Calgarypuck Forums - The Unofficial Calgary Flames Fan Community

Go Back   Calgarypuck Forums - The Unofficial Calgary Flames Fan Community > Main Forums > The Off Topic Forum
Register Forum Rules FAQ Community Calendar Today's Posts Search

Reply
 
Thread Tools Search this Thread
Old 05-07-2025, 04:30 PM   #1
TSXCman
First Line Centre
 
TSXCman's Avatar
 
Join Date: Mar 2008
Exp:
Default LF: Small Corporation and Business Structure Advice

I am looking for a discussion or service for myself, in relation to investing in an aggregate mine in BC. There is an existing company with a mine and they had an opportunity to expand to a new area. I was contacted to be a 50% partner for the new mine only.

The mine needs capital upfront for equipment (mix of owned and rented) and has direct (operators and mechanics) and indirect (management, marketing, and safety) workers. Some of the existing salaried workers would be valuable to be shared resources.

It is not clear on the best path forward, between a new corporation, a division inside the existing corporation, or being a contractor with a profit sharing agreement. The more we are overlapped, the more efficiencies are made, but liability may also be shared, regardless of not owning any of the original pit.

My value is capital injection, existing network, professional license, technical knowledge, and project/construction experience. I would not be relocating or providing ongoing oversight.

I am downtown Calgary, but reaching out to this community for a consultation, formally or informally. Please PM to start.
TSXCman is offline   Reply With Quote
Old 05-07-2025, 06:20 PM   #2
troutman
Unfrozen Caveman Lawyer
 
troutman's Avatar
 
Join Date: Oct 2002
Location: Crowsnest Pass
Exp:
Default

I think you should seek ILA from a BC lawyer and/or accountant.
troutman is online now   Reply With Quote
The Following 2 Users Say Thank You to troutman For This Useful Post:
Old 05-08-2025, 09:45 AM   #3
TSXCman
First Line Centre
 
TSXCman's Avatar
 
Join Date: Mar 2008
Exp:
Default

Thanks troutman, I will take a note away. Everyone involved is currently carrying Alberta accountants and corporations.
TSXCman is offline   Reply With Quote
Old 05-08-2025, 10:03 AM   #4
blankall
Ate 100 Treadmills
 
blankall's Avatar
 
Join Date: Mar 2006
Exp:
Default

Where was the company incorporated? That's also relevant?

But yes, definitely get advice from a lawyer who deals specifically with mining corporate law. Not only is there the basic corporate structure/profit issues here, but you've also got environmental and permitting considerations with the mining.
blankall is offline   Reply With Quote
The Following 2 Users Say Thank You to blankall For This Useful Post:
Old 05-08-2025, 10:31 AM   #5
TSXCman
First Line Centre
 
TSXCman's Avatar
 
Join Date: Mar 2008
Exp:
Default

Alberta.

There are assets in BC, however the company is in Alberta and they have offshoots (construction services).
TSXCman is offline   Reply With Quote
Old 05-08-2025, 10:32 AM   #6
TSXCman
First Line Centre
 
TSXCman's Avatar
 
Join Date: Mar 2008
Exp:
Default

Both mines are permitted and operating. One for a month, one for 2 years.
TSXCman is offline   Reply With Quote
Old 05-08-2025, 12:06 PM   #7
DoubleF
Franchise Player
 
DoubleF's Avatar
 
Join Date: Apr 2014
Exp:
Default

Yeah, I was thinking that whatever you do, don't skimp on getting the appropriate expertise and planning before starting. The risks of this could be potentially life ruining not just for you, but others as well.

Honestly, this is one I don't know. I agree to perhaps start with a BC POV where the operations are.

If it were me, I'd spend at least $2.5-10K to do some of this initial planning, due diligence etc. Consider it as the cost to do the foundation of your venture correctly so the whole thing doesn't topple at an inopportune time or rot from the inside out from an issue that could have been avoided. It's a lot of money to spend up front, but it could pay back its value many, many time.

You situation has and is not limited to minor/major considerations for provincial cross border differences and activities, GST/PST stuff, partnership/joint venture/corporate differences, contractor vs employee, legal and environmental law, ITA/Business corporation act limited liability/corporate veil considerations/differences, existing structures to address, ongoing uncertainties of other future activities and situations you want to make sure your structure can address/not be vulnerable to etc. Have a good idea/structure and don't skimp on record keeping.

This is not a simple situation at all IMO. I'd consider it a situation where you may have hundreds of ways to potentially and suddenly lose you thousands of dollars and not just at an accounting/tax level. Spend a bunch of those thousands up front to avoid or have a plan to minimize the effects of those potential and unknown risks.

