Frequently Asked Questions
FREQUENTLY ASKED QUESTIONS
We’ve prepared detailed FAQ's to answer most of your questions.
How does NR Private Market work?
NR Private Market is a unique platform that connects approved institutional, high-net-worth and sophisticated investors with access to private equity/debt placements within the mining sector. The platform provides approved investors with access to private placements from private and public mining companies globally. Using state-of-the-art, secure technology, approved investors can analyse and track mining companies, request access to offering documents and invest online through the platform.
NR Private Market makes private placements within the global mining sector, more accessible to institutional and individual investors.
An investor is deemed to be 'approved' once having completed the KYC/AML on-boarding process on the NR Private Market platform - further details can be found on this process in the Terms & Conditions.
What are the benefits of NR Private Market over traditional investor sourcing models?
NR Private Market opens up the world of mining and exploration opportunities to a broader base of approved investors. It uses the power of a "crowdfunding" 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. That cuts out red tape, saves time, additional costs, and many of the fees associated with traditional natural resources investments. NR Private Market connects interested investors to fantastic mining investment opportunities with a few simple clicks of the mouse.
- Grow Investor Network
Raise your company profile and gain exposure to a diversified pool of liquidity including institutions, family offices and individual approved investors.
- Streamlined Capital Raising
Streamline and simplify your capital raising with centralised management of your offering. Engage with investors, 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.
- Free for Investors
All approved investors have free access to the platform and can browse companies and live offerings from mining company issuers.
- Access 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 secure escrow facility.
Who can invest on NR Private Market?
NR Private Market categorises approved investors as either Professional Clients or Elective Professional Clients as follows:
Professional Clients: a client that is either a per se professional client or an elective professional client. A professional client is a client who possesses the experience, knowledge and expertise to make his/her own investment decisions and properly assess the risks that he/she incurs. Categories of clients who are considered to be professionals per se:
1. An entity which is required to be authorised or regulated to operate in financial markets. Examples of entities carrying out the characteristic activities are:
a) Credit institutions,
b) Investment firms,
c) Other authorised or regulated financial institutions,
d) Insurance companies,
e) Collective investment schemes and management companies of such schemes,
f) Pension funds and management companies of such funds,
g) Commodity and commodity derivatives dealers,
h) Locals: firms which provide investment services and/or perform investment activities consisting exclusively in dealing on own account on markets in financial futures or options or other derivatives and on cash markets for the sole purpose of hedging positions on derivatives markets or which deal for the accounts of other members of those markets or make prices for them and which are guaranteed by clearing members of the same markets, where responsibility for ensuring the performance of contracts entered into by such firms is assumed by clearing members of the same markets, and/or,
i) Other institutional services.
2. Large undertaking meeting two of the following size requirements on a company basis:
a) balance sheet total at least EUR 20,000,000; and/or,
b) net turnover at least EUR 40,000,000; and/or,
c) own funds at least EUR 2,000,000.
3. Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitization of assets or other financing transactions.
Elective Professional Clients - NR Private Market may treat a client as an elective professional client if the following process is followed. 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.
Promotions in relation to non-quoted securities are referred to as “non-readily realisable securities” (NRRS), these opportunities are made available to Certified and self-certified sophisticated investors and certified High Net Worth Investors.
Self-Certified Sophisticated Investor - The Client is a self-certified sophisticated investor because at least one of the following criteria are satisfied:
1. They are a member of a network or syndicate of business angels and have been so for at least the last six months prior; and/or,
2. They have made more than one investment in an unlisted company, including via NR Private Market, in the two years prior; and/or,
3. They are working, or have worked in the two years prior, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; and/or,
4. They are currently, or have been in the two years prior, a director of a company with an annual turnover of at least £1 million.
Certified High Net Worth Investor - Is an investor to which the following criteria applies, and whom has signed a certified statement;
1. Throughout the financial year immediately preceding the date signed, an annual income value of £100,000 or more. Annual income for these purposes does not include money withdrawn from my pension savings (except where the withdrawals are used directly for income in retirement).
2. held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:
(a) the property which is my primary residence or any money raised through a loan secured on that property; or
(b) any rights of mine under a qualifying contract of insurance; or
(c) any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled; or
(d) any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).
Certified Sophisticated Investors -
1. Will be in receipt of a signed certificate dated within the last 36 months by a firm confirming the individual has been assessed by that firm as sufficiently knowledgeable to understand the risks associated with engaging in investment activity in non-mainstream pooled investments and NRRS; and
2. who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:
“SOPHISTICATED INVESTOR STATEMENT
I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-mainstream pooled investments. The exemption relates to certified sophisticated investors and I declare that I qualify as such.
