CPN 0.00% 7.7¢ caspin resources limited

1. The Directors did not find 'an opportunity to sell on a high...

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    1. You said : "The ATO doesn’t force them to avoid cash payments. Just about everyone else in your country gets paid in cash and can’t defer their tax either."

    (a) As I said before, rights are typically awarded to Directors so a company has to pay out less cash as salary, and so they are incentivised to perform and have aligned interest with other shareholders etc. Rights are not an "avoidance" mechanism – far from it – especially when they accrue in stages which require milestones to be met before vesting - as was the case here.

    (b) Your comment also misses the main point. While most people get paid in cash as you say –these guys don't; they have shares – and NO cash – but they still get a tax bill. That is the problem – they don't have the income/capital that is hoped to arise from a sale of the shares from which they can pay their tax bill. That's why a circa >$100k tax bill relating to unreceived 'income' causes a major, major problem to someone who receives an annual director's fee of ~$24k after income tax. That shouldn't be a controversial point.

    (c) You've also created an incorrect impression by speaking of 'deferring' tax as if that's what's happening. It's not.

    The "everyone else in the country" to whom you refer has been, as you said, "paid in cash" but, I repeat, these guys instead have an asset (if they meet milestones) that they have no cash from which to pay a tax liability. Their so-called income has been just 'deemed', as a tax fiction. That is the very point. That's why share sales like this often happen.

    You obviously haven't experienced this but I know from personal experience and I've seen it happen to so many people. You've got an asset that you'd like to hold onto but you can't pay the deemed income tax at that point. This whole situation would not arise if the tax was only paid on the sale of shares as ordinarily occurs when the rest of us sell shares, realise capital gains and can put aside money for tax.

    2. You also said: "Perhaps they should have negotiated a bigger cash component in their remuneration, so that they had cash to pay the tax…"

    Again, I disagree. Exploration companies want to pay as little as they can in cash to Directors and others, and as much as they can in shares. Companies especially like it when the shares start as 'rights' which are only secured when certain targets are hit and which also can't be sold before escrow dates are met. That's what happened here.

    That practice, which is normal throughout the industry, is perfect for an explorer. It's also in shareholders' interests as a whole and is not going to change anytime soon, as most shareholders in explorers, in my experience, would rather see precious dollars spent in the ground than on salaries. It's also good to see staff incentivised to perform through some rights/options/share awards.

    3. Selling at the time of the cap. raise
    Yes, the coincidence of the sale (necessarily pre 30 June, and also to avoid possible Mount Squires trading blackouts) and the CR was unfortunate. FWIW, I'll bet if Caspin has their time again they would have raised earlier in the year, before the market sensed a raising was coming, and hammered the share price. I certainly wish they had…
    1. The Directors did not find 'an opportunity to sell on a high volume'. They were the high volume. As I said, thankfully they had buyers arranged for the stock, and that the transaction was then executed on market. I saw at the time that immediately after the transaction that volume of buying did not disappear – in fact it just wasn't there at that price i.e it was arranged off market but was transacted on market. That minimised possible disruption from the unfortunate circumstances.

    2. It is possible that Directors had the thought you attributed to them about lack of share price increases pre 30 June but that's pure speculation and I don't think it's right. They may have had the opposite view – see next para - but could not risk being unable to sell a bit later or in June.

    An exploration program that included drilling had just started, or was about to start at Mount Squires, which would at some stage produce results which could be material and into which Directors would then be unable to sell until disclose to the market. With the already known mineral endowment at Mt Squires, it seems inevitable there will be intercepts that require assaying, which process may or may not be completed before 30 June 2023. If that were to occur they could be stuck with being unable to sell necessary shares while results were pending, and thus would be saddled with a very large, unfunded tax liability for the current financial year. As several thousand metres of drilling is planned, results could come in over an extended period, preventing share sales in the meantime.

    Sounds like risk management of a tax liability to me - which is what Caspin said. I've been in that position as a company director of having an unrealised capital gain but deemed income so I know the dilemma. If we meet one day I'll tell you more colourfully what I really think about it!

    Bottom line: I hope this above helps clarify a situation which I, too, hated to see as a shareholder, especially when our share price was in the pits, but I could see what drove it. I think the Directors just ran out of time in this financial year to cash in some chips for this year's tax, and bearing in mind a possible blackout window caused by imminent Mount Squires drilling.

    If those shares have gone into sticky hands then it may not affect our upside potential if we get some good results from our initial drilling at the exciting Mount Squires.The only other impact from the sales then is psychological to shareholders so I hope that if anyone reads this and it helps confirm their belief in Caspin's statement about the reasons for the (arranged) sales then they can continue to hold or buy or sell on a better informed basis.
 
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