Basically, you need to know how this could fail. If it does fail, where and how badly can it potentially fail? You don't want to put yourself in a situation if it does fail, that you're so screwed that you'd basically never have a chance to try again. See if you can quantify and project the potential gain/profit from this vs the potential losses/financial risks from this to see if it's worth it. If you can absorb up to a 3-5x for those potential losses and financial risks and have a comfortable plan for addressing them, then I think you can proceed forward. If you're sitting there without a number and just assuming you can probably figure it out, then I highly recommend you do not proceed, go back to the drawing board, get those details and understand it.

Quote:
Originally Posted by TSXCman View Post
Both mines are permitted and operating. One for a month, one for 2 years.
TBH, this potentially means it's scarier, rather than safer. If it's a surefire thing, they can do it themselves or financiers are lining up to give them money. They wouldn't have to bring on other partners and owners and sharing that profit. Bringing others on to share risk is very common. No one hands out easy money.

The fact you are not moving/not providing as much on ground insight is actually more scary IMO than helpful. Your distance and lesser hands on involvement might not see the cracks in the foundations before it's far too late.

Unless you have all the expertise to make the potential risks basically evaporate (rare), you should be considering partnering in something like this is more difficult rather than easier than starting from scratch.
DoubleF is offline   Reply With Quote
The Following User Says Thank You to DoubleF For This Useful Post:
Old 05-08-2025, 01:06 PM   #8
bizaro86
Franchise Player
 
bizaro86's Avatar
 
Join Date: Sep 2008
Exp:
Default

Quote:
Originally Posted by TSXCman View Post
Both mines are permitted and operating. One for a month, one for 2 years.
While I don't have an opinion on incorporation, I'd be asking myself in this situation - "if they're already operating, what do they need my money for?"
bizaro86 is offline   Reply With Quote
The Following 2 Users Say Thank You to bizaro86 For This Useful Post:
Old 05-09-2025, 03:43 PM   #9
TSXCman
First Line Centre
 
TSXCman's Avatar
 
Join Date: Mar 2008
Exp:
Default

Quote:
Originally Posted by bizaro86 View Post
While I don't have an opinion on incorporation, I'd be asking myself in this situation - "if they're already operating, what do they need my money for?"
I think it's a "tap in" opportunity to grow a larger business partnership (future opportunities outside of just the mine). I just want to get an education (which I am) and consult business and contracts folks (which I am), to figure out the best form of business agreement possible. I'm just not at the point where I have a written proposal finalized.

The mine is operating, staffed, leased, permitted, and going as of May 1 (when I was out there doing a walkthrough).
TSXCman is offline   Reply With Quote
The Following User Says Thank You to TSXCman For This Useful Post:
Old 05-09-2025, 03:45 PM   #10
Sliver
evil of fart
 
Sliver's Avatar
 
Join Date: Sep 2009
Exp:
Default

Quote:
Originally Posted by TSXCman View Post
I think it's a "tap in" opportunity to grow a larger business partnership (future opportunities outside of just the mine). I just want to get an education (which I am) and consult business and contracts folks (which I am), to figure out the best form of business agreement possible. I'm just not at the point where I have a written proposal finalized.

The mine is operating, staffed, leased, permitted, and going as of May 1 (when I was out there doing a walkthrough).
Do you know if banks have told them "no" to more debt? If so, that's a red flag.
Sliver is offline   Reply With Quote
Old 05-09-2025, 04:36 PM   #11
Manhattanboy
Franchise Player
 
Join Date: May 2004
Exp:
Default

New venture should be in a new vehicle such as a corporation or limited partnership. You don’t want the risk of any cross liabilities to the existing business. Any existing licenses, permits, IP or other assets held by the existing biz required by the new biz should be transferred or assigned. The new biz can pay the existing biz for any required services.

Get BC legal advice and do lots of diligence. BC mining can be sketchy.
Manhattanboy is offline   Reply With Quote
Reply


Posting Rules
You may not post new threads
You may not post replies
You may not post attachments
You may not edit your posts

BB code is On
Smilies are On
[IMG] code is On
HTML code is Off

Forum Jump


All times are GMT -6. The time now is 02:28 PM.

Calgary Flames
2024-25




Powered by vBulletin® Version 3.8.4
Copyright ©2000 - 2025, Jelsoft Enterprises Ltd.
Copyright Calgarypuck 2021 | See Our Privacy Policy