden path by the pied pipers of Newfoundland and Labrador. That is the real tragedy.

The Real Muskrat Falls - Part 2

In this, a record winning year for Canadian Olympians, I think the motto of the Olympic movement says it best, “Citius, Altius, Fortius” – “Faster, Higher, Stronger”. Premier Danny Williams, St. John's Board of Trade, Wednesday, September 8, 2010.

The ending of Williams speech says it best - Altius.


Altius is an exploration corporation based in St. John's, Newfoundland. It has for years staked claims in various areas throughout the province. Its primary business plan is to identify potential mineral deposits, stake claims to them, build small exploration companies to represent the individual claims and then sell them for shares in any company interested in taking over these claims. It generally takes those newly acquired shares and essentially builds its net worth as a corporation on their value. Often it will then liquidate these shares for cash. One practice it always maintains is keeping an ongoing royalty in the projects it sells. It may be a gross sales fee, a net smelter return, or both - as was the case with its Aurora project.

Altius was co-founded by Brian Dalton and Roland Butler, Jr and in October 1997 it went public. Roland Butler, Jr has since left the company to serve as a director of Millrock Resources Inc which hopes to emulate Altius' success as a company  focused on generating metallic mineral projects for joint venture exploration and development. Its Board of Directors is an interesting group covering both the Liberal and Conservative political spectrum. Of particular interest is the involvement of John A. Baker, QC. Mr Baker looks to be the sole surviving founder of the law firm Ottenhiemer and Baker in St. John's. It calls itself : "the largest independent law firm in Newfoundland and Labrador."

Ottenhiemer and Baker was run by both the late Senator Gerry Ottenhiemer (PC), who passed away in the late 1990's  and John Baker - from the Liberal Baker family. Other prominent members of the Ottenhiemer family include John Ottenhiemer who received his QC while he was a sitting Minister in Danny Williams government in 2004 (and would go on to become Chair of Nalcor in 2007), and Ed Byrne who would be named Danny Williams first Minister of Natural Resources (and held it until charged with influence peddling in 2006).

Ottenhiemer and Baker was in fact covered by the publication Canadian Lawyer http://tinyurl.com/7wq7ob9 . Canadian Lawyer actually brought out some interesting points on the firm during their coverage. Most notably: "Key Clients: Bank of Montreal; Government of Newfoundland and Labrador (Department of Natural Resources); Altius Minerals..."
Ordinarily this would not raise many eyebrows. However, consider that Altius directors Fred Mifflin (Liberal) and Jamie Strauss both had affiliations with the Bank of Montreal. Then there is Brian Dalton and the presidency of Altius.

The big one though has to be Mr. Baker himself. Consider for a moment that Mr. Baker's law firm of Ottenhiemer and Baker represents the Department of  Natural Resources, Newfoundland and Labrador and he is also a director of Altius. Consider that Altius has been directly involved with the Department of Natural Resources, over many years, on projects ranging from Alderon's Kami project to the Royalty Trust proposal for the financing of the Lower Churchill.

Take the Newfoundland and Labrador Refining Corporation for starters. It was a project started by Altius to create a refinery near the existing Come-By-Chance refinery in Eastern Newfoundland. Altius held a 39.6% controlling interest in it and Brian Dalton was the managing director. On February 8, 2006 the NL Refining Corporation announced it was starting a feasibility study on the project. That same day somebody else had this to say:

"We know there is tremendous potential to expand and develop many areas of our resource industries, including the oil and gas sector. Worldwide, oil refining capacity needs expansion, and Newfoundland and Labrador is a prime location for a new refinery. With our province's oil and gas expertise and growing industry, expanding our oil refining capabilities will further enhance and strengthen the sector."
- Premier Danny Williams, Feb. 8, 2006

The refinery project received the environmental green light from then Environment Minister Clyde Jackman on October 5, 2007 http://www.releases.gov.nl.ca/releases/2007/env/1005n02.htm  - during the 2007 provincial election period. On November 27, 2007 Altius issued a press release announcing  participation in the project by SNC Lavelin and Japan's IJK consortium. http://nlrefining.com/files/pr_1196877398.pdf  SNC Lavelin had been working on the project with Altius since 2006.

