Mining

The mining industry operates in a marketplace that stretches beyond national boundaries. Our clients range from junior companies carrying on early stage exploration to international companies with investments and projects spread across the globe. Mining investments and related cross-border issues require creative structuring and documentation. Our clients’ projects are complex and call for a team with a broad range of skills to provide legal support as projects develop. We differentiate ourselves through our experience that spans the full range of legal services required by mining companies in Canada and around the world. We are based in Vancouver but our practice is global. Our mining and project development teams are actively involved from early stage exploration and tenure acquisition through development, permitting, construction, operations, and closure of projects. We have a highly-skilled capital markets team with experience in corporate and project finance, regulatory compliance, and mergers and acquisitions. In short, we are experienced in every kind of mining transaction in a multitude of jurisdictions.

Our areas of work include:  

Exploration

We assist our clients with all aspects of their exploration activities around the world including, mineral and land tenure review and acquisition, surface rights and access issues, permitting, bonding and negotiating exploration agreements such as option or earn-in agreements, strategic alliances, royalties and joint ventures.

Permitting, Regulatory and Environmental Compliance

We understand that obtaining project approvals on budget and on schedule is key to project success. We also understand that promises, commitments and conditions relating to an approved mining project must be clearly defined, technically achievable and practical from an operational perspective, while also fulfilling socioeconomic and environmental stewardship responsibilities. We prioritize these objectives and work closely with our clients’ project development teams to provide practical advice with respect to all aspects of project development, including development and execution of strategic project approval and permitting plans, assistance with risk assessment and mitigation strategies, navigation of territorial, provincial and federal environmental assessment processes, and identification of all regulatory and licensing requirements.

Consultation and Agreements with Indigenous People

We provide advice and assistance to mining clients in identifying potential “triggers” for Indigenous consultation, preparing Indigenous consultation strategies, negotiating consultation agreements, liaising with the federal and provincial Crown in order to support the Crown in the discharge of its consultation obligations, complying with the consultation processes required by regulators and the courts in connection with land and resource use and the negotiation and settlement of Indigenous impact benefit agreements and other matters which may affect the interests and Constitutional rights of Indigenous groups. Our experience at addressing Indigenous issues in project developments in Canada is unparalleled.

Construction and Procurement 

We provide specialized advice and assistance to clients on all aspects of construction, engineering and large scale procurement matters through construction and ongoing operations. The range of our practice includes drafting and negotiating complex terms and documentation relating to the construction of a large variety of mining facilities.

Operations and Commercial Mining Agreements 

We advise our mining clients on all aspects of operations, including on a wide variety of commercial mining agreements such as royalty, streaming, offtake or other product sales agreements, marketing agreements, transportation agreements, smelting agreements and other mining-related agreements.

Care and Maintenance/ Closure and Reclamation

We advise clients on legal obligations and practical considerations relating to the care and maintenance and closure phases. This includes specialized advice relating to financial assurances and reclamation bonding and managing liability for historic exploration and mining activities. 

Canadian Northern Practice

Lawson Lundell has strong connections with the Canadian North, having extensive experience in advising on the development or operation of many mines and mining projects in the Northwest Territories, Nunavut and Yukon and understanding the unique challenges faced by mining companies investing in Canada’s North. Our team has over 40 years of experience in Canada’s North helping mining companies with their project development, operations and financing, and general corporate law. 

Mergers and Acquisitions

We have extensive experience advising our mining clients in merger and acquisition transactions, including the purchase or sale of, or strategic investment in, mining projects across the world and across a variety of different commodities. 

Corporate Finance and Securities 

Our Corporate Finance and Securities Group is experienced in a broad range of public and private financings including equity, debt and income fund offerings for our mining clients and has experience representing acquirers, targets, boards, committees, shareholder groups and financial advisors in a wide range of mergers and acquisitions including negotiated (friendly) and non-negotiated (hostile) take-over bids, plans of arrangement, divestitures, corporate reorganizations, proxy contests, going private transactions, leveraged buy-outs and similar transactions, both domestic and cross-border. As noted above, we have extensive experience with royalty and streaming agreements as well as debt financings for the mining industry.

Tax

We have extensive experience in domestic and international taxation, mergers & acquisitions, resource taxation, corporate finance, corporate reorganizations, structured finance, and cross border transactions involving Canada, the United States, Latin and South America, Asia and Europe, including extensive experience on transfer pricing.

