Mining and Energy

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         Mining and Energy

                               “Once Bell Dewar become your lawyers,
                                 they take ownership of your work and
                                   really make sure you feel as if you
                                     are their most important client.”
                                                 Chambers Global 2008
Bell Dewar – A Century at the Coalface                                     Bell Dewar is an affiliate of the South African Institute of Mining and
                                                                           Metallurgy and a member of the Fossil Fuel Foundation of Africa.

With over a century of experience in the heartland of South African
mining, Bell Dewar has gained enviable insights into the industry’s
key drivers and challenges. Today, we boast a comprehensive suite
                                                                           Skills Suite
of industry-specific commercial and financial skills that allow us
                                                                           Mining deals present notable challenges due to the significant
to guide clients through every stage of a project, from discovery
                                                                           capital, high risks and lengthy lead times involved. An understanding
to feasibility, from valuation to funding and from exploration to
                                                                           of international best practice is vital. In the South Africa context,
                                                                           however, mergers and acquisitions must also incorporate local
                                                                           regulatory and economic imperatives that call for unique funding

In-Depth Involvement                                                       mechanisms and shareholder structures. Bell Dewar is adept at
                                                                           structuring mining finance transactions combining international

Bell Dewar advises mining companies, substantive mineral rights            best practice with innovative funding methodologies.

holders, financial institutions and support industries locally, in Africa
and further ashore. In Africa, we have advised on mining projects in       Tax structuring within the mining industry requires more than an

Angola, Botswana, DRC, Gabon, Ghana, Guinea,
Iran, Lesotho, Madagascar, Mali, Mozambique,
Sao Tome, Swaziland, Tanzania and Zambia, as
well as in Zimbabwe. International clients include               We offer a great deal more than legal advice to our
                                                                 mining clients. We are business advisors who can
                                                                 add significant value by structuring deals so as

The firm has undertaken transactions in respect                   to optimise economic and tax efficiency, facilitate
of substantially all precious and base metals,                   smooth operational control and reduce financial,
dimension stone, heavy and industrial minerals.                  environmental and labour related risks.

We were involved in the largest BEE mining
transaction to date, which saw the creation of
South Africa’s biggest listed empowerment
company and one of the world’s largest resources corporations –            appreciation of generic corporate tax triggers. It’s necessary to

Exxaro Resources Ltd.                                                      take cognisance of the array of regulatory processes that can be
                                                                           activated by certain arrangements. Our industry knowledge ensures

                                           Commercial Property. Competition. Corporate & Commercial.
that tax drivers are harnessed for regulatory financial efficiency.

                                                                         The mining team has extensive experience in
To stay nimble in South Africa’s market place, a well conceived
                                                                         structuring, drafting, negotiating and implementing
approach to labour relations is essential. Having acted for mining
                                                                         standard and innovative transactions in the mining
employers for many years, Bell Dewar is well placed to advise
                                                                         industry. These include:
mines on how to optimise their employment practices and policies
as well as their bargaining strategies.
                                                                         •   Substantive mergers and acquisitions
                                                                         •   Joint ventures and project finance transactions
Robust, regularly audited mining health and safety processes
                                                                         •   Mineral and surface lease agreements
and procedures are also crucial to operational stability. Our mining
                                                                         •   Tolling arrangements
team includes experts in this area.
                                                                         •   Service and operator agreements
                                                                         •   Management agreements
To do as little harm as possible is a moral imperative for all
                                                                         •   Off-take agreements
businesses, but especially true of mining houses. Bell Dewar’s
                                                                         •   Project agreements
environment specialists have assisted many mining houses to
                                                                         •   Contract mining agreements
meet their economic goals in a sustainable manner.
                                                                         •   Refining agreements
                                                                         •   Asset swaps
Much of a mine’s success depends on community engagement.
                                                                         •   Corporate and structured finance agreements
Bell Dewar has significant experience in working with traditional
                                                                         •   Mineral and mining right acquisitions and disposals
leaders and communities, formulating investment strategies that
                                                                         •   Land and mineral audits
yield long term benefits for all concerned.
                                                                         •   Conducting of due diligence investigations

Mining clients enjoy the full benefit of Bell Dewar’s dispute
resolution expertise. We are well versed in the processes that
surround matters such as the granting or refusal by government
of prospecting and mining rights and environmental authorisations.
Accordingly, we are well placed to assist in resolving potential
disputes and avoiding litigation.

Bell Dewar’s experience with both new entrants and high profile
players in the local and international mining industry places it in an
ideal position to identify project opportunities for clients and to
facilitate co-operation between parties with common interests.

   Dispute Resolution. Employment & Pensions. Environment. Financial Services. Tax.

            Andrew Mitchell – Mining Finance
            Nominated as leader in his field in Chambers Global
            and in the project finance category of the International
            Directory of Who’s Who of Business Lawyers. Highly
            Recommended in PLC Which Lawyer? 2008 for his
            expertise in the banking and finance sector. Selected
            by his peers for inclusion in the Best Lawyers® list
            in the specialties of Banking, Finance and Project        Eric van den Berg – Dispute
            Finance and Development.                                  Resolution and Environment

            Tel: +27 11 710 6018 Fax: +27 11 710 6118                 Tel: +27 11 710 6039 Fax: +27 11 710 6139
            email:                    email:

                                                                      Paul Fouché – Mine Health & Safety
            Blaize Vance – Tax                                        and Employment
            Nominated as leader in his field in Chambers Global.       Recommended by PLC Which Lawyer? 2008 for
            Recommended in PLC Which Lawyer? 2008 for his             his expertise in the labour and employee benefits
            expertise in the energy sector.                           sector.

            Tel: +27 11 710 6067 Fax: +27 11 710 6167                 Tel: +27 11 710 6021 Fax: +27 11 710 6121
            email:                       email:

            Nic Roodt – Dispute Resolution                            Lucas Moalusi – Traditional
            Selected by his peers for inclusion in the Best           Leadership and Community
            Lawyers® list in the speciality of Dispute Resolution.    Development

            Tel: +27 11 710 6020 Fax: +27 11 710 6120                 Tel: +27 11 710 6065 Fax: +27 11 710 6156
            email:                          email:

                                                                      Dion Masher – Employment & Black
                                                                      Economic Empowerment
            Nicola Jackson – Mergers &                                Selected by his peers for inclusion in the Best
            Acquisitions                                              Lawyers® list in the speciality of Employee Law.

            Tel: +27 710 6051 Fax: +27 11 710 6151                    Tel: +27 11 710 6036 Fax: +27 11 710 6136
            email:                     email:

                                                                      Lara Bezuidenhoudt – Mining Finance
                                                                      Nominated as leader in her field in the project finance
                                                                      category of the International Directory of Who’s Who
                                                                      of Business Lawyers. Nominated as leader in her
                                                                      field in Chambers Global. Selected by her peers for
            Samantha Saffy – Mining and                               inclusion in the Best Lawyers® list in the speciality of
            Prospecting Rights                                        Project Finance and Development.

            Tel: +27 11 710 6073 Fax: +27 11 710 6173                 Tel: +27 11 710 6038 Fax: +27 11 710 6138
            email:                     email: