TERMS AND CONDITIONS

1. Introduction

These Terms and Conditions govern your use of www.nrprivatemarket.com  (the ‘Website‘). Please read these Terms and Conditions carefully before using the Website operated by MINEXIA Limited. By using our Website, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our site.

2. Accessing our Website

Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our Website is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our Website, or our entire Website, to users who have registered with us.

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these terms of use.

You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.

3. Content

The information published on the Website is provided for the convenience of its visitors and you are advised that, although care has been taken to ensure technical and factual accuracy, some errors may occur. No guarantee is given of the accuracy or completeness of information on these pages.

Please be aware that MINEXIA may alter the information on the Website from time to time, including these Terms and Conditions and privacy policy. It is your responsibility to check these Terms and Conditions from time to time and to remain in compliance with them.

4. Limitation of Liability

The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we and other members of our group of companies and third parties connected to us hereby expressly exclude:

  • all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity
  • any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our Website or in connection with the use, inability to use, or results of the use of our Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
    • loss of income or revenue
    • loss of business
    • loss of profits or contracts
    • loss of anticipated savings
    • loss of data
    • loss of goodwill
    • wasted management or office time, and
    • for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.

This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

PLEASE NOTE THAT SHOULD YOU CHOOSE TO INVEST INTO A COMPANY BASED ON INFORMATION YOU HAVE VIEWED WHILST USING THE NR PRIVATE MARKET PLATFORM, THIS IS AT YOUR OWN RISK, YOU ARE NOT A CLIENT OF MINEXIA LIMITED AND ARE NOT PROTECTED BY THE FSCS (Financial Services Compensation Scheme). Minexia’s only clients are professional clients with whom Minexia has entered into an engagement with to provide services. 

5. Information about you and your visits to our Website

We process information about you in accordance with our Privacy Policy. By using our Website, you consent to such processing and you warrant that all data provided by you is accurate.

6. Viruses

You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

In the event of such a breach, your right to use our Website will cease immediately. MINEXIA use reasonable endeavours to prevent contamination by known viruses and to maintain the security of the Website but MINEXIA does not warrant the information on the Website in any way and in particular no warranty is given that the Website or its contents or hypertext links to other sites are accurate, complete, virus free or uncontaminated, nor can we guarantee that the Website may not be affected by deliberate damage by hackers, failure of plant, machinery, equipment or computers, power failure, failure of telecommunications lines or any criminal action.

You are advised to make your own virus checks and to implement your own precautions in this respect. MINEXIA exclude all liability for contamination or damage caused by any virus or electronic transmission.

7. Hyperlinks

The incorporation of any links to other websites is for your convenience and reference only and does not imply that MINEXIA approves or endorses the contents of that website or the material available from it and MINEXIA do not control and is not responsible for the content of any such websites in terms of their accuracy, suitability, legality or otherwise and accept no responsibility for them or for any loss or damage that may arise from your use of them.

8. Law and Jurisdiction

Your use of the Website is governed by the Laws of England & Wales. You hereby consent to the non-exclusive jurisdiction of the English courts in all disputes arising out of or relating to the use of the Website.

9. Termination

MINEXIA may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

10. Introductions to third party providers

Minexia may introduce you to third party providers such as Clients of Minexia who are seeking capital raise and payment service providers whom the Clients may direct you to use should you chose to invest. Minexia does not accept any liability for third-party providers and your contract will be directly with the third-party provider and not Minexia. Clients may direct you to use AFEX as a payment service provider, it is important to note that you will be subject to AFEX terms and conditions and any information you provide to AFEX will be subject to their policies, procedures and requirements. Any investments made as a result of information you have viewed on the NR Private Market Platform are at your own risk, you are not a client of Minexia, and Minexia has not contractual obligation to you.

11. Investor Eligibility Criteria

In order to subscribe to the NR Private market platform, you must meet current Financial Conduct Authority (FCA) guidelines by requesting to be treated as an elective professional client in order to receive financial promotions as per FCA Handbook rule COBS 4.7.8R and Minexia will follow your request by providing you with a loss of protections notification. Summary of the subscription process as follows;

  • Request subscription to the NR Private Platform,
  • Confirm your request to be treated as an elective professional investor in order to receive financial promotions.
  • Read Minexia’s loss of protections notification
  • Confirm acceptance of loss of protections
  • Complete the online subscription process providing details of your investment experience and confirming identity.

