概览

矿业是Mayer Brown的核心业务领域。通过数十年来为矿业客户提供法律服务,我们对这一行业的独特性以及客户的需求掌握了深入的见解。Mayer Brown全球矿业团队的业务遍及全球,所提供的法律服务涵盖各类交易,其中包括项目融资、环境、公司法、建筑、保险及大宗商品事宜。

我们的律师经验丰富,经常协助矿产生产商以及为采矿业提供融资服务的机构处理他们所面临的各种日常法律、金融和运作问题。

 

“矿业是Mayer Brown特别擅长的领域,为其赢得无数嘉奖。”—《钱伯斯环球》2010年刊

“Mayer Brown International LLP是矿业领域的‘项目融资翘楚’。”-《英国法律500强》2011年刊

我们提供的服务包括以下方面:

  • 项目融资 就项目融资(既包括传统的银行贷款也包括资本市场融资)、筹资及生产融资事宜提供法律意见。我们还就融资相关事宜提供法律意见,例如:对冲结构设计及文件制备,以及监管方面的法律意见;租赁、转让、运营及勘探协议的谈判、审阅及起草。
  • 企业融资 向矿业公司就债务资本市场及股权资本市场融资事宜提供法律意见。
  • 建筑及工程 就工程总承包(EPC)、工程承包管理(EPCM)及其他项目合同提供法律意见,其中既涉及在岸及离岸结构,也涉及统筹、承购协议以及履约担保。
  • 公司并购 就合并、投资合资公司以及资产交换、已投产及未开发矿业资产的收购及处置提供法律意见。
  • 环境及规划 就环境及规划顾问的委任、环境影响评估、赤道原则提供法律意见;对许可证、同意、环境风险分摊进行审核;就《关于化学品注册、评估、许可和限制法规》(REACH)及企业社会责任政策提供法律意见。

提供上述服务的律师均具有多个司法管辖区的执业资格,且大多精通多门语言。他们擅长就大型矿业交易提供法律服务,拥有在项目所在国工作的第一手经验。

我们的全球矿业团队由众多在业界处于领先地位的律师组成,多次被权威的独立法律排名机构评为矿业及矿产领域的顶级法律服务供应商。近年来,我们参与了多个备受关注的矿业交易,其中多个交易被独立法律排名机构评为年度最佳交易,下文简要选列其中的代表性交易:

  • Boseto(博茨瓦纳)-被《项目融资杂志》评为“2011年非洲最佳矿业交易”。
  • Kwale钛矿砂(肯尼亚)-被《矿业杂志》评为 “2011年最佳开发融资交易”;被《国际项目融资》评为“2011年非洲最佳矿业交易”。
  • Boleo(墨西哥)-被《国际项目融资》评为“2010年拉丁美洲最佳矿业交易”;被《矿业杂志》评为“2010年勘探与开发融资奖”。
  • Bisha(厄立特里亚)-被《国际项目融资》评为“2009年非洲最佳矿业交易”。
  • 第一昆腾矿业公司(赞比亚、毛里塔尼亚、刚果民主共和国)-被《项目融资杂志》和《贸易融资杂志》评为“2007年度最佳交易”。
  • Talvivaara(芬兰)-被《项目融资杂志》评为“2007年欧洲最佳矿业交易”。
  • Tiomin(肯尼亚)-被《矿业周刊》评为“2006年最佳发展项目融资交易”。
  • Voshkod铬(哈萨克斯坦)-被《项目融资杂志》评为“2006年欧洲最佳矿业交易”。
  • Kupol金银矿(俄罗斯)-被《项目融资杂志》和《国际项目融资》评为“2005年欧洲、中东及非洲最佳矿业交易”。

除以上奖项外,我们还因在阿富汗制定矿业法律框架过程中发挥重要作用而荣获英国《金融时报》2011年创新律师大奖之“杰出律师行大奖”。

相关执业范围

执业经验

We have extensive mining experience around the world, including:

Americas
Asia
Europe
Africa

Americas 

Brazil

  • We represented a major company in the Brazilian mining sector in a total equity participation sale.
  • We advising ArcelorMittal Brasil on litigation regarding the company’s name.
  • We advised major company in the Brazilian mining sector on the sale of mining assets.
  • We advised Vale S/A on the sale and transfer of aluminum division, including port facilities, pipeline, farms and smelter and refinery plants.
  • We advised a leading energy and resources private equity firm on the restructuring their investments in Brazilian mining.

