FREQUENTLY ASKED QUESTIONS

NR Private Market is a unique platform that connects platform subscribers from the investor community with access to private equity/debt placements within the mining sector. The platform provides subscribers with access to private placements from private and public mining companies globally. Using state-of-the-art, secure technology, subscribers can access, analyse and track mining companies, request access to offering documents and communicate their investment intent directly with these companies online through the platform. NR Private Market makes private placements within the global mining sector, more accessible to the investment community.

NR Private Market opens up the world of mining and exploration opportunities to a broader base of the investment community. It uses the power of the platform model to bring together smaller amounts of capital across a broader audience. 

It's about bringing people together with the kinds of deals usually only reserved for big investors or banks and enjoying the mutual potential benefits!

NR Private Market also cuts out the middle man as investors and Issuers meet direct via our platform, saving time, and money as there are additional costs, and many of the fees associated with traditional natural resources investments. NR Private Market introduces interested investors to fantastic mining investment opportunities with a few simple clicks of the mouse.

For Issuers:

• Grow Investor Network - Raise your company profile and gain exposure to a diversified pool of liquidity including institutions, family offices and individuals through access to the platform and Minexia’s base of corporate finance contacts.
• Streamlined Capital Raising - Streamline and simplify your capital raising with a centralised management system of your offering. Engage with investors direct, pre-, during and post-transaction.
• Reduce Fees & Costs - Look to minimise the cost of your offering with a fixed on-boarding fee and competitive closing fee. Avoid traditionally higher cost broker fees.

For the investor community:

• Free subscription to join the platform - All subscribers have free access to the platform and can browse companies and live offerings from mining company issuers.
• Access promotional material of what we believe to be Quality Deal Flow - Access offerings that have been evaluated by a professional mining finance and technical team prior to on-boarding and approval.
• Monitor and Transact - Monitor and follow companies, request access to offering documents, complete due diligence and invest via the clients secure escrow facility.

NR Private Market subscription is available solely to persons who wish to be treated as elective professional clients for the purpose of receiving financial promotions and promotional material and who understand and accept the loss of protections as a result of this categorisation. Subscribers generally should have experience of making investments of the kind offered on the platform and be capable of making their own investment decisions. Subscribers will become corporate finance contacts of Minexia and are not clients. Subscribing to the platform does not create any contractual arrangement between the individual and Minexia. Subscription on any other basis other than as stated above and within our terms and conditions.   

To comply with Anti-Money Laundering (AML) regulations, Clients and Subscribers are required to provide comprehensive personal information: furthermore, they need to verify their identity and residence, by uploading 2 approved documents - from the list provided - during the sign-up process.

The platform is open to mining and exploration companies looking to promote investment opportunities, that meet our criteria and using NR Private Market as an alternative to the traditional methods of raising capital. If you have an opportunity which you feel would be suitable for the platform, please register here https://platform.nrprivatemarket.com/signup What do I do once registered? Once registered you will be required to complete a verification process by providing details about your company and complete an online application detailing your project. On completion, this will be reviewed by the NR Private Market team. Subject to approval of your application you will be granted full access to the platform and be able to create an offering.

All mining company issuers and projects admitted to NR Private Market must meet a set of minimum criteria. All deals are then subject to a further rigorous screening and due diligence process which is based on 5 guided principles which we call the “5Cs”.

• Country - We assess countries on the basis of political, security and governance risks and the quality of their mining code.
• Company - We assess companies on their management's strength and experience and records on commercial, social, and environmental custodianship.
• Concession - We assess concessions across a range of technical, commercial and social areas, including: geology, resources, infrastructure, the environment and social licence.
• Commodity - We assess commodities for attractive micro and macro fundamentals.
• Categorisation – The ability to meet the requirements of the FCA handbook criteria of either, COBS 3.5.1R, COBS 3.5.2R or COBS 3.5.3R

Yes. The minimum and maximum investment is different for each project and is set by the issuing company.

There is no fee to subscribe to the NR Private Market platform, neither do subscribers pay any fees should they chose to invest in a deal. Please note NR Private Market does not handle or manage any client funds and you will transact direct with the company of their chosen third-party provider.

Subscribers represent individual investors who are corporate finance contacts of Minexia as per COBS 4.7.8R and have elected to be treated as Elective professional clients in order to receive financial promotions.

Subscribers are required to provide information to Minexia to evidence that they can be treated as Elective Professional Clients in addition to their request to be treated as such.

Subscribers to the platform are required to complete their profile and provide documentation to satisfy Know-Your-Customer (KYC) and Anti-Money Laundering checks before they are given access to promotional material with details of the investment opportunities available on the NR Private Market platform.

The following outlines the subscription and investment process:

1. Subscriber registers online to become a corporate finance contact of Minexia. KYC and AML compliance is completed.
2. Once the subscription has been processed, subscribers can access promotional material containing live offerings and view complete due diligence as provided by Minexia’s Clients.
3. Subscribers that wish to undertake further due diligence on the NR Investment Opportunity can request access to the project’s Technical Dataroom populated by the client. In order to gain access, subscribers will first sign a London Markets Association based pre-prepared Non-disclosure Agreement with the client.
4. Sign the clients offering documentation using online e-signature.
5. Transfer funds to the client’s nominated deal escrow account through segregated e-wallets.
6. On a successful close, funds will be remitted to the issuer by the escrow holder and an electronic deal log created and shares issued directly to the subscriber.

