Terms of membership

Draft — for lawyer review

These draft terms set out how OreBridge membership, listings, introductions and fees work. They are a working draft prepared for lawyer review and do not yet constitute a final agreement.

1. Membership

Membership is open to holders of mineral rights (individuals and companies holding EPLs, mining claims or mining licences) and to investors. Membership is annual and renews each year. Project owner membership is N$2,500 per year; investor membership is N$1,000 per year. We may refuse or cancel a membership if a member provides false information, misuses the platform, or breaches these terms.

2. Listings and verification

Members listing projects confirm that the licence details they provide are accurate and that they hold, or are authorised by the holder, to market the rights. OreBridge checks listings against the Ministry of Mines and Energy cadastre and marks matching listings as verified. Verification confirms that listing details match public cadastre records at the time of checking; it is not a title guarantee, legal opinion or investment advice.

3. Introductions and the success fee

When OreBridge introduces a member to another member (for example, an investor to a project holder), and that member closes an investment, sale or joint venture with the introduced party within 24 months of the introduction, a success fee of 3% of the deal value becomes payable to OreBridge. The 24-month window applies regardless of whether later stages of the deal involve the same party, related parties, or affiliates introduced through OreBridge. Members agree to notify OreBridge of any such close and to provide reasonable evidence of the deal value. If no deal closes, no success fee is owed.

4. Payment

Membership fees and featured placement fees are payable in advance in Namibian dollars (or an equivalent in another agreed currency). Success fees are payable within 14 days of the deal closing. Overdue amounts may result in membership suspension until paid.

5. Licence-transfer consent disclaimer

OreBridge is not a transfer agent and does not effect transfers of mineral rights. Transfers of mineral licences require the Minister's consent under the applicable minerals legislation, and the parties are solely responsible for obtaining any such consent and for their own legal, technical and financial due diligence. OreBridge makes no representation that any introduction will result in a completed transaction.

6. Limitation of liability

To the fullest extent permitted by law, OreBridge is not liable for any indirect, incidental or consequential loss, or for any loss of profit, opportunity or data, arising from use of the platform or from any introduction, negotiation or transaction between members. OreBridge's total liability arising from these terms is limited to the membership fees paid by the member in the 12 months preceding the claim. Nothing in these terms limits liability that cannot lawfully be limited.