zeox corporation 2010 investor presentation. zeox corporation this presentation includes certain...
TRANSCRIPT
ZEOX CORPORATION
This presentation includes certain estimates and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements with respect to anticipated operating and financial performance, growth opportunities, growth rates, potential acquisition opportunities, and other statements of expectation. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “assumes,” “seeks,” “estimates,” “should,” and variations of these words and similar expressions, are intended to identify these forward-looking statements. While we believe these statements are accurate, forward-looking statements are inherently uncertain and we cannot assure you that these expectations will occur and our actual results may be significantly different. These statements by the Company and its management are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Important factors that could cause actual results to differ from those in the forward-looking statements include the factors described in the “Risk Factors” section of the preliminary prospectus. The Company disclaims any obligation to update or revise any forward-looking statement based on the occurrence of future events, the receipt of new information, or otherwise.
This presentation includes certain non-GAAP financial measures, that are different from financial measures calculated in accordance with GAAP and may be different from similar measures used by other companies.
Safe Harbor Statement
2
ZEOX CORPORATION
Table of Contents
1. Executive Summary
2. Zeox Overview
3. St. Cloud Mining
4. The New Zeox
5. Industry
6. Management
7. Transaction Overview
8. Contact Information
3
Executive Summary
ZEOX CORPORATION
Zeox Corporation has gone through a successful restructuring. Revenue Growth Cost Reduction Working Capital Improvement
Zeox’s Board of Directors in favor of Merger with St. Cloud Mining
Upside In Place on: Mercury Removal Cementation Dolomite
Acquisition Program Commenced First Acquisition Ready Other Targets Identified/ 2 In Due Diligence
Zeox is seeking $5MM in capital to execute its plan.
Situational Analysis
5
Executive Summary
ZEOX CORPORATION
Investment Thesis Earnings Potential
Market Control Best Zeolite Deposits In North America Only Active Chabazite Deposit In The World Greatest Expansion Capability
Environmentally Driven Markets Waste Water Radiation Waste Containment Cap & Trade Benefit
Management Operational Experience History of Building Companies Management Financial Incentives Aligned With Shareholders
Situational Analysis
6
Executive Summary
ZEOX CORPORATION
Zeox Corporation was formed with the IPO of C2C Zeolite Corporation in 2006.
Zeox, led by former Chairman & CEO, LuVerne Hogg, commenced: An acquisition program of quality industrial mineral reserves
White Cliffs (Diatomacous Earth) Bowie (Chabazite) Burro Creek (Saponite) Ash Meadows (Zeolite) Palo (Sodium Sulphate)
An expensive R&D effort Cementation Mercury Removal Nano Clays
Situational Analysis
7
Executive Summary
ZEOX CORPORATION
Hoping that significant orders for down hole mud and the mercury removal product, Zeox invested $3.5MM in a processing plant in Butte, Montana. Unfortunately, Zeox did not realize that extensive testing was required and the plant operated at less than 5% utlization.
The company financed its acquisitions and operations with successive private placements of equity.
Ultimately, Zeox management was incapable of commercializing its reserves, resulting in substantial operating losses, negative working capital and finally, a change of management .
New management led by Gerry Spindler (Chairman & CEO) and Mike Shea (CFO) were appointed on August 24, 2009 and immediately implemented a turnaround plan. Closed Plants Reduced Costs Focused on Increasing Revenue Raised Short Term Working Capital
Situational Analysis
8
Executive Summary
ZEOX CORPORATION
Spindler & Shea’s interest and motivations are as follows: Merging Spindler’s privately held Industrial Mineral (St. Cloud Mining) business into
Zeox thus obtaining a public valuation. Realizing the substantial upside potential of Zeox’s reserves and technologies. Becoming the dominant North American producer of zeolite with the only active known
Chabazite reserve in the world. Creating a $100MM+ diversified industrial mineral company within 3 years:
Organic Growth Acquisitions
Situational Analysis
9
ZEOX CORPORATION
Business Overview
Zeox Minerals Materials Corp.
