ADVISORY BUSINESS
Arias Resource Capital Management LP ("ARCM" or "Investment Adviser") is a Delaware
limited partnership that was formed on April 25, 2007. The general partner of the Investment
Adviser is Arias Resource Capital GP LLC, which is controlled by J. Alberto Arias (the
"Principal"). The Investment Adviser provides investment advisory services for Arias
Resource Capital Fund II L.P. ("Fund II") and Arias Resource Capital Fund II (Mexico) L.P.
("Fund Mexico" and together with Fund II, the "Clients"). Fund II is a Cayman Islands
exempted limited partnership, Fund Mexico is an Ontario, Canada limited partnership that
was formed as a parallel fund to Fund II. The general partner of Fund II and Fund Mexico is
Arias Resource Capital GP II Ltd. (the "General Partner"). The General Partner is controlled
by the Principal.
ARCM's office is located at 201 S. Biscayne Blvd. – 28th Floor, Miami, Fl 33131-4332 USA.
The General Partner's facilities are provided by ARCM.
The Investment Adviser provides investment advisory services, including, without limitation,
services related to the identification, acquisition and management of investments for the
Clients pursuant to investment management agreements (each, an "IMA") entered into by and
between the Investment Adviser and the individual Client in accordance with the terms of the
individual Client's limited partnership agreement ("LPA") and confidential private offering
memorandum ("PPM"). While the Investment Adviser provides advisory services to the
Clients, it does not have investment discretion over the Clients' assets. Rather, the General
Partner of the applicable Client has sole investment discretion with respect to such Client's
investments.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any
securities. The securities of the Clients are offered and sold on a private placement basis
under exemptions promulgated under the Securities Act of 1933, as amended, and other
exemptions of similar import under U.S. state laws or the laws of other jurisdictions where
any offering may be made. Investors in the Clients generally must be both "accredited
investors", as defined in Regulation D, and "qualified purchasers", as defined in the
Investment Company Act of 1940, as amended. Persons reviewing this Brochure should not
construe this as an offer to sell or solicitation of an offer to buy the securities of any of the
Clients described herein. Any such offer or solicitation will be made only by means of a
confidential private placement memorandum. As of the date of this Brochure, Fund II and
Fund Mexico are closed to additional capital commitments.
ARCM, on behalf of its Clients, pursues investments in
metals and mining companies that
ARCM believes have quality mineral assets, a developed infrastructure, and an attractive
exploration potential that has not yet been uncovered primarily due to capital constraints.
Please see Item 8 for a more detailed description of ARCM's strategies.
The descriptions set forth in this Brochure of specific advisory services that the Investment
Adviser offers to Clients, and investment strategies pursued and investments made by the
Investment Adviser (or the General Partner) on behalf of Clients, should not be understood to
limit in any way the Investment Adviser's investment activities. The Investment Adviser may
offer any advisory services, engage in any investment strategy and make any investment,
including any not described in this Brochure, that the Investment Adviser considers
appropriate, subject to each Client's investment objectives and guidelines. The investment
strategies the Investment Adviser pursues are speculative and entail substantial risks. Clients
should be prepared to bear a substantial loss of capital. There can be no assurance that the
investment objectives of any Client will be achieved.
The Investment Adviser's investment decisions and advice with respect to each Client are
subject to each Client's investment objectives and guidelines, as set forth in its offering
documents.
The Clients or the General Partner from time to time enter into letter agreements or other
similar agreements (collectively, "Side Letters") with investors in the Clients which provide
for, different or additional terms than those set forth in the LPA of the applicable Client. The
Clients and the General Partner generally enter into Side Letters with investors without
providing prior notice to, or receiving consent from, other investors. The terms of such Side
Letters will be determined by the General Partner in its sole discretion. Existing Side Letters
provide, among others, for certain information or disclosure rights, governance-related rights,
rights related to the tax or regulatory status of investors, transfer rights and "most-favored
nation" rights.
As of December 31, 2023, the Investment Adviser managed approximately
$177,000,0001
(aggregate market value of the Clients' assets including committed capital not yet called) in
respect of which the General Partner has full investment discretion. As of the date of this
Brochure, the Investment Adviser manages no Client assets in respect of which neither the
Investment Adviser nor the General Partner has full investment discretion.
1 Rounded to the nearest $100,000.