Please note that subscribing to the NR Private Platform does not create any contractual arrangement between the subscriber and Minexia. Subscribers are not clients of Minexia.

12. Investor Eligibility Criteria

Minexia provides services to Professional clients only and does not provide services to Clients who meet the definition of a Retail Client as per COBS 3.4.1r.

Professional Client – Is anyone who is a professional client for the purposes of the Financial Conduct Authority’s Conduct of Business Sourcebook (“COBS”) rules COBS 3.5.1R and COBS 3.5.2R. Professional clients are considered to possess the experience, knowledge and expertise to make their own investment decisions and assess the risks inherent in their decisions. Certain institutions are automatically classified as professional clients (known as per se professional clients).

Elective Professional Client – Clients which meet certain criteria may request to be opted-up to be treated as an Elective Professional client (which includes any individual investor who is a natural person). To elect to be treated as a professional client, an Investor must be subject to an adequate evidenced based assessment taking into account; the clients experience and knowledge in relation to the specific type of investment opportunity (related instruments) and the risks involved. The Client receiving loss of protection notification in relation to the consequences of the elective professional categorisation and a separate confirmation from the client accepting the categorisation. In the case of any business to which MIFID relates, information relating to frequency of transactions and the size of the client’s investable portfolio will also be required to be disclosed and assessed. Please see the full rules as contained in the FCA handbook COBS 3.5.3R.

13. Anti-Money Laundering (AML) and Know Your Customer (KYC) Regulations

To comply with Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations, all users of NR Private Market are required to provide comprehensive personal information: furthermore, they need to verify their identity and residence, by uploading approved documents – from the list provided – during the sign-up process. Users may upload and submit these documents at any time, and are encouraged to complete this process at the earliest opportunity.

Under the UK Money Laundering Regulations, all users are required to answer questions in relation to source of funds and source of wealth. Insufficient and incomplete applications may cause delays. Minexia reserves the right to refuse subscriptions on the grounds of incomplete and insufficient information provided by the applicant.

Documents that are required during the on boarding process include:

Natural Person
1. Proof of Identity – ID Card or Passport or driving licence for UK, USA and Canada (a passport is required outside of SEPA area).
a. The passport must not be expired;
b. The passport must contain a clear face picture of the customer;
c. The machine readable zone (MRZ) must be legible and complete.
d. The passport holder’s first and last name should match the details used during registration; and,
e. The date of birth must match the details provided during registration.

2. Proof of Address – this must be a copy of a utility bill showing name and address. Accepted documents include: utilities bills, tax statements, and insurance policy documents.

Legal Entity
1. Proof of Identity
2. Articles of Association
3. Proof of Registration
4. Shareholder Declaration

14. Summary of Client (Issuer) AML / Onboarding Process

The following describes the Issuer 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.

15. Overview of the NR Private Markets offering to clients and the investor community

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. The 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.

16. Intellectual Property Rights

The contents of these pages are Copyright © 2018-2022 MINEXIA Limited.

We are the owner or the licensee of all intellectual property rights in our Website, and in the images and other material published on it (the ‘Content‘). The Content is protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts of any page(s) from our Website for your personal reference and you may draw the attention of others within your organisation to material posted on our Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) such as the authors of Content on our website must always be acknowledged.

You must not use any part of the materials on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

IF YOU PRINT OFF, COPY OR DOWNLOAD ANY PART OF OUR WEBSITE IN BREACH OF THESE TERMS OF USE, YOUR RIGHT TO USE OUR WEBSITE WILL CEASE IMMEDIATELY AND YOU MUST, AT OUR OPTION, RETURN OR DESTROY ANY COPIES OF THE MATERIALS YOU HAVE MADE.

Changes to this Notice

We may change this Notice from time to time. You should check this Notice occasionally to ensure you are aware of the most recent version.

This Notice was last updated on 30th December 2021.