 This is a critical middle's Institute November masterclass. So let's have some fun. We have three guests today. If you'll just raise your hand. We have Peter Nicholson from WCPD Inc. Or we call them wealth Inc. We have JP JP Cotay is that pronounced properly a partner over at Faskin. And of course we have Peter Clossy from Maine. Does that sound good for everybody? Since we have two Peters, maybe I'll just call you Mr. Clossy or Mr. Nicholson for ease. Does that sound good? Whatever you want to do, Trace, I'm good. Okay. Well, since we have a smaller group than I had expected, what we're going to do is we're going to start by asking a very, I think, a more interesting question than what most people would ask. Critical minerals. This is market to make a great deal of money and see a great deal of uptick if you know what you're doing. And no financial model more than the flow through model allows someone say I'm, you know, a billionaire and I decide I want to buy your company, Peter Clossy. If I say to you, look, I want to go in and do flow through. There are so many endless reasons and ways that I can take advantage of not only getting in, but taking a larger position of your company. So what we're going to do is we're going to start by giving everybody a quick introduction, not to flow through, but to the charity flow through model, which is an advanced model, and I want you to have even more tax benefits, but keep the end game in mind as you're moving along, because the idea here is to have large positions in some of these critical mineral companies like F3, for instance. F3, I was talking to them today. They went from 20 million market cap to $150 million market cap in the last year. Those are the types of stories we want to be involved with. So let's start with Peter Nicholson. Mr. Nicholson, if you wouldn't mind going first and giving us a few minutes on how you came up with this model and why this is the best time in your life to take advantage of the terrible flow through model. So flow throughs have been around for a long, long time, and they were always risk flow throughs. So I think it's a flow throughs have been around a long, long time. I mean, dating back to the fifties, they really got popular in the seventies and eighties with Kamani Boom and Dundee and Ned Goodman were very much involved in limited partnerships. But they were risk and they were grand slam homeruns or strikeouts. There was no, there doesn't seem to be a lot of in between and that's why the government supports it, of course, because they are very incredibly risky. So the government will shoulder some of that risk by giving you 100% tax deduction on the investments you put in. What changed for us was Stephen Harper in 2006 finished the job that Paul Martin started in 1997 in Canada. If you donated public shares, you would have to be a half a capital gain with Prime Minister Martin and no capital gain with Prime Minister Harper. I wish I was smart enough to figure it out with the 97 tax law change with Martin because the numbers would have worked even better than they do today because now we're paying a full capital gain after 2011. But it just hit you like a ton of bricks in 2006. Flow through shares are all capital gain because the adjusted cost base gets ground to zero. So they were the perfect tool to donate and that's where it started in 2006 and our firm was the first to do it. We were still doing risk at that time and the risk was getting harder and harder to sell after the 2008 financial crisis where people were doing quite well. We're still in that great boom market that's super cycle that we all remember with Glee, you know, 2001 to 2011 and hopefully those days are coming around starting in 2024. But it was a complete loss of capital on the flows that really got two of my competitors, Ron Birnbaum at Pear Tree and Howard Berglas at Berthoff to say, hey, we can sell these to a liquidity provider. We can do an off book transaction. They're both credit investors and turn these homeruns or strikeouts, these incredibly volatile investments that the stock brokers were getting tired and tired of selling because they were losing clients on small tickets of 50,000. And next year, you know, your 10 million dollar book had moved. So selling to a liquidity provider that didn't need the tax deduction. So the tax sections fall on the high tax Canadian making over 220,000 is a perfect fit. And then we would sell those immediately one second after owning them to an Eric Sprott, for example, a Seymour Shulik and AGF resource fund. These are institutions or high net worth individuals that can, you know, that didn't need the tax savings, but would love to have the shares from Treasury so they wouldn't jack up the price, and we would sell them at a discount. And every deal is negotiated. And that was the beginning of charity flow through. And really it's become grown from almost no percent of the market share in 2006 to about 85% of all flow throughs now have a liquidity provider. And talking to stock brokers and financial advisors, they just don't want to sell these anymore. The bear market's been awful. It's been awful for our liquidity providers too, although they're they're more sophisticated and they can handle the bumps better than the retail investor. So I think it's really saved the industry this charity flow through. Don't disagree. A couple of things I agree most of that. And it's not the billionaire you're chasing, because his base his net worth is based on a balance sheet. To invest in flow through you want to be generating personal income that you set the 250 threshold. I don't know what it is for corporations, but you want to be be a high revenue earner to take advantage. Technically they're not called flow through. They're called government incentive securities. We all call it flow through because nobody can remember what the hell a government incentive security is. Flow through is a good name because the losses of the mining exploration company flow through to the investor. This is purely a fiction of the income tax act. It doesn't affect corporate structure doesn't affect stock exchange listing affects nothing. It's purely a fiction invented by Revcan to help out investors and to help out mining issuers raise capital. Well, Peter, you know, you might even add that exploration companies as everybody knows really has no revenue. So like any business, if you spend $100, you can deduct that $100 against your income, but these companies, you know, they're involved in exploration. So they're spending millions and millions and millions until one day they sell, maybe they hit and then they take in mind into production. And then in 20 years, they start earning revenue. So those tax losses, which should be able to be used are never really usable in the general sphere of, you know, the market and the income tax act. And so what this allows government to do and the issuers to do is say, I can't benefit from these deductions. So you, Mr. Axe that wants to invest in our company, you benefit from that. So by the shares of our company, we'll issue them to you from