IPOs: Identifying Capital Raising
Opportunities Across Global Stock Markets
Chuck Higgins
Global Mining Group – Fasken Martineau DuMoulin LLP
Federated Press – Financing Options for Mining Projects
Toronto, Ontario
September 24, 2013
The World’s Mining IPO Markets
London, England
London
Minimum Listing Requirements
AIM
LSE (Standard Listing)
Technical Reports
Competent Persons Report. (AIM Note Competent Persons Report
for Mining and Oil & Gas Companies - (Recommendations on Mineral Companies).
June 2009).
Property
Requirement
No requirements.
No requirements.
Recommended Work Not required.
Programme
Not required.
Minimum Working
Capital
Level of working capital sufficient for
present requirements (minimum 12
months from Admission)
No minimum requirement. The Prospectus
must include a statement confirming that the
working working capital sufficient for present
requirements or, if not how the issuer proposes
to provide the additional working capital
needed.
Net tangible assets
No requirements.
No requirements.
Revenue
No trading record requirement.
No trading record requirement.
London
Minimum Listing Requirements
AIM
Distribution
Public Shareholders
(Percentage of shares
held)
Jurisdiction of
Incorporation
Other
LSE (Standard Listing)
No minimum number of public
No minimum number of public shareholders. Note
shareholders (but note Public Shareholders that shares will not be in public hands if they are
below)
held, directly or indirectly, by any person, persons
in the same group or persons acting in concert who
have an interest in 5% or more of the shares.
No formal public shareholder ‘free float’
25% of shares in public hands.
criteria, but the LSE seems to be
developing an informal practice of
expecting a free float of between 10-15%.
No requirements.
Non-EEA state company must be listed either in its
country of incorporation or in the country in which a
majority of its shares are held unless the FCA is
satisfied that the absence of the listing is not due to
the need to protect investors.
No automatic requirement for Prospectus.
Prospectus required.
No pre-vetting of Admission Document by
the LSE or the FCA unless the offering
involves an offer to the public (more than
150 people) and therefore requires a
Prospectus.
Appointment of nominated adviser at all
times.
Pre-vetting of prospectus by the FCA.
Shares must have an aggregate market value of at
least £700,000.
London 2013 Mining IPOs
Exchange
Company
Name
Industry
Date of
Listing
Market Cap
(as at 31 August
2013)
AIM
Kryso Resources
Corporation
General mining
31/07/2013
£97.2m ($Cdn
160 Million)
AIM
Golden Saint
Resources
Limited
Diamond & gold
19/07/2013
£51.5m ($Cdn 85
Million)
Main Market
Central Rand
Gold Limited
Gold
10/06/2013
£3.0m ($Cdn 5
Million)
AIM
Kemin Resources
plc
Gold
01/03/2013
£18.6m ($Cdn 31
Million)
AIM
African Potash
Limited
Potash
22/02/2013
£4.5m ($Cdn 7.4
Million)
AIM
Stratmin Global
Resources plc
Graphite
29/01/2013
£13.3m ($Cdn 22
Million)
Johannesburg, South Africa
Johannesburg
Minimum Listing Requirements
Exchange
Technical Report
AltX
Main Board
Competent Person’s Report based on SAMREC and SAMVAL
Property Requirement
The applicant must have control (at
least 50% + 1 of the voting shares)
over the majority of its assets.
Control (50% + 1) of Assets
Subscribed Capital
ZAR2 Million ($Cdn. .21 Million)
ZAR 25 Million ($Cdn 2.6 Million)
Revenue/Profit
profit forecast for the remainder of the
financial year during which it will list
and for one full financial year
thereafter
ZAR8 Million ($Cdn.8 Million) over
three years.
Distribution
No specific requirement
25 Million Equity Shares
Public Equity Shareholders
(Percentage of shares held)
100 (10%)
300 (20%)
Jurisdiction of Incorporation
Includes Canada
Johannesburg 2013 Mining IPOs
Exchange
Company
Name
Industry
Date of
Listing
Funds Raised
Main
Sibanye Gold
Limited
Gold
2013/02/11
R42,867,634
($Cdn. 4.2 Million)
AltX
Giyani Gold
Corporation
Gold
2013/06/26
No capital raised
Sydney, Australia
Sydney
Minimum Listing Requirements
Technical Report
JORC Report on Principal Properties
Minimum Working Capital
$AUS 1.5 Million, plus 12 months General and
Administrative Expenses, plus cost of acquiring Plant,
Equipment and Mining Tenements
Net Tangible Assets
$AUS 3,000,000, or a market cap of $AUS 10,000,000
Public Distribution
(i)
400 Shareholders, each with $AUS 2,000 of Shares; or
(ii) 350 Shareholders, each with $AUS 2,000 of Shares and
more than 75% held by not related parties; or
(iii) 300 Shareholders, each with $AUS 2,000 of Shares and
more than 50% held by not related parties
Jurisdictions
Include Canada
Sydney 2013 Mining IPOs
Company
Name
Industry
Date of Listing
Funds Raised
MGT Resources
Limited
Tin
2013/01/13
$AUS 1.3 Million
Zeus Resources
Limited
Uranium
2013/01/21
$ AUS 13.5 Million
Perpetual
Resources
Limited
Coal
2013/02/28
$AUS 2.1 Million
Malabar Coal
Limited
Coal
2013/03/28
$AUS 20 Million
Classic Minerals
Limited
Copper
2013/05/22
$AUS 3.5 Million
Hong Kong, China
Hong Kong
Minimum Listing Requirements
Technical Reports
Junior (Growth Enterprise Market, or
GEM)
Independent Competent Person’s Report
Senior (Main Board)
Property Requirement
At least indicated resources or contingent resources
Operating History
Two years management continuity and one Three years management continuity
year ownership continuity
and one year ownership continuity
(but may be relaxed for Natural Resources (but may be relaxed for Mineral
Exploitation Companies)
Companies)
Minimum Working Capital 125% of one year forecast cash requirements
Market Cap
$US 13 Million
$US 26 Million - Profit of $US 6.4
Million in total for previous three
years (with profit of $US 2.6 Million
in previous year and aggregate
profit of $US 3.8 Million for previous
two years); or
$US 513 Million with revenue of
$US 64 Million in previous year; or
$US 256 Million with revenue of
$US 64 Million in previous year and
cashflow $US 13 Million in total for
previous three years
Hong Kong
Minimum Listing Requirements (Cont’d)
Cash Flow
Junior (Growth Enterprise
Senior (Main Board)
Market, or GEM)
$US 2.6 Million in total for previous See above
two years
Distribution
100 Shareholders
300 Shareholders
Public Shareholders
(Percentage of shares held)
Shares worth $US 3.8 Million
(25%)
Shares worth $US 6.4 Million
(25%)
Jurisdiction of Incorporation
Alberta BC and Ontario, Australia, UK ,US, EU, Korea ,Singapore ,
Cayman, Bermuda, Jersey, Isle of Man, China, Hong Kong and some
other overseas jurisdictions acceptable by HKEx– other jurisdictions on
a case by case basis.