Labour and Employment

We advise our mining clients on all aspects of labour law and employment law in both the provincial and federal sectors, including labour relations, collective bargaining, wrongful dismissal advice, pension and benefits litigation, human rights, employment standards, employment equity, workers' compensation, privacy issues and business immigration.

Pensions and Employee Benefits

We have a core group of lawyers who practice exclusively in the area of pensions and benefits (such as disability, life insurance and extended health plans) and who regularly work with sponsors of pension and benefit arrangements in Canada. 

Commercial Litigation/Arbitration

Our commercial litigators have represented our mining clients at all levels of courts in Canada as well as in alternative dispute resolution forums when that approach furthers our clients' goals. We are well-equipped to guide our mining clients in all of their commercial disputes to achieve the most successful and cost-effective solutions.

Experience

PROJECT DEVELOPMENT

On the project development side, the firm has a distinctive northern focus and in 2011 was involved in the development or operation of ten mines in the Canadian North including gold, silver, diamond, zinc, copper and iron ore mines. We also provide legal support to several coal mines, two gold mines and a zinc mine in British Columbia and a developing chromite mine in Ontario.  We have advised our clients in connection with mine development and related proceedings for the following projects: 

• Baffinland Iron Mines Limited, a subsidiary of ArcelorMittal S.A., in  connection with its Mary River iron ore mine in Nunavut;
• Cliffs Chromite Ontario, Inc., a subsidiary of Cliffs Natural Resources Inc. in connection with its “Ring of Fire” chromite project in Ontario;
• Afghan Minerals Group in connection with the Shaida copper project;
• Capstone Mining Corp. in connection with the Minto Mine in the Yukon;
• Devonian Metals Inc. in connection with the Wrigley project in the Northwest Territories;
• Elgin Mining Inc. in connection with its Ulu and Lupin projects in Nunavut;
• Newmont Mining Corporation’s subsidiary Hope Bay Mining Ltd., in connection with the Hope Bay gold mine in Nunavut, including permitting, care and maintenance;
• New Gold Inc. in connection with development of the New Afton and Blackwater gold mines in British Columbia;
• cross-border note offering by New Gold Inc. for over C$200 million;
• Rio Tinto’s 60% owned subsidiary, Diavik Diamond Mines Inc., in connection with development of the Diavik Diamond mine and the Tibbett to Contwoyto winter ice road in the Northwest Territories;
• Sabina Silver Corp. in connection with the Hackett River silver-zinc project and Black River gold project in Nunavut;
• Shear Diamonds Corp. in connection with the Jericho diamond mine in Nunavut;
• Tamerlane Ventures Inc. in connection with its Pine Point lead-zinc project in Northwest Territories;
• Tyhee Gold Corp. in connection with the development of the Yellowknife gold project in the Northwest Territories;
• Walter Canadian Coal Partnership, a subsidiary of Walter Energy, Inc., in connection with the Perry Creek, Brule and Willow Creek coal mines in British Columbia; and
• Western Copper Corporation in connection with the Carmacks and Casino copper mines in the Yukon.

In developing a mining project, our clients call on our expertise in the following areas:

Consultation and Agreements with Indigenous People

We provide advice and assistance to mining clients in identifying potential “triggers” for Indigenous consultation, preparing Indigenous consultation strategies, negotiating consultation agreements, liaising with the federal and provincial Crown in order to support the Crown in the discharge of its consultation obligations, complying with the consultation processes required by regulators and the courts in connection with land and resource use and the negotiation and settlement of Indigenous impact benefits agreements and other matters which may affect the interests and Constitutional rights of Indigenous groups. 

We also have extensive experience in the resolution of disputes, particularly in the context of consultation requirements, and representing mining companies in the defense of challenges brought by Indigenous groups before regulatory tribunals and courts at all levels, including the Supreme Court of Canada.

We advise oil sands mine developers on memoranda of understanding, consultation protocols, long term benefits agreements and related matters as well as on strategy for governmental relations initiatives related to Indigenous consultation matters.

We have also advised many other developers in the oil and gas, forestry, transportation and other sectors as well as mining on Indigenous consultation matters as they affect regulatory proceedings and risk management for project development.  Our experience at addressing Indigenous issues in project developments in Canada is unparalleled.