Treasury at a small premium or at a large premium depending on the deal. And if it's in Quebec, it's going to be a large premium, right? Exactly. Exactly. And in exchange, you'll also get a benefit of 100% deduction and modern in modern times 15% credit on any mineral, a provincial incentive, depending on which province you live in. And since 2022, you got a 30% credit rather than a 15% credit for anything that's critical minerals. Right. So the government of Canada has this critical minerals list. Now, Jack and I have killed a couple of cells discussing how the hell they came up with this list, what's included and how they, how did they exclude silver from the critical mineral list. But I digress. If you will get a geologist on your team to certify in advance that the point of your exploration is to attack one of those critical minerals listed by the federal government. Then, yep, you qualify for that 30% federal credit and then the provincial credit depending upon which province you're in. How's that Tracy? Is that a good start? I think it's a great start. But here's what I'm interested in. I'm just trying to get rich. Okay. I think there's a lot of people out there. They're just really trying to get wealthy. And for instance, I moved out to this suburb of Toronto. I found one of the best accounting firms I've ever had in my life. And I said to them, they're all Italians out here. I said, do you do flow through? They didn't know what it is. And, you know, JP, you said to me earlier, the one question you hate the most is being asked, is this a scam? So I know there's probably a lot of people out there who are high net worth investors that have no idea, you know, because they're just seeing kind of the front end of the flow through. But to me, the real model for excitement is buying the back end. And how do we get it? How do we get in on this? Mr. Nicholson, for instance, when we're not Eric, but he's brought. Right. Okay. He gets the best of what you got. I know you speed down and say, hello. Hi, Eric. You know, here's another one that's going to shoot to the stars that you're going to make even more to buy more sculptures for your office. I mean, how do we get involved in these deals? Okay. Well, I'll take a stab. I mean, think of this business as a three-legged stool, the liquidity provider charity component. And you don't have to always give it a charity. You can use the liquidity provider and keep the cash proceeds for yourself. And most provinces in Canada, you walk away with a 20%. It's even high in Quebec, maybe even 30% in BC. Those are two provinces that really excel in Saskatchewan and Manitoba and the others. So you're getting 30% GIC type of guarantees, but it's a tax reduction, tax benefit. So think of the three-legged stool. We have high-taxed people, individuals. As far as corporations, Clowsie, it's 50.6 rates on passive. Operating incomes too low and companies. But any and more and more companies have got rental income and, of course, interest income for the first time with interest rates now at 4% of your checking account. So we can shelter any of those and operating companies and holding companies. So that would be the front end. People that have a tax problem. Peter, sorry to interrupt for a second, but on that point, you've converted income in the hands of the ordinary taxpayer to a capital gain, which off the top is a 25% win for basically doing nothing. Correct. Yeah, it allows you to save 50% tax savings and pay it back with a 25% capital gain and then throw in all the credits. I mean, we can't blame the governments here. They've done a phenomenal job. I know it sounds like an oxymoron that we're from the government and we're here to help you. But they're doing their job here on critical minerals. All we need now is the market. So we have the issuers. That's the second leg of the stool. And we have the liquidity providers, the third leg. And we need all legs to be equal because it's a trilateral agreement. And right now in this fall, we've got issuers that are three-year lows that don't want to raise much capital. They need to raise some because they haven't raised much in the last two years waiting for the stock market to turn around. And we have the liquidity providers, as Tracy said, which are generally the old boy network. I mean, these are people that had been in the mining business for a long, long time and they're running out of their cash flow. They've already had a second mortgage. They've already put their capital in because they thought 2020 was the peak or 2016 when we had those couple of great months. So we need new investors, I think, to come in to be these great liquidity providers. You can be offshore. You don't have to be a Canadian. It's the one place of this three-legged stool where anyone around the world could be a liquidity provider as well as Canadians. And I've been an individual liquidity provider where I only take down 50, 100 or 200 grand. And there's mutual funds, resource-based funds that will take down 510. And lately we've had the Australians come in to the picture, which really helped our business from April to August with a bunch of institutional Aussies that are saying, wow, we can't believe how cheap the Canadian critical mineral stocks are. They're significantly cheaper than we find in Australia. And our Aussie friends have not been burned as bad as the Canadians. I mean, the Canadians feel that they know it the most, the people in the mining business in the Canadian, but they've been hurt by it the most and therefore they hate it the most. So I think we need new investors and on the junior space where we are, unfortunately, we have to look at retail investors and they can become these great liquidity providers. And why would you want to be a liquidity provider? You're buying a stock that you love to own, but not at the dollar where it's trading, but maybe at 90 cents. And you also get warned. So you're getting at about a 10% head start. And on these blood in the street levels that we're finding ourselves now in the fall of 23, probably a great time to be a liquidity provider. So JP, I'm going to throw this to you in a second since I'm only a pretend lawyer. You're a real one. I've been doing this for 30 some years and assisting the markets. And the rule has always been you have to be a Canadian company to raise flow through. You have to be a Canadian company. You read the income tax act as to what a Canadian company is. It's fairly clear. But over the past year or so, I've seen transactions being done with what I would call non Canadian companies in that they're listed on a foreign exchange, but they have a Canadian assets within a Canadian subsidiary. So how is that working? So you don't need to be a Canadian company in order to raise flow through. So it's a common sort of misconception. You need to have a Canadian asset. So you need to qualify as what the income tax act defines as a principal business corporation. And a principal business corporation means a corporation and a corporation is defined loosely. So any corporation doesn't matter where you're incorporated. But if your