Hong Kong 2013 Mining IPOs
Exchange
Company
Name
Industry
Date of
Listing
Funds
Raised
HKEx - Senior
(Main Board)
Chinalco
Mining
Corporation
International
Non-ferrous
and nonaluminum
mineral
resources
Jan. 31,
2013
$US 276
Million
HKEx - Senior
(Main Board)
CAA
Resources
Limited
Iron Ore
mining and
exploration
July 3, 2013
$US 60.8
Million
Toronto, Canada
Toronto
Minimum Listing Requirements
Technical Reports
Property
Requirement
Recommended Work
Programme
Minimum Working
Capital
Net tangible assets
Revenue
Distribution
CNSX
TSX-V
TSX
43-101 compliant Technical Reports on Material Properties
Means and ability to earn a
significant interest in a
Property
N/A
$100,000
N/A
N/A
500,000 shares valued at
$250,000
Significant interest in
Qualifying Property
$200,000
Work Programme plus 12
Months G&A
N/A
N/A
500,000 free trading
shares valued at $500,000
Work Programme, plus 18
Months G&A
$3,000,000
N/A
1,000,000 free trading
shares valued at
$4,000,000
200 (20%)
300 (sufficient public
shares, such that a
market will develop).
No restrictions, but may have to amend incorporation
documents to provide shareholder protection
Public Shareholders
(Percentage of
shares held)
Jurisdiction of
Incorporation
150
Other
Material contracts must be filed publicly
Translation of prospectus into French if filed in Quebec
No restrictions
Advanced Exploration
Property Minimum 50%
Ownership
$750,000
Toronto 2013 Mining IPOs
Exchange Company Name
Industry
Date of
Listing
Funds
Raised
($Cdn
millions)
CNSX
Loma Vista Capital Inc.
Base and Precious
Metals
2013/02/20
$.25
TSX-V
Black Widow
Resources Inc.
Gold, Copper, Diamond,
Zinc
2013/04/04
$1.1
TSX-V
Golden Peak Minerals
Inc.
General
2013/04/10
$0.7
TSX-V
Aurania Resources Ltd.
Gold, Copper, Uranium
2013/04/17
$2.0
TSX-V
Astar Minerals Ltd.
Gold, General Mineral
Properties
2013/05/15
$0.6
TSX-V
Plate Resources Inc.
Copper, Tungsten
2013/06/19
$0.8
CNSX
Canadian Metals Inc.
Gold
2013/06/28
$.81
New York
No Canadian Mining IPOs in the US in 2013 - Why?
New York (cont’d)
Foreign Private Issuer
Advantages
i.
Less onerous registration requirements than for US domestic
companies
ii. Can use IFRS
iii. Exempt from the proxy rules;
iv. No insider reports
v. Modified continuous disclosure obligations, reporting
requirements and certain other concessions.
New York (cont’d)
Foreign Private Issuer
Qualification
A foreign company will qualify as a foreign private issuer if:
i.
50% or less of its outstanding voting securities are held
by U.S. residents; or
ii. if more than 50% of its outstanding voting securities are
held by U.S. residents and none of the following three
circumstances applies:
A.
B.
C.
the majority of its executive officers or directors are U.S. citizens or
residents;
more than 50% of the issuer’s assets are located in the United
States; or
the issuer’s business is administered principally in the United States.
New York (cont’d)
MJDS
Advantages:
i.
ii.
iii.
Canadian Prospectus Requirements Apply.
No SEC Review.
Simplified Ongoing Periodic Reporting.
Eligibility for MJDS:
i.
ii.
iii.
iv.
Must be a foreign private issuer incorporated federally or a
province or territory of Canada.
The issuer must have been subject to Canadian continuous
disclosure requirements for at least 12 months and be currently
in compliance with those disclosure requirements.
The issuer must not be an “investment company”.
Minimum public float of $US 75 Million applies in many
circumstances.
Credits
• London:
•
•
•
•
•
Nigel Gordon, Stephen Callender – Fasken
Martineau
Johannesburg: Nicola Jackson, Dimitri Cavvadas, Isaac
Munyuki - Fasken Martineau
Hong Kong: David Richardson – Dorsey and Whitney
Sydney:
Tony Wassaf – Jones Day
Toronto:
Orlee Wertheim - TSX; Rob Cook, CNSX
New York
Chris Barry, Chris Doerksen, Dorsey &
Whitney; Marty Fisher – Fasken Martineau