Mining and metals are always facing big challenges and there are plenty to choose from today.
Although gold’s still a winner and longer-term global trends such as the energy transition offer reassurance for other key metals, there is always going to be pushing and pulling along the way. For a miner needing to source finance, when unfavourable pricing dynamics appear, it can sometimes make equity dilution too hard or when the share market gets bent out of shape like it did today, investors can dive for cover, at least for the short term.
So, miners need to be able to look at alternatives.
This is why we’ve had clients and colleagues in the junior to mid space asking us questions about potential pitfalls for the kinds of financing available in that environment.
A few things need careful thought.
'Regular' debt finance: a term sheet may be in your inbox that says it’s for ‘debt’ – but it’s not normally only debt that’s on offer. Lenders for this sort of deal accept that the exit for their investment may be less than clear. So yes, borrowing money from them instead of raising equity is going to cost you.
The term sheet will ask for options/warrants, capitalised upfront fees, convertible features (more on this below) as well as tight covenants and very regular and detailed reporting. The consequences for breaching will be costly. These deals are also nearly always secured, so you’ll need to make sure the pathway is clear for any incoming lender looking to refinance the debt later.
These lenders are motivated to move quickly, but it’s important to remember they still act responsibly. There is usually a robust technical and legal due diligence process to get through before the money is available. Get prepared for due diligence early and build a buffer into your timetable, your negotiating strength is at its best when time isn’t running out.
Offtake prepay, royalty debt finance and metal streaming: these arrangements can provide upfront capital but great care should be taken during the structuring phase. These arrangements are called all kinds of things, but they usually are still debt and need to be treated as that. All the above points need to be considered and more.
The effects of commodity price volatility, counterparty risk, dilution of future cash flows, preserving optionality to transact with concurrent financiers and stakeholders all need careful thought.
Convertible Debt: this involves most of the issues already outlined above as well as the potential for regulatory complexity. Having the right lawyers is useful in making sure the funding isn’t delayed or stopped because the ASX Listing Rules, the Corporations Act or FIRB has got in the way.
For example, is the convertible note ‘appropriate and equitable’ in the eyes of the ASX? Would the ASX accept that your placement capacity lines up with the conversion clause you’ve agreed? Is the 20% takeover threshold an issue? These points, and others, need thought.
These types of deals are going to be a necessary part of mining finance at each and every point in the cycle. To make them work, it’s just a case of keeping the right sets of eyes on the key pitfalls from the time you get the term sheet to the date you make the drawdown.