PORTUGAL Law and Practice Contributed by: Manuel Protásio and Catarina Coimbra, VdA
Change of Control Further to the Mineral Deposits Law, the rules on the assignment of contractual positions in prior evaluation, prospecting and research, experi - mental exploitation and exploitation agreements are applicable to the following. • The encumbrance of shareholdings repre - senting the share capital of the rights holder that result in, or may result in, a change of control, either directly or indirectly, over the rights holder, with the exception of share - holdings encumbered in favour of financing entities. For the purposes of the preceding paragraph, “control” is understood to mean: i) the holding of shareholdings representing at least half of the share capital; ii) the holding of at least half of the voting rights); or iii) the ability to appoint at least half of the members of the management or supervisory body. • Any material or legal acts with effects mate - rially equivalent to those intended to be avoided under the preceding paragraphs. • Any corporate changes of the legal entity holding the right of prospecting and research, including, but not limited to, demergers, mergers, or amendments to the corporate agreement that result in the transfer of the ownership of prospecting and research rights, a change of control, or the technical and/or financial capacity of the holder. Any modification to the corporate designation of the company for any reason must be com - municated to the DGEG. Transfer and Encumbrance Pursuant to the Mining Regulations, the assign - ment of the contractual position under pros - pecting and research, experimental exploitation and exploitation agreements is subject to prior authorisation from the Minister of Economy.
granted over available areas (except if there is no incompatibility between the concessions grant - ed, or to be granted, and the prospecting and research rights) and to legal entities who give proof of suitability and financial and technical capacity to perform the activities. The contract for prospecting and research activities and for experimental exploitation rights has a maximum term of five years. A prospecting and research title confers the right to develop activities aimed at the discovery of resources and the definition of their character - istics until the determination of the economic value of any resources found. If the discovered resources fail to meet the con - ditions necessary to initiate their immediate and effective exploitation, the interested parties may submit an application for experimental exploita - tion rights. These rights are granted through an administrative contract, with a maximum legal term of five years, and entitle their holder to per - form the same activities as those entrusted to a holder of an exploitation title. Rights Required to Conduct Mining The right to exploit geological resources (min - ing) is granted by means of a concession (with a maximum term of 90 years), following a prior evaluation/prospecting and research/experi - mental exploitation agreement (if resources have been discovered) or, if no such prior agreement exists, granted directly in respect of: i) available areas; or ii) areas covered by prior evaluation, prospecting and research, experimental exploi - tation rights, where these relate to different min - eral resources and the different mining activities are compatible.
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