corporation and your principal business, which means 90% or more. So all are substantially all of your business is in the sphere of mineral exploration in Canada. So if your business is exploration in Australia and you don't have assets here, then you don't qualify. But if you have assets in Canada, you can make the claim that you have a principal business, which is the exploration of minerals. And as long as you have an interest in a property in Canada, you can qualify as a principal business corporation for purposes of floatership. So go ahead. Well, I was going to say the structures usually end up with a Canadian subsidiary, but it's not the Canadian subsidiary that's doing the issuances. Because you're not going to want to dilute your subsidiary that owns your assets. You want the dilution to happen at the publicly traded level. Otherwise, it doesn't make any economic sense. So the only reason that these companies have subsidiaries is just easier from a logistical perspective to have your claims owned by a Canadian entity that has all of that risk associated with it. Rather than having the parent company that's listed offshore. So riddle me this, Batman. I'm an Australian institution. I'm investing in Canadian flow through for a million dollars. Doesn't that assume that I have Canadian income that I want to offset those deductions against? Exactly. So there's two types of investors in the flow through shares. Individuals and corporations that are residents in Canada that have ordinarily Canadian income. And you can have non-residents that have a Canadian source income. So if you have a portion of your business that's here, then, or, you know, if you have assets that are here that are deriving income, then you can use that. What we're seeing is rather where Tracy was going in terms of non-residents buying on the back end of these transactions. Right. Yeah, that's something. Yeah, exactly. So Australian and UK company coming in and buying Canadian assets and then raising flow through to fund exploration on it. They'll come in with their funds that they know that want to support their company and say we want to take a position. We want to get in at a discounted market. We don't want our, you know, two or three million dollar investment in a $10 million market cap company to take the stock from, you know, five cents to three dollars. So we're going to come in on the back end of this flow through deal. Peter and his team will find donors or investors that have income. They will buy the flow through shares and immediately resell them to the long position holder that wants to take a position and believes in the story of the company. So Peter, how's that going this year? Usually, in my opinion, the best flow through deals are January to July because those have time to be thought out. You plan an exploration program, you don't panic. From about August on, it's not completely panicked, but there is some panic involved because the calendar year is running out. Here we are the third week in November. What are you seeing? We're seeing long lists of front-end donors. So I'd say the best time to buy is when we have liquidity providers. And then you don't have to take it. When there's a deal, we take it. Yeah, exactly. And then you wouldn't be in this situation of begging and pleading. And we have about 40 million on our waiting list right now on about 50 investors and donors. Sorry, I'm curious. I'm sorry to interrupt, Peter. I know you, so forgive me. What are they waiting for? Peter, that's a good question, Mr. Clausi. Because I'm sure everyone in this audience is going, what 40 million waiting for what? Yeah, what the 40 million? Well, I mean, last year, I finished the year at 75 million on the waiting list with over 100. And I think we had a peak at about 120 million of people that wanted product towards the last couple of months. And we had a couple of big issues and we worked exceptionally hard right to the end. But the waiting list is people there counting has said, okay, you can shelter about 30% of those that are interested in Canadian taxpayers. So if your income is 300,000, you can buy 90,000. So this is a very big RRSP equivalent, which is max at 30. Your income is $1 million. You can buy 300,000 and therefore your income won't be 1 million. Now it'll be down to 700,000. And that's based on altered minimum tax. So we would have accountants vet to say, yes, Mr. Cote needs that kind of, that kind of deductions. JP would say, I want to buy it. And I said, great, we're just going to look for an issuer and we're going to look for a liquidity provider. So that's that one leg in the stool and they sit in their weight and they hope to have, we have more issuers. I think they're willing to issue paper, but they're struggling to find the liquidity provider, the long-term investor that will hold it and yet still be rewarded nicely by buying it at a 10 to, you know, sometimes as high as a 20% discount to where it's trading out on the stock market. And then you can sell it to the end of four months, but these are generally long-term holders. They believe in the story. So they're getting great positions, getting warrants as well. They're transferred over. Sir, how are they getting warrants? Usually on a, on a placement warrants are non-transferable. JP, you want to give them the warrants? The warrants have to be non-transferable if they're issued to broker. So if they're issued to an exempt market dealer or they're issued to an IROC broker, warrants under TSXV rules have to be non-transferable. But warrants packaged into a unit are typically transferable. Okay. That's, when I've seen non-transferable warrants, it was just, it was a mistake. It was a mistake done by whoever was issuing them. It wasn't, it wasn't required. Okay. So I would say we have two harvest seasons in this business where the investor donors are very interested. The first part is usually February to March. We have a, we usually have a federal budget coming in March or April. Clients love this product so much that they're worried that there could be a negative tax law change. We even have clients buy twice as much as what the accountant tells them because you can stockpile it. They know that their rabbi is coming or their pledge of the hospital and university is there. And then you get into the soft spot. So in these harvest periods, like before budget, before year end, October, November, December, then the strength goes to the issuers to demand a higher premium and the liquidity providers to get a higher discount. So generally the returns for the investor are worse in the last several months of the year and maybe worse before federal budget. The sweet spot for the high tax Canadian investor donor would be from April to August. And we were so sweet and we had so many Aussies. I turned down about 20 to 30 million where I just didn't have enough front end people. There was no one waiting on the waiting list. And I reminded them of last year being left out for many of them. And sure enough, it's repeating again. Now, if the markets improve, continue to improve, gold goes up, maybe we'll