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 Functions

Corporate Governance and Board Support

• Coordinate 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 Management

• Maintain 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 Management

• Serve 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 discipline
• 5+ 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 judgement
• A 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 Requirements

• This is an in-office position based in Anchorage, Alaska
• Work 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.