TERMS AND CONDITIONS
2. Accessing our Website
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.
5. Information about you and your visits to our Website
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.
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.
10. Payment Services Provider
If investment payment is via AFEX, by using this website you agree to be subject to AFEX’s Terms & Conditions which may be modified by AFEX from time to time. As a condition of NR Private Market enabling payment processing services through AFEX, you agree to provide NR Private Market accurate and complete information about you and you authorize NR Private Market to share it and transaction information related to your use of the payment processing services provided by AFEX. AFEX Terms & Conditions.
11. Investor Eligibility Criteria
In order to become a member of our investor community, you must meet current Financial Conduct Authority (FCA) guidelines by completing a sign-up and onboarding procedure. This process will identify you as a specific type of investor, providing you with full access to all investment offerings on the platform. Investor Types:
- Professional Client
- Elective Professional Client
- Self-Certified Sophisticated Investor
- Certified Sophisticated Investor
- Certified High Net Worth Investor
12. 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 applications 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
13. Summary 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 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.
14. 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 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.
15. Intellectual Property Rights