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By F. Osmond, R. Kelly

"Malcolm Knowles, the famous adult educator once wrote: ""What a challenge we in human resources development face if we are to avoid the obsolescence of our workforce. I can foresee this challenge requiring that we reconceptualize (...) and redefine the role of HRD, away from that of managing the logistics of conducting training activities to that of managing a system of learning resources"".The context in which this was written surrounds the subject of adult education and the need for business and industry to change its approach to the treatment of adults as learners. In explaining what 'managing a system of learning resources' means, Knowles refers to line supervisors and managers as the most ubiquitous resources for day-in and day-out employee development. In many organizations training has been largely a staff rather than line responsibility. Even where trainers reported to line management, it was still seen as a staff function performed by a few specialists.This change referred to by Knowles places a much heavier responsibility on line supervisors and managers for the development of their personnel than has traditionally been the case. Managing that change - handing over the responsibility to the line organization - is the supreme challenge for the HRD function.Just why is this change necessary? Because too often, the learner does not effectively use on the job what he or she learned in the classroom. In fact, learners often discard new methods and revert to the older ways. The reason training does not stick is that the systems for training and work management are most often separate entities and while one may support the other, they need to be a single integrated system in order to ensure the transfer to the job effectiveness of training and some real value for the training dollars.Because much training can be wasted, steps have to be taken to ensure that it fulfills its intended purpose. The effective and continuing application of knowledge and skills that learners acquire can only be realized when line supervisors and managers are at the centre of the training system.This paper describes how such a systemis being developed at the Iron Ore Company of Canada (IOC) as a functional training program is introduced. The following text provides background information on the IOC - who they are and where they are located, a definition of functional training, an evaluation of the suitability of this approach for adults in industry, a description of how the program is being implemented at IOC and some observations that have been made as this change is experienced."

Jan 1, 1995

By D Frost, G Harbort, T Lipiec, N Deonarain

"The use of flotation columns has remained a contentious issue among mill operators. There are those who consider them an essential part of any mineral processing operation, while others consider them a necessary evil, which should only be installed if there is no alternative. Lastly, there are those who believe they should not be installed, no matter how great the perceived benefit.This paper provides an analysis of over 4000 installed flotation columns, contained in the Amec Foster Wheeler flotation database. Changing trends in column flotation use by type, commodity and geographical region are discussed. The effect of changing commodity prices and the China ‘phenomenon’ are reviewed. Special reference is made to the changing face of column flotation in Australia.Of note is the fact that after falling to a 20 year low in installed flotation column capacity in 2014, flotation columns during 2015 went through a resurgence in popularity. This resurgence was in direct contradiction to depressed metal prices and was driven by brownfield optimisations to reduce off-site costs, particularly in base metals. A case study is presented comparing the benefits of column flotation at high commodity prices with low commodity prices.Citation:Harbort, G, Deonarain, N, Frost, D, Lipiec, T and David, D, 2016. Changing Trends in Column Flotation Use - Their Impact for Australian Mill Operators, in Proceedings 13th AusIMM Mill Operators’ Conference 2016, pp 93–104 (The Australasian Institute of Mining and Metallurgy: Melbourne)."

Oct 10, 2016

By T. Peter Philip, Erich U. Petersen, William J. Tafuri, Donald M. Hausen, Douglas N. Halbe

