EXPERIENCE

Bowman Gilfillan

• Advising an international commodity company on a pre-payment facility which will be repaid via a manganese ore offtake in respect of various mining operations.
• Advising, attending to the notarial execution and registration of a number of old order mining rights that were converted to mining rights.
• Advising, negotiating and drafting transaction documents in respect of the sale of prospecting rights with bulk sampling rights, including structure advice to ring fence the assets.
• Advising and commenting on offtake agreements for coal, acting on behalf of seller or purchaser o advising, drafting and negotiating contract mining and profit sharing agreements.
• Advising and negotiating on road use and access between two mining companies.
  Conducting mining title due diligence investigations and drafting reports.
• Advising on share exchange transaction.
• Advising a bidder on draft agreements in respect of the acquisition of a coal mine
• advising community on mining rights application.
• Attending to various notarial work and agreements.
  Experience in Zambia, Namibia, Zimbabwe and DRC.

Webber Wentzel

• Advising, negotiating, drafting and vetting of transactional agreements for both local and international clients, which either involved the purchase of shares in a company or the incorporation of a SPV and the transfer of a mining/prospecting right into the SPV.
• Advising and drafting of agreements for the acquisition of exclusive prospecting licenses in Namibia o drafting of opinions on various aspects of mining law and the MPRDA.
• Advising, negotiating and drafting of coal supply and off take agreements as well as drafting opinions and providing advice when a coal supplier is in breach of its obligations.
• Advising and negotiating on agreements for the transport of coal by rail.
• Advising and drafting of mining contractor agreements, project agreements, term sheets, memorandum of understanding, sale of shares agreement, subscription agreements, shareholders agreement and memorandum of incorporation.
• Advising and drafting of deed of trust for the benefit of employees and the registration of the trust with the Masters office.
• Advising clients on documents required for notarial execution of mining/prospecting rights, amendment of mining/prospecting rights, drafting notarial deed of cession, and attending to the registration thereof at the Minerals and Petroleum Titles Registration Office. Assisting clients with resolving issues raised by the Minerals and Petroleum Titles Registration Office in order to have mining/prospecting rights registered.
• Advising and drafting of objections to prospecting right applications and liaising with the DMR with regard to the grant or refusal of such application.
• Advising on and drafting of section 11 applications which involved either the transfer of a controlling interest in a company or the transfer of a mining/prospecting right to a new legal entity.
• Advising and drafting of section 102 applications.
• Advising and assisting clients with prospecting right and/or mining right applications and the submission thereof to the DMR reviewing inter alia documents, agreements, mining/prospecting rights and preparing a due diligence report highlighting the risks, if any.

Routledge Modise (formerly Eversheds now known as Hogan Lovell)

Franchising Law: this entailed consulting with various franchisors and advising on their current or new franchise agreements, drafting of franchise agreements, disclosure documents, negotiating, lease agreements, sub-lease agreements, advising on intellectual property rights and the protection thereof, advising clients on the effect of the Consumer Protection Act and Competition Commissions Notice on Franchising, strategizing with clients on new concepts of franchising and formulating a business model.

General Commercial Drafting: this involved the drafting, negotiating and vetting of various agreements. Some of my drafting experience includes, Sale of Business, Sale of Share, Pledge of Shares, Cession of Book Debts, Memorandum of Understanding, Confidentiality, Distribution / Agency, Loan Agreements, Shareholders, Options, Subscription of Shares, Standard Terms and Conditions, Employment, Building, Sale of IP, Suretyship, Supply, Sale of Assets and Acknowledgment of Debt. I advised and negotiated on behalf of a government department regarding the development of old buildings in Johannesburg CBD, which included the drafting of leases, notarial deeds of lease and development leases. I have assisted clients with advice and the vetting of funding agreements (on behalf of the borrower).

Mining Law: the notarial execution and registration of prospecting and mining rights and attending to resolve any problems or queries on such rights and ensuring that it is registered timeously. As a result thereof, I developed an excellent relationship with many of the staff at Minerals and Petroleum Titles Registration Office.

M&A: I have M & A experience in respect of mining companies, JSE listed companies and reverse takeovers. Some of the transactions I was involved in: advising a well-known mining company listed on the JSE in an asset for share transaction, advising a fund on the acquisition of various agricultural farms in South Africa, advising various mining companies on the acquisition of prospecting rights/ mining rights or shares in the company that holds such rights; advising, drafting and negotiating on behalf of the seller of a service station.

Litigation: I have advised clients on a number of litigious matters, in the high court, magistrates court and supreme court and my experience includes the drafting of pleading and notices, providing opinions, briefing counsel.

Competition Law: advising clients and drafting opinions on competition law matters on an adhoc basis, as well advising and representing one of the respondents in the maize and wheat cartel at the Competition Commission.

Secondment: a two-month secondment to a company that was establishing a pan-African commodity exchange, and advised on and drafted employment contracts, consulting with experts from around the world in order to draft MOUs with interested parties and with the South African banks, company secretarial work and general advice whenever required.

International Experience: I was involved in a complex transaction involving negotiations on behalf of a well-known international group that was selling its Nigerian subsidiary, wherein simultaneously a division of the company was sold as a going concern (sale of business) and the shares in the company was sold to a third party. I was further involved in the management buy-out of a well- known insurance company (a subsidiary of a UK company) which involved UK and SA law, represented a client in contesting the setting aside of a codicil (which involved litigation in SA and the UK) and advising well-known franchisors of local and international brands in respect of disclosure documents, franchise agreements and general legal issues

Livingstone Crichton

• High Court, Magistrates Court and Supreme Court Practice o Estates / Wills
• Matrimonial Law
• Personal Injury Department (Road Accident Fund)
• Aviation Law
• Conveyancing
• Labour Law
• Company Secretarial o Commercial Law
• Franchising