Perceived value, greater accessibility to projects in emerging markets, value-adding technological advancements and projected strong future demand for resources means that private equity (“PE”) is increasingly willing to support the exploration, asset development and expansion plans of natural resource companies.

Charltons is experienced in advising natural resource companies seeking to raise PE finance along with institutional, PE and venture capital investors pursuing opportunities in the natural resource sector.

At Charltons we appreciate the many factors which affect, and often complicate, resource sector PE decision making. Whether advising natural resource companies or investors, we dedicate ourselves to working towards the implementation of successful investment strategies that generate returns for stakeholders while ensuring continued sustainable growth.

Charltons can assist natural resource companies by:-

• Conducting due diligence
• Assisting in the preparation of information memoranda or other investor “teasers”
• Assisting with placings to existing shareholders (where option is available)
• Drafting share sale / subscription agreements and shareholder agreements
• IP protection
• Injection of PE capital via both incorporated and unincorporated joint ventures
• Drafting and/or review of JVA’s, PSC’s, Infrastructure agreements, construction agreements, equipment agreements, operating agreements, maintenance agreements, and product purchase agreements.
• Where applicable, the drafting and/or review of “off-take” agreements

Charltons can advise investors in the natural resources sector on:-

• Placings to existing shareholders (where option is available)
• Drafting share sale / subscription agreements and shareholder agreements
• IP protection where investor / farm-in party contributes IP
• Injection of PE capital via both incorporated and unincorporated joint ventures
• Where applicable the drafting and/or review of “off-take” agreements
• Exit strategies (including Hong Kong IPOs)
• Representing PE investor as shareholder
• Advising the PE investor’s board representative (where applicable)
• Putting in place corporate governance policies and practices to protect investor / investment
• Conflicts of interests with the invested company
• Freedom to transfer interests
• Investor rights
• Anti-dilution provisions
• Tag / drag along rights
• Borrowing and charges
• IP transfers

Charltons can assist lenders by: –

• Advising on the proposed project structure (including where applicable SPVs established to facilitate debt arrangement)
• Advising on the primary financing documents
• Conducting due diligence
• Advising on the provision of security and/or reviewing or drafting security documents as required
• Advising on insurance arrangements and review of insurance documentation
• Advising on the legal aspects of life of mine plans and development plans
• Advising on hedging arrangements
• Drafting and/or reviewing of off-take agreements, infrastructure agreements, construction agreements, equipment agreements, operating agreements, maintenance agreements, and product purchase agreements.

Charltons can assist financial institutions and borrowers by:

• Advising on primary financing documents
• Advising on the provision of security and/or reviewing or drafting security documents as required
• Coordinating the due diligence process on behalf of the miner borrower
• Review and/or drafting off-take agreements, infrastructure agreements, construction agreements, equipment agreements, operating agreements, maintenance agreements, and product purchase agreements
• Advising on equity contributions (where the financing model combines both debt and equity)
• Advising on the legal aspects of life of mine plans and development plans
• Advising on hedging arrangements
• Advising on option, warrants, and similar rights
• Advising on convertible debt securities

For further information about Charltons’ mining services, experience and transaction highlights please visit our dedicated mining website  www.charltonsmining.com.