have a banner December. But I've got 40 and probably could place with 100 million of front end flow if I could find more liquidity and more issuers that are willing to do some. I know why they don't want to do the 10 million drill program that they wanted to and they're always optimistic. Look, Peter, I've got some great news coming. The stock's going to go up. And lately, for the last two years, the great news actually just means selling opportunity and the stock goes down. So this is the kind of market I've been in this business for 36 years. This reminds me of the Brex. I mean, this is probably worse because Brex was a fraud, but it's the same kind of view that the people that are in the business just don't want to invest any more money. Thus I keep on repeating that I think we need new people that made their fortunes and great real estate deals the last 10 years, technology and even marijuana and Bitcoin to pivot out of those great assets because they're not going to continue, in my opinion, and move over to a commodity base. Because we're in the golden age of electricity, minerals, and we're going to need to get to 2050. We need all these critical minerals and maybe even a good time for gold. So Sprott, Eric believes gold's going a lot higher. We've been hearing that story for a long time, but maybe this time he could be right, but I'm a lot more confident on critical minerals. And we're in the beginning of a 20-year period. And to sort of segue there into the discussion from before. One way and what we see a lot from a law firm perspective is we have clients that are mineral exploration companies. And they need to raise capital. They're waiting for markets to turn so that they don't have so much dilution. But one of the reasons why they love these types of charity flow-through offerings is essentially they get to pick who's buying the shares. They get to pick the ultimate end buyer and who's taking a position in their companies. They love it when they get the opportunity to bring someone favorable, bring someone that they know will not be dumping the stock in four months in one day, and to take a longer position. They get a premium. They find a company that's going to take a long position. So they get more money to spend and they don't have so much downward pressure on their stock price come four months. What you just said, JP, tickles one of my pet peeves. There's people who call it charity flow-through without knowing what the hell they're talking about. It's like when you say, we're going to buy a house. I went out and bought a house today. Really? You looked at the house six months ago. You had an inspection, you arranged for a mortgage, you got a lawyer, you moved, you sold your own house, and today you bought a house. It's the culmination of six months of work, a series of transactions. Charity flow-through is the same thing. It's not one transaction. People who don't know call it charity flow because it sounds cool. But what it is is the flow-through investment at the front end, the donation of the securities to the foundation or the charity for what we call the double dip in the hands of the investor, and then often from the charity to Peter's back end. So it's actually three separate transactions that we call charity flow. Peter, Peter maybe can provide some more background in terms of why it's called charity flow-through rather than, you know, oftentimes we explain it as being called a structure flow-through or premium flow-through. Right. Well, it's because of the history of it. In 2006, he did not have to pay a capital gain. In 2011, this was so juicy that Scotiabank, who was one of my biggest feeders of high-taxed people from their clients, that would then fund, send the money to Aqueduct Foundation, which is their donor advised fund. They wanted to get into the business. And they were, we were doing deals on only 100,000, but everyone, because you didn't have to pay a capital gain, we targeted clients that were big, big philanthropists. And that's why it stuck. But then Flaherty changed in 2011 with a budget, surprised us all and said, look, this is too juicy. If Scotiabank is going to get into it, because they asked for an advanced tax ruling, finance said, well, what can we do? Well, why don't we just take back the capital gain and whether they donated or keep it for a profit and sell it to the liquidity provider, then they still have to pay a capital gain. And what that did is, yes, we still have a lot of great philanthropists because they started in the business and they had five years of it working perfectly. And they are the top financial clients to have because by definition, they have so much money, they're giving it away. To people that became more greedy that said, huh, I'm impoverishing myself to give it to charity. Maybe what I'll do is just give me 50,000 for my charities. And my accountant tells me I can buy 500,000 more and I'll make a 20% profit and walk away with 100 grand. So that's actually, it decreased the charity, but it kind of stuck. And that's why you'll see these news releases, they'll kind of say traditional flow through and then the charity flow through always has a bigger premium. And the reason why is we tailor make the Chanel suit for Tracy to work it to perfectly to fit her. So she's a Quebec taxpayer, she gets a Quebec drill program. She's a BC taxpayer, we got the BC taxpayer. So we don't waste any of these extra provincial credits and therefore there's way more tax efficiency. And thus we can give more premiums for the mining companies that are on this call. We can give discounts and of course we can give good rates of return for the third leg of the stool, the individual clients. It's also clear that it's fixed, right? When you buy, you know what your return will be. You buy at a certain price, you know what price you're selling it. Whereas if you're buying just from treasury, you'll buy in a traditional flow through, you'll buy and then you don't know what price you'll be able to sell your stock in four months in a day. If you're able, if there's enough trading, if there's enough volume. So you may end up taking up a 90% loss and then you've essentially used your tax credits for no reason. Whereas in this structure, you buy, you sell and you know exactly how much return you're going to make if you're not making a donation and even if you are. John Clark, were you waving your hand or were you fixing your hair? All right. Thank you. So not to be weird about it, but this is nothing new. What are we, we've had flow through for a long, long time. That's the government at any level done anything to either exacerbate what they're giving away or are they planning to give more? What is the fundamental question we're discussing here? Because it should be available to anyone. I was, you know, I grew up, well, you can buy 10 stocks and as long as one of them is successful. That's the 10 bagger, right? You've paid for everything and you've got these losses. What is different now in this conversation? To me anyway, it's only that we're talking about it in terms of critical minerals. John, I'm