Canadian Publicly Traded Company
Mines Ash Meadows (Zeolite) Bowie (Chabazite)
Operating Plants White Cliffs (Diatomaceous Earth)
Technology Cementation (Oil Rigs) Mercury Capture (Coal Fired Plants)
Market Cap of $12MM (CDN, 01/12/10)
Approximately 68MM Shares O/S
Zeox Corporation – Post 2009 Restructuring
11
ZEOX CORPORATION
Revenue improvement New Zeolite & Chabazite Customers Mercury Removal Cementation
Cost Reductions Butte, MT & Palo Plant Closures Head Count Reductions
Reduced Payables MSE/Butte Aggressive Discounting Payables reduced from over $3MM to $1.2MM
Improved working capital Short Term Funding from Imagin Minerals Private Placement
Restructuring Steps
12
Business Overview
ZEOX CORPORATION
Revenues have been increasing led by zeolite sales at Ash Meadows and Bowie Chabazite sales, primarily the down hold cementation product, Zeofume.
Other large oil services companies are actively testing Zeofume as a replacement for silica fume.
Our mercury removal product, AZI, is a proven technology and based on Bowie’s unique Chabazite.
In final stage tests with one multi-billion dollar company Other large companies, primarily activated carbon providers, are testing
AZI will compete or complement “Activated Carbon” products with the advantage of not negatively impacting the resultant fly ash that Power companies sell to cement producers.
Zeox’s Chabazite is the only zeolite that has been proven to remove mercury in coal fire plants.
Zeox controls the only active Chabazite deposit in North America and possibly the world.
Business OverviewPositive Momentum
13
ZEOX CORPORATION
Ash Meadows (Zeolite) 40MM tons of proven Reserves Average Selling Price of $150 - $175/ton Mining & Processing Costs $30-$60/ton depending on size of grind & order
Bowie (Chabazite) Upper Bed (Zeofume and Water Filtration):
1.3MM tons of proven Reserves Average Selling Price of $500 - $600/ton
Lower Bed (Mercury Removal): 880,000 tons proven, 1.1MM probable Average Selling Price $600 - $800/ton
Mining & Processing Costs $100-$300/ton depending on size of grind & order
Technology Mercury Removal Zeofume
Business OverviewCore Assets/Resources
14
ZEOX CORPORATION
Business Review
North America’s Largest Producer of Natural Zeolite
Three Business Lines: Zeolite Reclamation Aggregates Dolomite
Acquired in 2002
Increased Production From 12,000 tons (2002) to 31,000 tons (2008)
2008 Revenues and Gross Profit of $9.4MM and $2.6MM, respectively
St. Cloud Mining
16
ZEOX CORPORATION
St. Cloud MiningFinancial Summary
St. Cloud Mining
(000's) 2006 2007 2008 2009
Revenues:
Industrial Minerals 2,905 3,451 2,990 2,870Aggregates 409 3,483 1,004 511Reclamation 5,851 1,971 5,031 458Other 85 30 402 0Total 9,250 8,935 9,427 3,839
Gross Profit 2,977 2,417 2,642 1,322
EBITDA 1,259 1,213 1,982 240
17
ZEOX CORPORATION
St. Cloud MiningDelivering Results - Mining
18
Production and Prices Increases
Sales Segments
Animal Feed 60%
Ag./Horticulture 30%
Filtration 10%
Total 100%
ZEOX CORPORATION
St. Cloud’s Reclamation Business was founded to leverage the skilled employee’s mining talents.
Historically has performed reclamation services for Freeport McMoran, and state managed AML (Abandoned Mine Land) sites.
Established commercially proprietary technology for mine shaft closings.
As the result of the drop in copper prices, Freeport dramatically reduced it’s reclamation activities starting in Q3, 2008.
As a response, St. Cloud to refocused the business and leveraged its operating capabilities with its zeolite and dolomite deposit’s. While still bidding on reclamation contracts, the division is also focused on bidding on “Post Closure” Water Treatment for mines.
Developed first substantial contracts with new clients (RTZ & Barrack)
Achieved “Certified Contractor” status in five new states.
Current Backlog is $1.7MM with the majority of contracts won in Q4 2009.
St. Cloud MiningReclamation – A Transition Year
19
ZEOX CORPORATION
High quality aggregates have contributed as much as $3.4MM in revenues (2007).
The majority of historical revenues were for improvements on rail lines for Union Pacific.
The rail improvements have been completed and St. Cloud is focused on increasing revenue to projects in the area, including those that will be recipient of stimulus funding (e.g. roads, bridges and border fence projects).
St. Cloud has developed a Dolomite Quarry with Aggregates, south of Deming, New Mexico. The property has crushing capacity and a grinding plant.
The dolomite qualifies as a magnesium mineral source in animal feed diets and its location should provide a cost advantage to other competitive dolomite products.
St. Cloud MiningAggregates/Dolomites
20
Executive Summary
ZEOX CORPORATION
North America has very few Mid-Tier industrial mineral companies.