Environmental Assessment and Permitting

We understand that obtaining project approvals on budget and on schedule is key to project success.  We also understand that promises, commitments and conditions relating to an approved mining project must be clearly defined, technically achievable and practical from an operational perspective, while also fulfilling socioeconomic and environmental stewardship responsibilities. We prioritize these objectives in representing our clients at all phases of the project development cycle. 

Our environmental lawyers work closely with our clients’ project development teams (including, where appropriate, external environmental consultants and project engineers) to provide practical advice with respect to all aspects of project development, including:

• development and execution of strategic project approval and permitting plans;
• navigation of territorial, provincial and federal environmental assessment processes (including advising on potential environmental assessment “triggers”, consulting on preparation and evaluation of mining project environmental impact assessments and providing written and oral representation before governmental authorities and tribunals);
• identification of all required regulatory and licensing requirements;
• consultation with regulatory bodies, government agencies, First Nations and the public;
• evaluation of the potential impact of provincial, territorial and federal environmental legislation including the Species at Risk Act;
• planning relating to care and maintenance, as well as closure and reclamation; and
• ongoing assessment of risk of legal project challenges (including appeals, judicial review applications and injunctions) by non-governmental organizations and other groups, and providing advice which mitigates this risk. 

In addition to advising on projects listed above, we have assisted:

• Fortune Minerals Limited in connection with the environmental assessment of its NICO Mining Project by the Mackenzie Valley Environmental Impact Review Board;
• Red Chris Development Company Ltd. (now owned by Imperial Metals) in proceedings before the Supreme Court of Canada that upheld the permits for development of the Red Chris Mine (this was the first and still is the only case in which the Supreme Court of Canada considered the interpretation and application of the Canadian Environmental Assessment Act); and
• Teck Coal Limited in connection with matters relating to the environmental assessment of current projects at its five coal mining operations in southeast British Columbia, and the re-start of a coal mining operation in northeast British Columbia.

Construction and Procurement

We provide advice and assistance to clients on all aspects of construction and procurement matters from initial exploration activities to mine construction and ongoing mining operations.  Our experience includes advising with respect to:

• preparation of various procurement documents such as RFQs and RFPs specifically tailored to meet the requirements of both applicable laws and the provisions of relevant Indigenous consultation agreements and benefits agreements;
• preliminary development work such as drilling contracts, services contracts and road and camp construction;
• permanent infrastructure construction for fuel tank farms, airstrips, etc.;
• complex sea lift and fuel supply arrangements for remote projects including northern projects with critical timing logistics to meet ice-free shipping windows;
• EPC and EPCM contracts; and
• preparation of project specific, standard form "suites" of documents for use by procurement managers in all of their purchasing activities from construction through ongoing mining operations.

Care and Maintenance/ Closure and Reclamation

We advise clients on legal obligations and practical considerations relating to the care and maintenance and closure phases. This includes specific advice relating to financial assurances and reclamation bonding and managing liability for historic exploration and mining activities. 

EXPLORATION

We act for a wide range of companies in respect of option and joint venture agreements, mineral title acquisition, shareholder agreements and offshore structuring on projects in all parts of the world. Examples of transactions and agreements on which we have advised our clients include advising: 

• Chihong Canada Mining Ltd., an indirect wholly owned subsidiary of Chihong Zinc & Germanium Co. Ltd., a Chinese company, in a joint venture transaction involving a zinc mine in the Yukon with Selwyn Resources Ltd.;
• Rio Tinto plc in an earn-in and shareholders agreement with Sherritt International Corporation whereby Sherritt will acquire an interest in the Sulawesi Nickel Project located in Sulawesi, Indonesia;
• B2Gold Corp. in negotiating exploration, option and joint venture arrangements in Colombia, Russia, Nicaragua, Uruguay, Finland, Namibia, Mali, Chile and Nevada.
• Lithium Li Holdings Inc. in connection with its Balkans lithium and borates joint venture with Pan Global Resources Inc.;
• Doe Run Canadian Exploration ULC in respect to its exploration activities in the  Maritime provinces;
• Agnico-Eagle Mines Limited in connection with the Rattlesnake Hills joint venture in the state of Wyoming;  and
• Sarama Resources Ltd. in negotiating option and joint venture agreements in Burkina Faso, Liberia and Mali.

