The long life cycle of a mine means that an asset can last up to 100 years and involve substantial up front investment and ongoing robust operating processes. These drivers mean that contracting arrangements for the development and operation of a mine must be both appropriate and sustainable to meet the needs of a business.
We have been working with the resources sector to establish and develop green and brownfield mines sites, and assisting in their operation for more than 30 years in Australia, Asia, Africa and New Zealand. We pride ourselves on being able to understand any mine to determine the risks involved during its life cycle and to ensure those risks are appropriately managed from a legal perspective. Our experience covers the coal, hard rock (including uranium) and mineral processing sectors.
We have advised project proponents on a range of issues relating to the planning and start-up of major and mid-scale mining projects, including tenure acquisition, native title, water rights, government approvals, regulatory compliance, plant construction and equipment acquisition. We also help clients with the development, operation and maintenance of their mines.
Environmental licence to operate
All three levels of government in Australia are involved to varying degrees in making and enforcing the environmental laws which provide mines with a licence to operate. Our lawyers have been working with mining companies in all states and territories for more than 20 years to ensure they meet the requirements of important federal laws such as the Environmental Protection and Biodiversity Conservation Act 1999 (Cth). In addition to advising clients on federal laws, our mining lawyers also manage clients’ obligations under state-based laws.
Compliance with environmental legislation is vital to obtain a licence to operate any mine in Australia.
In the past three years MinterEllison has advised on more than 70 EPC (Engineer Procure Construct) and EPCM (Engineer Procure Construction Management) contract matters. We have advised on these delivery models across all aspects of mine development, including: processing plants, load out facilities, workshops, underground mains development and supporting infrastructure such as rail lines.
The areas of mine development we can assist with include: tender preparation, management and advice; consortium arrangements and joint ventures; farm in/farm out agreements; contract and risk management; facilities management; and outsourcing.
In addition, our team has significant contract experience including drafting, negotiating and reviewing contracts specific to the mining industry covering: exploration joint ventures; tribute agreements and other forms of tenement access; coordination and cooperation agreements to regulate co-existing exploration rights on mining and petroleum tenements; water supply contracts (including take or pay arrangements); third party access arrangements to port and transport facilities; negotiation with government and stakeholders; and contractual disputes and resolution.
Mine operations, maintenance and mineral sales
In the past five years, we have prepared more than 50 O&M (operations and maintenance) agreements to manage the risk associated with ongoing mining operations.
We frequently assist clients with operational issues, ranging from maintenance, protection and acquisition of mining tenements (including Warden’s Court representation) to sale/purchase agreements and a variety of other operational issues faced by operators in the mining sector.
Our mining lawyers advise on all aspects of contracting arrangements for both open-pit and underground mine operations and have acted for both mine owners and contractors in negotiating and drafting mining contracts, as well as in disputes that have arisen under such contracts. We have also negotiated and documented contractual agreements for the transportation, marketing and sale of mineral products.
MinterEllison’s team has worked closely with international mining clients on projects valuing more than $A20 bn to create certainty around their outsourcing and procurement activities.
We have dealt with challenging outsourcing and procurement projects with complex process or outcome issues, including mission-critical, multi-vendor and multi-jurisdictional projects. Our lawyers are often involved in advising on the lifecycle of these projects, from their inception through tendering, transition, contract management and disengagement.
In particular we have decades of experience drafting technical documentation such as: standard form procurement suites that cover goods and services contracts offering options to procure on one-off, repetitive or forward purchase bases; compensation agreements; contract mining agreements; transport and logistics agreements; consultancy and labour hire agreements; electricity connection and access and retail sale agreements; and power purchase agreements.
Mergers & acquisitions
Our expertise covers the full spectrum of corporate M&A work, both public and private. Our expert mining M&A lawyers advise an established client base of international and Australian clients in hostile and recommended takeover bids, trade sales and acquisitions, private equity transactions and privatisations and mergers by schemes of arrangements.
Recently our team advised Rio Tinto on its $A3.9 bn takeover of Riversdale Mining, a listed Australian mining company, which was the largest coal mining transaction of 2010.
Our flexible internal structure allows us to bring together integrated M&A teams, including legal experts in competition, tax structuring and acquisition finance, as client and transaction requirements dictate.
One of our major strengths is our extensive on-the-ground presence in Australia, the UK, Hong Kong, China and New Zealand. This network has enabled us to provide a seamless service on many cross-border mining transactions.
IPOs and other capital raisings
The capital markets are a vibrant part of Asia Pacific economies. MinterEllison has been at the forefront in assisting companies to raise capital through an ASX listing, as well as other traditional and innovative methods.
While some clients choose a dual track process to capital raisings, incorporating either a float or trade sale, the market has also seen a number of relatively new and innovative structures developed by investment banks for accelerated rights issues (coupled with ‘JUMBO’ placements).
Our firm advised the Hong Kong Stock Exchange on its listing rules for mining and petroleum companies (Chapter 18 Rules) and we have experience in listing mining companies on AIM and TSX.
Worldwide demand for uranium and nuclear power continues to rise. With Australia holding approximately 40 per cent of the world’s total identified uranium resources, there has been significant interest recently in investments in this sector.
MinterEllison has one of the largest uranium legal practices in Australia and the Asia Pacific. Our team advise national and international clients on the full range of commercial and operational aspects relating to the uranium sector.