|By Marketwired .||
|November 19, 2012 07:20 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/20/12 --
To High River Gold Shareholders,
Both High River Gold and Nord Gold put out their Q3 financial results last week. Below is a comparison of the first 9 months of 2012:
HRG had production of 254.8koz. vs. Nord at 515.0k oz. - 49.5% of Nord's total. HRG had revenues of $422.5M vs. Nord at 851.1M - 49.6% of Nord's total. HRG had EBITDA of $208.8M vs. Nord at $349.2M - 59.8% of Nord's total. HRG had cash flow of $179.2M vs. Nord at $71.0M - 252% of Nord's total. HRG had a net profit of $137.0M vs. Nord at $123.2M - 111% of Nord's total. At end of Q3, HRG had liquidity of $257.7M (including $89.4M third party stock (Detour Gold), $113.3M loans to Nord and $55M in cash). It had $10.3M debt owed to the 50% partner in Prognoz. At end of Q3, Nord had $102.4M in cash and total debt of $523.2M.
Note: these numbers reflect 100% of both companies and do not deduct for non-controlling interests.
Without HRG, in the first 9 months of the year, Nord would have had negative cash flow of $108.2M, a loss of $13.8M and a negative cash balance of $10.9M. The EBITDA comparison continues to show the superior performance of HRG's assets over Nord's non-HRG assets. The cash flow and profit comparisons highlight the substantial debt that Nord is carrying.
There have been a few interesting events recently that are worth mentioning. Firstly, Nord has repaid $52.7M in loans to HRG bringing the total loans from HRG down to $113M. Secondly, in HRG's press release it says, "The Bissa project is on track to deliver first gold in H1 2013 and we now believe that production of gold at Bissa can be started in the earlier part of the announced period. " To remind you, a Morgan Stanley report dated Feb. 17, 2012 projects that Bissa will produce 95koz. of gold in 2013 and add $145M of EBITDA.
In regards to the Prognoz silver project, it is interesting to note that certain parties to the lock-up agreements (for the current offer) have some connection to both HRG and Prognoz via direct and indirect investments. Therefore, it would not be surprising if HRG/Nord and the other 50% partners in Prognoz come to some sort of agreement on settling legal disputes and bankruptcy proceedings next year. As I have stated previously, a spinoff of Prognoz would be beneficial to all parties - especially considering certain predictions that silver will play catch up to gold in terms of historic ratios. Prognoz is in the top ten silver properties in the world in terms of resources, but tops the list with grades.
Nord's most recent offer for HRG of $1.40 share is at a P/E of 7.3 vs. the industry average (for mid-cap gold producers) at a 25 P/E. Based on this average, Nord's cash offer should be $4.80/share. The share swap offer of .285 Nord share for each HRG share translates to 100% of HRG being worth 58% of Nord's total value. This is almost equal to the 59.8% of Nord's EBITDA contributed by HRG, however, this does not reflect HRG minority's portion of the $247.4M of HRG's net liquidity. When factoring this in, it brings 100% of HRG up to 70% of Nord's total value. This means HRG shareholders should have been offered 76M shares of Nord which works out to an exchange of .363 Nord share for each HRG share (calcs linked below). Even this number gives zero value for the Prognoz property.
Nord's offer expires in one week's time. To date we have collected confirmations from shareholders with approx. 90.2M shares (10.73% of total HRG shares and 43% of minority) that they will not tender to Nord's offer. This includes shares owned in funds managed by Eric Sprott (HRG's largest minority shareholder). Nord would have needed 90% of minority to tender to the current offer in order to squeeze the rest out. With 43% of minority indicating they will not tender, this should prevent this from happening on the Nov. 27th expiry date. Also, since those holding over 10% of total shares have indicate they will not tender, Nord will not be able to use an exemption eliminating the requirement for a majority of minority vote in a second stage transaction. To use this exemption they would have needed to own 90% of total shares. Therefore, if Nord wants to continue its buyout effort and acquire all shares and vote the shares tendered to this offer, it will have to announce a subsequent amalgamation offer and complete the transaction within 120 days of the expiry of the current offer. Nord would need to call a special shareholders meeting with proper notice, which puts the earliest possible meeting dates around Dec. 31 - Jan. 2 range - depending on mailing and preparation time. At this meeting, only those voting in person or by proxy count. If a majority of minority is required, we may already be able to win this vote with the 90.2M shares if Nord cannot get a greater number to vote in its favour. However, to be certain we will be able to block, it would be best if we collect another 14.6M shares to garner ultimate majority of minority (104.8M shares). As with Nord's take-over attempt in 2009, there are certain funds that will not confirm their share counts or intentions, but will vote with us anyway. Therefore, I believe our numbers to be greater than stated above.