One year later, on October 6, 2008 SNC Lavelin announced it was suing the Newfoundland and Labrador Refining Corporation (NLRC), and Altius Minerals (including its directors) for $20.6 million dollars it claimed was owed to it for work completed on the project thus far.  The SNC Lavelin suit claims that by October 2007, three European investors — including Scottish billionaire Harry Dobson — "had decided to no longer fund their proportionate share" of the refinery's expenses, unknown to the engineering firm. In fact, SNC Lavelin had applied to place the refining corporation in bankruptcy in June, 2008. SNC claimed in court that Altius had "deceived" them. SNC failed to have NLRC placed into bankruptcy with the Supreme Court granting a stay of proceedings, which gave NLRC time to find a buyer/new investors or liquidate assets to pay their creditors. That stay ended in November, 2011. In March, 2010 Dalton and company sued to be excused from personal responsibility in the $20.6 million lawsuit. On March 24, 2011 Nalcor announced that SNC Lavelin was awarded the engineering, construction and procurement management for components of the Lower Churchill development.

During the same period of time Altius, at the open request of the provincial government, submitted a proposal for a Royalty Trust to fund the construction of the Lower Churchill. Although the details of that agreement have been kept relatively confidential, some aspects of it have been admitted to. For instance, as is part of their way of doing business, Altius intends on charging an ongoing royalty on gross power sales from the dam for as long as it operates. Judging from previous projects Altius has been involved in that royalty could range from 2 - 3 %.

In a 2005 interview Danny Williams gave some interesting statements:
"As well, from the original 25 submissions, we have also chosen an additional three proposals as potential financing options," Williams said.

"These three financing options will also move into the next phase of assessment as we continue to explore the best option for developing this resource," Williams said in noting "all six proponents have accepted our invitation to move into phase two."

Of the three financing options, two are potential equity investors.

Once the development concept is further defined, the province will be considering equity participation including: Cheung Kong Infrastructure Holdings Limited and Borealis Infrastructure Management Inc.

Finally, an innovative financing option in the form of a royalty trust has been proposed by Altius Minerals Corporation, which will be explored later in the process, Williams said.

The one financing option without an equity participation was Altius'. Their proposal amounts to an ongoing royalty for arranging financing of the project. Of course Altius could not arrange that kind of financing itself, but that story comes later.

Brian Dalton had this to say about the proposal in 2007:
"We're pretty happy to be there," said Brian Dalton, president of Altius. "I think we can provide a really competitive source of financing here and also a financing source that's based here. We think we've got a reasonable shot." Dalton said royalties are a common method of financing mineral projects. "We've proposed to create a royalty trust that would acquire a royalty interest in the project in exchange for financing. So, we wouldn't look for an actual ownership interest in the project, nor would the province or whomever have to take on additional debt. It's just a third option in the financing world."

In a Special Situations Report, Hayward Securities Inc had the following to say about Altius' plan to fund the Lower Churchill: "In August, 2005, the government announced that three firms had made the shortlist for financing alternatives from the twenty-five expressions of interest entered for the development and financing options. Among the three was a proposal by Altius to buy a $200 million plus gross royalty stake and to create a trust entity that would be structured to offer high benefits to Newfoundland and Labrador based investors, including Altius.

In May, 2006, Premier Danny Williams announced that Newfoundland and Labrador would lead development of the site. He stated that having an external partner join the province would result in "less-than-acceptable" benefits to the province. Given Altius' position as a Newfoundland-based firm with deep local roots and an intriguing financing proposal, we believe this decision is positive for the company. We believe this royalty would provide significant upside to the company's long-term performance. There is no better stream than that from hydro, as cash flows may be generated until the next ice age!"

Now you have an idea where the money will be going locally, and who is involved at that level. Next will be the Labrador/Toronto/China tie in.

