Commercial Counsel

About Mariana Minerals Mariana Minerals is a software-first, vertically integrated minerals company on a mission to supply the critical minerals powering modern energy, AI, and defense technologies. We’re reimagining the minerals supply chain by combining deep industry expertise with advanced software, automation, and data-driven decision-making. About the Role We are looking for an experienced and motivated Commercial Counsel to join our growing legal team, with a focus on M&A and commercial transactions. This is a hands-on, deal-focused role for a transactional attorney who thrives in an operational environment. You will report to the General Counsel and will work closely with the commercial team on Mariana’s acquisitions, joint ventures, strategic partnerships, and other transactions as we grow our portfolio of mining and processing assets. Key Responsibilities

• Manage the legal execution of acquisitions, joint ventures, strategic partnerships, and other transactions, from term sheets and letters of intent through definitive agreements, signing, closing, and post-closing integration

• Oversee legal due diligence and translate findings into practical deal structures, risk allocation, and clear recommendations for leadership

• Draft and negotiate long-term commercial agreements that underpin project economics, such as offtake, supply, and royalty arrangements, as well as procurement contracts, and provide broad commercial legal support across the business as needed

• Act as a team player and trusted business partner to corporate development, operations, engineering, and other project teams to evaluate opportunities, identify risks early, and align deal terms with operational realities

• Coordinate regulatory approvals required for transactions and support corporate and project financings, including government funding programs

• Design, implement, and continuously improve scalable processes, playbooks, diligence checklists, and templates, to drive efficiency and consistency across transactions

Required Qualifications

• J.D. from an accredited law school and active bar membership in good standing

• 5+ years of experience as a transactional attorney, with significant M&A, joint venture, or strategic transaction experience (law firm and/or in-house)

• Demonstrated experience drafting and negotiating purchase agreements, joint venture agreements, and ancillary transaction documents, and running legal due diligence

• Experience managing multiple deal workstreams and outside counsel through signing and closing

• Strong drafting, negotiation, and analytical skills, with the ability to translate complex legal issues into clear, practical guidance for non-legal stakeholders

• Ability to work independently, manage multiple competing priorities, and operate effectively in a fast-moving, resource-constrained environment with limited direction

• High degree of ownership and accountability: you see matters through from start to finish and have a low-ego and collaborative approach to tackle projects large and small across the organization

Preferred Qualifications

• Experience in a fast-paced startup or similar organization is strongly preferred

• M&A training at a leading law firm, ideally combined with in-house or corporate development experience

• Transaction experience in mining, metals, energy, natural resources, or infrastructure, including familiarity with mineral title, royalties, streaming, or offtake arrangements

• Experience with cross-border transactions and foreign investment regimes, including CFIUS

• Experience with project finance or government funding programs

• Experience building or improving processes from scratch, including by leveraging software and/or AI

Location

• San Francisco, CA or Houston, TX or Remote

• May include limited travel expectations as needed.

Our culture is built on four principles:

Everyone Gets Home Safe. We never put speed or cost ahead of people. Extreme Ownership. We take full responsibility for outcomes, relentlessly driving toward solutions. Engineer Out Requirements, then Automate. We simplify, optimize, and then automate for scale. Share Your Legos. We collaborate openly, share knowledge, and empower each other to build bigger, better solutions.

Join us as we build the future of responsible mineral sourcing and supply!