1. Support for Large scale Investment deals 1 June 2014

2. Challenges  Reasons for poorly concluded deals Resource constraints – limited financial, technical and human resources Lack of specialized know-how, technical expertise and experience in negotiating complex contracts High staff turnover in key agencies Asymmetry of information - economic variables of the transaction, relevant fiscal and legal tools; Time pressure from external donors and companies to conclude negotiations Weak governance Poor and incoherent legal and regulatory framework Internal competition among different ministries to influence the outcome of the negotiation process Corruption on the part of government officials in charge of negotiating contracts 2

3. Phases of Resource Development and Management 3 Setting the investment environment Resource-based development vision Government policies and strategies (including laws and regulations) Sector-wide analyses Preparing for a project Project feasibility studies, fiscal models, EIAs and SIAs Tender documents and process (if doing a competitive bid) Model contracts Negotiating with an investor Multi-disciplinary team and negotiation strategy Contractual provisions Implementing & monitoring the contract Monitoring to ensure contract compliance Managing and Allocating the revenues Designing a PIP Development plans and budgets Aligning with other stakeholders

4. Range of Skills Needed: 4 Development planningGovernance (e.g. anti-corruption/stakeholder engagement)Legal (sector-specific and broader financial, fiscal, commercial)Project developmentSector and project economicsFinancial analysis and modelingFinancial structuringSector-specific expertise (e.g. geology, infrastructure, industry)Environmental, social impacts, human rightsOccupational health and work safetyFiscal and tax managementTendering and procurementAccounting and financial reportingNegotiation strategyMonitoring and evaluation

5. Information Asymmetry 5 Geological data and its interpretation Global sector trendsGlobal commodity market trends Commodity pricing trends and systems Consumer trendsTechnology developments Comparative and “model” laws and contracts

6. Support available 6 Technical Assistance Capacity Building

7. Support available Fee and non-fee based Prominent initiatives African Legal Support Facility (ALSF) International Senior Lawyers’ Project (ISLP) Norad – Oil for Development Natural Resource Governance Insitute UNDP World Bank – Extractive Industries Technical Advisory Facility (EI-TAF) Others Individual academics and academic centers Consultants Bilateral donors Law firms 7

8. What are the Gaps in Support? Expertise other than legal (e.g. financial/economic experts, financial modelers, sector experts, investment bankers) Assembling a negotiating team Experience working with governments Timing of support – “rapid response” Long term assistance Implementation, monitoring and enforcement of deals Lack of availability of documentation (e.g. precedents) Lack of knowledge sharing Coordination between existing support initiatives 8

9. What Mechanisms might help address gaps? Increase the coordination, scope and visibility of existing initiatives Assist with procurement of support Tools and resources for governments and civil society Matrix of available support initiatives Roadmap of the process from policy development through to contract monitoring Compile all existing resources and tools and create new ones – eg databases of contracts Forum for information and knowledge sharing Develop a portal to house these tools and resources and host the forum 9