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By Jeremy Morris

The city of Indianapolis has more than 25,000 homes currently on septic systems. Many of these systems do not function well because of their age and surrounding soil conditions. As Indianapolis has worked to eliminate septic systems and install sanitary sewers in large unsewered areas on the north-west side, capacity of the existing Belmont North Interceptor (BNI) became a concern. The BNI system currently services an area of approximately 80 km2 (31 sq miles) located within the northwest quadrant of the city (Fig. 1). Monitoring of the existing interceptor indicated portions of the sys-tem flowing half- to two-thirds full during dry weather conditions and surcharging during some wet weather conditions. Further analysis of the BNI based on growth projections coupled with increased sewershed yield resulting from the city?s septic tank elimination program (STEP) indicated dry-weather flows could potentially triple over the next 20 years. Based on these modeling results and current wet weather capacity issues, the city determined further STEP projects could not be performed within the BNI service area until

Jan 1, 2011

Data released by the Commerce Department's Bureau of Economic Analysis show continued gradual change in the real GNP's rate of growth in 1984, which has eased from an annual growth rate of 10.1 percent in the first quarter lo 7.1 percent in the second quarter, and then to 2.7 percent in the third quarter. The automobile industry strike in the last half of September had only a small effect, estimated at less than a 0.1 percentage point reduction in the growth rate. Among the components that comprise the GNP, personal consumption and fixed investment grew at lower real rates in the third quarter than in the second quarter, while net exports decreased. Personal consumption expenditures increased $0.4 billion in the third quarter, compared with an increase of $20.1 billion in the second quarter. Nonresidential fixed investment increased $3.9 billion in the third quarter, compared with $9.6 billion in the second quarter. The other component of fixed investment--residential investment--increased from $60.8 billion in the second quarter to $61.2 billion in the third quarter. Real net exports of goods and services decreased $1 1.3 billion in the third quarter, compared with a $3.1 billion decrease in the second quarter. Although exports increased from an annual rate of $144.7 billion to $150.2 billion, imports increased much more, from an annual rate of $1 56.2. billion to $172.8 billion (table 1).

Jan 1, 1984

By A. V. Castelli

The provinces of Guangxi, Guizhou, Hubei (and most recently Fujian) were the prime exporters of barite during this period. Guangdong and Shandong were exporters too but not major participants. These are all primarily agricultural areas so there existed a sufficient labor force willing to work in the mines to supplement their income from farming. During the early years, barite export pushed the existing transportation systems in these provinces to operational capacity. The mines from which this barite is extracted are located about 250 to 1,400 kilometers from the sea ports. Transportation of the ore from the mines to the ports follows a net-work that includes trucking to various rail-heads where it is then shipped via freight trains to ports for loading into seagoing vessels. in some instances, the barite travels by truck or train to the Yangtze River where it is then barged to an ocean port.

Jan 1, 1990

By Joseph E. Pogue

THAT the domestic consumption of gasoline displays a marked seasonal variation, with a low in the winter and a high in the summer, is well known. It is logical to expect that the nature of the variation has itself been undergoing a change as a result of improvement in roads, general employment of closed cars; and growth of mass haulage; but so far as I am aware the change in seasonal variation has never been investigated and measured. It is the purpose of this paper to present the method and results of such an investigation undertaken as a contribution to the technique of planning operating schedules now so prominent in connection with the functioning of the industry under a Federal quota system. For the method employed I am in-debted to the suggestions and help of Frederick R. Macaulay', who kindly looked over the work sheets; and credit is due Barnabas Bryan, Jr., for assisting in the computations and the graphic work. Ideas for the approach to the problem were also derived from an article by Aryness Joy, and Woodulief Thomas of the Division of Research and Statistics of the Federal Reserve Board*-.