Chile

  • We advised Mitsubishi and subsidiary company, MC Inversiones, on the purchase of a 25% stake in Chilean mining enterprise, Compañía Minera del Pacifico.
  • We advised the lenders in respect of a loan to a mining company in connection with the refinancing of an existing project finance facility for the Franke copper mining project in Chile.
  • We represented JECO 2 LTD, a joint venture owned by Mitsubishi Corporation, Nippon Mining & Metals Co., Ltd., and Mitsubishi Materials Corporation, in the purchase of an interest in Minera Escondida Limitada, the largest copper mine in the world.

Peru

  • We advised Société Générale and Scotiabank on the financing of an acquisition of a copper mine in Peru.
  • We represented The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP Paribas, Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. in a US $1.8 billion financing for Sociedad Minera Cerro Verde S.A.A. The proceeds will be used to finance a portion of the cost of the US $4.6 billion expansion of the Cerro Verde copper and molybdenum mining complex in Peru.
  • We advised Credit Suisse with respect to its $130 million financing of the acquisition by Compania Minera Milpo of a controlling interest in Compania Minera Atacocha, a Peruvian mining company.

Uruguay

  • We advised on the debt project financing for the development of San Gregorio gold mine.

Mexico

  • We advised the lenders (including a number of ECAs) on the project financing and restructuring of a zinc, copper, cobalt and magnesium mine in Baja California Sur.
  • We represented Credit Suisse as Administrative Agent and as Lender with respect to a $90 million secured credit facility for a publicly traded Mexican mining company.

The United States

  • We represented NM Rothschild Sons Ltd. as agent in project financing for development of the Fort Knox gold mine in Alaska.
  • We represented bank of Nova Scotia as initial lender and Scotia Capital as arranger of a $380 million acquisition financing for Hecla Mining Company to purchase all of the equity interests in the Greens Creek mine and related venture near Juneau, as well as several follow-on financings.
  • We represented the agent on a limited recourse financing for the expansion of Copper smelter, mine and SX/EW operation in Miami, now owned by Freeport.
  • We represented the lender in a leveraged lease financing the Silver Bell Mining, L.L.C.’s mine and facilities in Pima County.
  • We represented Bayerische Hype- und Vereinsbank AG on the project of financing of the Bowie Mine.
  • We represented the Bank of Nova Scotia as agent in the financing for the construction of Lundin’s Eagle Mine in the Upper Peninsula of Michigan.
  • We represented successive agents for lenders groups in several development financings for Stillwater Mining company, used to refinance existing credit facilities and to fund the expansion of palladium mines in Nye and East Boulder.
  • We represented NGPC Asset Holdings as administrative agent in a $36 million term loan and mezzanine financing for Alden Resources and the related acquisition by Alden of Specialty Coal Processing and Goodin Greek Mining.
  • We represented Loan Tree Mining Gold on a loan financing for a mine in Nevada.
  • We represented on a gold loan financing for a new mine involving rabbit Creek Mining.
  • We represented Santa Fe Pacific Gold Corporation in a gold loan financing for a new mine in Humboldt County.
  • We represented NM Rothschild & Sons Ltd. as agent in the financing of the development of the Bullfrog Mine in Nevada.
  • We represented parties in financing and development transactions or gold and silver mines for many years, in places such as Hycroft, Mesquite and Hayden Hill.

Cross Border 

  • We represented large steel producer in three AAA or ICDR cases involving pricing, quantity and delivery disputes relating to long-term iron ore contracts. Many of the issues were related to the changes in the world markets due to the abandonment of the annual benchmark system by the world’s three largest iron ore mining companies. The disputes were resolved in a ‘global’ settlement.
  • We represented a Brazilian steel producer in an AAA/ICDR arbitration brought by a U.S. coal company. The dispute concerned whether our client was excused from taking full contract amounts of metallurgical coal during Global Economic Crisis in 2008-2009. The matter settled on terms favourable to our client.
  • We represented utility owners in federal court in breach of contract claims against a coal company for failing to have coal mine producing and delivering sufficient coal to meet contractual requirements. Many of the coal company’s defenses related to alleged force majeure events when the coal company had difficulty obtaining a dragline due to an increased world demand for mining equipment and from the delays in the erection of the dragline.
    • We advised the sponsor on a credit facility for Yamana Gold, a Canadian mining company with operations across Central and South America.

Asia 

Afghanistan

  • We advising the Afghanistan Government in the development of a legislative and regulatory framework as well as in the implementation of a tendering process for the country’s mining industry.

