Good day, ladies and gentlemen, and welcome to the Fourth Quarter Year End 2012 MFC Industrial Ltd. Earnings Conference Call. My name is Gwen, and I'll be your operator for today. [Operator Instructions] I would now like to turn the call over to your host today, Mr. Kevin McGrath at -- of Cameron Associates. Please proceed, sir.

Thank you, and good morning. We appreciate your interest in joining us on MFC's conference call and webcast to discuss financial results for the 12-month period ended December 31, 2012. On the call with me today are Michael Smith, Chairman and CEO; and Rene Randall, Vice President. The company will make a brief presentation on the results announced this morning and then open the call to questions. Today's call is being webcast on our website at mfcindustrial.com. Simply click on the tab in the Webcast section to access the webcast. Webcast will be posted at www.mfcindustrial.com for a replay approximately 2 hours following the end of this call. Replay will stay on the site for on-demand review for the next 7 days. Certain statements in this conference call will be forward-looking statements which reflects management's expectations regarding future growth, results of operation, performance and business prospects and opportunities. For detailed information about risks and uncertainties that could cause our actual result to differ materially from those expressed or implied, please refer to the disclaimer for forward-looking information contained in today's press release, on file with the Canadian Securities Regulators and on Form 6-K with the SEC. We'd now like to turn the call over to Michael to begin the discussion.

Thank you, everybody. My name is Michael Smith, the Chairman of MFC. First of all, I would like to just go through a process, we'll go through our operations and also review our balance sheet and of course, material and major items, which we see now and into the future. The first item we should really talk about is the impairment which we took today on our Indian assets. This has cost us $0.68 a share. It is something that we had to do as we cannot foresee in the future, operations reoccurring there. It is with great disappointment. We were hoping that we would see some semblance of order, but India is India. And our lawyers, and based upon our review of the situation, felt that we cannot predict, if ever, under all the litigation that is now pending, there's over 8 cases, that those mines will ever reopen. So it was wise and prudent, and now is the time to do it. On the positive side, we have a very nice gain on the natural gas side. But regardless of that, it's time to face the music and just be conservative. And unfortunately, we've lost $0.68 a share for all of our shareholders there. On the positive side, we've -- the book value has risen from $8.74 to $12.11. And we have a gain there of $3.30 a share. So from a net value perspective, it's good, but it's still bad because of what happened with the unexpectedness of Goa being finalized. But let's go on and look and talk about new opportunities, the new project. Looking at the P&L, or the Profit & Loss for the year, the Profit & Loss, as you know, ended up with a profit of $3.62 a share. Our revenues were down.…

[Operator Instructions] Our first question comes from the line of Joe Pratt with Wells Fargo Advisors.

I found on the Internet that Sayer Associates, an independent firm, was auctioning one of your Compton properties. Could you tell us a little bit about how that process is -- what it's carried on the books for? I believe you've done that, so that's a repeat. But could you just repeat it again and tell us how that process is going, please?

Yes, the assets which are in question are P1, P2 and liquids, predominantly for gas, and net on the books is $100 million. Sayer has gone out and contacted many buyers. They're more like an investment bank, if you want to call that, specializing in this area in the gas business. We have many, many inquiries back, from different people proposing different things to do with it. And we're in the middle of negotiations and trying to understand what is the best for us to do. So it's great. What we've done is we've stood up a hornet's nest, and now we've got a bigger -- which hornet would be the one that won't sting and which one it is, the one I can put in the bank, in the fastest way. So I'm quite comfortable with that. There was also one, Joe, midstream facility there, which we would like to keep out of any sale. And of course, that is something that is causing some people heartburn.

But you carry it for $100 million. Let's just say, are you pleased with what the bids -- the amount of the bids, not the quantity of the bids, but what they're bidding? Because I know you don't want to take a write-down from the $100 million.

We will not take a write-down, Joe, for sure. I'm comfortable no write-down will occur on that.

You're comfortable no right down will occur, assuming there's a transaction?

Yes. Assuming there was a transaction, there will be no write-down, and I'm comfortable with the carrying value.

Our next question comes from the line of Bill Horn with First Angel Capital.

I just wanted to touch on Goa a little bit. We certainly -- you certainly gave us an overview as to what's transpiring there. But in your release this morning, you indicated that that interest had been sold for a nominal consideration. Who did you sell it to?

It was sold to a group who will -- and I cannot disclose the group, but it's not inside the house, of course. It is a group who will -- if the mine ever comes back and they will be the ones responsible for protecting any assets or working any asset, they will give us part of the cash flow.

Is this group Indian-based?

I cannot go further with that.

You can't. Can you give us an indication as to what that consideration might be, that if these assets do come back online, that MFC might be attributable to or attributable to MFC?