Jan 1, 1934

"The thiosulfate leaching process developed by Barrick to treat sulfidic high preg-robbing gold ores uses calcium thiosulfate as the leaching reagent for ores pre-treated by pressure oxidation, resin for gold recovery with sulfite/trithionate elution and reverse osmosis as a means of reagent recovery. A large portion of the research that led to the development of the technology was based on previous studies completed by different groups over the years, mainly focused on the ammonium thiosulfate system. Operational limitations in the use of the ammonia-containing recycled water in the pressure oxidation circuit were some of the main drivers for the change from ammonium to calcium thiosulfate for the development of the industrial scale process. One of the main aspects for successful gold extraction and recovery in the thiosulfate system is the pseudo-equilibrium reactions that drive distribution of the different gold species (in solids, solution and on resin) in the system. Previous studies have been focused on the thiosulfate reactions and equilibrium constants for the oxysulfur ions (thiosulfate, trithionate, tetrathionate). However, the literature around the effects of the different metal-oxysulfur complexes (Cu and Hg complexes) that form when the ore is in contact with the leaching reagents, and the related effects on stability of the gold complex is limited. The main changes in the gold complex chemistry and stability in the calcium thiosulfate system as compared to the ammonium and sodium equivalents, as well as related effects on gold recoveries, were investigated in the presence of different types of double refractory ores. INTRODUCTION Barrick has developed a thiosulfate leaching process to treat double refractory gold ores, by combining the use of acidic and alkaline autoclave pre-treatment with thiosulfate resin-in-leach (RIL). The process currently in operation at the Goldstrike mine (the TCM process), uses calcium thiosulfate as the leaching reagent, resin for gold recovery with sulfite/trithionate elution and reverse osmosis as a mean of reagent recycle. The main feed to the process plant is highly preg-robbing sulfidic ore from Goldstrike’s open pit. Prior to feeding the pressure oxidation circuit, the ore is processed through the crushing and grinding circuits and treated in preparation for acid or alkaline autoclave processing (POX)."

Jan 1, 2018

By John Hays, Hammond

IT is both a pleasure and an honor to be a guest of the Institute and I thank you, Mr. President and fellow-members, for giving. me the opportunity of meeting you this evening. My esteemed friend, President Smith, has requested me to do a bit of "reminiscing" as to the earlier years of my career as a mining engineer, which has now covered a period of fifty years. Let me reassure you by promising that my narrative will not include all the experiences I have had over that long period. You will, I trust, pardon what might seem egotistical but I do not see how a personal narrative could well be otherwise.

Jan 1, 1928

By Samuel H. Dolbear

THE value of a mine is basically dependent on its capacity to yield profits. Since the ore must be mined, treated, and sold, some of it in various future years, there is a risk involved as to future costs, selling price, and working conditions. It cannot be expected that the economic condition existing at the time of valuation will continue unchanged for long periods in the future.

Jan 9, 1953

The theme of this Annual Conference of The Australasian Institute of Mining and Metallurgy is in the form of a question: `Adding Value to our Resources - Our Future?' There are two ways of looking at this question. The first is to assume that any mineral or energy resource is worthless until it is identified, recovered and put on the market. In this sense all our current operations, be they open cut coal mines or aluminium smelters, are engaged in adding value. The question then becomes: what is the future of the minerals and energy resource industries with which we are familiar - will they grow or contract? The second way is to emphasis the value-adding aspect. The question is now one of whether or not our future depends on adding further value to resources we are currently selling.

Jan 1, 1995

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 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

"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

By Karl J. C. Harries

"6.1. INTRODUCTIONThis chapter comments on some of the more common types of agreements related to property examination and acquisition, other than the farm-in/joint venture agreement or common undertaking, which is dealt with in the next two chapters. Many of the comments made in Part IV of Chapter 4 apply equally to any such agreement. In addition, many of the comments in Chapter 8 and the examples in Volume II are most certainly relevant to many other types of agreement.6.2. RIGHTS OF FIRST REFUSAL1A right of first refusal is a right that obligates an owner to offer his property, or an interest therein, to the holder of the first right if the owner intends to sell or otherwise dispose of it. It may be triggered either by the owner wishing to offer his property for sale or by receipt of a bona fide offer to purchase his interest from an “outside” third party. The mechanics and procedures to implement a first right should be set out clearly in the agreement, and their basics are the same, whether the first right is a stand-alone document or is part of an acquisition agreement.2Rights of first refusal are common in agreements to permit some control over the disposition of an interest and there they can be a valuable provision. However, some explorationists feel that they are also a good stand-alone agreement to have while a property is being evaluated to decide whether or not it is worth optioning. The reasoning is that such an arrangement will tie up the property to allow a quick look and, if the property looks interesting, the balance of the term of the first right will give an ample exclusive period of time to negotiate with the owner and settle an acquisition agreement. In addition, the explorationist is protected by the first right if the owner decides to negotiate a deal with another party."