Scarcely a month goes by that I or someone else at Newmont Mining or Newmont Gold isn't asked to give a talk on the topic I was asked to discuss today. Investors, financial analysts, geologists, metallurgists, even our government--everybody wants to know what the future holds for gold mining. Well, you're not going to get exactly what you asked for. Today, I'm prepared to focus primarily not on what the future will bring to us, but rather on what the future will demand from us. More than that, I cannot undertake because it isn't within my scope to predict how wise and resourceful everyone in our industry will be in the future. What our future will hold, as I see it, will depend on our--and our colleagues'-- responses to these very real demands. Three critical issues stand out in my mind as to what the future will demand of us in the gold mining industry. And these demands will be for: 1. The very greatest of technical expertise and innovation. 2. The highest order of environmental sensitivity and timely accommodation. 3. Planning, planning and more planning. All of these flow inexorably today from the traditional objective of any mining company--or any company in any business, and that is, to make money. Nothing as I see it, should be undertaken by a geologist, metallurgist or even an environmental department, unless the exercises will enhance profits; and nothing may be ignored which can have consequent damage to the bottom line. Thus, the three issues I've listed for you subordinate themselves to the objective of making money, although at least in the environmental area, it might seem to some that we can only incur additional costs without even a dollar-for-dollar return. I hope to disabuse you today of any such out-of-date notion. Let's tackle the first issue-- Technical Expertise and Innovation. Newmont Gold Company this year is celebrating its 25th anniversary of successful and profitable operations on the Carlin Trend. Carlin in 1961, which is when exploration began on the "Trend" by Newmont, actually may share a lot of similarities with Carlin today. They didn't then know where the gold was and, if they found it, they had one hell of a challenge mining and processing ore at a profit because gold was selling at only $35 an ounce. Today, we know where the current reserves are. But we don't know where our future reserves lie. Furthermore, we don't know exactly how we're going to mine them, and, as everyone here knows too well, we don't know what the optimum metallurgical treatment is, even if we can find and mine them. And all that despite the abundant level of modern experience and skills within the current generation of mining companies, and the fact that, even taking inflation into account, gold sells at a higher price today than in 1965 when Carlin began operations. But, of course, I'm telling you what you already know.

Jan 1, 1990

By Tim O'neil

Attendance exceeded 4,500 minerals professionals from all over the world at SME's March 9-11 Annual Meeting and Exhibit in Orlando, FL. The exhibit, of more than 600 booths, featured 398 of the mining industry's premier suppliers. The keynote session, "Change makers in the industry," opened the meeting. The session featured Jeffrey Clevenger, president of Cyprus Climax Metals; Mark Baker, senior vice president of Modular Mining Systems, a division of Komatsu; and John Correnti, vice chairman, president and chief executive officer of Nucor. The SME meeting also featured four specialty programs: Bulk materials handling by conveyor belt, Latin American perspectives, plant operators' symposium and waste characterization and treatment. Also open to attendees were more than 60 technical sessions encom¬passing coal, the environment, industrial minerals, mining and exploration, minerals and metallurgical processing and minerals resource management. Ed Dowling was the chair of the 1998 SME technical programming committee. And Dowling, director of process management and engineering for Cyprus Minerals, acted as the host of the SME keynote session. Dowling said the mining industry has undergone incredible change over the last decade. And the forces of change continue to accelerate. These changes include globalization, regulatory pressures, technology, labor, competition, pricing and other market influences, he said. With that in mind, the SME program committee selected as the theme of this year's SME Annual Meeting, "The changing world of mining ... our role." Given some of the current commodity prices, Dowling said, the theme is timely. He also noted that a large percentage of the 60 technical sessions spoke to the evolving operational and business aspects of the mining industry as the industry crossed international boundaries. The keynote session mirrored the meeting theme by focusing on the increasing challenges and required changes the minerals industry faces. Dowling reminded keynote attendees that change is not a new idea. He said Benjamin Franklin described three types of people: Those who are immovable, those who can be moved and those who are movers. And so it was appropriate that three of the most forward-thinking movers in the business - Clevenger, Baker and Correnti - address the keynote session, Dowling said. John Callaway moderated the keynote session. He is senior correspondent for WTTW TV, the public broadcast station in Chicago. For the past 13 years, Callaway has served as host of WTTW's award-winning, primetime news analysis program, Chicago Tonight. Callaway said that the keynote changemakers are recognized as industry leaders whose vision has led to significant business transformation and results. Panel speakers, he said, will discuss how shifts in strategy, op-

Jan 1, 1998

By A E. Petts

Record iron ore prices and a renaissance of infrastructure in the Pilbara have Flinders Mines poised to move from explorer/developer to an iron ore producer. The potential of the company’s Pilbara Iron Ore Project was first highlighted by the announcement of Rio Tinto’s Caliwingina North deposit to the north and the Fortescue Metals group’s Serenity deposit in the southeast. The success of Flinders Mines’ exploration has been based on incorporating landscape studies into an existing geological framework, and using this to understand the iron-rich materials that were emplaced during the Tertiary. The development of the Delta and Eagle deposit resource models highlights this process. There are three main mineralisation styles at the project; detrital iron, channel iron and bedded iron deposits. They have textural and mineralogical similarities with comparative deposits in the region. Gaining an insight into the geological processes unique to detrital iron deposits and more distal channel iron deposits has been important to understanding the geometallurgy of the mineralisation. The model sits comfortably with other regional oregenesis models and allows a contextual framework to be developed around the timing of deposition of the Fe-rich detritus and pisolitic nodules that dominate the deposits. The exploration model also allows Flinders to explore more effectively for bedded iron mineralisation developed prior to, and since the development of the Tertiary weathering landscape.