Management’s vision has been to build a $100MM+ diversified North American industrial mineral company.
We believe the combination of Zeox and St. Cloud provides the platform.
Zeox (TSXV : ZOX) brings to St. Cloud: High Quality Reserves/Deposits (Only Chabazite deposit in U.S.) Publicly Traded Entity Significant Product/Revenue Upside (Cementation & Mercury Removal)
St. Cloud brings to Zeox: Operating Management with Mining Experience Operating Business Mining Equipment Liquidity
Platform For Growth
22
ZEOX CORPORATION
The New Zeox
Zeox Minerals Materials Corp.
St. Cloud Mining
Canadian Publicly Traded Company
Mines Ash Meadows (Zeolite) Bowie (Chabazite) Winston (Zeolite) Hooper (Aggregates/Dolomite) White Cliffs (Diatomaceous Earth)
Operating Plants Ash Meadows. Deming White Cliffs (Diatomaceous Earth) Winston
Technology Cementation (Oil Rigs) Mercury Capture (Coal Fired Plants)
Zeox Corporation
23
ZEOX CORPORATION
Dominant Zeolite producer with platform for growth.
Lowest cost producer.
Provides a broader product offering for both companies. Variety of zeolite qualities/properties Chabazite Dolomite Reclamation & Construction Diatomaceous Earth Aggregates
Increases geographic reach
Capitalize on Zeox’s Intellectual Properties & Research Base
Allows shareholders of both companies to participate in the upside potential of a growth company.
The New ZeoxAn Acquisition Benefits Both Companies
24
ZEOX CORPORATION
The New ZeoxNot All Zeolites Are Equal
Multiple Uses, Products, & Brands
25
IMAGIN ZEOXAgric. Feed Agric. Feed
Water Filtration Water Filtration
Soil Amendment Spec. Chemical
Odor Control Cement
Air Filtration
ZEOX CORPORATION
The New Zeox1 + 1 = 3
Complementary Attributes
26
IMAGIN ZEOXManagement Reserves/Deposits
Dedicated Sales Staff Technical KnowledgeMining Knowledge Public EntityMining Equipment
Diversified Revenue Base
ZEOX CORPORATION
Natural zeolites are hydrated aluminosilicates.
There are over 40 natural zeolite minerals with similar structures and molecular makeup, all with its own particular attributes.
Commercial zeolite deposits in the U.S. are located in Arizona, California, Idaho, New Mexico, Oregon, Texas and Wyoming.
Zeolite is used commercially because of its:
– Unique absorption
– Ion exchange
– Molecular sieve
– Catalytic properties
The major end markets for zeolite are:
– Animal feed
– Horticultural applications
– Waste water and air filtration
IndustryWhat is Zeolite?
28
ZEOX CORPORATION
IndustryTons Produced Globally
Global Zeolite ProductionIn Tons
29
Countries producing large tonnages often use them in low-value applications.
Ready availability of zeolite and shortage of competing minerals are factors for large scale use.
ZEOX CORPORATION
IndustryTons Produced Domestically
Domestic Zeolite Production In Tons
30
Majority of production is for high value add products.
U.S. is leader in developing new applications.
Source: Imagin Minerals
ZEOX CORPORATION
There are only a few producers of zeolite in North America of any size.
As the market leader, and low cost producer, the New Zeox has competitive advantages over other zeolite producers: UAMY: Owns Bear Creek which is situated on a mountain top and its operation is limited
by winter weather. Additionally, Bear Creek’s management does not rely on distributors. Zeotech: Poor quality reserve with high clay content with market limited to commodity
products such as cat litter. Material for its water filtration customers is purchased from St. Cloud.
St. Cloud’s and Zeox’s zeolite deposits are the highest quality in North America and offers a variety of different characteristics (e.g. high & low sodium). This product suite will ensure that our material is part of any new product testing.
New products and/or applications using zeolite include, cement, radiation treatment, mine waste water, air filtration, rubber compounds for tires, and various other applications.
While the current market for US zeolite is 60,000 tons, this is expected to grow exponentially.
IndustryCompetitors - Zeolite
31
ZEOX CORPORATION
IndustryDolomite – Dominant Player is MinAd
MinAd Dolomite Production In Tons
32
Dolomite is used in dairy cow feed to meet magnesium requirements Market is dominated by MinAd ( 80,000 tons/ $10MM Revenues) St. Cloud recently commenced production of Dolomite St. Cloud has a substantial freight advantage in the Texas Pan Handle.
