Attorney-at-Law - Bao&Fils - Guinea
(2024-07)
Legal Counsel - Norton Rose Fulbright LLP - London
(2024-07 - 2024-07)
I advised Robex on the following issues:
- Corporate – overview of the corporate organisation of the relevant companies; overview of the incorporation/constitutional documents; consideration of the shareholding details of such companies and overview of any shareholder agreements or voting agreements in place; and overview of the intercompany/shareholder loan agreements.
- Mining Title and terms of Mining Convention – overview of the project company's title to the mining rights including in respect of the mining convention, the exploitation licence and any exploration licence in place; assessment of any third party rights in relation to the same (e.g. security interests/liens or rights of pre-emption in relation to any of the licences); consideration of any existing or threatened disputes in relation to the licences; and consideration of any closure plans for the
- Land Title – overview of the details of ownership/title to the property(ies) required for the project; overview as to whether all required consents have been obtained; overview of any third-party rights in relation to the same (e.g. easements, security interests/liens); overview of any existing or threatened disputes in relation to such property(ies).
- Permitting (including in respect of environmental matters) – to the extent not covered in respect of the above, overview of the relevant permits, consents and authorisations in place which are necessary for the operation of the Project (e.g. in relation to environmental matters, the export and sale of gold and borrowing of foreign currency/holding of offshore bank accounts) and status of such permits (e.g. current, expired, contested/disputed); and to the extent applicable a gaps analysis in rel
Legal Counsel - Norton Rose Fulbright LLP - London
(2024-07 - 2024-07)
I advised AngloGhold in the purchase of mining assets in Guinea:
- Reviewing of the corporate entity and any contract it has
- Advising on the transfer of the shares in the Guinean company
- Reviewing any sections of the SPA that relate to the purchase of those shares
- Advising on any regulatory or anti-trust approvals required for the transfer of the Mansala asset to AngloGold
- Advising on any local tax implications of the transfer of the asset
- Reviewing and inputting on any local law transfer requirements in relation to the transfer agreement for the permit and advising on the mechanics for the transfer and any related taxes and filings required
- Assisting in the conduct of any legal due diligence in relation to the Mansala asset
Legal Counsel - Zhong Lun Law firm - China
(2024-07 - 2024-07)
I advised SPIC API on the following issues in Guinea:
- To conduct a limited legal due diligence in respect of the Borrower and the Project and issue a legal memorandum
- To review and comment on the Facility Agreement from the perspective of Guinean law
- To issue a standard legal opinion on legal capacity of the Borrower and the legality, validity, and enforceability of the Facility Agreement
- To issue a confirmation letter regarding the Facility Agreement that all Guinean law related conditions precedent is satisfied
- To advise on issues that may generally arise from the foregoing
Local Counsel - Baker Mckenzie FenXun - Beijing
(2024-07 - 2024-07)
I advised a syndicate consisting with several PRC banks with Export-Import Bank of China ("CEXIM") as the led arranger ("Syndicate") as local counsel to provide financing for the purpose of funding the development of mineral resources and construction of infrastructures such as railways and port for Simandou (Blocks 1 and 2) iron ore mine project ("Project") in Guinea under a facility agreement ("Facility Agreement"). Our assistance was required to cover the following issues:
- Legality and existing of CTG, Winning Railway, Winning Ports, Winning Consortium Simandou SAU, including reviewing their incorporation documents, articles of association, director/shareholder resolutions
- Related approval documents required for the Project under Guinean laws, such as governmental approvals / permits related to investment, mining, land, construction, environment and so on
- Any foreign currency control in connection with this transaction (for example if there is any restrictions for CTG, Winning Railway, Winning Ports, Winning Consortium Simandou SAU to pay dividends)
- Reviewing the Guinean Cooperation and Investment Agreements and summarizing the key clauses (e.g. the conditions to make dividend and voting mechanism of the board) and the risks as you see thereunder in connection with this transaction
- And other red flag issues (if any) related to the proposed Loan transactions as you see
In-house legal counsel - Société Générale - Paris, France
(2023-09 - 2024-06)
- Provided legal advice, drafted, and reviewed financing contracts (credit contracts, letter of guarantee, letter of comfort, counter guarantee, personal guarantee)
- Participation in the legal validation of new financial products within the African subsidiaries and design of related contractual support
