MESABI TRUST
For the period ended Jan 31, 2024. Filed Apr 24, 2024.
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FY2024 · Filed Apr 24, 2024
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EX-13 — EX-13
Exhibit 13
ANNUAL REPORT OF THE TRUSTEES OF
MESABI TRUST
For The Fiscal Year Ended January 31, 2024
ADDRESS
Mesabi Trust
c/o Deutsche Bank Trust Company Americas
Trust & Agency Services
1 Columbus Circle, 17th Floor
Mail Stop: NYC01-1710
New York, NY 10019
(904) 271-2520 (telephone)
www.mesabi-trust.com
REGISTRAR AND TRANSFER AGENT
Deutsche Bank Trust Company Americas
LEGAL COUNSEL
Fox Rothschild LLP
REGISTRANT INFORMATION
Mesabi Trust maintains a website that provides access to its annual, quarterly, and other reports it files with the Securities and Exchange Commission. Such reports can be accessed at www.mesabi-trust.com. Mesabi Trust will provide, upon the written request of any Unitholder addressed to the Trustees at the above address and without charge to such Unitholder, (i) a paper copy of Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024 (the “Annual Report”) as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and (ii) the Trustees’ Code of Ethics.
Table of Contents
| | Page |
|---|---|
| OVERVIEW | 1 |
| RISK FACTORS | 4 |
| OVERVIEW OF TRUST’S ROYALTY STRUCTURE | 17 |
| TRUSTEES’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 21 |
| Results of Operations | 21 |
| Liquidity and Capital Resources | 26 |
| Off-Balance Sheet Arrangements | 26 |
| Contractual Obligations | 26 |
| New Accounting Standards | 26 |
| Critical Accounting Estimates | 26 |
| Current Developments | 28 |
| TO THE HOLDERS OF CERTIFICATES OF BENEFICIAL INTEREST IN MESABI TRUST | 31 |
| The Trust Estate | 31 |
| Duration of the Trust Estate | 32 |
| History of the Trust’s Acquisition of The Trust Estate | 33 |
| Description of the Mineral Properties and Northshore’s Mining Operations | 36 |
| Leasehold Royalties | 39 |
| Land Trust and Fee Royalties | 41 |
| Trust Expenses | 41 |
| Unallocated Reserve | 43 |
| Certificates of Beneficial Interest | 43 |
| The Trustees | 45 |
| INDEX TO FINANCIAL STATEMENTS | F-1 |
Special Note Regarding Forward-Looking Statements
This report contains certain forward-looking statements with respect to iron ore pellet production, iron ore pricing and adjustments to pricing, shipments by Northshore Mining Company (“Northshore”) during 2024, royalty (including bonus royalty) amounts, and other matters, which statements are intended to be made under the safe harbor protections of the Private Securities Litigation Reform Act of 1995, as amended. Actual production, prices, price adjustments, and shipments of iron ore pellets, as well as actual royalty payments (including bonus royalties) could differ materially from current expectations due to inherent risks and uncertainties such as general adverse business and industry economic trends, uncertainties arising from war, terrorist events, the impact of the coronavirus (COVID-19) pandemic and other global events, higher or lower customer demand for steel and iron ore, decisions by mine operators regarding curtailments or idling production lines or entire plants, environmental compliance uncertainties, difficulties in obtaining and renewing necessary operating permits, higher imports of steel and iron ore substitutes, processing difficulties, consolidation and restructuring in the domestic steel market, market inputs tied to indexed price adjustment factors found in some pellet supply agreements between Cleveland-Cliffs Inc. (“Cliffs”) and its customers (“Cliffs Customer Contracts”) resulting in future adjustments to royalties payable to Mesabi Trust and other factors. Further, historically some of the royalties earned by Mesabi Trust have been based on estimated prices that are subject to interim and final adjustments, which can be positive or negative, and are dependent in part on multiple price and inflation index factors under agreements to which Mesabi Trust was not a party and that were not known until after the end of a contract year. Although the Mesabi Trustees believe that any such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which could cause actual results to differ materially. Additional information concerning these and other risks and uncertainties is contained under the caption “Risk Factors” in Mesabi Trust’s filings with the Securities and Exchange Commission, including this Annual Report. Mesabi Trust undertakes no obligation to publicly update or revise any of the forward-looking statements made herein to reflect events or circumstances after the date hereof.
Mesabi Trust qualifies as a “Small Reporting Company” under Item 10(f)(1) of Regulation S-K. Therefore, Mesabi Trust has determined to comply with the disclosure requirements applicable to Smaller Reporting Companies in this Annual Report on Form 10-K. Mesabi Trust has elected to voluntarily include certain disclosures not required by a Smaller Reporting Company.
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