going to, I'm going to know, John, you're missing the point with a charity flow through. When they go to the back end buyer, they don't take it to the market. It's not open to everybody. You don't get that opportunity to buy at a 25% discount to the rest of the market like the rich guy that's done the charity flow through that gets the first opportunity. That's my understanding. That's one end with all the new critical mineral tax benefits. If you start understanding how to do the two step like in Saskatchewan, which I'm sure Peter Nicholson is going to share with us in just a second. The advantages far exceed anything you've ever seen from flow through. Okay, so this is not old flow through. This is new flow through. Well, I guess what John, what's happened with this terrible bear market that started in 2011, it just the financial investors in Canada got tired of their clients going up and down with the rates of return. You're obviously you can handle a lot of risk because you buy 10 stocks, 10 junior stocks and you're looking for the 10 bagger and you can handle that. Most clients couldn't and you can still buy the risk, but we've also now give you a second option where you can buy a guarantee. And unlike a GIC or a bond, which even today still only pays about four or 5%, we can give you a guaranteed rate of return via your tax savings at 20 to 25%. You're not going to make the 100% 10 bagger return, but you're also not going to lose 90%. And this has been a much better sales tool. And we've been selling it to another group of people that never bought a flow through since the 50s, 60s and 70s. Those are generally dentists and physicians and accountants. We never had on my website, you'll see a testimony from the Sapudos and the Greenbergs. These are multi-billionaires and they're buying it by the bucket load because they want to use it for is a philanthropic angle and a tax reduction strategy. And they're only going to buy it because it's the GIC of tax reduction right now. And it's thank you Peter, that's very informative. Thank you. Can we bounce over to Brandon's question for a second then? Peter, this is going to go to you. You were talking about the roughly $250,000 income level as making this the best person for it. Why? It has to do with the marginal tax rates and it's so 220,000, you're at for a lot of provinces like Ontario, Quebec, you're at 54%. Even the lowest, Alberta is at 47%. You can still buy it at 150,000, but your marginal rate might be down to 40%. So for every dollar at marginal rate of 40%, you only get 40 cents of tax savings versus a dollar in a higher tax bracket like a well-paid lawyer at Faskins, you'd be paying, you'd say 54 cents of tax savings. So that's where it fits. And quite frankly, we have clients that by every year, they love that GIC feel. But when they really come to the tables and they sold a business, they sold a massive amount of real estate, they sold about, they got a retirement package. That's when they have a big, big lump sum. So keep in mind, you know, next year, if anyone on this call, if you're planning to have a big tax bill that we'd be happy to work with their accountant and take a look at where this would fit. But that's not to say only people who make 250 a year can do flow through. Anybody can do flow through. Anybody can do flow through. They just can't get as much tax savings. And it just, when we're looking at the GIC portion, because there's no upside for us, we're selling that to an Eric Sprott, you know, people that make 50 grand could take a flyer, put 25,000 in it and hope to double or triple it. And the way that this market is, maybe this is the year that they do get the 10-bagger because we've been waiting for this for many, many years to happen, this turnaround. Just to clarify though, you still need to be an accredited investor, right? So you need to qualify under securities laws in order to buy in a private placement. So you need to have, you know, 200,000. Exclusions though, can't you, J.P., where if you buy smaller amounts. You need a prospectus exemption. Right. I mean, we don't see too many offering memorandums for these things. So generally speaking, you know, there are some prospectus offerings, you know, very few, but generally it's private placements. And by private placements, you need to have a million in assets or 200,000 of income. In this industry, I mean, we're so used to people making big money, like I sometimes I forget, not everyone's making 200, 300 million dollars a year. But the other, I guess the other opportunity is to speak to your brokers. You know, if your brokerage account is with Canakward and you want to take positions in, you know, some of these junior mining companies, you need to be able to tell your brokerage like we need to, we need you guys to start selling us these opportunities to buy stock at a discount, right? It exists. We know it exists. You know, 85% of the flow through market, which is what this year about a billion dollars is in flow through. All of these deals are being done and there is always someone picking up securities at, you know, 10%, 15% discount, Peter. To market, it could be as high as 25 on a good Quebec deal or BC deal or Saskatchewan. Wherever there's more tax credits, there could be bigger discounts. Because, you know, most of these deals look broker. The problem is compliance at the brokerage levels, who have to be, think of the worst, most retentive accountant you know, that person works in compliance at a brokerage firm. They have zero imagination. They can't read the Income Tax Act and interpret it differently from what it actually says. And they prevent the brokers from going down this road. That is an interesting take, Peter. That is one issue. But, you know, in good terms with your broker. It's one of the reasons why the Australians are still so active. Their retail market is not stuck on, you know, ETFs. They're still buying equities. They're still buying commodity based equities. And it's what the buyers want. It's what the account holders ultimately want. So when you tell your brokers that the can accords and the echelons and the haywoods, you know, we want to buy equities of these junior mining companies, these critical mineral mining companies, buy them and we want to be able to benefit from them. And we see a lot of the, you know, a lot of the more massive deals, you know, the 20, 30, 40, 50 million dollar offerings, they're done on a broker basis. They're done on a bot deal basis. So you have one of the large investment banks that's taking a position on behalf of their clients knowing that they have an interest. You show to your banker, to your broker, I want to be buying these equities, get us opportunities. They will listen, right? It's a billion dollar market. They get paid a fee when they close these offerings. This is how they make money and, you know, they will do it. That's, that's for someone that wants to take positions, but doesn't necessarily have, you know, a doctor's worth of income. You're still okay. So let's pretend that that Kool-Aid exists, JP. Okay. I've called Kanakord, you