Brian Gordon Keynote Address - Structuring Mining Deals in Emerging Asian Economies

STRUCTURING MINING DEALS IN

EMERGING ASIAN ECONOMIES

INVESTING IN ASIAN MINING INDABA

30 OCTOBER 2012

Brian Gordon, Partner

T: +65 6305 9533

brian.gordon@hfw.com

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Presentation Structure

Coverage

Regulatory Frameworks

Risks and Issues

How to Structure and Protect your Investment

On the Radar

Questions

Coverage

Indonesia

Mongolia

Myanmar

Regulatory Frameworks

Foreign Investment in Mining Projects

Restrictions

Real estate

Company ownership

Foreign workforce

State participation

Equity rights

Approvals

Incentives

Tax exemptions

Stability agreements

Regulatory Frameworks

Granting of Mining Tenements

Tender

Geographical scope

State controls

Licences/permits

Regulatory Frameworks

Payment Obligations

Royalties

Tariffs

Licence fees

Risks and Issues

Regulatory Issues

Political Risk

Internal Conflicts

Bureaucracy

Corruption

Infrastructure

Structure and Protect Your Investment

Due Diligence

Technical

Financial

Legal

Structure and Protect Your Investment

Insurance

Political risk

State expropriation

Frustration/repudiation of contracts with governments

Business interruption

Structure and Protect Your Investment

Agreements

Pre-emptive rights

Put option

Exit clauses

Protection of minority interests

Jurisdiction and governing law

Enforcement

Structure and Protect Your Investment

Local Partner

Satisfies relevant regulations

Navigate local legislation and bureaucracy

Local recruitment and capital

Structure and Protect Your Investment

Suggested Structure

Singapore HoldCo

Free Trade Agreements

Double tax treaties

Other tax reliefs

Supply chain management

Structure and Protect Your Investment

Foreign

Investor

Singapore

Holding Co

Indonesia

Subsidiary

Mongolia

Subsidiary

Myanmar

Subsidiary

On the Radar

Mongolia

Ban on new licences to be lifted

Securities Markets Law

Indonesia

New licensing regime

Tariff increases

Inflow of US investment to Myanmar

following end of sanctions

New transparency regime in US;

proposed in EU

Questions

Lawyers for international commerce

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