Source: Imagin Minerals
ZEOX CORPORATION
Mercury removal of coal fired plants is served by several large activated carbons companies all of which are testing AZI: ADA BASF Norit Calgon Carbon
Market is estimated to be $400 million. Due to emerging environmental regulations, this market is expected to continue to grow.
Out of the 1,000 US plants, 250 have the suitable Electro Static Percepitation (“ESP”) system and saleable fly ash characteristics that will benefit from AZI.
A 250 megawatt plant will need 1 million pounds per year for each boiler. Many plants have several boilers.
AZI can replace Activated Carbon in totality or be blended to increase mercury capture from 90% to over 95% without impacting the fly ash.
IndustryMercury Removal
33
ZEOX CORPORATION
Cement: Carbon footprint of increasing concern to producers. Pozzolans will be a factor in
reducing emissions.
Down Hole Muds: Prevents premature hardening of the cement Allows drill companies to use less expensive/lower grade cement Improve performance at deep depths. Increased use of horizontal drilling requires greater amounts. Zeox’s Down Hole Mud (“Zeofume”) utilizes Bowie’s Upper Bed Chabazite Sells between $500-$600/ton.
New Hires have given us an ability to participate in other companies research.
IndustryCementation
34
ZEOX CORPORATION
Animal Antibiotic – US Congress is currently discussing limiting the treatment of animals with antibiotics as a normal supplement. If regulations are limited, ranchers will consider zeolite as a normal supplement to help animal health and improve weight gain.
Drinking Water – An estimated 125 US municipalities have arsenic levels above requirements. The treatment plants are either ignoring the requirement or blending other potable water to reduce arsenic levels. Zeolite is proven filtration floculant to remove arsenic.
Concrete - Zeolite has pozzolanic qualities that improve concrete. This is being tested by several commercial and residential concrete companies.
Construction/Reclamation – There are numerous Abandoned Mine Land (“AML’s”), particularly in the Southwestern states, that have mine water problems. The sites are either bonded by the mining company or have been taken over by the government. St. Cloud has the mining and construction experience to build and monitor simple treatment systems (e.g. settling ponds) at a cost of a fraction of a cent per gallon, providing substantial annuity revenue and income.
IndustryOther Opportunities
35
ZEOX CORPORATION
IndustryOpportunity Summary
36
Management Sees Substantial Organic Growth Opportunity:
ApplicationsReservesMinerals
2-3 YEAR GROWTH SUMMARY AVG. TONS PRICE TOTAL Markets Cattle Feed 10,000 $125 $1,250,000 Other Animals 30,000 $125 $3,750,000 Cement 30,000 $500 $15,000,000 Concrete 35,000 $105 $3,675,000 Filtration 15,000 $160 $2,400,000 Mercury Removal 15,000 $600 $9,000,000 Dolomite 30,000 $150 $4,500,000 TOTAL $39,575,000
ZEOX CORPORATION
Management is constantly reviewing acquisition opportunities.
The North American market is characterized by large strategic operators and numerous privately-owned niche industrial mineral companies that: Older ownership with no succession plan. Defined business niche with long time customer base Barriers to entry
Acquisitions Under Consideration: $5MM revenue mineral company with $1.3MM of EBITDA. Complementary product
offering, synergistic location. Cash transaction with earn out provision.
$4MM ore property with $400K EBITDA. Customer base is cement oriented and could provide cross sell opportunities. Stock transaction.
IndustryExternal Growth Opportunities
37
Executive Summary
ZEOX CORPORATION
Mr. Garold (“Gerry”) Spindler Wealth Of Operating Experience Previous CEO of Large Public Companies
Pittson Coal Cyprus Amax Coal UK Coal St. Cloud
Extensive Mining & International Experience Ability to Lead and Build
Mr. Michael Shea 25+ Year Corporate Finance Experience Bank of America, Citigroup, GE Capital Investor Interface Mergers & Acquisitions Restructuring
Background
39
Transaction Overview
ZEOX CORPORATION
Market Reaction
41
Market Reaction was favorable to change of management (8/24/09)
Current Share Price Includes Acquisition Potential
Share Price holding despite sell side pressure from Hogg & Logician
Market waiting for details of the contemplated Merger
ZEOX CORPORATION
Garold “Gerry” Spindler
CEO
(203) 761-1291
Michael Shea
CFO
(203) 210-5614
Business OverviewContact Information
43