I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-mainstream pooled investments.
An investor is deemed to be 'approved' once having completed the KYC/AML on-boarding process on the NR Private Market platform - further details can be found on this process in the Terms & Conditions.
Why do I need to provide so much personal information?
To comply with Anti-Money Laundering (AML) regulations, investors 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. Investors may upload and submit these documents at any time, prior to making their first investment on NR Private Market and are encouraged to complete this process at the earliest opportunity.
Additionally, to comply with FCA regulations and demonstrate a knowledge and understanding of the process, investors are required to select an "Investor Profile" and complete an Appropriateness Test. Participants will be categorised accordingly which will further determine the types of investment opportunities available to them.
Is NR Private Market legal?
Yes. We've made sure that NR Private Market is compliant with the appropriate state, territory and federal laws. This means we've dug into some very special time with our lawyers to ensure we comply with the relevant legislation covering the issuing of private securities via NR Private Market.
How do I get started as an Issuer?
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://www.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.
What checks are carried out on issuers listed on the platform?
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 4 guided principles which we call the “4Cs”.
- 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.
Is there an investment minimum and maximum?
Yes. The minimum and maximum investment is different for each project and is set by the issuing company.
What kind of fees do investors have to pay?
There is no fee to join as an investor member on the NR Private Market platform, neither do our members pay any fees to invest in a deal. Please note NR Private Market does not handle or manage any client funds.
Can you provide an overview of the Investor Onboarding & Investment Process?
Approved Investors represent Professional, Elective Professional, Certified High Net Worth or Self-Certified Sophisticated investors that have passed stringent Know-Your-Customer (KYC) and Anti-Money Laundering (AML) checks and have been provided access to investment opportunities available on the NR Private Market platform.
The following outlines the investor onboarding & investment process:
1) Register online and complete investor status (client categorisation checks) KYC and AML compliance.
2) Once approved, Investors can access live offerings and complete due diligence.
3) Approved Investors that wish to undertake further due diligence on the NR Investment Opportunity can request access to the project's Technical Dataroom. In order to gain access, they will first sign a London Markets Association based pre-prepared Non-disclosure Agreement.
4) Sign offering documentation using online e-signature.
5) Transfer funds to the nominated deal escrow account through segregated e-wallets.
6) On a successful close, funds will be remitted to the issuer and an electronic deal log created and shares issued directly to the investor.
Is NR Private Market crowdfunding?
Whilst we don’t consider ourselves as a crowdfunding platform, NR Private Market takes many of the principles of crowdfunding of private companies and we apply them to both private and public companies. This allows private investors to participate in private placings alongside institutional and professional investors and on the same terms.
How do money transfers work on the platform?
Money transfers 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.
Is the NR Private Market platform safe?
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 investors 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.
What security and encryption measures are in place with the platform?
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 MANGOPAY payment system complies with all European Union and card industry regulations thanks to their banking license which covers businesses registered in the 31 countries of the European Economic Area. They guarantee that all sensitive data such as card details and user identity is handled securely, conform with PSD2, GDPR and PCI DSS. For further details on MANGOPAY security and encryption please visit their website here - LINK.
What Cookie usage is involved with the platform?
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.
|CAKEPHP||Used for Katipult to track the user's session across HTTP Requests||Core|
|AWSELB||Used by Amazon Web Services to determine which application server is being used by the Katipult||Core|
|_gid||Used by Google Analytics||
|_gat_clientTracker||Used by Google Analytics||Google Analytics|
|_gat||Used by Google Analytics||Google Analytics|
|_ga||Used by Google Analytics||Google Analytics|
|__zlcmid||Used by Zopim||Zopim Chat Module|
|intercom-session-$id||Used by Intercom||Intercom Support Module|
|intercom-id-$id||Used by Intercom||Intercom Support Module|
|mp_mixpanel__c||Used by MixPanel||MixPanel Support Module|
|mp_$id_mixpanel||Used by MixPanel||MixPanel Support Module|
Can you provide an overview of the Issuer Pathway?
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 Approved Investors 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 Approved Investor 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 Investors commence the investment commitment process.
STEP 5 – OFFER CLOSE
Once a company has reached its Minimum Target Amount, MINEXIA will initiate the documentation process where the Company’s Memorandum and Articles of Association and Shareholders Agreement will 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 will follow.