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Global Metals & Mining

Our Global Metals & Mining Group has been at the forefront of multi-jurisdictional M&A, alternative financing structures, major project developments and high stakes litigation.

We blend a deep bench of top-tier lawyers with significant industry experience and a relentless focus on achieving business objectives, managing risk and delivering value for our clients. We are trusted advisers to many of the global majors and our broad client base includes mid-tier and junior mining companies as well as streamers, lenders, private equity, strategic investors, traders and SOEs.

From our offices in Canada, London and New York, our regular on-the-ground presence in Australia, China, Latin America and West Africa and our global network of close relationships with market leading firms, our lawyers routinely work across borders, in several languages (including French, Spanish and Mandarin) and provide advice under both common law and civil law regimes (including the OHADA laws of West Africa).

Our dedicated team includes lawyers with in-house experience at some of the largest global mining companies. This helps ensure we always bring a real world perspective to finding solutions for our clients.

Our Global Metals & Mining Group is ranked Band 1 by Chambers Global for International and Cross-Border Mining.

Trends and Outlook:

Over the past ten years since the global financial crisis, the environment within which the metals and mining industry operates has experienced some important changes:

  • growing resource nationalism in both developed and emerging markets
  • social and environmental license and governance issues are now more important than ever
  • increased regulatory scrutiny and investigations across a wide range of issues from anti-corruption and bribery to financial reporting and trade sanctions
  • decline of traditional capital markets and the rise of alternative financing structures
  • ever-increasing shareholder litigation and activism

In some cases, there has been less change than expected. For example, mining technology has yet to fully realize on its transformative potential.

Our Global Metals & Mining Group is committed to being in front of these trends. Our proactiveness in doing so has earned us widespread recognition in many areas, such as M&A, metal streaming and strategic joint ventures around the globe

We see these trends continuing apace in 2020 and anticipate more public M&A, mergers of equals and going private transactions as the gold sector consolidates, the global majors wind down their divestitures, and the competition for high quality base metals mines continues apace. While the global COVID-19 pandemic has presented serious and challenging public health and operational challenges for mining companies and the communities within which they operate, it has also demonstrated the importance and resilience of metals and mining in global markets and national economies.

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McCarthy Tetrault is the top M&A legal adviser in the metals and mining sector by deal value in 2020 FY, according to GlobalData

Notable Recent Transactions and Mandates:

  • Rio Tinto - On its Heads of Agreement with TRQ for an updated US$2.3 billion funding plan (including project finance and equity) for the completion of the Oyu Tolgoi Underground Project in Mongolia
  • Skeena Resources -  On its collaboration with the Tahltan Nation, the Province of British Columbia, the Nature Conservancy of Canada, and BC Parks Foundation in the creation of a Conservancy over the Ice Mountain Lands (located adjacent to Mount Edziza Provincial Park, in NW British Columbia), which will be jointly managed by the Tahltan Nation and the Government of British Columbia.  
  • SSR Mining – on its C$2.4B share exchange acquisition of TSX and ASX-listed Alacer Gold to create a leading intermediate gold producer
  • Endeavour Mining – on its US$2B shelf prospectus and US$100M placement of TSX-listed ordinary shares to La Mancha, a privately-held international gold investment company
  • Zijin Mining – on its C$1.4B acquisition of TSX-listed Continental Gold, the leading large-scale gold mining company in Colombia
  • Endeavour Mining – on its $1B share exchange acquisition of TSX and NASDAQ Stockholm-listed Semafo to create the leading West African gold producer
  • China Molybdenum – on its US$550M gold and silver streaming transaction with Triple Flag Precious Metals for the Northparkes copper mine in Australia
  • Evolution Mining – on its US$475M acquisition from Newmont of the Red Lake gold mine in Ontario
  • Newcrest Mining – on its US$460M acquisition from Orion and Blackstone of gold prepay and silver stream facilities and offtake over Lundin Gold’s Fruta del Norte mine in Ecuador
  • Shandong Gold Mining – on its proposed US$300M acquisition of TSX-listed TMAC Resources which operates the Hope Bay gold project in Nunavut
  • Silvercorp Metals – on its proposed C$227M share exchange offer to acquire TSX-listed Guyana Goldfields, a gold producer in Guyana (for which Zijin Mining subsequently made a superior proposal)
  • Mubadala – on its US$130M subscription for convertible debentures of TSX and NYSE-listed Equinox Gold in support of the share exchange acquisition by Equinox of TSX-listed Leagold Mining
  • Stelco – on its US$100M option to acquire a 25% interest in Minntac, the largest iron ore mine in the United States
  • Glencore – on its C$52M take private of TSX-listed Katanga Mining which operates a copper and cobalt mining complex in the Democratic Republic of Congo
  • Orocobre – on its C$46M share exchange acquisition of TSXV-listed Advantage Lithium which operates the Cauchari lithium project in Argentina
  • Calibre Mining – on its strategic alliance and US$45M option earn-in by Rio Tinto Exploration over its Nicaraguan copper, gold and silver properties
  • Appian Capital – on its US$30M special share, convertible debt and royalty financing for TSX-listed Harte Gold which operates the Sugar Zone mine in Ontario
  • Scotiabank and BMO Capital Markets – on the C$13.3M subscription receipt private placement for TSXV-listed Nomad Royalty
  • Rio Tinto – on its joint venture interest in the Diavik diamond mine in the Northwest Territories as part of the CCAA insolvency process for Dominion Diamond
  • Nemaska Lithium – on its CCAA insolvency and sale and investor solicitation process

