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Mining
Our mining practice is recognised as the leading mining practice in Nigeria. Our expertise in the area of mining covers legal, regulatory and policy issues as well as commercial, fiscal and environmental matters arising in exploration, project development and operations. We have contributed to mining policy dialogues between the Federal Government and stakeholders in the mining sector and have assisted the Government in formulating policies for the sector. Our mining partner has been involved with the mining sector for over 15 years and has over the past 4 years acted as the Legal consultant to the Federal Government on mineral law and policy. A member of the team was engaged to prepare the Sectoral Environmental and Social Assessment (SESA) Report for a World Bank Study which involved the review of all Federal and State laws affecting the mining sector. Our in-depth understanding of Nigeria’s natural resources policies and regulatory framework has given us a unique insight into how best to meet our clients’ needs.
We are conversant with the specialist issues arising in mining investment and the advanced techniques for structuring these transactions. We have provided project advisory and transactional support to a number of exploration projects including the acquisition of a controlling interest in the most advanced gold exploration project in Nigeria, and are currently advising other clients on the acquisition of interests in several exploration projects.
Our expertise is complemented by our active involvement in globally recognised associations such as the International Bar Association where our partner is an officer of the Section on Energy, Environment and Resources Law (SEERIL)
Our Services
We have significant experience in virtually all matters in the mining industry, drawing upon the expertise of our lawyers in other areas of practice where necessary to provide our clients with first-class cutting-edge services. Our services include:
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General “country entry” due diligence on relevant law and practice as it relates to the Nigerian mining sector.
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Establishment of local subsidiaries, corporate structuring, capital importation and repatriation, immigration, technology transfer, labour and employment.
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Obtaining mining titles and compliance with the rules, laws and regulations in the mining industry.
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Acquisition and divestment of interests in mining tenements, collaborative relationships and alignments within the mining industry.
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Negotiating and drafting transaction documents such as options, earn-ins, joint venture and shareholders agreements, exploration and development agreements, technical services agreements, management agreements, contract mining agreements and finance agreements.
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Transaction structuring to promote tax efficiencies, reduce exposure to regulatory and political risks and facilitate financing.
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Legal due diligence in relation to the acquisition of commercial entities and mining assets.
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Acquisition of surface rights and community relations.
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Obtaining other permits and approvals necessary for exploration and mining operations such as import duty exemptions, export permits, etc.
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Environmental law and compliance.
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Corporate governance matters such as directors’ duties, shareholders’ rights, default/forfeiture and voting agreements.
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Tax advisory services: advice on an appropriate and efficient tax structure for different stages of business. This will include advice on company income tax, withholding tax, education tax, value added tax, various property taxes, personal income tax and various employment taxes, stamp duties as well as incentives available to mining companies.
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Logistical support: providing other country entry support such as contracting for office leases, accom¬modation, and employment.
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Relationships with regulatory authorities and other governmental institutions.
Out Track Record
We act for a large and rapidly developing portfolio of clients including local companies and major international exploration mining corporations. our major transactions include the following:
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Advised the Federal Government on the mining policy and prepared the draft mining law that has resulted in the Minerals and Mining Act, 2007. Involved a review of all existing legislation affecting the mining sector and analysis of several international mining codes, presentations to the National Assembly (parliament) on the draft mining law and assisting government in road shows to Cape Town, London and Washington D.C and also to several states within Nigeria.
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Advised on legal and regulatory issues and prepared transaction documents on behalf of an Australian based mining company in the acquisition of a controlling interest in the most advanced gold exploration project in Nigeria. Conducted extensive due diligence review on the target company.
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Advising a Canadian investment company on the acquisition of a majority interest in several exploration licences. Reviewing transaction documents as it relates to mining law, corporate governance and foreign investment in Nigeria and conducting due diligence review on the target company.
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Advising and assisting US and Australian based mining company in the establishment of local subsidiaries, from incorporation to commencement of business including the acquisition of all investment approvals, mineral titles and business premises. Advising on issues relating to taxation, labour, employment, immigration and technology transfer.
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Advised a Canadian exploration company on the legal and regulatory framework for mining in Nigeria, country entry issues and, mineral title acquisition.
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Advising on the acquisition of a 60% and 80% shareholding in a major government owned steel plant; involved a due diligence investigation on the company, providing legal advice on the transaction documents and advising on corporate governance issues vis-à-vis the share holding structure of the company.
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Advised on the legal and regulatory regime and financing documentation in relation to a US$798 million syndicated project finance in respect of the construction, operation and maintenance of a 4.4 metric tonne cement Production Plant, a 135 Mw Gas-Fired captive Power Plant and Ancillary Gas Pipeline in Obajana, Kogi State. Particularly, assisted in the negotiation of the financial term sheet in respect of transaction structure, pricing, repayment, project completion, insurance, environmental consents and approvals, governmental authorizations and levies, security interests, company law, monetary policies, land law (ownership/title, perfection of title, gubernatorial consents), choice of law and the enforceability of documents governed by foreign law.
Our Rankings
“Clients praise the firm’s “solid individuals” and forecast a bright future for the energy team. Peers admit to “keeping a close eye” on this cutting-edge firm, which was notably the first in Nigeria to advise on emissions credits and renewable energy – a novelty in the country... Mining specialist ‘Gbite Adeniji benefits from “great international exposure”
– Chambers Global
The firm is recommended by the Legal500.com for Energy and Natural Resources; corporate, commercial and Finance; and Dispute Resolution.
Team Leader
‘Gbite Adeniji heads the Natural Resources Practice Group at AELEX. Prior to joining AELEX, he was a senior consultant at The world Bank (oil, gas, chemicals & mining department) in Washington, DC. He advised on the legal and regulatory component of the Nigerian mining “sectoral environmental and social assessment” project under the auspices of The world Bank.
He has assisted the Nigerian Government on a variety of notable energy and mineral law and policy matters including the drafting of the Minerals and Mining Act, the National Gas Policy, the Railway Bill and the proposed Downstream Gas Act. He was appointed by the president of Nigeria as a member of the National Stakeholders working Group of the Extractive Industries Transparency Initiative, an initiative established to ensure transparency in the extractive sectors of Nigeria. He was also a member of the committee established by the Nigerian Government for the development of a new legal, regulatory and policy framework for Nigeria’s mineral sector.
‘Gbite was an officer, Sub-committee on Mineral Law and Power Law of the Section on Energy Environ¬ment Resources and Infrastructure Law of the International Bar Association; and a member of the Rocky Mountain Mineral Law Foundation. He is named in the 2007 edition of the “Guide to the world’s Leading Energy and Natural Resource Lawyers” and the 2005/2006 editions of the “International who’s who of Mining Lawyers as one of the world’s leading mining lawyers.
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