Jul 11, 2011

By R C. Morris

The channel iron deposits (CID) (Ramanaidou, Horwitz and Morris, 1991; Morris, Ramanaidou and Horwitz, 1993; Ramanaidou, Morris and Horwitz, 2003; Morris and Ramanaidou, 2007) are one of the two major iron ore types mined in the Hamersley Province. The CID provided around 41 per cent of the total of 268 Mt of iron ore mined from the Hamersley Province in 2006. The current CID resource is around seven billion tonnes. The CID deposits occupy numerous meandering palaeochannels in a mature surface that includes Precambrian rocks and ferruginous palaeogene valley fill. These palaeochannels are generally less than a kilometre but can range to several kilometres in width and from one metre to more than 100 m thick. The two currently mined CID areas are located:in the western Hamersley Province in the Robe palaeochannel, and in the east in the Yandi palaeochannel. These two major CID channels extend over 100 km to 150 km, with the Robe system up to 5 km wide. The granular ore facies typically contains ooids and lesser pisoids with haematite nuclei and goethite cortices, with abundant goethitised wood/charcoal fragments and goethitic peloids, minor clay and generally minimal porous goethitic matrix. Post deposition weathering is common and produced secondary facies.Ooids and pisoids were mostly derived from the stripping of a well- vegetated deep ferruginous surface. The peloids were derived both intraformationally from fragmentation and reworking of desiccated goethite-rich mud. Minute wood/charcoal fragments in the soil that were initially replaced by goethite and then dehydrated to haematite, formed nuclei for many ooids and pisoids. In addition, abundant, generally small (in situ by goethite within the consolidating CID. This profusion of fossil wood, both as ooids and pisoids nuclei and as discrete fragments as well as the local presence of kenomagnetite suggests major episodic wild fires in heavily vegetated catchments. The goethitic matrix was the result of chemically precipitated iron hydroxyoxides, resulting from leaching of iron-rich soils in an organic environment.

Jan 1, 2007

By T Gill, A Faragher, B Scott, V Kakebeeke

In 2000, after six year intensive exploration for high-grade haematite deposits, Rio Tinto included the channel iron deposits (CID) as a specific iron ore target in the Hamersley Province iron ore exploration program. The exploration model was simple and based on the then current understanding of CID genesis. Fundamental to the model was an interpretation that CID deposits after their final accumulation stage could be entirely concealed in their channels. Inversion to mesas and therefore exposure of the CID profile would only occur in areas where the modern drainages follow the ancient and have significantly incised their current bedrock. The model took encouragement from observations at Bungaroo Creek, where large CID accumulations occur in a deep valley incised in the Wittenoom Formation concealed below recent valley fills derived from the surrounding BIFs. Also, in the headwaters of the Yandicoogina system CID occurs below a more recent cover of calcrete and clay. After a number of failed or partially successful attempts, exploratory drilling in 2002 in the Caliwingina valley in the northern Hamersley Range identified significant CID mineralisation. Subsequent drilling programs from 2003 onwards revealed the presence of a large CID system, which stretches from the middle reaches of the Caliwingina Creek to deep under the sediments of the Fortescue Valley, a channel length of more than 30 km. Although the drilling is still somewhat sparse, the geological resource estimation suggests that Caliwingina is presently the third biggest CID system of the Pilbara (after Yandicoogina and Bungaroo Creek) and is of comparable size to the premining Robe River system (1.6 Bt), with comparable Fe-grades to the Yandicoogina global resource grade (57.7 per cent Fe). Large detrital and canga deposits overlie the Caliwingina CID, or interfinger with it, and although the economics of these are presently unfavorable, could ultimately present a low-grade iron resource of slightly smaller size to the CID mineralisation at Caliwingina Creek. Together with the recently discovered Serenity and Solomon deposits, as well as Cabbage Gum Bore and other smaller occurrences, the Caliwingina Creek deposit is part of a major new CID district in the central Hamersley Ranges, approximately halfway between Yandicoogina and Robe River. Although exploration in this new district is still underway, the preliminary indications are that this area will provide a total CID resource well over 3 Bt, and is on a par with the major known CID systems in the Hamersley Province.

