Our business plan is dreadfully simple. We intend to acquire undervalued or overlooked mineral resource projects through cost-effective acquisition. We will then market those to companies that have the financial clout to move them ahead to production, retaining a significant interest in the mineral project through a Lease With Option To Purchase or other mutually beneficial agreements. Although the preceding strategy is our primary focus, we may use other methods to move a specific project forward, as long as it is in the best interest of the shareholders. The exit strategy for an investor, at this juncture, is through project buyouts or equity resale in the event that we do become publicly-traded. Prior to 1997, publicly-traded junior mineral resource companies generally functioned well. Their historic business model was to raise some seed capital from accredited investors, acquire an undervalued, promising mineral resource project, become publicly-traded on the basis of that mineral resource project as an asset, and do some preliminary drilling with the IPO money. If this resulted in a significant “discovery”, they could quickly sell the project to a large company, resulting in a significant appreciation in share value. These small companies became the research and development branch of the mining industry. If successful, early stage investors could make a substantial profit, often in the range of 100’s of percent ROI.
The Bre-X gold scandal of 1997, followed by the 2000 dotcom crisis, the 9/11 terrorist attacks, and the 2008 financial crisis, greatly increased regulatory hurdles, compliance, and listing costs. This has hobbled that historic business model. A newly-formed, tiny, publicly-traded junior company now takes a minimum of about one year and at least $100,000 in legal costs to become publicly-traded, and commonly requires an exchange “sponsor”. This means the sponsor, usually a brokerage house, gets a huge amount of stock for almost nothing for their sponsorship. There is also a minimum cost of perhaps another $100,000 annually to maintain that public listing on the market. This problem is further exacerbated by increased permitting times for mechanized work to be approved for field operations. The final result of these more onerous circumstances is that much more money and time is required to get to the discovery phase, where the big money is made.
Since these public companies have no cash flow, their only way to raise money (in most cases) to move forward to discovery and maintain their public listing is equity financing, which dilutes the interest of the early investors. Also, if no value is added as work progresses, the stock price then suffers because more outstanding shares representing the same or less value means that the value of each share is diminished. In many cases, this eventually leads to share consolidation, which is a reverse stock split. That is when the original investors become negatively impacted. In the vernacular of the Canadian junior company stock market, the investor is “hosed”. These reverse splits are often severe, ranging from 1 new share for 2 old shares to as much as 1 new share for 100 old shares. This is often the result of market listing requirements over which the company has no control. There are few junior, venture capital, public companies that have not undergone at least one share consolidation event.
One solution to the expensive legal and listing cost requirements is the formation of a private company. This will initially eliminate the costly, continuous requirements of listing, compliance, and audited financial statements that bedevil a public company. The liquidity of publicly-traded shares can often become meaningless when there is so much equity sales dilution that the shares can only be sold for a pittance. The point here is that if money is used for legal, compliance, and general stock exchange requirements, that money is not available to be used in the field to improve project value. You can do a lot of work for the $100,000 + per year that is required for the maintenance of a public listing. The main drawback to the private company is that your investment is not liquid since there is no public market for the shares. To ameliorate the lack of liquidity, we will declare a minmum 10% pro rata distribution of any significant third-party payments to existing shareholders (excluding equity sales and government grants) upon approval by the Board of Directors.
Thus, the most logical choice for us at this early stage is to issue private stock as we move ahead, which can eventually broaden our investor base. If we broaden our investor base, we may have the option of going public later when we can afford the costs of being publicly-traded. IPO on the stock exchanges requires a certain minimum number of shareholders and seed capital share issuance at reasonable minimum share prices. Alternatively, if we can acquire a few superb projects, we may be able to do a reverse takeover of a dormant, publicly-traded shell company.
A private company like Wyoming Mines takes only a small amount of time to incorporate, costs about $1,000 per year to maintain, requires only un-audited financial statements for tax purposes, and still has the corporate veil which protects the shareholder from potential liability. The exit strategy would be the same either way. That is an eventual buyout of the projects and probably any royalty we retained in the original agreement, or the alternate possibility of eventually becoming publicly-traded at a later date.
Finally, one thing we do not intend to do is to acquire projects that have only marginal economic value just to increase perceived book value. In the industry parlance, those projects are commonly referred to as “moose pasture”. Marginal projects are subject to the vicissitudes of commodity price fluctuations, fuel cost increases, and metallurgical bedevilment. Because of the preceding problems, those properties are difficult to market. They eventually become annoying distractions that require annual payments for mineral rights maintenance, with little hope of profitability. Moose pasture projects also tend to negatively impact overall corporate credibility. We are looking for quality, not quantity.
Capital Structure (November 4, 2022)
Shares Outstanding: 4,348,000
Fully Diluted: 8,574,530
# of shareholders: 21