Deal Capabilities:

M&A Advisory – our team of results-driven lawyers have market-leading experience in complex multi-jurisdictional public and private M&A, including divestitures, restructurings, spin offs, dual-track processes, mergers of equals and going private transactions

Metal Streaming – we are the most experienced metal streaming specialists globally covering both the buy and sell side and the full spectrum of commodities. Our clients include leading metal streaming companies and prominent stream issuers

Strategic Investments and Joint Ventures – we regularly act on strategic investments for issuers and strategic investors alike and are known for our deep joint venture expertise around the globe and across the full spectrum of market participants including majors, juniors, private equity, traders and SOEs

Going Public & Capital Markets – we assist mineral exploration and mining companies around the world in getting listed on the Toronto Stock Exchange, the TSX Venture Exchange, the London Stock Exchange and AIM and have a highly-ranked equity and debt capital markets practice

Restructurings – our team is experienced in complex insolvency matters and sensitive restructurings. We have a deep understanding of the bankruptcy environment on both sides of the Canada-US border and regularly act on major international restructurings

Development Capabilities:

Project Development – we help our clients bring mining projects to commercial production by advising on the development, permitting and construction of mines, smelters and other mining infrastructure, including mine development and stability agreements

Project Finance – we offer seasoned, practical know-how to assist borrowers and lenders in deploying project finance, secured finance and alternative financing structures to fund mining projects, including related off-take, marketing and derivative transactions

Environmental and Indigenous – we have one of the leading integrated regulatory, environmental, health and safety and indigenous practices in Canada, advising our mining clients on the most sensitive matters and social issues

Dispute Capabilities:

Litigation – we are the leading firm in Canada with an integrated mining-focused litigation practice and extensive experience advising on high stakes litigation. Our team has acted on – and won – many of Canada’s most significant, precedent-setting mining litigation cases

International Arbitration – with arbitrators based in Canada and London, our team is well positioned to help our clients successfully navigate the complexities of commercial, bilateral investment treaty and other arbitrations around the globe

Shareholder Activism – our integrated team of litigators and commercial lawyers have direct insight and experience to assist issuers and boards on shareholder engagement and proxy defence matters

Investigations and Compliance – with a wealth of experience and expertise, we are available 24/7 to provide discrete advice and intervention on anti-corruption, trade sanction and other regulatory investigations and compliance matters from both a Canadian and international legal perspective


Mining in the Courts, Vol. XIV

Mining in the Courts, Vol. XIV