COMMERCIAL MINING AGREEMENTS

As part of the services we offer in support of mine development and operations, we advise our mining clients on a wide variety of commercial mining agreements including: farm-in option, royalty, streaming and offtake, product sales, transportation and other mining-related agreements.  Our experience includes:

Streaming and Offtake

• sale of the San Dimas mine in Mexico by Goldcorp Ltd. and silver purchase (streaming) agreements;
• negotiation of offtake arrangements for 30% of the El Boleo mine’s production of copper and cobalt on behalf of a Korean consortium led by Korea Resources Corporation;
• negotiated terms for proposed copper offtake agreements for the Red Chris Mine prior to its acquisition by Imperial Metals; and
• negotiating terms for copper offtake by Trafigura Beheer B.V. from Anvil Mining’s Kinsevere copper mine in the Democratic Republic of Congo.

Product Sales and Transportation

• ore sales agreements for Prime Resources/Homestake Canada for gold and silver ore from the Eskay Creek Mine; and
• lead and zinc concentrate frame purchase agreements for Goldcorp’s Mexican subsidiary, Minera Penasquito S.A. de C.V.

Royalties

• acquisition by Franco-Nevada of oil & gas and mineral royalties from Newmont Capital Corporation.

FINANCINGS AND MERGERS AND ACQUISITIONS

We have been involved in financings and mergers and acquisitions transactions of all kinds and sizes involving billions of dollars in aggregate for our mining clients. Our client base includes several of the world’s largest mining companies as well as a large number of development and early production stage companies with projects all over the world, a common factor for which is listing on the Toronto Stock Exchange or the TSX Venture Exchange. Our services in these transactions often include due diligence reporting and advice on Indigenous title, environmental and mineral tenure matters.

Corporate Finance and Securities

Financing transactions in which we have advised our clients include:

• initial public offering and listing by B2Gold Corp., raising gross proceeds of C$100 million;
• bought deal equity financings by B2Gold Corp. for proceeds of approximately C$29 million and C$32 million;
• initial public offering by Sarama Resources Ltd., raising gross proceeds of C$16.7 million;
• US$250 million convertible note offering by Silver Standard Resources Inc.;
• private placement of senior unsecured notes by Silver Standard Resources Inc., in an aggregate principal amount of US$138 million;
• MJDS equity offerings by Silver Standard Resources Inc., raising an aggregate of approximately $300 million;
• public offering of C$125 million convertible unsecured subordinated debentures by Western Canadian Coal Corp;
• private placement by NexGen Energy Ltd. with Tigris Uranium Corp.;
• non-brokered private placement by CB Gold Inc.; and
• bought deal offering of common shares by CG Bold Inc., proceeds to be used for the continued exploration of the Vetas gold project in Colombia.

Mergers & Acquisitions

We have structured hundreds of transactions involving diamonds, coal, bitumen, lithium, potash, iron ore, platinum/palladium, uranium, copper, silver, gold and nickel and industrial minerals throughout the world.  Our team has worked on five continents and throughout Canada. Some examples of M&A transactions in which we have advised our clients include:

• advised Newmont Corporation on an arrangement agreement in which Newmont agreed to acquire all of the outstanding shares of GT Gold that Newmont did not already own. The total equity value pursuant to the transaction is approximately $456 million on a fully diluted basis. 
• advised Newmont Corporation in its joint venture integration of the Alumbrera mine, plant and infrastructure with Yamana Gold’s Agua Rica project to create the integrated MARA project. 
• advised Barrick Gold with respect to an agreement to sell its 100% interest in the Lagunas Norte mine in Peru to Boroo Pte Ltd.
• advising B2Gold Corp. on its C$1.1 billion deal to acquire Australia’s CGA Mining Ltd., owner of the Masbate gold mine in the Philippines;
• acquisition of Fronteer Gold Inc. including its Long-Canyon, Northumberland, and Sandman projects in Nevada by Newmont Mining Corporation for C$2.3 billion;
• sale of the Hope Bay gold mine by Hope Bay Mining Ltd., a subsidiary of Newmont Mining Corp. in Nunavut;
• acquisition of mining properties in Spain and Portugal by Vintage Mining Corp.;
• acquisition of two Mexican gold projects by Agnico-Eagle Mines Limited;
• sale of a molybdenum mine site in British Columbia by Alcoa to Avanti Mining;
• advising Anvil Mining Limited on its C$1.3 billion friendly acquisition by Minmetals Resources Limited;
• take-over of Ashton Mining of Canada and its interest in the Foxtrot property in northern Quebec by Stornoway Diamonds;
• merger of Atna Resources and Canyon Resources;
• sale of mineral royalties by Barrick Gold Corporation to Royal Gold Inc.;
• advising B2Gold Corp. on its formation in connection with the $3 billion acquisition of Bema Gold Corporation by Kinross Gold Corporation;
• acquisition by B2Gold Corp. of mineral interests in Colombia from AngloGold Ashanti;
• acquisition by B2Gold Corp. of Central Sun Mining, owner of the Libertad and Limon mines in Nicaragua;
• acquisition by B2Gold Corp. of the Trebol and El Pavon gold exploration properties in Nicaragua from Radius Gold Inc.;
• acquisition of Auryx Gold Corp., owner of the Otjikoto gold project in Namibia by B2Gold Corp.;
• defence of two competing unsolicited take-over bids for bcMetals Corporation;
• acquisition by Cliffs Natural Resources Inc. of an interest in the Decar project from First Point Minerals Ltd.;
• defence of an unsolicited take-over bid under French Law made by IAMGOLD Corporation for Euro Ressources S.A.;
• merger of Kensington Resources Inc. and Shore Gold Inc.;
• acquisition of Lero Gold Corporation by European Minerals Corporation;
• advising MAG Silver Corp. in respect of its Juanicipio silver project in Mexico;
• advising Tigers Realm Minerals PTY Ltd. in connection with the option to acquire an interest in a uranium property in Saskatchewan;
• advising Tigers Realm Minerals PTY Ltd. in a multiparty transaction relating to gold properties in Jamaica;
• advising Minera Andes Inc. on its friendly C$1.49 billion merger with US Gold Corporation;
• acquisition of Miramar Mining Corporation by Newmont Mining Corporation;
• advising Talisman Energy Inc. with respect to the disposition to Xstrata Coal of the Sukunka hard coking coal deposit for US$500 million;
• sale of Moto Goldmines Limited for $655 million following contested take-over bids by Randgold Resources Limited and Red Back Mining Inc.;
• sale of an interest in a gold mine in Chile by New Gold Ltd.;
• sale by Rio Tinto plc of its Saskatchewan potash assets to Companhia Vale do Rio Doce, for a cash consideration of US$850 million;
• sale of the Corani silver mine in Peru by Rio Tinto to Bear Creek Mining Corp.;
• sale of royalty portfolios by Rio Tinto to Royal Gold and International Royalty Corp.;
• acting for Silver Standard Resources Inc., in spin-off of Pretium Resources Inc. and subsequent secondary offering of shares of Pretium;
• advising Silver Standard Resources Inc. on the sale of the Snowfield and Brucejack advanced stage gold exploration properties in northern British Columbia to Pretium Resources Inc.;
• acquisition of Esperanza Resources Corp.’s interest in the San Luis project in Peru by Silver Standard Resources Inc.;
• purchase by NexGen Energy Ltd. of Mega Uranium Ltd.’s uranium projects located in the Athabasca Basin, Saskatchewan and the Thelon Basin, Nunavut;
• purchase by Troy Resources Limited of the Casposo Gold-Silver Project in Argentina from Intrepid Mines Limited; and
• acquisition of Western Coal Corp. by Walter Energy Inc. for aggregate consideration valued at approximately C$3.3 billion. 

Strategic Investments

Our experience includes acting for offshore buyers in connection with strategic investments in mineral projects such as:

• strategic investment in the Boleo copper-cobalt project in Mexico with off-take agreements by a consortium of Korean companies;and
• advising Chihong Canada Mining Ltd., an indirect wholly owned subsidiary of Chihong Zinc & Germanium Co. Ltd., a Chinese company, in a $100 million joint venture transaction involving a zinc mine in the Yukon with Selwyn Resources Ltd. 

Stock Exchange Listings

We have represented numerous international mining companies (many with head offices outside Canada) in respect of their listings on the Toronto Stock Exchange (TSX) or the TSX Venture Exchange and all related on-going compliance and disclosure matters.  Their projects are located throughout the globe, with many in Latin America and Africa

Team