Our mining experience is pre-eminent. 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.
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.
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.
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.