I had the chance to sit down once again with Rick Rule, the president and CEO of Sprott U.S. Holdings, Inc. The topics of discussion covered what can often “go wrong” with general and administrative expenses, change of control provisions, changes in corporate strategy (referred to as “mission drift” in this context), and uniquely structured insider private placements.
“Many junior mining companies don’t regard shareholders as partners, they regard them as unsecured creditors,” explained Rule. “[So] anticipating outcomes based on the self-interest of the executives is the best way to understand [how] things are going to unfold.”
Commenting on general and administrative expense items, Rule noted that, “I have seen several circumstances where $10 million market cap companies with $800 thousand in the treasury were paying the CEO $450 thousand a year. In other words, the CEO’s salary alone was taking up 5% of market cap — on an annual basis. That means the CEO, him- or herself (if you assume they have $800 thousand left in the company), will bankrupt the company in [less than two years].”
Speaking toward change of control provisions, Rule recounted that, “Many people raise money from private parties with the view that they’re going to make a discovery and sell the discovery. And what you learn is that many management teams get paid twice. I have seen, in a number of circumstances, management teams [install] change of control provisions … where if the company is sold (which was their stated intention), they get compensation on sale equal to five years of their average salary and bonus expense, and five years of ancillary expenses — things such as rent and health benefits.”
“That’s one of the reasons why some management teams are willing to entertain merger and acquisition,” Rule added, “where their only participation in the company is as option holders. I’ve had a lot of bad experience, frankly, with change of control provisions, which is one of the reasons I study them.”
On the subject of oddly structured insider private placements, Rule explained that, “Private placements, where the company loans the executives the money to [buy] the private placement, … [are] the private placements … I really dislike. In other words … the private placement is just a recycle that allows the management team to sell the stock and strip the warrant — which is an artificial way of increasing their [own] options position. And that’s fairly common.”
When asked how one can protect themselves from the aforementioned (and more), Rule explained that, “One of the ways you can defend yourself … is by limiting your speculations (irrespective of apparent prospectivity or promotion) to companies that are headed by people who have been serially successful in the past … With a class-1 team at the helm [you’re] more likely to be successful.”
“As a speculator,” Rule concluded, “your gains are [usually] hard won. I’m reminded of the scientists’ observation that the harder they work, the luckier they get.”
To watch the full video interview with Rick Rule, the president and CEO of Sprott U.S. Holdings, Inc. click here.
Sprott U.S. Media, Inc. is a wholly owned subsidiary of Sprott Inc., which is a public company listed on the Toronto Stock Exchange and operates through its wholly-owned direct and indirect subsidiaries: Sprott Asset Management LP, an adviser registered with the Ontario Securities Commission; Sprott Private Wealth LP, an investment dealer and member of the Investment Industry Regulatory Organization of Canada; Sprott Global Resource Investments Ltd., a US full service broker-dealer and member FINRA/SIPC; Sprott Asset Management USA Inc., an SEC Registered Investment Advisor; and Resource Capital Investment Corp., also an SEC Registered Investment Advisor. We refer to the above entities collectively as “Sprott”.
The information contained herein does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
This report contains forward-looking statements which reflect the current expectations of management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this document. These factors should be considered carefully and undue reliance should not be placed on these forward-looking statements. Although the forward-looking statements contained in this document are based upon what management currently believes to be reasonable assumptions, there is no assurance that actual results, performance or achievements will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this presentation and Sprott does not assume any obligation to update or revise.
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Generally, natural resources investments are more volatile on a daily basis and have higher headline risk than other sectors as they tend to be more sensitive to economic data, political and regulatory events as well as underlying commodity prices. Natural resource investments are influenced by the price of underlying commodities like oil, gas, metals, coal, etc.; several of which trade on various exchanges and have price fluctuations based on short-term dynamics partly driven by demand/supply and also by investment flows. Natural resource investments tend to react more sensitively to global events and economic data than other sectors, whether it is a natural disaster like an earthquake, political upheaval in the Middle East or release of employment data in the U.S. Low priced securities can be very risky and may result in the loss of part or all of your investment. Because of significant volatility, large dealer spreads and very limited market liquidity, typically you will not be able to sell a low priced security immediately back to the dealer at the same price it sold the stock to you. In some cases, the stock may fall quickly in value. Investing in foreign markets may entail greater risks than those normally associated with domestic markets, such as political, currency, economic and market risks. You should carefully consider whether trading in low priced and international securities is suitable for you in light of your circumstances and financial resources. Past performance is no guarantee of future returns. Sprott Global, entities that it controls, family, friends, employees, associates, and others may hold positions in the securities it recommends to clients, and may sell the same at any time.
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