know, and I'm not worth three billion. So I would like to be put at the front of their food chain. How do I sound like a savvy investor? How do I take Mr. Nicholson's, you know, three legged stool and say, here is the type of company I want. Should I be saying I want you to give me a company in Quebec? I want Nichol, for instance, or I want Saskatchewan and I want Lithium. How do I know what I should ask to put some pressure on them so they're not giving me the thing that they can't get rid of? I would start with news releases, right? You know who your broker is. If your broker is, you know, the one that did the F3 uranium deal. Why aren't we getting, why aren't we getting pitched this? We want more of these types of deals. You send them the news releases. Your competitors are doing this. Why, you know, we want in, we want our broker to give us these opportunities. And, you know, they gauge their interest in these companies based on the interest that they're being told that they have. I want to buy equities in the Lithium space, get me equities in the Lithium space. When they have enough interest, they contact companies. They then contact Peter Nicholson's group and these deals happen, right? But that's how, you know, that's how they, that's how they figure out whether or not there's a market. It's their investors, their account holders requesting for these 10 baggers. I noticed that there was a, an entity with Canakor that started to promote what they were calling battery metals, not critical minerals, but battery metals. And they had a whole section on it. I don't know who the analyst was personally. I know his name. I should have mentioned it, but I didn't know him personally. I just wondered what sort of uphill battle they're having. I don't see them helping Canadian critical mineral companies. I don't know if that's their point. They're at a brokerage firm. We all know how brokers are. I know some great brokers out there who work their backsides off with their clients with great ethics, not every broker fits in that category. And some brokers think that the word broker is Latin for, I'm going to take my client's money. There are other great brokers, but like real estate, not all of them can be in the top half. I'm going to stop you right there. Peter, Mr. Clausy, JP was giving some really good tips on how to do this by, you know, select news releases that you like and say, I think this company has a chance of being a 10 bagger. I would like to own a piece of it. And I'd like to buy the stock at a 25% discount to the market. Can you call Peter Nicholson, please, and do a charity flow through and tell them I'm interested in the back end? Give me some other tips. Okay, I'm sure what you're hearing here, Mr. Nicholson, is the fact that there is no information. There is no YouTube videos on how to do this yet. Right. Right. And everyone likes to watch videos. And I'm sure what you're hearing here, Mr. Nicholson, is the fact that there is no information. There is no YouTube videos on how to do this yet. Right. Right. And everyone likes to watch videos and not read anymore. So glad we're doing investor intel on the, you know, in the video. Yeah, look, and there are a select few of brokers. I mean, he reeled off the echelons, the canticors, the Haywoods. And that's because the bank, Clausy's right. The banks, they just don't really allow them to sell a flow through individual flow through or anything. That's a small market cap. It just doesn't pass the banks, stockbrokers, you know, ethics, I guess, or the compliance. Look, if anyone on the call is having a hard time, they can just reach out to me, Google my name and we can put them in touch with the brokers that are doing this on a regular basis. We can also open up accounts and probably help them in some way, shape, or form. But look, it's a great way. I can also share with an NDA side, I've got audited statements of all 600. So we're Canada's leader. I've closed 625 liquidity provider deals dating back to 2007 to just most recently. And the average return, the way we calculated is we average a 30% discount. Now that includes the premium. That's a discount to where the flow through is. So let's call it about a 15% premium goes to the mining company and a 15% discount goes to the liquidity provider on average on these 600 transactions. And at the end of four months, guess what? There are 31% or the 30% discounts. Basically, they haven't moved. Every single deal we've had, you still kept your 15% and you're ahead. So it really has been a great way to make money. But you do have to diversify. You want to buy the 10 that John Clark is talking about, or 20 or 30. That's what Eric Sprott buys from us. He doesn't buy one, two, or three. He's got a shotgun approach with lithium and nickel and all the other good stuff. Yeah, copper and gold. As far as John, to get back to your question about battery metals and critical minerals, the way I look at it is critical minerals covers everything. It is the catch all phrase. And then these battery metals are a subsection of the critical minerals. And these are the metals that go into the batteries. As a positive, I can say, prior to the word critical minerals, I mean, it was kind of coined. Now it's every financial London Times, Wall Street Journal, Globe and Mail. People have heard about it. People now are thinking about mining differently. They're thinking of mining not being the environmental disaster that they looked at the last 100 years. They're looking at as the environmental saviour that we can't get to zero carbon without these terrific critical minerals. So we can actually be, I mean, I've been asked to leave cocktail parties and social impact conferences because they wonder how the hell did you get in here when you're in the mining and back then we were in the oil and gas flow throughs as well. No longer do they say that. They understand now and it's not just us as being highly biased. It's basically the, you know, the leaders of the free world, Biden giving us money. You know, Chancellor of Germany saying you have to find more critical minerals for us that they want to buy it from Australia and Canada no longer from China and Russia. So we've got a lot of great things happening. The only thing that hasn't hit us yet at the wind of our back is just more buying and less selling. That's what we need. All right. You just mentioned something interesting, which was oil and gas. Oil and gas has been an investee for for flow through for many years. What happened? Justin Trudeau. It didn't fit his ethics of how can we support oil and gas exploration flow through or CDE Canadian development expense. So he basically took it out two years ago, which it hurt, but it wasn't it wasn't our bread and butter. Our bread and butter 80 90% was was still was still minerals. They offered more tax credits for individuals, but the oil and gas was nice for the corporate and it would be nice if the conservatives get in. They bring it back because we need 50 more years of carbon. I mean, we can't wean ourselves off carbon. I mean, no one's willing to take that kind of brunt where you're cold at night and your electricity doesn't work. And that's what will happen if we're all in solar wind. Peter, we haven't you haven't done any. I haven't done yet, but any Canadian renewable expenditures, right? You haven't done any charity for Canadian renewables. Yeah, people ask for JP. The problem is the liquidity providers don't generally like the renewals, the wind solar. And that's because the returns have generally not been great. But I think that's turning around the expenses have come down quite a bit on the on the batteries attached to the solar. So that could be something that that's in the future. I know a lot of our clients would like to do that. They were also asking, look, I want to buy these critical minerals. Don't put me in a gold deal because they've got this view that you're pulling out tons of rock to only get a little bit of gold for your ring. I mean, they just know that that that's not a good environmental play. Now, Jack's waving at me. Jack is by the way, the man who invented the phrase technology metals. So he preceded all of us in this space. Jack, you got one finger up. So you got one idea. No, no, I have one question. On the 6th of December in New York, the Canadian Trade Commissioner is sponsoring a conference with institutional investors and Canadian companies in the battery metal space. And I've been invited to speak there on on processing. But what what dawned me from this is that nobody's mentioned anything about. They're asking me, you know, Goldman's supposedly going to be their black, these kinds of people. And nobody said anything about flow through financing here as conference. Have you have any of you fellows been invited to this or aware of it? I was aware of it, Jack. I've been invited. We don't have your kind of pedigree. The radar screen for that kind of shit. You're kind of blackballed, aren't you, buddy? The point is, don't you think this would be something of great interest to these huge institutional investors? Yes. And I think, I mean, if I can't make it, Jack, I'm going to send a couple of my lieutenants down because absolutely. And we've been out there. I mean, sometimes they're thinking too big. Like I met with the minister Champagne. I'm here in Ottawa for a reason. If you're in the tax policy business, Ottawa, the capital where where government resides is a good place to be in Champagne. I was telling him, look, we need more help in the liquidity providers. And he really in this AMT, the alternate minimum tax is going to hurt us. And one and one arm, the government says, go find more critical minerals for us. Here's 30% more federal credits. So they're doing everything right there. But this alternate minimum tax, think of that is how much maximum the governments will allow you to buy. And of course, the most AMT is on interest deductibility, borrowing money to invest in businesses and stocks and so on. They're going to bring that down because, again, Trudeau says this is how the rich get richer. We're going to hold that back. But they weren't even aware, and I'm going to meet with Wilkinson next week. They were not aware that the AMT was also going to hurt the critical mineral. So there's a lot of this where, you know, we should be invited to go to New York. It's a great opportunity. But a lot of times they think about like Champagne does, well, I want to do the metal processing either so far upstream, we're down. We're at the beginning of the of the train. They're back to the caboose. But yeah, I mean, I want to add something here because Jack has been doing a whole series on North American collaboration. And Jack, if you can, if you can help the Americans understand that there's room for collaboration with these tax credits. Well, you know, I'll tell you, I pretty much give up on Americans. The National IQ is below zero. Europeans are quite interested in this. That's why today's announcement by North Folk was quite interesting to me because the principal investor there is Volkswagen. And then the article said that Goldman Sachs, BlackRock and on an Ontario investment, you know, as a crown concern and one in Quebec are putting money into a battery factory being built. In Quebec. And I'm looking at this and I'm thinking this is really fascinating because in America, we never hear this. The state of Michigan offered a billion dollars in tax relief to some company that then decided to go to Indiana. That was the news here. Okay, so I think that Canada is much heavier on this kind of thing than the United States is. I'm not worried about the United States will take care of itself, but I think Canada is on the right path right now. And I think you fellows have to be at this meeting in New York because these are going to be Americans and Europeans who may not know about what you're talking about. And of course, you know, and they're only talking about Canadian assets. Okay, so what the hell? The fellows name that contacted me is David Bryce, B-R-Y-C-E, and he's the trade commissioner in New York at the Canadian Mission. Okay, I saw the agenda, nothing about anything like this. Okay, just a comment. No, a very valuable one, Jack, and my team will get on that and I think we'll book our flights and go down there for the day. You'll find that the hotels nearby this conference are now the same per day they used to be by the week. So that's a little, that's called bidenomics. That's just like hotels during PDAC this year. So what's the future flow through, Peter? I know PDAC lobbies hard. They call it the METC. It lasts for three years. PDAC lobbies hard. It's renewed for another three years. Are we going to see it renewed for another three years? I believe so. Yeah, it's a small amount of money, a little over a hundred million. I like how you say that. Well, in the big scheme of things, when you collect 300 billion of tax revenue, a hundred millions are fucking rounding there. But yeah, yeah, no, and the politicians love, they love flow through because it creates jobs in the north. It's the biggest employer of indigenous. It works, you know, to get our indigenous friends to work. We call it the fishing pole rather than giving them the fish, which isn't helping them get off their drugs and alcohol and other addiction issues. The people in finance don't particularly like anything to do with tax credits, tax deductions. They want more of a flat tax, but the politicians love these gimmies, giveaways. And so no, I think we're good. I feel very confident because of the critical minerals, Peter, if there wasn't critical minerals and we don't have such a say, you know, we have, we have to find so many more. I would worry and I always used to worry, but now I think we've got, we've got the politicians completely on all sides, even the NDP, which is a bit of a surprise. So I think the future looks good. What we need to help is to have some great banner years is we need people to make money. And these blood in the streets just don't make sense to me. And I keep on saying we need to educate the retail investor to start with, whether that's with the investor news like Tracy's doing. Whatever