Charltons are frequently retained by natural resources companies, financial institutions and leading international law firms to provide strategic counsel in relation to mergers and acquisitions in the natural resources sector. We advise on share and asset sales and transfers, take-overs, take-over defences, amalgamations and plans of arrangement. Our lawyers combine expert technical advice with a pragmatic and commercially informed approach.
At Charltons we are committed to helping our clients succeed. We appreciate that natural resources companies, particularly junior and pre-production companies, operate in an environment in which otherwise straightforward commercial transactions are often complicated by a unique combination of technical, financial, regulatory and legal challenges.
Charltons’ mergers and acquisitions advice covers:
Takeovers, mergers and acquisitions in both private and public markets
Due diligence investigations
Management/leveraged buyouts
Privatisations
Group restructurings and reorganisations
Corporate finance and structuring
Asset/project acquisitions
For further information about Charltons’ mineral company M&A and natural resources practice, services, experience and transaction highlights please also visit our dedicated natural resources law website.
Other than typical warranties (including warranties relating to tax and environment issues), the sale and purchase agreement of a mineral company mergers and acquisitions (M&A) transaction would include certain warranties relating to the mining interests the subject of the transaction. Below are some typical warranties:
In relation to the Mining Interests, to the best of the Vendor’s knowledge:
the Vendor Group is the exclusive owner of the Mining Interests (set out in Schedule X to be owned by it) and has fully complied with all material terms and/or conditions relating to the Mining Interests, whether in connection to their rightful and legal judicial constitution or rightful and legally valid and binding acquisition. The Vendor Group has not received any notice of cancellation or suspension of any of the Mining Interests for any reason and no ground exist for receipt of any such notice;
the Mining Interests are validly in force pursuant to all applicable laws and the Vendor Group has full power and capacity to conduct its business therein;
the Mining Interests are free and clear from any and all recorded encumbrance and no part thereof has been released, relinquished or surrendered or become subject to any charge, mortgage, pledge, assignment, licence or other encumbrance;
the Vendor Group has performed and complied in all material respects with all applicable obligations, requirements, statutes, rules, orders, directives, regulations, bye-laws and other relevant legislation, with respect to the Mining Interests whether statutory or imposed by any competent governmental agency, save where the failure so to perform or comply will not have a Material Adverse Effect on the Vendor Group;
there is no pending action, or any fact that could derive in the commencement of an action with respect to the Mining Interests;
the Mining Interests title comply with all legal provisions, are in good standing and all mining fees have been duly, fully and timely paid;
there is no occurrence of any event or circumstance that could cause the Mining Interests to be subject to re-possession or confiscation by competent governmental agency;
there is no claim, that could affect the free exploration, exploitation, value or ownership, possession or tenancy of the Mining Interest;
there is no third party holding mining interests or mining claims that have or could have a preferential right in respect of the Mining Interests, nor that third parties have claimed mining rights over the same area covered by the Mining Interests;
any and all documents, agreements and arrangements entered into between any of the Vendor Group Companies and any government agency or other persons or entities giving the Vendor Group any right, title or benefit over the Mining Interests are in full force and effect and are not subject to any material breach or default by any party to them and the Vendor Group is not aware of any circumstances which are likely to give rise to the same;
the areas delineated by the coordinates given in Schedule X includes all areas to which the Mining Interests apply;
no Person other than a Vendor Group Company has any agreement, option or right for the assignment of all or part of the Mining Interests;
the Mining Interests listed in Schedule X include, without any omission or inadvertence on the part of the Vendor Group, all Mining Interests in full force and effect obtained or held by the Vendor Group prior to or at the time of Completion; and
none of the Vendor Group Companies owns (whether or not under licence or any other arrangements or otherwise) any interests in real properties and mines other than the Mining Interests.
