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  1. 1. Revamping Africa's Mining Laws: A Canadian Assessment Presented by: Janne Duncan Partner (Toronto office) 416 202-6715 janne.duncan@macleoddixon.com Calgary Toronto Moscow Almaty/Atyrau Caracas Rio de Janeiro
  2. 2. Major Mining Investment Destinations - 2009 Democratic Republic of Congo Burkina Faso Tanzania Ghana Angola Zambia Botswana South Africa
  3. 3. Securing international investment Five things Governments in Africa should do to ensure the security of investment from international mining companies: 1. Maintain high standards of transparency and accountability 2. Communicate stability 3. Make statements carefully 4. Have clear enforcement 5. Understand the ramifications of NI 43-101
  4. 4. 1. Transparency and accountability The host government should send a clear signal to investors about the following: • Scope • Role of government • Legislation framework • Licencing and permits • Registration system • Third party rights • Governmental payments
  5. 5. 2. Stability • The host government needs to communicate that its mining regime will not be subject to radical change. • Certainty and stability are critical, allowing companies to make forecasts and projections (including to investors), create operating budgets and obtain financing. • Expropriation or nationalization of mineral properties is a very high risk feature.
  6. 6. 2. Stability Investment risk Foreign investments and operations Mining Company conducts mining, development and exploration activities in many countries, including …. Mining investments are subject to the risks normally associated with conducting business in a foreign country, including: • changes in laws or policies of particular countries, including laws relating to imports, exports, duties and currency • cancellation or renegotiation of contracts • royalty and tax increases or other claims by government entities, including retroactive claims. These risks may limit or disrupt operating mines or projects, restrict the movement of money, require more spending than previously expected, result in cancelled contracts or property taken without fair compensation because of nationalization or expropriation.
  7. 7. 3. Statements • Government officials need to be careful about comments they make to the press. • A comment can trigger a disclosure obligation for the mining company, can panic investors and create market volatility. • Eg: Crystallex
  8. 8. 3. Statements “Crystallex comments on market activity and Las Cristinas Crystallex International Corporation…. reported today that it is aware of certain comments related to the Las Cristinas gold project attributed to President Chavez in Venezuela. Outside of the media coverage, the Company has not been notified of any changes in position by the Venezuelan Government regarding the Las Cristinas Project or the Mine Operating Contract (“MOC”). Crystallex staff and representatives are in continual communication with Senior Venezuelan Officials and the comments attributed to President Chavez regarding Las Cristinas have not been raised with the Company.”
  9. 9. 4. Clear Enforcement The legal aspects of a mining investment are crucial for project financing. • Some countries have inadequate protections in areas like contracts, business organization and bankruptcy. • Litigation sometimes results in conflicting legal systems, law issues, and courts claiming to have jurisdiction. • Two instruments are used in commercial arbitration: – New York Convention (some states have not signed) – Model Law on International Commercial Arbitration. • Multilateral agencies can also help avert claims and resolve disputes.
  10. 10. 5. National Instrument 43-101 • The global standard for mining disclosure. • Relevant to all companies in the mining industry who are or wish to go public. • Based on best practices for the mining industry generated by the Canadian Institute of Mining Metallurgy and Petroleum. • Technical reports must be in the format defined by NI 43-101, and must be filed on SEDAR.
  11. 11. Why Canada? • Canada is the resource leader in mining, and oil and gas. • TSX dominates the international mining industry and is home to leading global mining companies. • Excellence in mining professionals: accounting, legal, analysts, engineering, investment banking.
  12. 12. Macleod Dixon’s Offices Calgary, Toronto Moscow Caracas Almaty, Atyrau Rio de Janeiro