FREQUENTLY ASKED QUESTIONS

We’ve prepared detailed FAQ's to answer most of your questions.

General FAQ

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.

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.

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.

 

For Issuers

    • 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.

 

For Investors

    • 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.

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. NR Private Market undertakes an adequate assessment of the expertise, experience and knowledge of the client that gives reasonable assurance, in light of the nature of the transactions or services envisages, that the client is capable of making his own investment decisions and understanding the risks involved (“the appropriateness test”). If the client is an entity, the test should be performed in relation to the person authorised to carry out transactions on its behalf.

 

At least two of the following highlighted criteria are satisfied:
1. The client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters; and/or,
2. The size of the client’s financial instrument portfolio exceeds EUR 500,000; and/or
3. The client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged; and/or,
4. The Client is a self-certified sophisticated investors because at least one of the following criteria are satisfied:
4.1. 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,
4.2. They have made more than one investment in an unlisted company, including via NR Private Market, in the two years prior; and/or,
4.3. 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,
4.4. 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.

 

5. The Client is a self-certified high net worth investor because at least one of the following criteria are satisfied:
5.1. They had, throughout the financial year immediately preceding, an annual income to the value of £100,000 or more; and/or,
5.2. They held, throughout the financial year immediately preceding, net assets to the value of £250,000 or more.

 

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.

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.

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.

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 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 commerical, social, and environmental custodianship.

    • Concession - We assess concessions across a range of technical, commercial and social areas, including: geology, resources, infrastructure, the enviroment and social licence.

    • Commodity - We assess commodities for attractive micro and macro fundamentals.

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

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.

Approved Investors represent Professional, High Net Worth or Self-Certified Sophisticated investors that have passed stringent Know-Your-Customer (KYC) and Anti-Money Laundering 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, 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.

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.

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.

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.

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.

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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

LEGAL DOCUMENTS
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.

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