Subscribers should be aware that Minexia is introducing you direct to the client only, you are not clients of Minexia. Subscription to the NR Private Market Platform does not create any contractual obligations between yourself and Minexia.

No, NR Private Markets is not a crowdfunding platform. NR Private Market provides a communication platform to promote opportunities for both private and public companies. This allows the investor community to participate in private placings alongside institutional and professional investors and on the same terms.

Money transfers are either direct to the client or facilitated by third parties at the client’s request and may happen in one of two ways:

1. Money may be transferred directly to the issuer; or,
2. Money may be transferred to an issuer's AFEX bank account. AFEX transfers are commonly adopted when there is likely to be a large number of, or volume of, foreign exchange.

Specific guidance on money transfer will be provided on an offer by offer basis.

NR Private Market is a secure platform. We use 128 bit encryption, the very same encryption that is used by major banking institutions.

We promote a safe, supportive and secure member community. All of our subscribers and issuers are vetted and approved before membership access is granted. Each of our mining investment deals and projects are thoroughly checked and vetted before being approved. And we also continually monitor activity on our service to help ensure your privacy and protection at all times.

If an offer utilises AFEX banking: AFEX is authorised as a payment institution by the Financial Conduct Authority (FCA) under the Payment Services Regulations 2017 (PSRs) and registered as a Money Services Business (MSB) with HM Revenue & Customs. (AFEX FAQs)

You may provide AFEX with funds for either the execution of payments services or foreign exchange services. Regardless of the service rendered, AFEX takes best efforts to ensure the protection of all funds received by its clients. Funds received for payment services are afforded certain protections under the PSRs. Specifically, AFEX is required to segregate funds received for payment services in a designated account it maintains with an authorised credit institution. It is prohibited under the PSRs from including funds received for foreign exchange services in this designated account.

Funds are considered to be held for the execution of payment services when you provide AFEX with instructions to remit the funds to a third party on a future date. In the absence of instructions to remit funds to a third party, AFEX considers your funds to be held for the execution of foreign exchange services. Although these funds are not subject to the PSRs, AFEX will safely maintain all such funds in accounts with some of the most reputable financial institutions in the world, such as Bank of America, Barclays, and Citibank.

AFEX is also authorised and regulated by the FCA to advise on and execute trades in financial instruments. Financial instruments include FX options, swaps, and non-deliverable forwards. When you execute a financial instrument with AFEX, you may be required to exchange initial margin or variation margin. Both initial margin and variation margin as well as the net mark-to-market of any “In-the-Money” open financial instruments you execute with AFEX are segregated in strict accordance with the FCA’s Client Assets Sourcebook (CASS Rules). AFEX’s compliance with the CASS Rules is subject to an annual independent audit.

Please note when using third-party providers such as AFEX your relationship and any contracts created will be with AFEX and not Minexia and it will be subject to AFEX terms and conditions.  

NR Private Market is hosted on Amazon Web Services. This partnership allows NR Private Market to rely on several security certifications AWS has obtained including ISO 27001 certification, ability for level 1 service provider under the Payment Card Industry (PCI) Data Security Standard (DSS). AWS undergoes annual SOC 1 audits and has been successfully evaluated at a moderate level for US Federal government systems as well as DIACAP 2 for US Department of Defence systems. Client to server communication is encrypted through the secure TLS protocol with an SSL Certificate. Clients can ensure that their connection is secure by verifying that there is a lock at the top of their browser. This prevents "person-in-the-middle" attacks that could occur over insecure wireless networks or routers that are not trusted.

The following cookies are used on the platform; if your regulations require you to disclose cookies, this information can be used in the disclosures. Katipult LINK.

The following describes the Issuer (Client) Pathway from Provisional Issuer to Approved Issuer and the offering process.

STEP 1 – INITIAL ENGAGEMENT
Provisional Issuers are required to prepare a comprehensive portfolio of individual and company identification data, project data, reports and financials prior to Initial Engagement. This is to include:

• director identification documents
• company identification documents
• a corporate presentation
• a technical report on the project
• historical and forecast financials
• dataroom showcasing relevant technical information
• photography and videography if available

STEP 2 – SCREENING
Provisional Issuers will be guided to the platform page where individual, company and project detail for the natural resources investment opportunity (“NR Investment Opportunity”) can be uploaded. Once uploaded, MINEXIA will conduct a desktop review. Additional details and requests for further information or clarification may be submitted to the Provisional Issuer to enable MINEXIA to continue the screening process.

STEP 3 – ONBOARDING
Approved NR Investment Opportunities will be presented to Subscribers via the Platform and MINEXIA will work with the Approved Issuer to ensure that their online profile and pitch is optimised to attract investment.

STEP 4 – OFFER PERIOD
Having populated the NR Investment Opportunity on the Platform, MINEXIA will monitor subscriber interest and advise and agree the most advantageous timing to commence the Offer Period with the Approved Issuer. Upon that agreed date, the NR Investment Opportunity will transition to Live. This initiates the time when Approved subscribers from the investment community are able to commence the investment commitment process.

STEP 5 – OFFER CLOSE

LEGAL DOCUMENTS
Once a company has reached its Minimum Target Amount, the Company’s Memorandum and Articles of Association and Shareholders Agreement can be updated, as well as any other legal documents pertinent to the round.

The issuance of securities to Approved Investors that have committed to the transaction can then follow.