Jan 1, 2009

By Philippe Dumont

Presentation of the project Underground civil works to be performed They include two single track running tunnels and a service tunnel of a length of fifty kilometers . Many cross adits (180 adits) : to link the tunnels (53 cross passages), to relieve air super pressure from one tunnel to the other (87 piston ducts), to install technical adits (40 electrical rooms). Two cross-overs located at one third of the whole length, allow trains to shunt from one tunnel to the other so as to ensure one way traffic in case of emergency. Pumping stations allow water to be collected at the lowest point and pumped out. 1 Main features of the tunnels 1.1 The service tunnel This 4.8 m inner diameter gallery allows During civil works - front probing operations of the geological layers encountered (front and vertical probes). - lateral soil grouting that may be necessary to facilitate the boring of the two running tunnels . During operations - Maintenance and safety vehicles traffic - Fresh air supply to running tunnels - Fire protection and drainage system - Electricity supply and control and communication. The service tunnel has been bored with a 5.72 meter external diameter Robbins TBM for the undersea section, and a MITSUBISHI TBM for the land section.

Jan 1, 1991

By W. K. Muwais, R. G. Cuddy

"The Lower Cretaceous McMurray Formation contains the bitumen reserves of the Syncrude Mine in northeastern Alberta. This formation comprises sediments deposited sequentially in fluvial, estuarine and marine depositional environments. The Syncrude Base Mine area consists mostly of estuarine sediments, as much of the original marine sediments have been eroded away. These estuarine deposits consist of channel-fill sediments and interchannel tidal flat sediments with the channel-fills comprising most of the orebody.Channel-fills contain, among other lithologies, interbedded sand, silt and clay rich layers that often occur as sequences of inclined beds with dips up to 25 degrees or more. A detailed knowledge of the distribution of these inclined beds, their lithological characteristics and their continuity is very important in assessing the risk of mine highwall instability . Techniques used to identify and characterize adverse structures are reviewed. INTRODUCTIONGeneralThe Syncrude Canada Ltd. oil sand mine is located within the surface mineable portion of the Athabasca Oil Sands area about 40 kilometres north of Fort McMurray in northeastern Alberta, Canada (Fig. I). The company commenced large-scale strip mining of oil sands in June 1977in the area, referred to as the Base Mine, situated in the southeast corner of the company's two lease areas (Fig. 2).The mining method (Fig. 3) utilizes large electric drag lines operating on a single bench with highwall depths up to 60 metres. Feed grade oil sand (= 6 wt.% bitumen) is mined by draglines and windrowed parallel to the highwall crest. Lower grade oil sand « 6 wt. 0J0 bitumen) occurring as waste bands is selectively mined by the draglines and cast back into the mined out pit or placed on the bench and hauled by truck. The windrowed feed is delivered to the extraction plant by a bucket wheel reclaimer and conveyor system. Stripping of Recent, Pleistocene and Cretaceous overburden units is done outside the conveyor systems by mobile equipment. The 4.5 kilometre long mine is split into four quadrants for planning and scheduling purposes, with each quadrant having an individual dragline-bucketwheel-conveyor system.Surface mining of oil sand at Syncrude requires the removal of vast quantites of material. The design of the open pit mine relies heavily on knowledge of the distribution of ore and waste materials, and on the physical characteristics of these materials.The geology of the oil sand below the dragline bench at the Syncrude Mine is complex. Geological, geotechnical and hydrogeological factors play an important role in the design and operation of the mine. This paper describes aspects of the geology that impact on the design and operation of the mine. Some of the methods and procedures adopted by Syncrude to successfully overcome difficulties that the complex geology creates are discussed."

Jan 1, 1989

By D. A. Barr

High-grade gold-silver mineralization associated with electrum and argentite was discovered in a quartz vein at the Chappelle property, 273 km north of Smithers, B.C., in 1969 following a regional geochemical reconnaissance program in the Cassiar-Omineca Mountains. Subsequent exploration resulted in the discovery of numerous quartz veins with associated precious-metal values in a belt 17 by 3 km in area centrally located within Toodoggone Group volcanic and sedimentary rocks of Lower to Middle Jurassic age and a window of Takla Group volcanic rocks of Upper Triassic age. More detailed investigations, consisting principally of 5677 m of surface drilling in 57 holes and crosscutting, drifting and raising on Chapelle Vein A, has outlined a high-grade gold-silver-bearing shoot with a strike length of 200 m, an average width of about 3 m and extending to an average depth of about 40 m below surface.