I think I can. There's approximately $18 million market-to-market inventory on the ground. That is on the ground and cannot be moved, it is frozen. And it is, in certain ways, in decay. So if you said what's the first asset that you would hope for recovery on, will be someday they would allow that $18 million worth of inventory to be moved and sold. Nobody can move anything at this particular point. Then of course, you have the actual reserves in the ground, since you have a tremendous amount of confusion to get there, and you have years of litigation. But that will be the quantity you'll be looking for. Your focus -- you always focus on the cash and the $18 million, Bill, is the cash.

Okay. I think in the past, the tactic you were taking with Goa was you had anticipated that it would come back online at some point, not necessarily knowing when. It seems like you've changed your impression of the whole Goa environment at the moment. Was there something specific that changed your feeling and assessment on what's transpiring over there?

Yes, I think 2 things. So one, we're driven by accounting. You can't develop the -- you can't determine that you can ever get this asset, and it's frozen. And it will be frozen by -- our lawyers say it will be frozen for years until this litigation can be adjudicated, you could say. That's the driver because you can't defend it as an asset. And the second driver, of course, is that I think there's 8 plaintiffs now in these cases, and there are some strong arguments going the other way. Before, the arguments in Goa was everybody is suffering, it was just 25% of the economy. Now the arguments are going the other way, and until those arguments are clarified -- and those arguments are going, let's keep Goa green, let's have more agricultural, let's have more tourism, and this is a way for us now to develop that without being harmed with all this mining that has been going on, and these 2,000 trucks going down these small roads everyday. And so there's a counter argument, but when you come back and you say to the lawyers and you spend the money and investigate, in reality, this is into a legal system which is not your legal system or mine. It is in a legal system in India which will take forever and ever and ever. Joe, I have one -- still, I have 1 lawsuit going on in France that's been going for 13 years. And I'm still in that lawsuit. The lawyers are very happy. But I can see Goa still being here 7, 8, 9, 10 years ago -- years from now, in that litigation. That's how it stands. So with that pacing, you should take your write-offs and move.

Okay. Touching on your recent acquisition of ACC Resources and Possehl. And certainly, you're providing the impression that that's certainly the focus going forward, executing in the commodity business. Can you give us a sense as to what we can anticipate ACC and Possehl contributing to the top line in 2013?

On the top line, I think we've made some disclosure that the lease we're looking for is $300 million.

Okay, fabulous. And these are higher-margin value-added transactions or higher margins than what we've seen in the commodity -- in MFC's traditional commodity trading business, correct?

Absolutely.

Okay, great. Just one more quick question, and I'll get back in the queue. Can you give us some color on the Compton revenues for the fourth quarter? What they contributed to MFC, seeing that the fourth quarter was their first full quarter having been consolidated?

Actually, Joe, if you take the press release, I think you can figure it out. Because you've got production from September 7, through, and you've got the cost. The only thing you don't have is GA. I can say to you, I don't want to give you the numbers, but I can say to you, it's positive. I mean, I'm pleased in the Compton -- and Bill, the -- what has happened is the price of natural gas has helped us, right?

[Operator Instructions] There are no more questions at this time. I will now turn the call back over to Rene Randall to finish up.

Actually, we'll take a call from a -- a question from Joe Pratt, please?

Mr. Pratt with Wells Fargo Advisors.

Yes, Michael, just coming back around to what we can look forward to in terms of the top line and the earnings for 2013, do you feel free to give any guidance?

No, we're not giving guidance, Joe. We're not giving guidance.

We have a question from the line of Graham Tanaka with Tanaka.

Michael, I'm sorry, I couldn't get on to the Q&A just started. I couldn't get on the website either. I just was wondering if you could comment on what your expectations are for the cash position over the next 12 months, assuming you make some sales, et cetera, given the increase in the leverage in the balance sheet in the fourth quarter? And I know you have assets that will be liquefied, so if you can help us out there, that would be great.

Graham, it's our intention for every asset, which is long life, to also finance it on a long-life basis. Yes, we'll be using, for the midstream operations for the natural gas, we will be using some equity. But it will not be substantial, as we'll also have equity already in the existing processing plant. So I don't anticipate much major change at all over what we have at this time.

Well, you're going to be selling assets, right? So what could the cash position go towards the end of this year, assuming no additional...

I think, conservatively, you say the same. But our goal will be to increase it, and I think we have a good chance of that. The major commitment you have going forward, is this midstream assets, right? And the midstream assets is, what do we do? We have many people who want to be our partners. We have built-in equity of the plant of, let's just say that's worth $50 million. And we have the ability to long-term finance that through a system through our governments, which we have done successfully many times in the past. So I don't see any erosion of cash. I will see some building of cash through, either, disposition of the assets and earnings for the period.

Okay, so one reason I wanted to get the feel for your cash expectations this year is to understand what ability you have to make additional acquisitions.

Yes, I'm comfortable, and we're looking and we're negotiating. And that's -- we're actively -- we haven't stopped, Graham, if that's your question. We are just as going as fast as we ever did in the past, but cautiously.