way we can to let them know this is the next great pivot. You know, sell your technology, sell your real estate and move into something that's just been beaten, beaten down to a pulp. Perhaps Peter, perhaps Peter, your job is to start educating the exempt market dealers that we're selling traditional flow through and getting a bunch of losers. And now pivoting their clients into buying on the back end and coming to you with, I got 500,000 that wants to buy, give me a good deal. I would say the EMDs are exceptionally well placed for that because many EMDs are just family offices that have the EMD at the front end, whether it's a traditional family office or friends and family. So there are pools of capital there that are easy to educate, easy to access, and they're not risk averse. Okay, but there's one more question I have for JP. When we have, you know, I saw, I went online, I did some research today and there was some bill is coming up that we should all be concerned about that's going to affect our critical minerals, you know, flow through tax credits. Where do we go for this information, JP? I guess it's continual, but what we're talking about education, we're going to need the law firms as well to provide comprehensive information that we can find and understand so that we don't plan our entire budget. For next year or we plan a big investment and then we find out we can't do it. Right, so what usually, what typically happens is right after budgets or right after these announcements, you know, most of the national firms and the accounting firms come out with, you know, sort of a primer on what's been announced. And these things sort of go unnoticed, you know, will be mentioned that, oh, there's a change to AMT, but, you know, generally speaking, you know, the law firms and the accounting firms don't, you know, they brush the surface on this and they don't necessarily go into the finer details. They do later on in some instances later on in the year. I've seen a lot of articles on the AMT and obviously it makes, it's helpful when the market and when the citizenry or the citizen ship starts to, you know, not complain but make their vices heard to the government. But, you know, ultimately these types of, you know, changes, these legislative changes require fine tuning and to the same extent that, you know, how they've determined how critical mineral is qualified under the statute is eventually going to need to be changed. Yes. The same thing with, you know, how the AMT rules applies to flow. If you, on the one hand, give a 15, take a 15% credit and make it 30% and then say, well, we're also going to limit how much you can buy, and you've essentially, you've said we're giving you an incentive but we don't really want you to use it. Yeah. That's essentially what they did in the same, in the span of what, 12 months, one budget after the other. They've come in and, you know, giving yourself, here's a nice little sweetener and then, well, here's have some salt. So they, you know, they sort of, I don't think the left was speaking to the right and I expect that eventually they'll clarify. But I think it's the same way with how they've decided that you have to, in anticipation, ask a geologist or an engineer to look at a project and say, yeah, there's 51% chance here that we're going to strike critical minerals rather than anything else. How can a geologist say this in all cases and how can an issuer take that position reasonably. An issuer should be able to say, we intend, and after the expenses are done, we could have a geologist come in and certify, yes, they were, or some of them were, or some of them weren't, rather than saying in advance. I don't understand how they came to that conclusion. That's like the problems with 43-101, a knee jerk disaster of a document that they are currently refining. There are problems with it, but at least there's something there. Yeah, I agree. I mean, it's good, it's good for an issuer to tell you that I'm going to, you know, certify that these expenditures will qualify for, you know, an exploration on critical mineral deposits. But, you know, ultimately, if they didn't, that doesn't necessarily, that doesn't mean that the CRA cannot come back and say that they weren't. And so I think it would be much more valuable if, you know, Well, to be fair, isn't the government trying to protect people? 43-101's, it's registered engineers, all of this stuff. How many Indonesian gold mines do you want? No, but it's not all out of a helicopter. He's on our side. They're doing the opposite, because what you're saying to the investor is, here, there's a certificate that's been filed with the Canada Revenue Agency that says we're exploring for critical minerals. What the market should be told is we will indemnify you if we made a mistake, but we're only going to certify to the CRA once we've done the expenditures. Right, that's how it should be, because here you're giving a false sense of security to an investor, but yes, this is just lithium. When reality, you know, it could be, it could not be, who knows, right? I've seen gold projects turned into lithium projects with the span of, you know, one critical mineral credit. So I think that there's going to be some adjustments to be done on that end. I think there's going to be some adjustments on the AMT side as well, but, you know, time will tell. But you were just describing the difference between the geologist statement and the subscription agreement. Right, so the subscription agreement, you know, that's the way that the flow through works. And I don't know if we have a lot of time left, but realistically, what needs to happen is an issuer says, I will be doing this. They will covenant. I will do these expenses. These expenses will target critical minerals. And I will incur these expenses by December 31st of 2024. That's the structure. That's how it works. They do their expenses by the end next year and then they're effective for you. But that all, that all happens behind the scenes. As an investor, you don't, you're not privy to that information. There's no, there's a slip that's filed to you and all that's handled behind the scenes. So in your agreement, the issuer will agree to indemnify you if they messed up. If they made a mistake, if they didn't spend on what they're supposed to spend, they will write you a check. At least you'll have a right to claim, you know, an indemnity. Whether or not they'll be solved in a different question, but generally speaking, that's how it works. And so in this instance, they're certifying in advance with a geologist, but I don't know how a geologist is, is going to be able to say that. And, you know, in five years down the road, you certified that this was for critical minerals, but it turns out it was just gold. You know, how did you, you know, how did you come to that determination? I am curious to see where this takes us. Okay, I've got another video call from Perth, Australia at 9am with a liquid provider. So you go. Hey, Pete, you should be gone by now. We'll see you later. Thank you for joining us today. Thank you. Appreciate it.