Jan 1, 1978

By Karl J. C. Harries

"1.1. WHAT ARE AGREEMENTS AND HOW ARE THEY FORMED?In order to have an agreement, at common law, there must be an offer, acceptance of that offer, and consideration passing between the parties. In addition, the material terms (i.e. the basics or substance) of the agreement must be discernible, preferably by means of documentation. Although these concepts may appear simple and straightforward, the law relating to them is voluminous and complex. Some brief comments are worthwhile.• Offer/acceptance: Both offer and acceptance should be in writing, but they need not be. The actions, conversations, and/or correspondence of the parties may constitute either or both of them. Notwithstanding, the local law or practice of a jurisdiction will impose some specific requirements for certain types of agreements. If these requirements are not met, the agreement may be unenforceable. For example, Ontario’s Mining Act requires transfers of unpatented mining claims to be evidenced in writing and recorded.1• Consideration: Consideration is usually thought of as being money, but it can be virtually anything, even “the premises” (i.e. the mutual covenants or promises contained in the agreement itself). In addition, if one party, relying upon the offer of another, does something to his detriment, then the doing of the act can be considered to be an acceptance of the offer and, under the legal concept of “detrimental reliance”, can also be consideration. Whether or not detrimental reliance exists will depend upon the circumstances of each case.2• Material terms: The requirement that the material terms of an agreement must be discernible does not mean that all of the terms of an agreement must be documented or even have been considered, just the basic or material ones. In addition, it will be up to a judge to decide what is material – not necessarily the parties. In order to establish the material terms, a Court may look at all relevant documentation and may hear oral evidence. It will resist “writing the agreement”"

Jan 1, 2003

By Karl J. C. Harries

"10.1. INTRODUCTIONDefinitions are a necessary part of every agreement. Their purposes are to assist the reader in reading and understanding an agreement and to attempt to avert potential confusion and, therefore, disputes. In some circumstances, they may be critical in deciding a dispute. As they are often substantive, they should not be treated lightly.It is far easier and less confusing for a reader to read “the Company” or “the Recipient” than to be faced with “the party of the First Part”, or to see the “Jones Property” than “that part of the property hereinbefore described in paragraph 1.01 hereof”. It is also advisable not to use “-ee” and “- or”, as in payee and payor.One thing must always be remembered: once a word has been defined in an agreement, it will always have the defined meaning unless the contrary is clearly indicated or is required to make sense of a provision.2 It can be confusing for a reader if commonly used words are defined in other than ordinary terms. Unique words that will stand out in the text are more likely to be recognized as having special meaning. It is also good practice to identify defined terms by capitalizing them in the text of the agreement. Boldfacing of definitions is also sometimes used for this purpose but, as boldfacing is not easily identified in handwritten revisions, it can be missed in the press of negotiations, especially when several typists are involved. Lack of consistency in identifying defined terms is not a fatal mistake, but it can create confusion, especially if the reader is new to the agreement or is reading it in a highly technical manner, such as when there is a dispute.If definitions used in the main text also apply to a schedule, they need not be included in both. Omitting them from the schedule makes the agreement look shorter, which to some people is a benefit. If definitions are not repeated, make certain that the schedule clearly indicates that words defined in the main text have the same defined meanings in the schedule3 and are clearly identified as defined words. In considering whether or not to repeat in a royalty schedule definitions appearing in the agreement proper, think of definitions as an aid and a reminder to the reader. Repeating them will help a reader, if only by saving the nuisance of remembering where to find them in the main text and constantly turning to it. All the definitions needed to read the schedule will be right there, so that the schedule is a self-contained document. Just make certain that, if you do repeat a definition, you repeat it in identical terms. If you have to change any defined term to make it fit the royalty provisions, use a different word or phrase as the defined term to warn the reader that he is dealing with a different concept.4"

