Energy & Critical Minerals · Capital
Regulation D offerings, non-op and mineral fund formation, convertible notes, and project-level joint ventures for oil and gas, lithium, and critical-minerals ventures — drafted to survive the investor's counsel.
Energy and critical-minerals ventures raise money differently: the assets are title-dependent, the risks are specific, and the investors expect documents that speak their language. We have structured Regulation D placements and convertible-debt financings for oil and gas, lithium, and minerals ventures across the Permian Basin and the Smackover trend, and we form the funds that hold them.
Rule 506(b) and 506(c) private placements for drilling programs, acquisition vehicles, and operating companies — PPM, subscription documents, Form D, and state notice filings.
GP/LP and LLC fund formation for non-operated working interest funds, mineral and royalty funds, and blind-pool acquisition vehicles, including the management company and carry structure.
Equity and convertible-note financings for lithium, brine, and rare-earth projects, structured to sit alongside DOE, DOD, and state incentive programs.
Convertible note offerings, bridge loans, and note purchase agreements for early-stage energy and mining companies, including the conversion mechanics and investor protections.
Project-level JVs between acreage holders, technology partners, and capital providers; participation agreements; and area-of-mutual-interest structures.
Investor updates, capital call and distribution mechanics, amendments and consents, and the recurring compliance calendar for a fund or program.
Every financing we paper closes into Windward Charts, the attorney-certified governance stack inside Windward Helm: the capitalization ledger with each unit, share, note, and SAFE tied to the executed instrument behind it; the company's consents, resolutions, and filings; and its compliance posture — versioned and attested by the firm. For a non-op fund or a minerals venture that means the next investor, lender, or acquirer diligences a certified record rather than a spreadsheet and a shared drive.
Our offering documents are drafted for the reader who matters most: the investor's counsel. Risk factors are written for the actual asset — the title status of the leases, the operator's track record, the state of Texas brine law, the commodity exposure — not copied from a technology PPM. The fund agreement's waterfall, capital call, and removal provisions are drafted to match the term sheet the sponsor has already circulated. And because a partner who has raised capital as a principal is reviewing every page, the documents reflect how deals actually close.
Federal support for domestic critical-minerals supply has become a real part of project financing — DOE battery-materials awards, DOD critical-minerals funding, and the January 2026 Section 232 proclamation directing negotiation of critical-minerals agreements, including possible price floors. Private capital raised under Regulation D has to be structured so it does not conflict with those programs' use-of-proceeds, domestic-content, and reporting conditions. We build the private side with the public side in view. Our Insights series will cover non-op fund structuring in depth.
Rule 506(b) permits a raise from accredited investors (and up to 35 sophisticated non-accredited investors) without general solicitation; 506(c) permits advertising but requires reasonable steps to verify that every investor is accredited. Sponsors with an existing investor network usually choose 506(b); sponsors building a network, or marketing through platforms, choose 506(c). The documents, disclosure, and Form D differ in ways that matter, and the choice should be made before the first investor conversation, not after.
Typically: a private placement memorandum with the risk factors specific to the asset class (title, commodity price, operator, regulatory, and — for lithium — the ownership uncertainty), the fund or program agreement (LPA, LLC agreement, or program agreement), subscription documents and investor questionnaire, the management or sponsor agreement, Form D and state notice filings, and, for a drilling program, the turnkey or cost-plus drilling contract and the operating agreement. We deliver these as a fixed-fee set.
We structure the private capital stack — equity, convertible notes, and project-level joint ventures — so that it is compatible with the requirements of federal programs such as DOE grants and loans and DOD critical-minerals awards, and we coordinate with grant counsel and consultants on the applications themselves. The interaction between a Reg D offering and a federal award (use-of-proceeds restrictions, reporting, and domestic-content conditions) is where we spend most of our time.
It depends on the structure, but every offering we handle is quoted as a fixed fee for a defined document set and filing scope before we begin, and every offering gets two-attorney review. See how pricing works.
Securities matters are subject to federal and state law, and any offering must be evaluated on its own facts. This page describes services, not advice.