Australia

  • We advised on the proposed project financing of Forrestania nickel deposit operated by Outokumpu.
  • We acted for CITIC Pacific in relation to Stock Exchange compliance aspects of the acquisition by a wholly-owned subsidiary of CITIC Pacific of mining rights over potentially 6 billion tonnes of magnetite ore over an area in the western Pilbara region of Western Australia located near the mouth of the Fortescue River for US$215 million plus estimated capital expenditure of US$1.37 billion for the first 1 billion tonnes of magnetite ore, and for US$200 million plus estimated capital expenditure of US$1.1 billion for the second 1 billion tonnes of magnetite ore.

China

  • We advised in connection with the financing and development of Jianchaling gold mine.

Indonesia

  • We advised a client on regulatory barriers to its investment in Batu Hijau copper/gold mining project.
  • We advised PT Indika Energy Tbk, an integrated Indonesian energy group, on the issuance of US$500 million of Indo Energy Finance II B.V.’s 6.375% senior notes due 2023. The landmark bond issue represents the first Southeast Asia U.S. dollar-denominated high yield new issue in 2013 and the first Indonesian issuer within the “single-B” ratings category to complete a 10-year U.S. dollar-denominated bond offering. Furthermore, this deal bears the lowest coupon and yield ever achieved for a 10-year Asian high yield corporate issue.
  • We advised on the exchange offer of Indo Integrated Energy B.V.’s 8.50% Senior Notes due 2012 for Indo Energy Finance B.V.’s 7.00% Senior Notes due 2018, together with simultaneous consent solicitations for the 2012 Notes and Indo Integrated Energy II B.V.’s 9.75% Senior Notes due 2016. This transaction represents one of the most complex liability management transactions from Indonesia in recent years.

Kazakhstan

  • We advised the lenders on the $90 million financing of the Karchiga Project.
  • We advised the lenders on a loan facility to Oriel Resources plc, a London based chrome and nickel mining and processing company for the Voskhod Chrome Project.

Kyrgyzstan 

  • We advised on the development and financing of Kumtor gold mine.
  • We advised Chaarat Gold Holdings on an international tender for its gold processing plant and related infrastructure in the Kyrgyz Republic, including drafting a lump sum turnkey EPC contract for the project.

Mongolia

  • We advised in connection with the financing of the Oyu Tolgoi mine in Mongolia.

Tajikistan

  • We advised a foreign investor in a joint venture with Tajik mining enterprise in respect of a project to explore and develop a precious metals deposit in the northern region of Tajikistan.

Turkmenistan

  • We advised the Government of Turkmenistan with respect to certain natural resource ventures with foreign companies.

Uzbekistan

  • We advised on the development of Amantaytau and Daugystau gold deposits.

Vietnam

  • We advised a Chinese company on its acquisition of a TNX listed nickel mining enterprise.
  • We advised CAT Financial as lender in connection with a mining equipment lease financing for PT Machinery & Equipment (aka Phu Thai Leasing) for the development of the Dong Bac coal mine in Vietnam.

Europe 

Armenia

  • We advised the finance parties on the US$150 million revolving credit facility for the Dundee Group operating in Namibia, Armenia and Bulgaria.

Bulgaria

  • We advised the finance parties on the US$150 million revolving credit facility for the Dundee Group operating in Namibia, Armenia and Bulgaria.

Finland

  • We advised Nordic Mines on the financing of a gold mine in Finland and on restructuring of the project finance facilities provided by its lenders.
  • We advised the lenders on the financing and refinancing of a nickel mine in Sotkamo Finland being developed by Talvivaara.
  • We advised the lenders on the financing of the Kevitsa mine in Finland.

Greenland

  • We advised clients in connection with the potential financing of the Nalunaq gold project.
  • We are advising on a royalty arrangement in connection with a uranium mine.

Ireland

  • We advised the financiers of a debt project financing for development of Galmoy zinc mine.

Portugal 

  • We advised the lenders in relation to the financing of a zinc mine.

Russia

  • We advised on the project financing for the Kupol gold mine in Eastern Russia, the largest mining project in Russia to date. The team also acted on the subsequent corporate loan financing for the development of the mine.
  • We advised a manufacturer of longwall mining equipment in an ICC arbitration in London brought by the owner of a coal mine in Western Siberia who was seeking to recover more than $100 million for alleged breach of contract and breach of warranties due to alleged defects in the design and manufacturing of the equipment and for late delivery. The matter involved significant engineering issues. After a four week evidentiary hearing, the Tribunal issued an award substantially upholding our clients’ position.

Spain

  • We advised the sponsor on the project financing of the Aguas Teñidas copper-zinc mine.

Sweden

  • We advising the lenders on the financing of an iron ore mine.

Turkey

  • We advised the lenders on the financing and development of a gold mine in the Erzincan province of Turkey.
  • We advised the sponsors on the financing of a nickel mine.