Jan 1, 2003

By Karl J. C. Harries

"11.1. INTRODUCTIONA royalty is the most common form of interest retained by an owner who is disposing of his property or by a joint venturer who ceases, voluntarily or otherwise, to participate in the joint venture.1 Rarely does a non-participating party have a direct interest in the property and/or assets of a project, except during the period when a non-participating joint venturer may be having his interest diluted.2 In fact, it is most unwise to permit a non-participating party to have such an interest. It may give rise to significant problems that could prevent or substantially delay the development of an orebody and require a considerable amount of time, effort, and money to correct.3In negotiating a royalty, it is important to be aware that there is no law or convention that says, “You just don’t do that in a royalty agreement.” As with any agreement, inventiveness and flexibility on the part of the negotiator are not just assets, but virtual necessities. It is also for this reason that it is essential to read the royalty provisions, particularly the definitions, fully and carefully, especially if you are the recipient. On the other hand, if your inventiveness and flexibility cause your accountant to question the advisability of one of your ideas, pay close attention to him.4 He will, no doubt, have had experience with many royalties, and no competent professional adviser disparages a client’s ideas without good reason. Besides, he will probably be the person who will be determining the royalty or certifying the determination of it. At the very least, he will be auditing your general financial statements, which must, of course, reflect the royalty determination. Heeding his advice not only may make the determination easier but also will probably save you money in professional fees later on. Nevertheless, do not simply accept his comments or recommendations without understanding what they mean, why they have been made with respect to your royalty agreement (sometimes professionals have comments that they make as a matter of course and, even though they may be valid, you should require them to be justified to you), and how they will affect your royalty determination.It is surprising how many corporate payors insist that their standard royalty provisions5 be used as a matter of policy, thereby effectively tying the negotiator’s hands. It is even more surprising, and to professional advisers frightening, how many of the senior employees who insist that such a policy be adhered to, virtually without variation, do not know what is in the standard provisions and would be hard-pressed to explain them to a property owner. If standard provisions are appropriate, by all means use them, but do allow experienced and sensible negotiators some flexibility and make sure that everyone within the corporation who may have to use such provisions – negotiator and supervisor alike – knows what they contain and why they are as they are. For example, there are often good and convincing reasons to describe a deduction in a certain way or to include a certain specific type of deduction. On the other hand, quite often the answer to the question “why?” is that “it has always been there”; this is, or should be, an unacceptable answer. In any event, if you, as the negotiator, appear to know what you are talking about, are familiar and comfortable with your royalty provisions, and are backed up by your boss with the same words or reasoning, a property owner cannot help but be satisfied that you are knowledgeable, even if he still does not agree with your provisions. Finally, if you do use standard provisions, make sure that they are reviewed and updated regularly."

Jan 1, 2003

By Karl J. C. Harries

"12.1. NO DEPRECIATION/GAAPAll calculations and computations relating to the Royalty shall be carried out in accordance with generally accepted accounting principles consistently applied to the extent that such principles are not inconsistent with the provisions of this Schedule and the agreement attached hereto, it being specifically agreed that nothing herein contained shall permit, or be construed to permit, the Operator to deduct any amount for depletion, depreciation, amortization or any deduction that represents a non-cash outlay.Comment: In cases like net profit royalties where recoupment of prior expenditures is permitted, care should be taken to avoid any implication that depreciation may also be taken. It is only logical and equitable that Property Owners should not be permitted an apparent ability to “double dip” with respect to deductions. A provision like this example should accomplish the task. It will be noted that the example specifically contemplates that the negotiated arrangements will prevail over any requirements of GAAP. Accordingly, if the parties agree to an unusual formula for recoupment, it will not be set aside to accommodate GAAP requirements. Under GAAP, revenues and expenditures are accounted for on an accrual basis. In addition, it specifically prohibits the taking of non-cash deductions, which is in keeping with the concept of recoupment.Although in some ways the example states the obvious and could be considered redundant, its presence, especially in provisions contemplating recoupment, makes it clear to the financial people that there may well be some variations from normal practices dictated by GAAP, while at the same time confirming the availability of GAAP to fill any voids.The accounting profession often makes the caveat that application of GAAP is an “art”, not a “science”. GAAP do not provide a cure-all and can create problems that will have to be addressed. For example, GAAP contemplate that asset costs are to be reduced by investment tax credits, which can cause a problem for a payor with more than one mine."