If any funds owning HRG shares have not contacted me yet, I encourage you to do so. Confirming that we have support of majority of minority will send Nord the message that they need to up their offer significantly. If we defeat this offer outright, we could see a significant increase in HRG's share price. In 2009, when we defeated Severstal/Nord's offer, HRG's share price tripled within 5 months of the offer expiry date.
Link to HRG Q3 results
Link to share swap calculations
Disclaimer: I have received written or verbal confirmations of shareholder counts from those that will not tender. If any of these shareholders have changed their mind, since sold their shares, or not been accurate in their statements, it will change the share counts stated above.
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Aug. 27, 2016 11:00 AM EDT Reads: 2,339
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Aug. 27, 2016 11:00 AM EDT Reads: 3,954
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Aug. 27, 2016 10:30 AM EDT Reads: 1,949
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Aug. 27, 2016 10:15 AM EDT Reads: 1,877
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
Aug. 27, 2016 08:45 AM EDT Reads: 728
SYS-CON Events announced today that Hitrons Solutions will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
Aug. 27, 2016 08:00 AM EDT Reads: 599
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing. In his session at 19th Cloud Expo, Raghav...
Aug. 27, 2016 07:45 AM EDT Reads: 776
Pulzze Systems was happy to participate in such a premier event and thankful to be receiving the winning investment and global network support from G-Startup Worldwide. It is an exciting time for Pulzze to showcase the effectiveness of innovative technologies and enable them to make the world smarter and better. The reputable contest is held to identify promising startups around the globe that are assured to change the world through their innovative products and disruptive technologies. There w...
Aug. 27, 2016 07:45 AM EDT Reads: 653
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
Aug. 27, 2016 03:15 AM EDT Reads: 1,770
Personalization has long been the holy grail of marketing. Simply stated, communicate the most relevant offer to the right person and you will increase sales. To achieve this, you must understand the individual. Consequently, digital marketers developed many ways to gather and leverage customer information to deliver targeted experiences. In his session at @ThingsExpo, Lou Casal, Founder and Principal Consultant at Practicala, discussed how the Internet of Things (IoT) has accelerated our abil...
Aug. 27, 2016 02:30 AM EDT Reads: 2,004
With so much going on in this space you could be forgiven for thinking you were always working with yesterday’s technologies. So much change, so quickly. What do you do if you have to build a solution from the ground up that is expected to live in the field for at least 5-10 years? This is the challenge we faced when we looked to refresh our existing 10-year-old custom hardware stack to measure the fullness of trash cans and compactors.
Aug. 27, 2016 01:45 AM EDT Reads: 1,733
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Aug. 27, 2016 01:30 AM EDT Reads: 2,097
The emerging Internet of Everything creates tremendous new opportunities for customer engagement and business model innovation. However, enterprises must overcome a number of critical challenges to bring these new solutions to market. In his session at @ThingsExpo, Michael Martin, CTO/CIO at nfrastructure, outlined these key challenges and recommended approaches for overcoming them to achieve speed and agility in the design, development and implementation of Internet of Everything solutions wi...
Aug. 27, 2016 01:15 AM EDT Reads: 2,015
Cloud computing is being adopted in one form or another by 94% of enterprises today. Tens of billions of new devices are being connected to The Internet of Things. And Big Data is driving this bus. An exponential increase is expected in the amount of information being processed, managed, analyzed, and acted upon by enterprise IT. This amazing is not part of some distant future - it is happening today. One report shows a 650% increase in enterprise data by 2020. Other estimates are even higher....
Aug. 27, 2016 12:45 AM EDT Reads: 2,938
With over 720 million Internet users and 40–50% CAGR, the Chinese Cloud Computing market has been booming. When talking about cloud computing, what are the Chinese users of cloud thinking about? What is the most powerful force that can push them to make the buying decision? How to tap into them? In his session at 18th Cloud Expo, Yu Hao, CEO and co-founder of SpeedyCloud, answered these questions and discussed the results of SpeedyCloud’s survey.
Aug. 27, 2016 12:45 AM EDT Reads: 2,153