RE: RNS - Warrants5 Jul 2025 18:42
Hawaiifive0, im sure you’ve seen this post before? A bit long but worth the read?
The Dilution Dilemma
Among the things resource investors fear the most—or should fear the most—is shareholder dilution. That’s why my due diligence always includes a look at a company’s share capital structure.
It goes like this…
Moosepasture Exploration Co. has a bunch of moose pasture in Canada to explore, but no revenue. It starts out with a very clean, tight share structure, say 10 million shares, a million options, no warrants, and $2 million in cash. The shares trade for $1. Let’s also say management is wise and frugal and don’t blow it all on fancy office space, but spend most of it peeling back the moose moss to look at the rocks underneath.
Then what happens?
If they’re lucky, they find some encouraging indications of valuable minerals under the moss. But now they only have $1 million left, and it’s going to cost at least twice as much to drill the project and give their potential discovery a good test.
If they’re not so lucky—which would be completely normal—they still spent $1 million and are no better off than before. But they don’t want to keep exploring without topping up the treasury, because the worst time to go to the markets for money is when you desperately need it.
Either way, they need to raise more money. Borrowing it when they have no income and no guarantee of success would be insane, so they have to issue new shares in a private placement. It’s like an IPO, except that it’s not initial. And it’s called private because it’s done directly between the company and qualified investors, not via the stock exchange.
So let’s say they were lucky and the stock is up to $1.30 when they go to the market for money. They offer a private placement with five million units at $1.25. To sweeten the deal and make sure they raise all the money they can while the stock is up (and they still don’t have an actual deposit in hand), the units include a share and a full warrant, good for two years, exercisable at $1.50.
The offering is a success. The company now has 15 million shares issued and outstanding. It’s 21 million fully diluted—counting the five million warrants and the one million options.
That’s fine, but the ownership of the initial shareholders is diluted by 50% more shares being issued.
This usually happens every year or two, until the exploration company makes a discovery or goes out of business. Some years are luckier than others, enabling the company to raise more money with minimal dilution. Some years, a company can deliver great results on the ground, but the markets are down, and it’s forced to issue more shares at lower prices. That creates more dilution, despite excellent, value-adding work. Unless shareholders participate in every private placement along the way to maintain ownership, their share of whatever gets discovered is decreased every time the company raises money.