The Real Muskrat Falls I

"If ye love wealth greater than liberty, the tranquility of servitude greater than the animating contest for freedom, go home from us in peace. We seek not your counsel, nor your arms. Crouch down and lick the hand that feeds you; and may posterity forget that ye were our countrymen."
Samuel Adams

The real story of Muskrat Falls is not the romantic, nationalistic ballad that the government of Newfoundland and Labrador portays it as. It is not a noble effort to enhance the environment. It is not an attempt to join Newfoundland and Labrador to the North American electrical grid. It is not a project to replace the foul airs of Holyrood. It most definately is not a project to rid us of the territorial stranglehold Quebec imposes. Indeed, it is not even a project to make us "masters of our own house".

It is a project to facilitate the creation of wealth in Labrador, and to profit those ambitious enough to be in the right place for the opportunity. It is a story of far flung claims stretched around Labrador, and in some cases the island of Newfoundland. It is a story of boardrooms large and small. It is a story of corporate battles, and international markets. It is a story of wealthy families and favoured friends. It is all of these things, yet it is sold as none of them.

Although ambitions for the Lower Churchill date back decades it started taking a decidedly interesting turn in 2002 when then Premier Grimes proposed to develop the Gull Island and Muskrat Falls hydro dams in partnership with Hydro Quebec. Then President of Newfoundland and Labrador Hydro Dean MacDonald, a Liberal, resigned in protest days before the agreement was announced. MacDonald, a former bagman for Brian Tobin, believed the deal was not in the province's interest - or so he said. MacDonald's history to that point in time included responsibilities at Roger's Communications, and a business partnership with Danny Williams in Cable Atlantic with an ownership of 4.5%. With Danny Williams, then leader of the PC Party and Leader of the Official Opposition in the House of Assembly, cheering on the sidelines Dean MacDonald effictively killed the Hydro Quebec deal - despite the fact that it had the backing of the majority of the Board of Directors.

During this time a small exploration company named Altius was busy securing a 3% net smelter return royalty, as part of a limited partnership, over the Voisey's Bay nickel-copper-cobalt project in Labrador that is owned and operated by Vale INCO NL. Altius was also involved in the Central Mineral Belt project in 2003 which later would result in Aurora Energy. More on that later.

Significantly, 2003 saw the election of Danny Williams as Premier of the province. A monumental event in more ways than one. It was also in that year that Dean MacDonald was approached by institutional investors to join them in the purchase of Persona Communications. In September, 2004 Danny Williams announced the birth of the Nalcor concept and appointed Dean MacDonald as Chair of  Newfoundland and Labrador Hydro. Significantly, he also replaced two other directors with Ken Marshall and Craig Tucker. Significant because Ken Marshall worked with Williams at Atlantic Cable, and had a minority interest in that company. Also, Craig Tucker who was a vice-president at M5 Marketing Communications and its group of companies - the parent company of the polling firm that conducted weekly unsolicited polling during the 2011 provincial election. Interestingly, both Dean MacDonald and Ken Marshall were listed as directors of companies held in blind trust created when Williams took office as Premier.

2003 also saw several other key appointments. First up was Ed Byrne. Byrne, the son-in-law of the late Senator Gerry Ottenhiemer, stepped aside as PC Party leader in 2001 to allow Danny Williams to assume the leadership. He was appointed as Williams first Minister of Natural Resources and placed in charge of overseeing the development of Muskrat Falls. Another member of the Ottenhiemer family, Senator Gerry Ottenhiemer's half brother John Ottenhiemer, was appointed as Minister of Education. His role as Chair of Nalcor doesn't evolve until 2007 - although he does become Minister of Natural resources for a period in between.

In the same press release of 2004 http://tinyurl.com/7cmdbjw , in which Williams announced his appointments to NL Hydro's Board of Directors, he let his intentions on the Lower Churchill project be known:

"Premier Williams stated his government’s priority for the immediate future is to advance the development of the Lower Churchill and he has full confidence in Mr. MacDonald’s ability to assist government in reaching its objectives on this major development."

Shortly afterward Newfoundland and Labrador Hydro issued a public call for Expressions of Interest (EOI) in developing the Lower Churchill.

“We are open to considering all proposal concepts, including the use of power in Labrador, on the Island, for export or some combination of these options in terms of achieving maximum economic and employment benefits for this province,” Williams said.

The subsequent submissions were narrowed to three, with only one being a Newfoundland based plan - that of Altius http://tinyurl.com/3xs9cf