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 INVESTMENTS MADE USING THE NR PRIVATE MARKET PLATFORM ARE NOT PROTECTED BY THE FSCS (Financial Services Compensation Scheme).

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. 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
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. – 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.

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

The contents of these pages are Copyright © 2018-2020 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.