In-Ground Asset Funding Blueprint
Royalty, Streaming & Co-GP/JV Transaction Framework — All US States
Originating Partners
Asset Eligibility — All US States
Jurisdiction
United States only — any state; federal (BLM) or state mineral rights
Deposit Value
$1B–$220B in-ground (NPV basis, not gross tonnage × spot price)
Commodities
Copper, lithium, critical minerals, industrial minerals, rare earths
Cashflow
Pre-production or constrained — no capacity for fixed debt service
Title Verification
Confirmed via applicable federal and state mineral title registries or county recorder
Pathway A Report
NI 43-101, JORC, or SK-1300; licensed QP; actual core-drill assay data
Hard Disqualifiers (Both Pathways)
Non-US asset jurisdiction — extends time-to-close beyond 6-month ceiling
Mineral rights expired, unverifed, or in active dispute
Asset owner has no documented legal claim to the mineral rights
Pathway A only: valuation derived from gross tonnage × spot price, no NPV
Pathway A only: no actual drilling — geophysical log interpretation alone insufficient
Pathway A only: QP credentials unverifiable or non-compliant with applicable standard
Extraction dependent on unnamed, untested, or unproven technology
Pathway B — Co-GP / JV Structure
Asset Owner Equity Earn-In Track
Entry
10–20%
Owner equity
at signing
at signing
Exploration
25–35%
On drill results
& resource est.
& resource est.
Feasibility
35–45%
On PFS / FS
completion
completion
Shovel-Ready
40–49%
On permits
& financing
& financing
·
Co-GP / JV partner funds 100% of exploration, feasibility, and permitting costs
·
Majority voting rights (51%+) held by Co-GP until project reaches shovel-ready milestone
·
Asset owner contributes mineral rights, local knowledge, and access agreements
·
Equity milestones defined in JV agreement and tied to verified project deliverables
·
No cash out-of-pocket required from asset owner at any stage of the earn-in
·
Payclass sources the Co-GP/JV partner and structures the earn-in agreement
Transaction Process
1
Intake & Pathway Determination
KYC on asset owner. Independent title verification via applicable federal and state mineral title registries. Determine if asset qualifies for Pathway A (proven) or Pathway B (pre-exploration).
Week 1–2
2
Technical & Legal Review
Pathway A: independent review of QP report, resource classification, tenure, permitting, and environmental baseline. Pathway B: assess geological data available, confirm Co-GP opportunity is viable before outreach.
Weeks 2–5
B
Co-GP / JV Partner Sourcing (Pathway B only)
Payclass identifies and approaches qualified Co-GP or JV partners (mining-focused PE, project developers, royalty companies with development mandates). Structure and negotiate earn-in agreement with equity milestone ladder.
Weeks 3–8
3
Structure & Package
Pathway A: prepare royalty/stream deal package — executive summary, resource summary, comparable transactions, term sheet. Pathway B: prepare Co-GP/JV investment memorandum and earn-in term sheet.
Weeks 4–8
4
Counterparty Outreach & NDA
Target appropriate counterparties by pathway. Execute NDAs, submit packages, manage Q&A and site visit coordination. All counterparty contact managed through Payclass.
Weeks 6–10
5
Term Sheet → Close
Negotiate term sheet, manage counterparty technical review, draft and execute definitive agreement, satisfy conditions precedent, and close. Payclass success fee earned at closing.
Weeks 8–12 (target) / up to 24 (complex)
Applicable Funding Structures
NSR Royalty
Investor receives % of net smelter revenue at production. No fixed payments to asset owner. Typical 0.5%–7% depending on stage and check size. Pathway A.
Stream
Investor acquires right to buy a % of future production at a fixed discount to spot. Higher long-term yield than royalty; preferred for near-production assets. Pathway A.
Hybrid
Royalty + stream, or royalty + minority equity. Used when upfront capital requirement exceeds single-structure appetite. Pathway A.
Co-GP / JV
Partner funds all exploration and development costs; asset owner holds mineral rights and earns equity via milestone ladder toward shovel-ready status. Pathway B.
Target Counterparty Universe (US-Based)
Publicly Traded Royalty & Streaming Companies — US-listed, multi-commodity mandates covering copper, lithium, critical minerals, and industrial minerals. Pathway A.
Specialist Royalty Funds — Mid-market and smaller-check royalty buyers focused on domestic pre-production and development-stage assets. Pathway A.
Mining-Focused Private Equity & Project Developers — Funds with development mandates; willing to take exploration risk and majority control in exchange for future project economics. Pathway B.
Private Credit Funds & Family Offices — Flexible capital with Co-GP and earn-in appetite on pre-production US assets across commodity types. Both Pathways.
Payclass Role — Buy-Side Advisory, Success Fee Only
→ Represent the buy-side; asset owner is the Seller of a security or JV interest
→ Screen all inbound deals against eligibility criteria and assign pathway
→ Source appropriate counterparty (royalty buyer or Co-GP partner) and structure the transaction
→ Manage diligence, term sheet negotiation, and closing process end-to-end
→ No upfront fees, retainers, or engagement fees — compensation on successful close only
Success-fee only. No upfront costs, retainers, or engagement fees.