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Mining and Metals

Advised SMS Mining Services in many areas including contracts for the sale, rental, maintenance and repair of heavy equipment, including its standard terms and agreements and with regards to PPSR regulation; joint ventures, royalty and equity agreements and the resolution of disputes with principals, subcontractors and other stakeholders; migration and industrial relations advice; and advice regarding a mining alliance agreement with Genesis Minerals. We also advised on its merger with Rivet Group.

Advised ASX-listed Rox Resources on the joint venture acquisition of Youanmi Gold Mine with Venus Metals. Rox Resources acquired an initial 50% interest in the Youanmi Gold Mine with the ability to increase to 70% and to manage the project as well as the formation of two other joint ventures, the VMC Joint Venture, and the Youanmi Joint Venture. These joint ventures give Rox the right to earn 50% and 45% respectively of the gold rights on the tenements the subject of each joint venture.

Acted for ASX-listed Dateline Resources with respect to its acquisition of the Lucky Strike and Gold Links copper/gold projects in Colorado, USA and preparing tender documentation for various mining services contracts.

Advised gold miner Amara Mining plc, listed on the AIM market of the London Stock Exchange, on its recommended takeover by ASX and TSX goldminer Perseus Mining Limited  - both having assets in Africa, in exchange for the issue of shares and warrants in Perseus Mining Limited to Amara shareholders. The takeover was structured as a scheme of arrangement under Part 26 of the Companies Act 2006.  

Advised a Chinese State-owned Enterprise on its proposed acquisition of Ecka Granules, a metals powder manufacturer with a presence in 9 countries, from Platinum Equity, a U.S. private equity fund.

Acted for a mining & metals company listed on the Toronto Stock Exchange, on the sale of its gold exploration assets in Eritrea to China’s state-owned Sichuan Road & Bridge Corporation for US$80 million in cash and debt. 

Represented TDY Industries, LLC, a subsidiary of specialty metals company Allegheny Technologies Incorporated, in selling its closed-die forging business to a subsidiary of Wynnchurch Capital, LLC for approximately $34.5 million.

Represented Pennsylvania-based Universal Stainless & Alloy Products, Inc., a producer of semi-finished and finished specialty steel long products, in an underwritten registered public offering of 1,408,163 shares of common stock at a public offering price of $24.50 per share, or an aggregate public offering price of approximately $35 million. The offering was a take-down from USAP’s existing shelf registration statement.

Represented QG Africa Mining, L.P. in its investment in Toro Gold Limited, a Guernsey registered company, engaged in the exploration and development of gold properties in Senegal, Côte d’Ivoire and Mali.

Represented Idaho-based Hecla Mining Company (NYSE: HL), a precious and base metals mining company, in connection with an arrangement agreement pursuant to which Hecla acquired all of the outstanding stock of Klondex Mines Ltd. (NYSEAMERICAN: KLDX), a gold mining company incorporated in British Columbia with operating mines in Nevada.

Represented Illinois-based Advanced Diamond Technologies (ADT) in the sale of substantially all of its assets to John Crane, Inc., a subsidiary of Smiths Group out of the United Kingdom. In addition, we assisted ADT with certain governance matters.

Represented a Pennsylvania-based American industrial corporation in its negotiation with Luminant, a Texas-based utility company, of separation and settlement, winding down a 65 year-old joint venture for lignite mining, electric power generation and aluminum smelting industrial complex in Rockland, Texas.

Represented Indian fertilizer manufacturer in $40 million ICC arbitration seated in New York against Japanese conglomerate over Singaporean/Peruvian phosphate rock mining joint venture.

Acted for Central Rand Gold Limited, the South African gold mining and exploration holding company, on its Offer for Subscription. The fundraising was complicated by the fact that the company is also listed on the AltX market of the Johannesburg Stock Exchange.  

Advising a subsidiary of an Indonesian mining company on the US$130 million project financing of a gold and copper mine; by a syndicate comprising of banks across multiple jursidictions. 

Advising a Singapore company as borrower and developer with respect to financing and development of a ferronickel smelter and with respect to financing secured with redeemable convertible bonds. 

Advising Malabar Coal, an independent Australian-owned mining company, in respect of its unincorporated joint venture arrangements and management contracts with respect to the Spur Hill coal project in advance of its successful listing on ASX.

Advised CITIC Pacific Mining on its internal corporate restructuring in Singapore and the People's Republic of China

Advised an Indonesian metals and mining company on its US$145 million engineering, procurement and construction contract with a Japanese trading company for the construction of a 2X30MW coal-fired power plant in connection with the modernization and optimization of ferronickel smelters in Indonesia. 

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