ADRIANA RESOURCES INC ADI.
April 14, 2015 - 7:52pm EST by
dr123
2015 2016
Price: 0.11 EPS 0 0
Shares Out. (in M): 158 P/E 0 0
Market Cap (in $M): 17 P/FCF 0 0
Net Debt (in $M): -34 EBIT 0 0
TEV ($): -17 TEV/EBIT 0 0

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  • Canada
  • Mining
  • Metal
 

Description

If I could buy more than 50% of ADI.V, I would study such option as ADI.V trades
near half of net cash because of corporate burn which may be reduced.
 
ADI owns 40% of a Canadian iron ore project that would take years and billions to develop if
development started tomorrow.
 
The other 60% is owned by WISCO International Resources Development & Investment Limited, one of
the major subsidiaries of Wuhan Iron & Steel (Group) Corporation (the "WISCO Group"), one of the "Big
Three" Chinese state-owned integrated iron and steel companies. It bought this stake for C$92MM in
Jan 2012, C$52MM of which went to ADI.V
 
WISCO is also a 20% owner of ADI.V, having bought 29MM shares for $28MM in March 2011.
That WISCO has not bid for the rest of ADI.V despite ADI.V trading a large discount to net cash for more
than a year suggests that WISCO is an unhappy shareholder and/or the stake is immaterial.
 
Liquidation value is roughly 2x current share price IF burn is eliminated in 2015:
 
ADI.V shares out=158MM
 
Net cash at end of 2014: C$32MM at ADI.V plus $8MM net cash at the JV, of which $3MM is ADI.V’s
 
Brazilian assets: ADI.V owns land in Brazil on which it considered building a port, having spent C$43MM
in such venture, which ADI.V values at C$5MM
 
2015 burn: C$2MM (per 4q2014 MD&A)
 
Expected liquidation value in 2015= $34 to $38MM, or ~C$0.22/share
 
 
Another potential source of value: JV tax assets if JV is impaired
 
 
If an investor can buy the other 60% of the JV cheaply, accounting rules may allow for a complete
impairment based on today’s iron ore futures curve and ADI.V’s share price vs net cash value. Under
such impairment, the tax assets of such joint venture could be worth 25% of the C$179MM JV 12/31/14
carrying value, or C$45MM, $0.28 per ADI.V share.
 
Canadian tax law allows tax assets to remain intact upon a change of control as long as the operation is
similar to the acquirer’s and is carried on with a reasonable chance of profit. As the Canadian govt has
set aside C$20MM for rail to the Labrador Trough, as of last December, they saw a reasonable chance of
profitability even at low iron ore prices. Moreover, Champion Iron, cash-poor comparable in the Labrador Trough, trades at a C$14MM
enterprise value, showing that investors believe it has value. 
 
Thus, a mining company with profitable Canadian operations can gain exposure to a large, validated (by WISCO investment) iron
ore project for the next cycle, while being reimbursed for the cost to progress it.
 
“Similar” is not defined precisely by Canadian tax law, so the tax authority may argue that gold or
copper mining is not similar to iron ore mining. A strong counter, however, is that large mining
companies, like BHP, mine iron-oxide, copper, gold (IOCG) deposits as one mine. BHP’s Olympic Dam
is a large example.
 
 
 
 

 

I do not hold a position with the issuer such as employment, directorship, or consultancy.
I and/or others I advise do not hold a material investment in the issuer's securities.

Catalyst

a buyer of at least 50% of ADI.V may reduce costs and/or sell assets

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    Description

    If I could buy more than 50% of ADI.V, I would study such option as ADI.V trades
    near half of net cash because of corporate burn which may be reduced.
     
    ADI owns 40% of a Canadian iron ore project that would take years and billions to develop if
    development started tomorrow.
     
    The other 60% is owned by WISCO International Resources Development & Investment Limited, one of
    the major subsidiaries of Wuhan Iron & Steel (Group) Corporation (the "WISCO Group"), one of the "Big
    Three" Chinese state-owned integrated iron and steel companies. It bought this stake for C$92MM in
    Jan 2012, C$52MM of which went to ADI.V
     
    WISCO is also a 20% owner of ADI.V, having bought 29MM shares for $28MM in March 2011.
    That WISCO has not bid for the rest of ADI.V despite ADI.V trading a large discount to net cash for more
    than a year suggests that WISCO is an unhappy shareholder and/or the stake is immaterial.
     
    Liquidation value is roughly 2x current share price IF burn is eliminated in 2015:
     
    ADI.V shares out=158MM
     
    Net cash at end of 2014: C$32MM at ADI.V plus $8MM net cash at the JV, of which $3MM is ADI.V’s
     
    Brazilian assets: ADI.V owns land in Brazil on which it considered building a port, having spent C$43MM
    in such venture, which ADI.V values at C$5MM
     
    2015 burn: C$2MM (per 4q2014 MD&A)
     
    Expected liquidation value in 2015= $34 to $38MM, or ~C$0.22/share
     
     
    Another potential source of value: JV tax assets if JV is impaired
     
     
    If an investor can buy the other 60% of the JV cheaply, accounting rules may allow for a complete
    impairment based on today’s iron ore futures curve and ADI.V’s share price vs net cash value. Under
    such impairment, the tax assets of such joint venture could be worth 25% of the C$179MM JV 12/31/14
    carrying value, or C$45MM, $0.28 per ADI.V share.
     
    Canadian tax law allows tax assets to remain intact upon a change of control as long as the operation is
    similar to the acquirer’s and is carried on with a reasonable chance of profit. As the Canadian govt has
    set aside C$20MM for rail to the Labrador Trough, as of last December, they saw a reasonable chance of
    profitability even at low iron ore prices. Moreover, Champion Iron, cash-poor comparable in the Labrador Trough, trades at a C$14MM
    enterprise value, showing that investors believe it has value. 
     
    Thus, a mining company with profitable Canadian operations can gain exposure to a large, validated (by WISCO investment) iron
    ore project for the next cycle, while being reimbursed for the cost to progress it.
     
    “Similar” is not defined precisely by Canadian tax law, so the tax authority may argue that gold or
    copper mining is not similar to iron ore mining. A strong counter, however, is that large mining
    companies, like BHP, mine iron-oxide, copper, gold (IOCG) deposits as one mine. BHP’s Olympic Dam
    is a large example.
     
     
     
     

     

    I do not hold a position with the issuer such as employment, directorship, or consultancy.
    I and/or others I advise do not hold a material investment in the issuer's securities.

    Catalyst

    a buyer of at least 50% of ADI.V may reduce costs and/or sell assets

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