In the latest Q (Q3 2013), we were told (at p.20 of the pdf) that HIMR had acquired 13.8% of BLWP and a 9% profit share and it further says that HIMR has the option to purchase an additional 11.2% and another 8% of profit share by 12/31/13. So, today when HIMR anounced it has raised it's ownership and revenue/profit share of BLWP by nearly 100%, the obvious interpretation is that they now have 25% of BLWP and a 17% profit share.
Also, in the Q it notes HIMR has a royalty based on the volume of wood produced - .16 per board foot for heavy hardwood and .10 per board foot for light hardwood.
Is HIMR destined to own more of BLWP?
We don't really know because the contract agreement has not been disclosed, but there are reasons to think we will and reasons to think limiting disclosures on the matter became necessary. Maybe it helps to look at it chronologically.
The LOI is dated 6/28/13. It is there stated that HIMR will acquire 80% of BLWP. HIMR was obligated to make a payment of 25k within 4 days of the LOI. BLWP was formed and registered by 7/5/13. In the LOI, it states the goal that the definitive agreement will be finalized and executed by 7/25/13. Conditions for finalization include that the General Congress Kuna of Mudigandi shall obtain all necessary permits from ANAM (Pamana's National Environmental Agency) and ARAP (Aquatic Resource Authority of Panama) and approve the transferal of B&B Madera's preexisting right to extract snags in that area to BLWP. Within four days of signing the definitive agreement, there is suppose to be a second payment of 155K. It says HIMR will pay 180K for 80% of the shares but adds that HIMR shall pay "throughout 18 months the total sum of 500K subject to mutually agreeable payment terms." It doesn't say in the LOI how the shares of BLWP would be distributed to HIMR, this seems to be an matter to be settled in the definitive agreement.
On 10/14/13, we got a blog that told us "Upon our announcement of entering into the LOI to secure our first concession, while it was a happy moment for us (management and shareholders), in an instant, we learned valuable lessons regarding the landscape of politics and respect amongst the honorable tribes in Panama's Bayano. This experience prompted the appropriate and immediate ceasing of outward communication pertaining to the pursuit of the Lake Bayano concession." So, it seems disclosing the LOI didn't go over very well.
The latest Q tells us the contract agreement was finalized and exercised on 10/21/13.
In a FB blog dated 10/28/13, they again reference overdisclosing by saying "couple this with our new understanding of how best to handle public communications in Latin America (essential silence)". In the 11/8/13 announcement it is commented that "Management indicated that the process of securing the Bayano Lake project was a learning experience that will weigh heavily in how the company's affairs will be managed going forward."
The Q3 2013, it is silent on the question of whether HIMR can buy more of BLWP and the contract agreement has not been disclosed and may include provisions that limit disclosure. In the year end letter to shareholder, one of the goals for 2014 is to increase the equity position in BLWP. I think he is trying to signal to us (in a plausibly deniable way) that we can and will acquire a bigger share of BLWP. The fact that a portion of ownership was obtained with the finalization of the contract agreement and another portion of ownership was acquired recently, tells us the terms of acquisition involve making the distribution of shares to HIMR contingent on satisfying payment milestones. And so, IF there is still a total consideration of 500K due throughout an eighteen month period, we should expect more shares of BLWP as further payment milestones are achieved. That is just speculation of course.
Also, in the Q it notes HIMR has a royalty based on the volume of wood produced - .16 per board foot for heavy hardwood and .10 per board foot for light hardwood.
Is HIMR destined to own more of BLWP?
We don't really know because the contract agreement has not been disclosed, but there are reasons to think we will and reasons to think limiting disclosures on the matter became necessary. Maybe it helps to look at it chronologically.
The LOI is dated 6/28/13. It is there stated that HIMR will acquire 80% of BLWP. HIMR was obligated to make a payment of 25k within 4 days of the LOI. BLWP was formed and registered by 7/5/13. In the LOI, it states the goal that the definitive agreement will be finalized and executed by 7/25/13. Conditions for finalization include that the General Congress Kuna of Mudigandi shall obtain all necessary permits from ANAM (Pamana's National Environmental Agency) and ARAP (Aquatic Resource Authority of Panama) and approve the transferal of B&B Madera's preexisting right to extract snags in that area to BLWP. Within four days of signing the definitive agreement, there is suppose to be a second payment of 155K. It says HIMR will pay 180K for 80% of the shares but adds that HIMR shall pay "throughout 18 months the total sum of 500K subject to mutually agreeable payment terms." It doesn't say in the LOI how the shares of BLWP would be distributed to HIMR, this seems to be an matter to be settled in the definitive agreement.
On 10/14/13, we got a blog that told us "Upon our announcement of entering into the LOI to secure our first concession, while it was a happy moment for us (management and shareholders), in an instant, we learned valuable lessons regarding the landscape of politics and respect amongst the honorable tribes in Panama's Bayano. This experience prompted the appropriate and immediate ceasing of outward communication pertaining to the pursuit of the Lake Bayano concession." So, it seems disclosing the LOI didn't go over very well.
The latest Q tells us the contract agreement was finalized and exercised on 10/21/13.
In a FB blog dated 10/28/13, they again reference overdisclosing by saying "couple this with our new understanding of how best to handle public communications in Latin America (essential silence)". In the 11/8/13 announcement it is commented that "Management indicated that the process of securing the Bayano Lake project was a learning experience that will weigh heavily in how the company's affairs will be managed going forward."
The Q3 2013, it is silent on the question of whether HIMR can buy more of BLWP and the contract agreement has not been disclosed and may include provisions that limit disclosure. In the year end letter to shareholder, one of the goals for 2014 is to increase the equity position in BLWP. I think he is trying to signal to us (in a plausibly deniable way) that we can and will acquire a bigger share of BLWP. The fact that a portion of ownership was obtained with the finalization of the contract agreement and another portion of ownership was acquired recently, tells us the terms of acquisition involve making the distribution of shares to HIMR contingent on satisfying payment milestones. And so, IF there is still a total consideration of 500K due throughout an eighteen month period, we should expect more shares of BLWP as further payment milestones are achieved. That is just speculation of course.