Jan 1, 2003

By Karl J. C. Harries

13.1. RIGHT TO RECEIVE ROYALTY CONTRACTUAL ONLY1

Jan 1, 2003

By Karl J. C. Harries

"14.1. INTRODUCTION1The boilerplate of an agreement is not a single provision, but a series of provisions that are expected in “every agreement”. They are sometimes also referred to as the “lawyer’s provisions”. Many businessmen consider the boilerplate to be superfluous and, to some extent, window-dressing by the lawyers – even legalese. They will often offer advice to the effect that it can “pretty well be ignored”. Such advice could not be more wrong.Most boilerplate provisions are essential parts of every agreement. Some may be part of a “standard package” and may have little relevance to the agreement at hand, but these are the exception rather than the rule. The exceptions should not be treated as justification for giving all these provisions short shrift. The boilerplate should receive the same review, consideration, and negotiation as the provisions that set forth the business deal. It is often these provisions that make the deal work or that are turned to at the time of disputes. If they are inadequate, as they sometimes are (unfortunately, some draftsmen are also loath to review or update their standard boilerplate provisions or to tailor them to the deal at hand), they can create problems, rather than offer solutions. Such problems can be costly and time-consuming for the parties to address. Inadequate or incomplete provisions may ultimately be one of the reasons for the parties to turn to the courts to settle their differences. On the other hand, good boilerplate provisions can help keep them out of the courts.One of the principal objectives of an agreement should be to provide procedures, or mechanics, for implementing agreed principles and for the parties to follow to settle their differences, real or perceived, without going to the expense and disruption of a lawsuit. An agreement should aim to keep the parties away from the courts, not serve as a springboard to the courts. It must nevertheless be acknowledged that, if there is a major falling-out among the parties to an agreement, the chances are that, however carefully the provisions of that agreement have been negotiated and drafted, the parties will end up before the courts or some other adjudicating body."

Jan 1, 2003

By Karl J. C. Harries

"2.1. INTRODUCTIONNo agreement can be perfect in the sense that it contemplates and provides for all eventualities. Mineral acquisition agreements are usually negotiated and drafted at a time when an orebody is no more than a gleam in a geologist’s eye, so it is hardly possible to provide for development and operation in other than the most general terms. However, an agreement that stops short of contemplating the possibility of an orebody and production is ill-advised. Accordingly, it is important to provide procedures to make decisions that will let the project proceed, even in the face of a fallingout between parties. Whether the parties are shareholders in a corporation or venturers in a contractual common undertaking like a joint venture, differences of opinion and disputes will occur. Unfortunately, more and more are ending up before the courts. Besides greed and the growing tendency in society to fight rather than talk, there are other factors that contribute to the increase of litigation. In some jurisdictions, agreements have tended to become complicated, often defying interpretation, even by a lawyer, and explorationists want their budgets to go into the ground as constructive work rather than into a lawyer’s pocket. All this has led to a growing tendency for corporations to take the attitude that the chances of finding a mine are, at best, marginal and there are lots of earlier agreements in the files to draw from, so why not prepare their own agreements? As discussed in the preceding chapter, this can be folly. All these factors can quickly have parties facing each other in court while a project sits idle. Added to this is the problem that, in some jurisdictions, lawyers may take cases on a contingency-fee basis, sometimes promoting the pursuit of a nebulous claim.When an orebody is discovered, someone will always want some, or more, for himself. There is a breed of “prospectors” who prospect for legal actions, on the somewhat sound grounds that a major corporation will buy off nuisance litigation, rather than incurring the cost and effort of attacking even a poorly founded claim in the courts. They may even find a winner. Besides, it is far more comfortable and relaxing to prospect for problems and legal niceties than to prospect for an orebody.1 In short, it is appropriate to consider briefly some of the factors relating to lawsuits and judgments. Although many of the comments are made in the context of the common law and the Canadian legal system, most of the concepts and suggestions are applicable to any legal system."