Ukraine

  • We advised the project sponsors on the project financing for the development of a coal mine, with two vertical shafts with a depth of over 900m.

United Kingdom

  • We advised Wolf Minerals in equity fundraising by way of an institutional placing for gross proceeds of approximately £100 million for the construction and development of the Hemerdon tungsten and tin project in Devon (expected in 2016).
  • We advised Wolf Minerals Limited on its AIM listing and on the project financing for the construction and development of a tin and tungsten mine in Hemerdon, Devon.
  • We advised Insinger de Beaufort in relation to the admission to AIM of Pan Pacific aggregates plc, now Astar Minerals Plc.
  • We advised the German equipment suppliers in connection with a dispute with its local JV partner relating to the Boulby Potash mine in Yorkshire

Africa 

Botswana

  • We advised Discovery Metals on the project financing of the Boseto copper mine.

Burkina Faso

  • We advised a project sponsor on the project financing of the Inata gold mine in Burkina Faso, from mining licence through to project documents and financing.
  • We advised the finance parties on the restructuring of the US$200 million facility, following the acquisition of a key Canadian mining group, with combined gold operations in Mali, Burkina Faso, Ivory Coast and Ghana.
  • We advised the lenders on the project financing of two gold mines in Burkina Faso.

Central African Republic

  • We advised the project sponsor in connection with the project financing and development of a goldmine.

Congo-Brazzaville

  • We advised a Swiss offtaker on the first project financing and offtake agreement for the Kouilou Potash Project, a proposed US$412 million development.

Côte D’Ivoire

  • We advised the finance parties on the US$350 million restructured facility for Endeavour mining with combined gold operations in Mali, Burkina Faso, Ivory Coast and Ghana.
  • We advised an Asian manganese producer and trader on its possible investment in a manganese mine.

Democratic Republic of Congo

  • We advised the Mandate Lead Arrangers in connection with a facility to First Quantum Minerals relating to the refinancing and development of copper and gold mines in the Democratic Republic of Congo, Mauritania and Zambia.
  • We advised a leading Chinese mining company on its proposed acquisition of copper assets in the DRC.
  • We advised Xiangguang Mining Holdings Limited on its mining project in the DRC.

Egypt

  • We advised a mining equipment manufacturer in an investor-state dispute against the Arab Republic of Egypt relating to a phosphate mine in Egypt. Egypt claimed that our client breached its contract and warranties by improperly designing and erecting the longwall and related equipment. As a result of pursuing arbitration at the International Centre for the Settlement of Investment Disputes (‘ICSID’), we were able to obtain a settlement on terms favorable to our client.

Eritrea

  • We advised Nevsun Resources on the first project financing in Eritrea for the development of a gold/copper/zinc/silver deposit.

Gambia

  • Advising on a number of arbitration matters connected with the mining industry.

Gabon

  • We advised on the negotiation of a JV agreement with a state-owned company in Gabon in connection with a gold mine.
  • We advised the finance parties on the US$350 million restructured facility for Endeavour mining with combined gold operations in Mali, Burkina Faso, Ivory Coast and Ghana.

Ghana

  • We advised the arrangers of a debt financing for development of the Wassa, Tackwa and Bibinni gold mines.
  • We advised arrangers of debt financing for development of the Bibiani gold mine.
  • We advised arrangers of debt financing for development of the Tarkwa gold mine.
  • We advised the finance parties on the US$350 million restructured facility for Endeavour mining with combined gold operations in Mali, Burkina Faso, Ivory Coast and Ghana.

Guinea

  • We advised the lenders on a project finance facility for the development of a bauxite mine.
  • We advised on a trust agreement and documents for a mining project.

Kenya

  • We advised the lenders in connection with the financing to Kwale Mineral Sands Project.
  • We advised Tiomin Resources in connection with its US$201 million mineral sands project for extraction of titanium and zircon.

Liberia

  • We represented Nedbank Capital and Rand Merchant Bank as arrangers in relation to a project debt facility to be made available to Bea Mountain Mining Corporation in relation to the New Liberty gold project in Liberia.

Malawi

  • We advised the lenders on a project finance facility for the development of a uranium mine.

Mali

  • We advised the arrangers of a financing for the development of the Loulo gold mine.
  • We advised the arrangers of a debt financing for the development of the Morila gold mine.
  • We advised the finance parties on the US$350 million restructured facility for Endeavour mining with combined gold operations in Mali, Burkina Faso, Ivory Coast and Ghana.