- Provided legal advice and assisted on African regulatory legal issues (compliance, ESG, WAMU and ECOWAS banking and financial regulation matters, corporate, commercial & contractual matters)
Attorney-at-Law - Alexander & Partners - Paris/Berlin
(2021-06 - 2023-09)
- With CMS von Erlach Partners SA: Provided legal advice and drafted memoranda with a view to structuring mining projects in Guinea (the mining company name was not revealed to me): granting/renewing/withdrawing concession rights, subcontracting, awarding research permits/licenses, establishing technical partnerships
- With SCPA LBTI: Provided legal advice to Orano on a Global Partnership Agreement (Accord Global de Partenariat) with the State of Niger/SOPAMIN and to Rio Tinto on the procedure of granting a mining concession and the related investment convention
- With CLK Avocats: Performed due diligence on mining projects (the mining company name was not revealed to me) and legal analysis on regulatory, corporate, contractual, environmental, finance and administrative aspects in the Ivory Coast mining sector
- With King and Wood Mallesons: Provided legal advice to China Railway in a mining project in Guinea: review of the bauxite mining contract and the sale and purchage contract of bauxite entered between VENUS SARL and Chalco S.A, review of the exploitation permit and the exploration permit
- With Alexander & Partners: Provided memoranda on the contractual framework of the mining investment and the administrative procedure of granting mining permits in Mauritania
- Legal monitoring on African mining legislation, compliance, ESG, OHADA law
Attorney-at-Law, Legal Counsel to the Gridworks, AEE Power, Eranove consortium - Orrick Herrington & Sutcliffe - Democratic Republic of Congo
(2021 - 2021)
Legal Counsel to the Gridworks, AEE Power, Eranove consortium in the Democratic Republic of Congo & Legal Counsel on power generation subsidiarization in Cameroon:
- Provided legal advice pertaining to Power Purchase Agreements (PPA) and concession contracts on Engineering, Procurement & Construction (EPC), including drafting of companies' shareholder agreements
- Drafted memoranda on the legal framework of energy projects, including environmental and social legal requirements
- Legal monitoring on African mining legislation, compliance, ESG, OHADA law
Attorney-at-Law, Legal Counsel to Gecamines, STL, Trafigura, Huayou Cobalt, Sicomines - Asafo & Co - Democratic Republic of Congo
(2020 - 2020)
Legal Counsel to Gecamines, STL, Trafigura, Huayou Cobalt, Sicomines on mining projects in the Democratic Republic of Congo & Legal Counsel to the Republic of Guinea on tenders for mining concessions:
- Negotiated and drafted Offtake contracts between GECAMINES, Trafigura and Huayou
- Provided legal advice to GECAMINES on shareholders' loans between GECAMINES and Trafigura and between GECAMINES and Huayou
- Provided legal advice to STL (subsidiary of GECAMINES) on a Prepayment contract related to the sale (Offtake contract) by STL to Trafigura of zinc oxides from the processing of slag from the Lubumbashi slag heap
- Provided legal advice to ERG on a mining project: negotiated and drafted memoranda on structuring concession agreements, JV agreements and shareholders agreements
- Drafted legal analysis on the COVID-19 impact on the ongoing Offtake contracts and their related Prepayment contracts (corporate, commercial, and contractual legal matters) executed between STL, GECAMINES and their partners (Trafigura and Huayou)
- Provided legal advice and assisted the Republic of Guinea on tenders for mining concessions
- Legal monitoring on African mining legislation, compliance, ESG, OHADA law
Attorney-at-Law, Legal Counsel to SOGUIPAMI Chalco Guinea S.A, SGB, Brain Touch SARL and Fatala Mining Investment - Thiam & Associés
(2019 - 2019)
Legal Counsel to SOGUIPAMI Chalco Guinea S.A, SGB, Brain Touch SARL and Fatala Mining Investment mining companies:
- Provided legal advice to Chalco Guinea Company S.A and SOGUIPAMI on the development of a mining project: negotiated and drafted a MOU, a memorandum on the regulatory framework of mining project in Guinea, negotiated and drafted a mining concession, the article of association and the shareholders agreement of the project company
- Provided legal advice to SBG and SOGUIPAMI on a shareholder loan and a protocol of agreement related to the development of à new mining project
- Provided legal advice to Guinean Brain Touch SARL and Fatala Mining Investment on a technical partnership agreement: negotiated and drafted the shareholders agreement, the article of association of the SPV and the cooperation agreement
- Legal monitoring on African mining legislation, compliance, ESG, OHADA law
Doctoral Research Fellow - Economic Law Center (CDE) - Aix-en-Provence, France
(2014 - 2018)
- Carried out legal, economic and policy research on African mining and energy sector
- Organized and attending workshops on African public projects (energy, power, mining, Environment, and infrastructures) within the CDE
- Lecturer in international trade law, security law, contract law