I just was wondering if you -- if your recent acquisitions have used up enough of your cash cushion that you're going to be moving more cautiously because of that, or are you just moving cautiously because of the economy or something else?

Cautiously, because I'm a cautious guy, only. I want to keep the money in the pocket.

Yes. Right.

Okay, in response to Joe's question, you didn't want to give guidance, I guess, on earnings. How about on revenue? You've indicated you might be doing $300 million from the new...

Graham, our goal really is -- it is a top line business, so our goal has been to try to get to this $1 billion mark. I think with maybe one more acquisition, we can be there in 2013.

[Operator Instructions] We have another follow-up question from Joe Pratt with Wells Fargo Advisors.

Michael, regarding Mazeppa, would that require you investing cash, if you were to do a deal with a partner?

Yes -- it depends, Joe, how we do it. The trouble is our partners, if he's an American, he usually likes to leverage. If he's foreign or offshore, he doesn't leverage directly, he leverages through foreign offshore banking. It just depends -- their tolerance for leverage is entirely different. And I think we don't have to use cash so much as we also have the ability through offshore banking, to leverage at much more attractive rates than we can domestically.

Okay. So with regard to Mr. Tanaka's question about cash building up, if you sell Niton for the value that's on the balance sheet, that adds 100, I presume. Is it tax -- if you sold it for 100, would it be tax-protected or not?

We would keep all the 100 in our pocket. So we're in good shape to be ahead under Graham's question.

And are there any other big outflows like where you could send cash out the door? Oh, I guess, on an acquisition?

Yes. And we are working on some, but less cash going out the door is always best, right?

There are no -- we have another follow-up question from the line of Graham Tanaka, please proceed.

Yes, I just was wondering if you could talk a little bit about the St. Louis mine and where you are in terms of valuations in the joint venture?

The joint venture, Graham, is going well. We have a wonderful partner in Alberici. We are both working with the same goal and determination to make this property a success. We've hired the best. We have 2 mining engineering firms plus we have our in-house consultants at MFC. And what we're trying to do and finish is an economic study that is acceptable under the regulatory environment. The economic study is driven in some ways by the different processes required for the tailings and for the mine. This is a very professional approach. We've been at this now, 13, 14 months. But this project is going to cost over $100 million, for sure. And we want to get it right. And I think that we are now spending the time to hopefully finish, in a few more months, a true economic study so we could determine who should be our partners going forward. Whether we should be inviting anybody from Asia to join us, or what we should really be doing and what do we expect, from the tailings individually for the mine itself. So the project is in -- is full-steam ahead, but it's not there yet. We're not finished.

And what is your expectation for timing looking forward? Are we talking about tailings, production and tailings being next year and possibly later this year? And what about the mine itself? How long is it going to take to develop the mine?

Graham, let's just go ahead and update you on each quarter as when we have our calls. I think that is safest. We do have a lot of rules and regulations which we have to abide by on this mining. And I think it's probably easier for me to be able to give you a timeline of how close we're getting, especially after the next call, in the next couple of months.

Our next question comes from the line of David Erb with Merrion Investment Management.

I wonder if you could provide an update regarding the Kasese Cobalt situation and hydro station, and just if you could eliminate a little bit on what your net investment is, what cash impacts do you see to or from that in the near term and really where you're going with that in terms of endgame? Do you expect to wind up with a re-purposed hydro station on your books on a long-term basis, or would you exit?

I guess a couple of things. As the refinery now goes down and stops producing, one of the things that happens is that the inventories, which have been built out there, reduce the cost of the product. So we do get a buildup as we come to the end of the refinery. We then, of course, based on what we call the great reclamation cost, and I think we know how to do that. And it's our intention to abide by all the rules, of course, and meet those reclamation costs. But we have a tremendous amount of assets there to be disposed of and we have a plan to do that. And that's on time to go ahead. We see no cash requirement. We see just cash positiveness as you get closer to the end than we enjoyed with the operation. And what happens is the hydroelectric plant is -- has -- will have no debt. And so we should be positive on one side that the hydroelectric plant will produce and sell now into the grid under a different tariff. Then the decision of what do you do with it. You sell it, you keep it. But either way, what is very nice is that company or a group of companies owes us money under an old shareholder loan, which we purchased for $1. And that money will come out of that country, free of taxation, no withholding tax, and it will flow to us on a positive basis. So if we sold it, there's a certain amount on the tax to be used. If we kept it, we have to look at the cash flow to see as that will all be pre-taxed to us. So it's easy to -- it's not easy to answer, but it's an interesting one to study. We're a little bit too soon, probably November.

November, before you finally see the endgame, is what you're saying?

Yes.

And so it's your hope and expectation that the intervening process will in fact help to somewhat net down your investment in the remaining hydro plant?

Absolutely.

[Operator Instructions] There are no questions at this time. I will now turn your call back over to Mr. Randall for closing remarks.

I want to thank everybody for being on the call today, and have a good evening.