Mauritania

  • We advised to Sphere Minerals in connection with the implementation of the group’s mining activities in Mauritania, including the development of the Askaf, Lebthenia, Aoueoua and El Aouj projects (exploration and exploitation licences).
  • We advised mandated lead arrangers in connection with a facility to First Quantum Minerals Ltd relating to the refinancing and development of the Guelb Moghrein copper-gold mine in Mauritania, the Democratic Republic of Congo and Zambia in 2006 and 2014.
  • We advised on a joint venture with SNIM to develop an iron ore mine in Mauritania including negotiating infrastructure contracts for rail, port and power facilities.
  • We advised Xstrata on its $323 million takeover of Sphere Minerals.
  • We advised on a joint venture connected with a major iron ore project in the Guelb region of Mauritania.

Mozambique

  • Tauil & Chequer in Association with Mayer Brown advised a major mining company: in the drafting and negotiation of a Coal Supply Agreement in Maputo, Mozambique; and in the negotiation of a Concession Agreement with the Government of Mozambique.

Namibia

  • We advised Namibia Copper Mines inc., in connection with the development and financing of the Haib copper mine.
  • We advised the lenders on the financing of mining equipment.
  • We advised the finance parties on the US$150 million revolving credit facility for the Dundee Group operating in Namibia, Armenia and Bulgaria.

Republic of Congo 

  • We advised a chemical offtaker on the first project financing and offtake agreement in the Republic of Congo for the Kouilou Potash Project.

South Africa

  • We advised one of the largest steel producers in the world on a major arbitration in relation to mineral rights.
  • We advised a bank group in the debt acquisition financing for a mining company.

Tanzania

  • We advised African Eagle Resources on construction and engineering contracts in relation to the Dutwa project.

Zambia

  • We advised the lenders on a debt facility to the expansion of the Kansanshi Copper project.
  • We advised the lenders on a senior debt facility for the development, construction costs and working capital for the Munali nickel mine.
  • We advised the lender in debt financing for development of the Dunrobin mine.
  • We advised the Mandated Lead Arrangers in connection with a facility to First Quantum relating to the refinancing and development of copper and gold mines in the Democratic Republic of the Congo, Zambia and Mauritania in 2006 and 2014.

Zimbabwe

  • We advised the lenders on a project finance facility for the development of a platinum mine.

奖项荣誉

We have been working on a number of mining deals that have been awarded "Deal of the Year" status by project finance publications, including:

  • SASA Mine (Republic of Macedonia) - Trade & Forfaiting Review deal of the year winner for Lynx Resources USD 75m debt raise
  • Yaramoko Gold (Burkina Faso) – "Africa – Mining and Metals Deal of the Year 2015" IJGlobal Europe & Africa Awards
  • Cerro Verde (Peru) - Best Mining Financing; Best Loan 2014 LatinFinance
  • Endeavour Mining – African Mining Deal of the Year 2013 Project Finance Magazine
  • Wolf Minerals (Devon, southwest England) – European Mining & Metals Deal of the Year 2013 Project Finance Magazine
  • New Liberty gold project (Liberia) – Development Funding Deal of the year 2013 Mining Journal
  • Boseto (Botswana) - African Mining Deal of the Year 2011 Project Finance Magazine
  • Kwale mineral sands project (Kenya) – Development Funding Deal of the Year 2011 & 2006 Mining Journal and Africa Mining Deal of the Year 2011 Project Finance International
  • Boleo mine (Mexico) – Latin America Mining Deal of the Year 2010 Project Finance International; Exploration and Development Funding Award Mining Journal
  • Bisha project (Eritrea) - Africa Mining Deal of the Year 2009 Project Finance Magazine
  • First Quantum Minerals (Zambia, Mauritania, DRC) – Deal of the Year 2007 Project Finance Magazine; Trade Finance Magazine
  • Talvivaara (Finland) – European Mining Deal of the Year 2007 Project Finance Magazine 2007
  • Tiomin (Kenya) – Development Funding Deal of the Year 2006 Mining Journal
  • Voshkod Chrome (Kazakhstan) – European Mining Deal of the Year 2006 Project Finance Magazine
  • Kupol Gold & Silver (Russia) – EMEA Mining Deal of the Year 2005 Project Finance Magazine, Project Finance International

Mayer Brown was recognized as a stand-out firm in the Financial Times Innovative Lawyer Awards 2011 for our instrumental role in the development of a legal framework for Afghanistan’s mining industry.

We were awarded Infrastructure/Energy Team of the Year at The Lawyer Awards 2012 for the team's pioneering work in developing a legal framework to make mining possible in Afghanistan.

Our team was recognized for Commercial Awareness by Chambers UK 2012 – “It [the team] understood what was required and how contracts need to be managed, rather than just prepared. Its advice is sound and it is good on the detail too.”