Legal Manager

Ambler Metals is exploring the highly prospective Ambler Mining District in Alaska which is home to some of the world's richest known copper-dominant polymetallic deposits, known as the Upper Kobuk Mineral Projects (UKMP).The Company Secretary is responsible for supporting effective corporate governance, Board administration, statutory compliance and corporate records management. The role provides timely, accurate and confidential support to the Board of Directors, Board committees and executive leadership, ensuring that corporate governance processes, filings, minutes, resolutions and records are maintained to a high standard and in accordance with applicable legal and regulatory requirements. This role will also act as the Compliance Officer on the board Compliance Committee and ensure all contractual, regulatory and statutory requirements are met by the company.Accountabilities and Essential FunctionsCorporate Governance and Board SupportCoordinate Board and committee meeting schedules, agendas, papers, minutes, resolutions and action items

Maintain statutory registers, minute books, corporate records and governance documentation

Support directors and officers with timely information, governance guidance and administrative requirements

Prepare and coordinate corporate approvals, written resolutions, consents and related documentation

Assist with annual filings, corporate registry requirements and compliance calendars

Liaise with external legal counsel, auditors, regulators and registry service providers as required

Support governance policies, delegations of authority and document retention practices

Manage confidential Board and corporate information with discretion and sound judgement

Provide administrative support for shareholder matters, corporate transactions and special governance projects

Compliance and Records ManagementMaintain a governance calendar for required filings, renewals, approvals and Board cycle deliverables

Track Board and committee actions to completion and coordinate follow-up with responsible owners

Support preparation of corporate documents for execution, certification and retention

Assist with due diligence requests, corporate transactions and governance reporting as needed

Compliance Officer Responsibilities.This role will also serve as the compliance officer for Ambler Metals LLC and will be responsible for monitoring, coordinating, and supporting Ambler Metals' fulfillment of its obligations under the Cooperation Agreement with the US Department of War, the NANA Agreement, and the Amended and Restated Limited Liability Company Agreement of Ambler Metals LLC.In that capacity, the role will oversee compliance tracking, internal reporting, coordination with applicable committees and stakeholders, and implementation of policies, procedures, controls, and reporting processes necessary to support Ambler Metals' timely performance of its contractual, governance, security, environmental, anti-corruption, audit, notice, and related obligations under those agreements.Legal ManagementServe as the Company's primary internal legal resource, providing practical, timely and commercially focused legal advice to the Board, executive leadership and business functions on corporate, commercial, regulatory, employment and operational matters

Manage the Company's use of outside counsel, including counsel selection and engagement, scope and budget management, coordination of legal work, review of invoices and evaluation of performance and value

Draft, review, negotiate and advise on a broad range of commercial agreements, including confidentiality, consulting, procurement, services, technology, real estate, financing, partnership and other business contracts

Maintain and improve contract-management processes, templates, approval requirements, delegated authorities, execution procedures and systems for tracking key dates, obligations, renewals and terminations

Manage actual and threatened litigation, arbitration, investigations, claims and other disputes, including legal-hold and discovery processes, case strategy, settlement evaluation, reporting and coordination with outside counsel, insurers and relevant stakeholders

Identify, assess and communicate legal and regulatory risks, recommend practical mitigation measures and monitor developments in laws and regulations affecting the Company's business and operations

Support the development, implementation and periodic review of corporate policies, procedures, training and internal controls designed to promote compliance with applicable laws, contractual obligations and ethical standards

Advise on employment and workplace matters, intellectual property, privacy and data protection, insurance and claims, records retention and other legal issues arising in the ordinary course of business, engaging specialist counsel when appropriate

Provide legal support for corporate transactions, financing activities, due diligence, joint ventures, strategic initiatives and other special projects, including coordinating approvals, documentation and closing requirements

Maintain appropriate legal matter files, privileged and confidential communications, legal risk and matter reporting, and forecasts of legal spend; perform other duties generally associated with an in-house legal function

Qualifications, Skills and experience

Active membership in good standing with the bar of at least one U.S. state or jurisdiction (preferably Alaska)Bachelor's degree in business administration, law, governance, corporate administration or a related discipline5+ years of progressively responsible experience in legal administration, corporate governance, company secretarial, and executive support roles

Working knowledge of corporate governance practices, Board procedures and statutory filing requirements

Experience preparing Board materials, minutes, resolutions and corporate records

Governance, paralegal or corporate secretary designation is an asset

Experience in Federal financial, contracting, and accounting, regulatory compliance a plus.Excellent written and verbal communication skills, including accurate minute-taking and drafting

Strong organizational skills with the ability to manage multiple deadlines, meetings and confidential materials

High attention to detail and ability to maintain complete, accurate corporate records

Sound judgement, discretion and ability to work with sensitive Board and executive information

Strong working knowledge of Microsoft Office, document management tools and Board portal systems

Ability to build collaborative relationships with directors, executives, advisors and external stakeholders

Ability to work independently, anticipate needs and follow through on action items

Ability to maintain confidentiality and exercise good judgementA minimum of 5 years' experience supporting Boards, committees, corporate governance processes, statutory records, legal administration or executive leadership in a corporate environment

Working Conditions and Physical RequirementsThis is an in-office position based in Anchorage, AlaskaWork hours generally align with typical business hours, with occasional evening or early morning work required to support Board or committee meetings

This position requires prolonged periods working at a desk on a computer and handling confidential documents

Must be able to move up to 15 pounds of files, supplies or equipment at times

Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions of this position.

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