Jan 1, 2003

By Karl J. C. Harries

"7.1. INTRODUCTIONThis chapter addresses the joint venture and examines a number of general concepts of the joint venture relationship. Chapter 8 looks at some specific concepts related to the provisions of a joint venture agreement, which are equally applicable to a shareholders’ agreement or other contractual relationship. The term “joint venture” is used because the author is a common law solicitor (a matter of convenience for which apologies are offered to civil law readers), but it should be noted that, in many aspects, the legal structure of an entity is irrelevant. It is the relationship of the parties, be they venturers or shareholders, that is important, and the areas of concern are surprisingly similar (except for terminology).The details of the joint venture relationship and agreement could fill several books. Accordingly, this chapter and the next focus on selected topics that appear to have caused problems or confusion or to be the basis for disputes. And remember that, although the following discussion is in the context of a joint venture, many of the comments apply, either directly or indirectly, to virtually any common undertaking and the agreement defining it.For interest’s sake, this chapter starts with a summary of some of the earlier types of agreements and arrangements that have evolved into the joint venture agreement of today in Canada, the philosophy of their format, and the reasons for their demise.7.2. EVOLUTION OF THE CANADIAN JOINT VENTUREThe Early DaysMuch of the opening up of Canada’s north is due to exploration for and development of mines. The early discoverers were relatively free to roam and explore at will and, if they were fortunate enough to find something, they dealt with the appropriate government to acquire exploitation rights. The early interests lay in gold or silver. Workings were small, usually worked by the owner alone or with only a couple of helpers to extract the native gold or silver. If the owner wanted to move on, he could sell his property outright and use his stake to look elsewhere.As logging and mining camps were opened, the development of better roads and railways made access easier. Entrepreneurs saw the opportunity to make money by assembling large parcels of land and working them as a single operation. In order to do this, some owners who were not ready to sell out had to be convinced to do so through more attractive offers"

Jan 1, 2003

By Karl J. C. Harries

"8.1. INTRODUCTIONThe purpose of this chapter is not to provide precedents or examples of provisions, but rather to offer some comments that may be worth considering in the negotiation or review of an agreement. These comments are not intended to be exhaustive. It must also be noted that, although the chapter is written in the context of a common law joint venture, the concepts and concerns for the most part apply equally to a corporation that is owned by only a few shareholders for the purpose of participating in the project held by the corporation.The corporation has the advantage of having much of its organization established by local corporate law, but the particular wishes of the shareholders will appear in a shareholders’ agreement. The principal differences will be surprisingly small, save for the acquisition provisions that appear in a farm-in agreement1 and the substantial portion of the joint venture agreement devoted to creating and organizing the joint venture entity. Where the joint venture agreement refers to venturers and committees, the shareholders’ agreement will refer to shareholders and the board of directors, but both will have to deal with such basic matters as decision-making, default, dispute resolution, first refusals, funding, and carrying out work on the project. For convenience, this chapter usually refers to “venturers”, which may be taken to include shareholders.Negotiations give rise to many varying circumstances and concerns, and the main asset of the negotiator is an open and flexible mind. A desired result can often be accomplished indirectly in circumstances where the other side has adopted an inflexible position on a suggested approach. As precedents and standard forms tend to focus a negotiator’s thinking, they can be counterproductive. It is after the deal has been agreed to that a precedent can be of great assistance to the draftsman.The concepts are arranged in alphabetical order for convenience, not to suggest their sequence or position in an agreement or their relative importance. An agreement should adopt a progression of subjects in what the parties consider a logical sequence to read and work with. However, experience has indicated that it is best to set out in a single article the substance of the deal (i.e. the terms relating to the farm-in and what the acquiring party has to do to acquire his interest), preferably near the beginning of an agreement. The acquisition of the interest is, after all, the first order of business. The joint venture provisions will then follow in a reasonable sequence. It is also worthwhile to devote a single article to any special provisions that may apply during the earn-in period. For example, it may be provided that, although all work is to be done by the acquiring party as operator (with the duty of care, liability, and reporting requirements as set out in the joint venture sections of the agreement), but during the acquisition period, the acquiring party, acting as operator, may be at liberty to do such work as he wishes, without the need for any committee or other approvals, and committee meetings may be suspended.2An agreement is divided into paragraphs and articles to make it easier for the parties to read and understand, and to assist a party in finding “that provision” when the need arises. A comprehensive table of contents will also assist the parties who must work under an agreement. An added benefit of a table of contents is that in preparing it, the draftsman sees the overall structure of the agreement and will often catch and correct flaws."

Jan 1, 2003