Structuring Mining and Resources Transactions (Morning 9-12)
This seminar will provide an overview of key structuring concerns for resources joint ventures, mergers and acquisitions. We will discuss aspects that can impact on a successful transaction, and review principal legal and commercial terms. Consideration will be given to recent developments in the sector, including valuation challenges, operational control matters, and managing investments with new investors into the resources sector. The seminar is appropriate for any resources sector participant consider to joint venture or sell or acquire resources assets.
We will address:
- What is a Joint Venture (incorporate and unincorporated)
- How are unincorporated joint ventures structured
- What are key considerations in an M&A transaction
- Overview of recent M&A Transactions in Australia
- Managing valuation risk in a transaction
- Consideration of operational control and liabilities which can attach to investors
- Considerations of governing law, arbitration, and dispute resolution
- Managing international investment risk through bilateral investment treaties
- Overview of foreign investor regulatory requirements
Participants will leave with an enhanced understanding of investment structures into resources projects and assets in Australia and internationally.
Off-take, Marketing, Streaming and Take or Pay Agreements (Afternoon 2-5)
Resources investments are dependent on effective off-take and marketing arrangements. These can take a variety of forms, from long term off-take contracts which underwrite large investments into infrastructure, to spot cargo agreements. Streaming agreements have recently provided a major new source of funding for projects and provide their own unique challenges to effectively implement. Often major resources projects will rely on take or pay arrangements as well to ensure access to logistics. This seminar will review each of these commercial contract structures and consider key issues that are relevant for the investor, mine owner and managers, and off takers.
We will address:
- Key provisions of Long Term Off-take Agreements,
- Understanding Marketing Agreements and managing key risks
- Understanding Streaming Agreements and their structures
- Considering standard Take or Pay Agreements
- Consideration of key risks in marketing transactions
- Areas of dispute and management of dispute resolution
- Discussion of current unwinding efforts of Take Or Pay Contracts
- Consideration of Severe Weather Events and related risks to commercial contracting