John W Ffooks & Co - Strategy | Investment | Law > Africa
Hard Hats


Our mining experience is pre-eminent across Francophone Africa. From acting on the world’s largest single resource financing in 2008 to helping bring junior companies to market, we have the experience to deal with your mining project’s needs. Our experience ranges from due diligence, document creation and review, structuring appropriate corporate vehicles, multinational asset sale and purchase, listing and other corporate Opinions, asset verification and general corporate advice.

Our domestic mining law experience is considerable and includes all relevant environmental and regulatory considerations. We see an increase in activity in the mining sector across the region for the next 12 months, with possibly some at the corporate level, as the junior market picks up and distressed assets are acquired by new capital.

Aziana – From Greenfield Exploration to ASX Listing

We have been standing counsel to Aziana Ltd since their arrival in Madagascar over six years ago. We assisted them with their acquisition strategy for exploration ground, set up their Madagascar and offshore corporate structures and advised on all aspects of their implementation in Madagascar. We have most recently acted on their successful ASX listing, issuing title opinions and taking a lead role assisted by Australian counsel to oversee the legal aspects of the transaction to the satisfaction of the Exchange authorities.

Coal of Africa – ASX Listing

We were instructed by Australian counsel to the listed vehicle to carry out a thorough corporate due diligence on the Madagascar assets prior to inclusion in the listing. We reviewed the permit holdings, the corporate structure and advised generally on the legal environment in Madagascar to give comfort both to the Exchange authorities and the Board of the listed vehicle. We continue to advise the company following its successful listing and capital raising.

Capital Raising – Advice to Brokers

We were instructed by a London Brokers to advise on aspects of a fundraising by their Madagascar- based clients. The Brokers were keen to have advice independent from their Client’s counsel and retained us to oversee and comment on opinions and corporate structure. In addition we gave high- level advice on the political environment and its potential impact on the various legal processes in country.

Burkina Faso & Mali - Private Placement

We advised a major Canadian fund on its investment into mining assets in Burkina Faso and Mali. We conducted full due diligence on both the Burkinabé and Malian assets and provided detailed opinions to the client. We performed corporate and mining related searches in country (both in Ouagadougou and Bamako) and obtained relevant information from the respective Ministries responsible. We oversaw the perfection of various aspects of mining title with the Target’s in-country team and reported back to our client in real-time.

Indian Pacific Resources – Mining Investment

We are advising this Australian Junior on all aspects of its project development in Madagascar. We oversaw the acquisition of two local target companies, performing detailed due diligence prior to the acquisition and executing the corporate transaction after commercial terms were agreed. We liaise closely with senior management to advise on the letter of the mining code and LGIM, as well as the practical application of those, together with environmental laws which apply to the project.

Guinea – Mining Investment Pre-feasibility

We are advising a client on its potential investment into Guinea. We have reviewed all aspects of the mining code, as well as company law and law relating to employment, tax and real estate. We have completed detailed client-driven questionnaires, as well as providing detailed letters of advice on key issues such as the mining code, the investment code and overall legal risk.

Ambatovy Project - Mining Investment

We have advised the Ambatovy Project in Madagascar since its inception in 2003. We advise on the real estate and permitting aspects of its US$4.5bn investment in Madagascar. The client reached financial close for US$2.2bn of project financing in 2008 and we continue to advise the project directly. Issues include an extensive land acquisition programme, preparation for and conduct of a compulsory purchase (eminent domain) programme, advising on the law on large mining investments (LGIM), ensuring local law conformity with the international financing agreements, negotiating with key strategic partners, analysing risk and developing risk mitigation strategies and reviewing and revising agreements with consultants.

Ivory Coast – Detailed Due Diligence

We were instructed by a Canadian finance house to undertake a detailed due diligence of target assets in the Ivory Coast. Working with our colleagues in Abidjan, we gave detailed advice on a 24- hour basis during the intense pre-closing financing phase. We then conducted the due diligence on the targets in country for which we seconded one of our team members from Madagascar to bring experience and direction to the process.

LP Hill PLC – Tranomaro Mineral Development Corporation Ltd. Acquisition

We advised LP Hill Plc on its acquisition of Tranomaro Mineral Development Corporation Ltd, a company with uranium assets in the south of Madagascar. The Firm worked closely with the NOMAD and London Counsel and completed extensive due diligence, drafted all the mining permit transfer documentation, created the new (local) project vehicle, arranged share transfers between the parties and co-ordinated the closing of the transaction from the Malagasy perspective. We drafted and negotiated the key joint venture agreement with OMNIS, the party representing the Malagasy government and issued the corporate opinions required by AIM ahead of re-admission.

Exxaro Resources - Mineral Sands Pre-Feasibility

We advised Exxaro Resources of South Africa on the pre-feasibility and feasibility stage of its US$350m mineral sands project. Issues included a review of all applicable laws and regulations, the regulatory framework within the industry, environmental and social responsibilities as well as advice on how to deal with government agencies and ministries.

Asia-Thai Mining – PAM Madagascar Takeover

Advising a major Thai group in its acquisition of the Madagascar assets of a Canadian listed company. The team reviewed a large volume of documentation at very short notice to produce a detailed report for the Acquiror's board. This included not only mining assets, but a review of all corporate and commercial contracts, environmental obligations and personnel.

AIM – Reverse Takeover

Advising an AIM listed company on its reverse takeover of a Malagasy mining company. Our advice included review and verification of the company structure, reviewing and issuing an opinion on the licences and licence transfers, commenting on the share purchase agreement from a Malagasy law perspective as well as advising on the deal in a Madagascar context.

Jubilee Platinum PLC

We have advised Jubilee Platinum PLC on its activities in Madagascar since 2004. Advice has included joint ventures with various partners, a detailed review of all documentation relating to the company and producing a summary for the client together with recommendations. A shareholders agreement was drafted to regulate the relationships of the shareholders and to set out their respective obligations.

ASX - Pre-listing Due Diligence

Advising an Australian company on its pre-listing due diligence and preparation. We assisted them in ordering their assets correctly to simplify and speed up their listing process, as well as working in tandem with the listing authorities to highlight information gaps and rectify these in the shortest possible timeframe.

TSX-V – Joint Venture

Advising a Canadian listed gold mining company on its acquisition of mining assets in Madagascar. This included a due diligence review of the assets and corporate structure as well as advice on the joint venture structure, earn-in requirements and shareholder agreements to be put in place.