Jan 1, 2003

By Karl J. C. Harries

"3.1. INTRODUCTIONThis chapter discusses briefly the common law concepts of fiduciary relationship, constructive trust, and breach of confidence. Following a discussion of confidentiality agreements, the last section of the chapter compares and comments on two common law cases, the LAC Case and the Metalore Case. Civil law readers should not ignore this chapter or § 3.5. the comparison as, to a large extent, the concepts and comments are universal, even though the procedures for applying them may vary.1It should be appreciated that, regardless of the legal system, if the Court sees that a wrong has been done, it will attempt to right that wrong, either by awarding monetary damages against the wrong-doer to compensate the injured party or by attempting to make the injured party whole again by such means as negating an agreement (as in the Metalore Case) or returning property to a wronged party (as in the LAC Case). The methodology for accomplishing either of these results will vary with the jurisdiction, and the two are not mutually exclusive.These two Ontario cases have been chosen, not because they are the only ones available – they certainly are not – but because both are relatively well known within the minerals industry and they deal with problems that may face any explorationist (although it is to be hoped that the facts of the Metalore Case do not represent “normal” behaviour). Each judgment offers useful guidelines, as well as insight into a judge’s approach to problems, the type of information he expects to receive, how his mind works, and, particularly in the Court of Appeal judgment in the Metalore Case, how he might reason through and “justify” his decisions.3.2. SOME LEGAL CONCEPTS In order to appreciate some of the matters discussed in this chapter, it is necessary to have some idea of the common law considerations of fiduciary relationships, constructive trust, and breach of confidence."

Jan 1, 2003

By Karl J. C. Harries

"4.1. INTRODUCTIONThis chapter, although divided into four parts, deals with only two principal topics. The first briefly describes and discusses some common types of property interests and considerations relating to them and the second deals with entering upon privately owned lands and obtaining the consent to do so.It should be noted that the terms “mining rights” and “mineral rights” are used interchangeably. As so used, they include the right to exploit the minerals and dispose of them for the benefit of the owner/lessee. This is relatively common in common law jurisdictions. In some jurisdictions, the two terms have distinct meanings, with “mining rights” referring to the right to work or exploit the minerals and “mineral rights” referring to the minerals themselves.Finally, it must be mentioned that the comments in the Introduction and §§ 4.2., 4.3. and 4.4. are based primarily upon Ontario law and Ontario’s mining and real property systems of registration. They have been included for illustrative purposes.4.2. LICENCES, CLAIMS, AND LEASESIn most jurisdictions, there are several basic types of interests that can be obtained from the state for mining purposes and that are of interest to the explorationist, as opposed to the operator. Different jurisdictions will have variations of these and possibly some extra ones that will address special purposes or local concerns. In virtually every jurisdiction, privately owned property rights are obtained through negotiation between owner and acquiror.Exploration or prospecting licence. This licence grants to the holder the right to prospect over a large tract of land and the exclusive right to acquire mining claims within that tract for the term of the licence. Such licences are usually negotiated documents requiring a minimum expenditure during the first year (often secured by a deposit or surety bond) and minimum annual expenditures thereafter to continue the licence in force up to its full term. The term will rarely exceed four years. The number of claims permitted to be staked will be limited in some way, possibly as to a maximum aggregate area or a maximum number of claims per annum. It is normal for the holder to have to drop part of the licensed area each year, so that the area shrinks annually, although exploration expenditure requirements will usually increase.These types of licences are usually used by governments to encourage exploration of otherwise unattractive or remote areas, such as the far northern parts of some of Canada’s provinces. They do not grant any real property interest in the area for which they are issued, and they will be subject to any claims or property rights that exist in the area. They are contracts with the state that grant certain exclusive rights in return for commitments to carry out work. They may or may not be specifically authorized by statute."

Jan 1, 2003

By Karl J. C. Harries

"5.1. INTRODUCTIONThis chapter is intended as a general overview of the subject of royalties between private parties – royalties extracted by governments are not dealt with. This same subject is covered in detail in Volume II, which critiques many sample provisions taken from agreements, giving both pros and cons. If you find something that interests you in this chapter, check Volume II for extra information. Detailed cross-referencing to Volume II has not been attempted, however, most subjects mentioned in this Chapter will also appear in Volume II, usually in greater detail. Reference should be made to the Index.A Brief History of Royalties1In the early days of mining in Canada, the tendency was to sell a claim for cash and to move on, using the stake to look for and stake more prospects. As prospectors became more sophisticated and Canada’s North opened up, the market for properties and the number of mining properties available increased dramatically. Speculation and the practice of consolidating several small properties into one large holding entity became common. In “hot” areas, the speculators2 could far outnumber the prospectors, many of the former having little or no prospecting expertise but lots of market and promotional savvy. However, to consolidate a number of small parcels into one large project can be expensive, and many of the parcel owners became interested in keeping a share in the project, rather than giving up everything. Speculators who were trying to consolidate small parcels wanted to minimize cash payments to parcel holders (usually they did not have much cash and preferred it flowing in their direction rather than away from them). Accordingly, non-cash transactions were developed to meet the aspirations of both owners and speculators."

Jan 1, 2003