Mining
Davis Graham & Stubbs LLP has a long history of involvement in mining law and has developed a broad-based mining practice. We advise clients on all legal and transactional aspects of the exploration, development, production, and marketing of base and precious metals, industrial minerals, rare earths and strategic minerals, and energy sources such as coal, uranium, and geothermal resources. We have worked on projects throughout the U.S., in Canada, Central and South America, the Pacific Rim, the Commonwealth of Independent States, Europe and elsewhere around the world. In the U.S., we have broad experience with both leasable and locatable minerals on federal public lands. Our mining lawyers also have significant experience in mineral title examination.
The firm also has significant experience in mineral financing and taxation. Our lawyers have handled many financing transactions, for both borrowers and lenders, not only involving traditional project financing but also using gold loans and other innovative commodity-based security arrangements to finance development of mining operations. Our tax lawyers have substantial experience in a wide variety of U.S. and international tax issues that arise in structuring transactions involving the mining industry. Our litigation lawyers have broad experience in mining issues, running the gamut from royalty disputes to construction contracts to the impact of bankruptcy on a mining transaction.
Acquisitions & Divestitures
Davis Graham attorneys have vast experience in transactions for the purchase and sale of mining properties, from greenfields exploration properties to operating mines. Our lawyers also have extensive experience in the purchase and sale of mining companies, both private and public, including significant experience in the purchase and sale of public mining companies whose stock is traded both in Canada and in the U.S. Davis Graham lawyers regularly draft, review and negotiate other contracts related to the acquisition and disposition of mineral properties, including mining leases, joint venture and operating agreements, option agreements, exploration, and development agreements, and mine operating contracts. We have worked with several clients in developing standardized forms of some of these agreements.
Our experience includes the following:
- Representing both large and small mining companies in the acquisition or disposition of gold, silver, copper, molybdenum, uranium, rare earths, industrial minerals and coal mines in the western United States, Mexico, and South America.
- Representing buyers and sellers of publicly-traded and privately-held exploration, development and mining companies in Canada and the United States.
- Regularly representing private equity investors in the acquisition of mining projects and equity interests in mining companies, covering a wide range of commodities.
- Representing large mining companies in negotiating both contractual joint ventures and limited liability company operating agreements for operating mines, development projects and exploration properties throughout the western United States as well as in Mexico, Canada, and other jurisdictions outside the United States. Two of the partners at the firm were the chairperson and primary tax adviser, respectively, for the Rocky Mountain Mineral Law Foundation Committee that drafted the Form 5 LLC Agreement which was published in 2015.
- Serving as primary outside counsel for large mining companies in carrying out exploration activities (mining leases, option agreements, asset acquisitions, etc.) in the western United States.
- Negotiating literally hundreds of joint venture agreements and LLC operating agreements for mining projects in the western United States and other countries.
- Acquiring mineral properties and assets out of bankruptcy.
- Undertaking comprehensive due diligence investigations of mining companies, ranging from contracts to property title to environmental compliance and all other aspects of mining operations, in order to support acquisitions and dispositions.
- Navigating compliance with foreign acquisition regulatory requirements, including advice on working through any review by the Committee on Foreign Investment in the United States (CFIUS).
Mineral Financing
The firm has a very active mining finance practice. Davis Graham attorneys represent both lenders and borrowers in traditional and non-traditional financing for mineral projects around the world, including projects in North, Central, and South America, Africa, Europe, Asia, and Australia. Our attorneys represent banks and mining companies involved in non-recourse project financing as well as institutional lenders, private equity investors, venture capital funds, and corporations in non-traditional financings which often involve gold loans, convertible loans, equity investments, warrants, royalties, streaming arrangements, and other more participatory involvement on the part of the lender. Our finance lawyers also have extensive experience in the work-out of troubled loans on mineral projects.
Our experience includes the following:
- Representing traditional lenders in project financing for gold and silver mines, base metal mines, industrial mineral mines, coal mines, and royalty companies.
- Representing mining companies obtaining project financing from financial institutions and investors for gold, silver, copper, cobalt, rare earths, platinum, palladium, and uranium mines.
- Representing mining royalty companies on financings involving royalty acquisitions.
- Representing private equity investors on multiple creative financings for mining companies involving the use of debt, equity, warrants, metal streaming, and royalties.
- Representing mine operators in royalty financing and gold and silver streaming transactions.
- Working with mining companies to establish their mineral offtake and other mineral sale agreements to support their financing and general corporate activities.
- Designing transactions to ensure effective protection of lenders’ and investors’ security interests.
Litigation
Davis Graham litigators have been involved in a broad range of litigation involving mining companies and mining properties. The experience that our transactional lawyers have with the mining industry enables our litigators to gain a comprehensive understanding of the issues that are involved in mining disputes. Our transactional mining lawyers have worked closely with our litigators on disputes covering such diverse topics as the calculation and payment of production royalties, quiet title actions, the validity of unpatented mining claims, bankruptcy, the interpretation of mining contracts, and environmental liabilities.
Our experience includes the following:
- Representing major mining companies in disputes over mine construction.
- Representing major mining companies and lenders in disputes regarding project financings.
- Representing major mining companies in disputes with royalty owners.
- Representing large and small mining companies in disputes regarding the validity of federal unpatented mining claims.
- Representing large and small mining companies, in both administrative actions and in litigation, with respect to disputes with governmental agencies and actions brought by environmental groups and other NGOs regarding mine permits.
- Representing large and small mining companies with respect to historic and current environmental contamination resulting from mining operations, including with respect to sites subject to the Comprehensive Environmental Response, Compensation and Liability Act (Superfund).
Federal Lands
In much of the western United States, the conduct of exploration, development, and mining activities takes place on federal public lands. The ability to serve mining clients depends upon an understanding of, and experience with, the vast array of federal laws that pertain to such activities, and in particular, the General Mining Law of 1872, the Mineral Leasing Act, and the National Environmental Policy Act (NEPA). Our mining attorneys have a great deal of experience in working with mining companies on the title and operational issues that arise from those statutes.
Our experience includes the following:
- Preparing and reviewing title opinions on unpatented mining claims.
- Assisting mining companies in obtaining approval of plans of operation or mining plans from the federal Bureau of Land Management (BLM) and the United States Forest Service (USFS).
- Assisting mining companies in completing the NEPA analysis of their proposed activities on federal lands.
- Assisting mining companies in identifying and managing cultural resources and Native American tribal issues in developing mining projects on federal lands.
- Assisting mining companies in identifying, applying for, obtaining, and transferring federal and state clean air, clean water, reclamation and other required permits.
- Assisting clients in dealing with Endangered Species Act issues.
Contract Mining
Our attorneys frequently assist mining companies in entering into contracts with third-party consultants and contractors for all stages of mine development, from exploration drilling to mine development and mine construction to mine operations and reclamation.
Our experience includes the following:
- Working with a major mining company on several contracts for mine operations in Idaho and Ontario.
- Representing small and mid-tier mining companies on establishing contract mining arrangements in the western United States.
- Working with a gold mining company on mine development, construction, and operation contracts for a new mine in Mexico.
- Advising major mining companies on creating consistent forms of consulting agreements and master services agreements.
