global exploration & mining capability statement january 2014

Global Exploration & Mining

Capability Statement

January 2014

bakermckenzie.com

Baker & McKenzie’s offices span the globe, like no other law firm. We provide our clients with a deep level of local expertise, while bringing a global co-ordination and commercial perspective to their mining activities and legal needs.

Global Exploration & Mining Capability – Baker & McKenzie | 2

About Baker & McKenzie

Baker & McKenzie’s international network: the facts

74 offices

46 countries covering every major commercial, financial, and industrial centre in the world

4,000+ lawyers

Admitted to practice in 250+ jurisdictions

Fluent in 60+ languages

bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie | 3

Introduction to our Exploration and Mining capabilities

Baker & McKenzie has a strong history in delivering solutions to the global mining industry in traditional markets and in the new frontiers

Baker & McKenzie has been specializing in international exploration and mining projects across six continents for over 60 years. We act for and understand the needs of explorers, mining companies, investors, traders, financiers and the other key stakeholders in the full life cycle of mining projects.

The mining industry has moved from the traditional markets where we built our expertise, such as Australia, Canada and Indonesia. We have grown globally as our clients have pursued opportunities in the new markets of Central Asia, Africa and Sth America, our international expertise helping to identify and minimise risk.

Baker & McKenzie has developed one of the world’s strongest mining law teams. What sets us apart is our leading locally trained lawyers who have the requisite knowledge in the key mining jurisdictions, new and old.

-We have a proven track record in the traditional mining jurisdictions of North America, Australia and Indonesia -We have the largest legal presence in Latin America, covering all major mining jurisdictions, including Chile, Peru, Brazil, Argentina, Columbia and Mexico-We have one of the most experienced and established teams in both Central Asia and the Philippines-We have a growing presence in Africa and the Middle East, with offices in Johannesburg, Cairo, Casablanca, Riyadh, Abu Dhabi, Bahrain and Istanbul-We have lawyers with leading expertise in the Pacific Islands and the upcoming jurisdictions of South East Asia


Integrated Project Legal Services

– Long term offtake – Marketing services– Sales agency – Pre-offtake financing– Export/import quotas

– Mining JV agreements– Exploration– Bankable feasibility studies– Farm ins and exploration JVs– Royalties

– Governments stability and concession agreements

– Investment structuring and protection– Licensing, permitting, land access– Foreign investment approvals– Company formation

– Transparency and compliance

– Risk identification and mitigation

– Regulatory compliance– Anti- corruption and bribery– Corporate Social

Responsibility

– Project management and operation– Infrastructure development – Rail and port capacity– Project finance and security– EPC Contracts, design and engineering

Integrated Project

Services

State Agreements and Structuring

JV and Farmout Agreements

Mergers & Acquisitions and Capital Raisings

Development & Project Finance

Mineral Sales & Marketing

Corporate Governance,

CSR, Compliance

– Strategic Investments– Share and asset purchases– regulated M&A– IPOs, secondary & duel

listings– Tender sales and auctions


Government Concession Agreements and Structuring

As the global mining industry moves increasingly into emerging and frontier markets in search of large, long life, low cost mineral development opportunities, project participants encounter a new set of investment and structuring considerations, including the need to negotiate mining agreements with Governments.

State mining agreement are typically the centre of intense negotiation and often renegotiation, as new Governments endeavour to balance and rebalance competing interests, such as the need to attract foreign investment, domestic political interests, reasonable revenue participation, employment and training, community benefits and environmental protection.

Our senior mining lawyers have experience in assisting our clients negotiate a wide variety of mining agreements with Governments, including for some of the largest new mineral development projects in Africa and Central Asia. - State Agreements in Australia- Contracts of Work in Indonesia- Mineral Development Agreements and Mining Conventions in West Africa- Investment Agreements in Mongolia- Stability and mining agreements in Laos- Subsoil Agreements in Kazakhstan - Formation and concession agreements in Central Africa

We consider carefully investment protection and process issues, tax obligations and contract stability as well as international dispute resolution.

In initial discussions we consider international structuring options, as well as parallel joint venture arrangements to accommodate host Government participation.

MAJOR PROJECT EXPERIENCE

Lawyers in our team have advised on concession arrangements for many of the major resource projects including:– Tavan Tolgoi, Mongolia – Belinga, Gabon – Simandou, Guinea– Ambatovy, Madagascar– Oyu Tolgoi, Mongolia– TauKen Samruk, Kazakhstan– Balkhash, Kazakhstan – PT Adaro, Indonesia– Vostok, Kazakhstan– Akdala, Kazakhstan– McArthur River, Australia – Aurukun, Australia– PowerCoal, Australia– Gove, Australia


Mining Joint Ventures and Farm Ins/Outs

International mining projects, by their very nature, bring together for an extended working association, parties from different cultures, backgrounds and legal systems and with different ownership structures, financial capabilities and objectives.

We assist clients to create joint venture agreements to accommodate the needs of the many different project stakeholders. In recent years joint venture documentation has moved from the forms expected by traditional industry players, to now accommodate the varying interests of mining majors, exploration juniors, host country Government entities, sovereign wealth funds, private equity, traders/offtakers and engineering and construction companies.

Challenges arise not only in negotiating the joint venture agreements at the outset, but attention must be paid to each stage of the project life cycle, as development stages are transitioned, financed raised, new parties admitted and business and operating circumstances change.

Our joint venture drafting expertise addresses funding shortfalls, strategic decision making, manager rights and obligations, exit strategies, sole risk projects, free carry and loan carry interests, pre-emptive rights and force majeure – all based on industry best practice and local experience.

In emerging and developed jurisdictions we also work with the juniors, to assess and document risk, in the acquisition of mining rights and the farming-out of capital and project development risk, helping to document the parameters of participation by investors and operators.

ADVISING ON JOINT VENTURE ISSUES AT EACH STAGE

Titles and Tenders

Exploration

Financing

Development

Mining Operation

Processing

Transportation

Marketing and Sales

Expansions

Acquisitions

Mine Closure

Remediation


Minerals Sales and Agency Agreements

The ultimate success of a project depends on getting the product to market, and negotiation of the most attractive and efficient sales and agency arrangements. The establishment of a workable sales network, and the appointment of the right representatives, need to be considered early in a project life cycle and built into the project and joint venture documentation.

We work with our clients to adapt the offtake arrangements to suit their needs, for project financing (with take or pay or reducing obligations), for pre-production offtake financing, for staged development, long term or short term supply, and derivative and hedging products.

Our senior lawyers have been involved in the global minerals trade for over three decades and have a depth and breadth of experience in the negotiation and drafting of a wide variety of commodity sale agreements, including:

- thermal and coking coal

- iron ore DSO and pellets

- copper concentrate, cathode and blister

- nickel concentrate and DSO

- uranium

- alumina and bauxite

- manganese and magnesium

- mineral sands and rare earths

- silver and gold

- lead and zinc concentrates

Our lawyers are familiar with common industry practice and commercial terms for LME benchmarking, quality testing and shipping risks and liabilities. In addition we concentrate on the "lawyers law" elements of sale agreements, such as force majeure, choice of governing law and dispute resolution.


Project Development and InfrastructureWe assist clients move from exploration and project feasibility stages, into project development and production.

Initially, we bring local expertise to the table for consideration of relevant development licensing and legal regulation, including for environmental applications and compliance, immigration, employment and collective agreements, health and safety, water access and discharge, negotiation of local land purchase and leases, community consultation, indigenous peoples access and compensation, land use agreements and cultural protection. Ensuring the project has the right licensing and community support to progress.

In each jurisdiction we have the expertise to deliver international best practice for EPC contracting and construction, equipment procurement and financing. Bringing together domestic planning and building requirements with documentation that sensibly allocates construction risk and responsibility, project time line imperatives and force majeure considerations.

For the operation of the mine, we help to document– accommodation and catering– car and plane access– emergency and disaster relief– mine service and contracting arrangements– equipment finance and maintenance agreements– processing agreements, including tolling and refining arrangements– power procurement, generation and back up– raw materials, fuel supply and other procurement agreements– technical assistance and service agreements– rail haulage above and below rail– port access and capacity commitments– tailings management, remediation and rehabilitation reserves

SPECIALIST AREAS

Taxation

Corporate Law

Environment Law

Government Procurement

Land Law

Employment Law

Compliance

Competition Law

Dispute Resolution

Climate Change


Strategic Investment and Capital Markets

We work with an experienced set of financial and corporate advisors to help bring projects to market, either an IPO for early stage fund raisings, a duel listing for access to new capital markets or an IPO for growth or exit. We assist in prospectus preparation, co-ordination of due diligence committees and verification, mining title reports, management and employment incentivisation arrangements and interaction with the regulators.

We are fluid across the major stock exchanges in London, Toronto, Sydney, Johannesburg and Hong Kong, regularly dealing with their reporting and compliance requirements, and investor regulations.

When the project is at the right stage, we assist our clients to bring in corner stone and strategic equity if required. Connecting the dots between a project’s needs and the international investment market - private equity, sovereign wealth funds, stated owned entities and mining specialists.

In negotiating share sale or placement agreements we assist our clients consider the implications or providing stapled offtake rights and top-up placement arrangements, ensuring they are consistent with long term strategy and compliant with local laws and regulations.

We have recorded success in large scale private and public M&A, strategic and opportunistic acquisition. Whether regulated M&A on the major stock exchanges of Australia, Europe and North America, schemes of arrangement or direct share and asset acquisition in South America, Africa or Central Asia. Our involvement includes strategic planning, due diligence, preparation of documentation, risk assessment and management, and liaising with regulatory authorities, such as investment review boards, takeover panels and anti-trust and competition authorities.

We also regularly help clients, including Government entities and departments, conduct tenders and controlled auctions processes, hosting data rooms, access restrictions, multiple bidder considerations and document management.

When the deal is done, we take a proactive approach in assisting companies to effectively implement post-acquisition integration of acquired assets to ensure that clients are able to achieve their expected objectives and synergies.


Corporate Governance

Increasing regulation and compliance in established jurisdictions and investment into new frontiers brings a new risk profile to the mining industry. We advise clients on all aspects of corporate compliance and social responsibility.

CSR

Consideration of local community concerns and customs, as well as cultural sensitivities. Mining companies must earn the social licence, and commit to corporate social responsibility programs. Committing to assist local communities with a constructive, long term version. This may also involve structuring local content and employment requirements into project development. We assist clients understand the local cultural needs, and the expectations of communities to ensure they buy-in to the project and derive meaningful benefit.

Bribery and Corruption

Our global corporate governance program assists clients manage regulatory risk arising under anti-corruption legislation which have extra-territorial jurisdiction, such as the Foreign Corrupt Practices Act (US) and the Bribery Act (UK). We advise boards on best practice and help draft stringent internal compliance guidelines, as well as managing legal compliance audits where necessary.

Regulatory compliance

Dealing with listed entities, duel listings, local corporate and licensing requirements all place a compliance burden on mining companies of all sizes. We assist to clearly articulate initial and ongoing reporting requirements for clients’ projects and corporate activities in all jurisdictions where they do business.

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John MollardPartner, MelbourneT: +61 3 9617 4450E: [email protected]

Contact Partners: Australia


Mathieu HanautPartner, SydneyT: +61 2 8922 5791E: [email protected]

Richard LustigPartner, MelbourneT: +61 3 9 617 4433E: [email protected]

Frank CastigliaPartner, MelbourneT: +61 2 8922 5254E: [email protected]

Ashley PokePartner, MelbourneT: +61 3 9 617 4230E: [email protected]

Guy SandersonPartner, SydneyT: +61 2 8922 5223E: [email protected]

mailto:[email protected]













Relevant experience: Australia

CITIC Group Advised CITIC Group on its placement of shares into Alumina Limited.

NSW Treasury Advised NSW Treasury on the sale or lease of the Cobbora coal mine development.

Vale Acted for Vale on its acquisition of a 24.5% participating interest in the Belvedere coal project from Aquila Resources including the settlement of various disputes between the parties.

CVRD Acted for CVRD on its AUD$1 billion acquisition of AMCI Holdings Australia, a privately held company with interests in unincorporated coal production joint ventures in Queensland and New South Wales (Integra Coal, Carborough Downs, Isaac Plains and Broadlea) and coal exploration assets in Australia.

J-POWER Acted for J-POWER and Itochu Corporation in relation to more than ten coal mine acquisitions in Australia.

Vale Acting for Vale Australia on farm-in and joint venture arrangements for the Kunderong uranium project in Western Australia.

Aluminium Corporation of China Limited

Acted for Aluminium Corporation of China Limited in relation to its bid for 20% interest of Kaiser Aluminium in Queensland Alumina Ltd., Australia.

Trafigura Advised Trafigura with respect to its strategic investment in the duel listed ASX/TSX listed Tiger Resources Ltd with assets in the DRC.

Our Asia Pacific Rankings…

Band 1 – Projects, Infrastructure & Energy (Philippines & Vietnam)

Chambers Global 2013

Band 1 – Projects & Natural Resources (Indonesia)


Band 1 – Projects Energy (Indonesia, Philippines, Taiwan & Thailand)

Legal 500 Asia Pacific 2013

Band 1 – Project Finance (Indonesia,)

IFLR 1000, 2013


Relevant experience: Australia

Acted for Japanese participants in the Gladstone aluminium smelter project in Queensland, Australia.

New Hope Corporation Ltd Acted for New Hope Corporation Limited on the disposal of its New Saraji Coal Project to BHP Billiton Mitsubishi Alliance for AU$2.45 billion in cash.

Castlemaine Advised Castlemaine on its acquisition of the Ballarat Goldfields Project from Lihr.

GRAM Advised Guangdong Rising Assets Management Ltd in relation to its takeover of Caledon Resources Plc, and its coal development assets in Queensland.

CNMC Advised CNMC in relation to its proposed purchase of a majority stake in Lynas Corporation Limited and its rare earths development in Western Australia and processing facilities in Malaysia.

Copper Strike Advised Copper Strike on its sale of its Einasleigh Cu project in Queensland to Kagara.

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Contact Partners: Asia Pacific


Sorachon BoonsongPartner, BangkokT: +66 2 6362000X4100E: [email protected]

Stanley JiaPartner, BeijingT: +86 10 6535 9393E: [email protected]

David FlemingPartner, Hong KongT: + 852 2846 1975E: [email protected]

Fred BurkePartner, Ho Chi MinhT: +84 8 3520 2628E: [email protected]

Luke DevinePartner, JakartaT: 62 21 2960 8600E: [email protected]

Brian ChiaPartner, Kuala LumpurT: +60 3 2298 7999E: [email protected]

Dennis QuinteroPartner, ManilaT: +63 2 819 4962E: [email protected]

Bing HoPartner, ShanghaiT: +86 21 6105 8558E: [email protected]

Chin ChewPartner, SingaporeT: +65 6434 2638E: [email protected]

Anne HungPartner, TokyoT: +81 3 6271 9443E: [email protected]






















Relevant experience: Asia Pacific

AngloAmerican Advised AngloAmerican in relation to its mineral exploration activities and joint ventures in Indonesia.

Mining Group Limited Advised Mining Group Limited, an Australian-listed company, on its acquisition of 80 percent interest in Philco Mining Corp.

Olympus Pacific Minerals, Inc

Advised Olympus Pacific Minerals, Inc. in the gold joint venture agreement with Abra Mining & Industrial Corporation, Jabel Corporation, Kadabra Mining Corporation.

Peabody Energy Corporation

Advised Peabody Energy Corporation in the establishment of its Indonesian coal trading business and assisted Peabody in relation to pre-export financing and offtake of coal from a number of Indonesian coal mines.

Red Mountain Mining Ltd. Advised Red Mountain on the acquisition of the Philippine copper and gold interests of Mindoro Resources Limited.

Sakari Resources Limited (formerly Strats Asia Resources Limited)

Advised Sakari Resources Limited (formerly Straits Asia Resources Limited) in relation to its USD500 million acquisition (and acquisition financing) of the Jembayan and Northern Leases mines in Kalimantan.

http://www.bakermckenzie.com/files/Publication/d7097b64-8763-4e60-99df-528114387eb9/Presentation/PublicationAttachment/43680602-296e-4252-9693-54a47f5bf1c9/bk_manila_primermineralsindustry_2012.pdf


Relevant experience: Asia Pacific

Vale Advised Vale in relation to its acquisition of PT Vale Indonesia Tbk (previously PT Inco Tbk), including advise on the Indonesian capital markets implications and Contract of Work compliance.

Indo Mines Limited Advised Indo Mines Limited in relation to the development of their iron sands Contract of Work mine in Central Java, Indonesia.

CNNC Overseas Uranium Holding Limited

Acted for CNNC Overseas Uranium Holding Limited on its approximately HK$610 million acquisition of a controlling interest in United Metals Holdings Limited, a company incorporated in the Cayman Islands.

New Hope Acted for New Hope on the sale of the Adaro Coal Project in Kalimantan, Indonesia.

Acted for a major multi-national nickel producer in a due diligence assessment and negotiation of a US$75 million farm-in in connection with an Indonesian nickel project.

Acted for a mining company on the establishment of a Philippine Corporation to be listed in the Philippine Stock Exchange to invest in mining projects and hold mining rights, including conducting due diligence of mining tenements; and preparing a Solicitor’s Report for a Prospectus for the Australian Stock Exchange.

Mindoro Philippine Nickel Acted for Mindoro Philippine nickel on its joint venture for mine development and establishment of a mineral processing plant.

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Contact Partners: North America


David MallibandPartner, ChicagoT: +1 312 861 8695E: [email protected]

Greg McNabPartner, TorontoT: (416) 865-2311E: [email protected]

Kevin RooneyPartner, TorontoT: + 1 416 865 6871E: [email protected]

Corey MacKinnonPartner, TorontoT: + 1 416 865 6878E: [email protected]










Relevant experience: North America

Large mining multinational Advised a large mining multinational on its coal asset acquisition strategy in the Illinois Basin, USA.

One of the world's mining and exploration companies

Advised one of the world's leading mining and exploration companies in a global divestiture of two of its principal mineral businesses, with operations in the United States, Europe and Latin America.

US-based mining multinational

Advised a US-based mining multinational on possible acquisition of extensive coal assets in Latin America.


Advised a US-based mining multinational on acquisition and development opportunities in China and Mongolia.


Advised US-based mining multinational in relation to coal mining acquisition and development opportunities in Indonesia.

Prominent US energy company

Advised a prominent US energy company in a joint venture to develop, design, construct, operate and manage coal upgrading plants in North America and China, and to market and sell the upgraded coal produced from such plants.



Japan Uranium Management Inc.

Acted for Japan Uranium Management Inc., a consortium comprised of Toshiba Corporation, Tokyo Electric Power Company and the Japan Bank for International Cooperation, on its CAD$270 million investment in Uranium One, a Canadian-listed producer and marketer of uranium.

Itochu Acted for Itochu on their definitive joint venture, management and operation services, and marketing services agreements for their jointly held coal and mineral properties on Vancouver Island.

Sims Group Acted for the Sims Group, an Australian public company, with respect to a range of transactions, including: its US$1.6 billion merger with Metal Management, Inc, a US public company traded on the NYSE); US$500 million joint venture with Adams Steel; US$40 million acquisition of United Recycling Industries, Inc. from individual sellers; acquisition of an end-oflife recycling business in Canada and the United States from subsidiaries of Xstrata plc; and its US$450 million acquisition of the U.S. metals recycling business of Hugo Neu Corporation.

International Mining Industry Equipment Supplier

Acted for a large Australian-based international mining industry equipment supplier with respect to the U.S. and Canadian components of a multi-jurisdictional secured notes offering.

Australian Investment Bank

Acted for an Australian investment back in connection with its acquistion of a controlling interest in a TSX-V listed Canadian exploration company.

Canadian Exploration Company

Acting for a TSX-V listed Canadian exploration in connection with its acquisition of a controlling interest in and development of an African manganese project.



Australian Geotechnical and Mining Engineering Services Company

Acting for a large Australian services company with respect to all aspects of its business globally, including in North America.

Canadian Gold Producer Acting for a TSX listed cdn gold producer .in connection with its operations in Mexico.

Canadian Underwriters Counsel to a mid-tier Canadian underwriter wirh respect to more than 15 public offerings of Canadian listed mining companies.

Chinese Bank Counsel to a large Chinese bank with respect to its financing of a take-over bid of a TSX listed mining target.

Korean Bank Acted for a large Korean bank in connection with its participation in a consortium acquiring a TSX listed mining company.

Baffinland Iron Mines Corporation

Counsel to management-led consortium in its efforts to acquire control of a TSX listed Canadian iron ore company.

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Antonio Ortuzar JrPartner, SantiagoT: +56 (2) 23677078E: [email protected]

Contact Partners: Latin America


Alejandro MesaPartner, BogotaT: +57 (1) 634-1500 Ext. 2623E: [email protected]

Adolfo DuranonaPartner, Buenos AiresT: +54 (11) 4310-2209E: [email protected]

Roberto MendozaPartner, CaracasT: +58 212 276 5089E: [email protected]

Jorge RuizPartner, JuarezT: +52 (656) 629-1306E: [email protected]

Valentin PaniaguaPartner, LimaT: +51 (1) 618 8500 x 540E: [email protected]

Joaquim MunizPartner, Rio de JaneiroT: +55 (21) 2206-4921E: [email protected]
















Relevant experience: Latin America

Andina Minerals Inc Advised Andina Minerals Inc on an agreement with Hochschild Mining PLC, in relation to an offer to purchase all of Andina's outstanding common shares in cash for a price of CA$ 0.80 per share. (Chile 2014 Chambers Submission)

Cardero del Peru SAC Advised Cardero del Peru SAC on the sale of the mining concessions from Pampa de Pongo Project to Jinzhao Mining Peru SA, a company part of a Chinese conglomerate, for USD100 million.

Cleveland-Cliffs Advised Cleveland-Cliffs on a joint venture for production of iron ore in the north region of Brazil.

Cleveland-Cliffs Advised Cleveland-Cliffs on its certain issues related to their investment in Anglo Ferrous Amapa.

Companhia de Fomento Mineral (CFM)

Advised Companhia de Fomento Mineral (CFM) in its sale to Nacional Minerios SA (subsidiary of Companhia Siderurgica Nacional), for the amount of USD440 million.

Our Latin America Rankings…

Band 1 – Projects (Peru)

Band 2 – Energy & Natural Resources: Mining (Peru)


Band 1 – Energy & Natural Resources: Mining (Chile)

Band 2 – Energy & Natural Resources: Mining (Argentina)

Band 2 – Projects (Chile)

Chambers Latin America 2013

Band 1 – Project Finance, Peru

IFLR 1000 2013



Dorato Peru SAC Advised Dorato Perú S.A.C. in the negotiation of several option to purchase agreements to secure Dorato Peru S.A.C. an option to purchase more than 90 mining claims and 100% of the shares of a company title holder of 7 mining concessions. Mining rights involved in this transaction cover an extension of approximately 60,000 hectares.

Endeavour Silver Corp Advised Endeavour Silver Corp on the signing of a memorandum of understanding for an option and joint venture agreement with La Sociedad Quimica Minera de Chile SA ("SQM") to earn a 75% interest in the El Inca silver-gold properties. (Chile 2014 Chambers Submission)

Goldcorp, Inc. Advised Goldcorp, Inc. on a USD 513 million acquisition of 70% interest in the El Morro copper-gold project located in north-central Chile, Atacama Region.

Mandalay Resources Corporation

Advised Mandalay Resources Corporation in relation to a definitive purchase agreement with Coeur d'Alene Mines Corporation pursuant to which it will purchase 100% of Coeur's wholly-owned subsidiary Compañia Minera Cerro Bayo Ltda. ("Minera Cerro Bayo"). The main asset of Minera Cerro Bayo is the Cerro Bayo silver-gold mine in Patagonia, Chile, currently on care and maintenance.

Metminco Advised Metminco on the agreement with Barrick Gold Corporation (Barrick) whereby Barrick surrendered its "buy back right" in connection with Metminco’s Los Calatos copper-molybdenum project in Southern Peru (Barrick Transaction).

Our Latin America Rankings…

Band 1 – Energy & Natural Resources: Mining (Argentina, Chile)

Band 2 – Projects (Chile)

Band 3 – Energy & Natural Resources (Chile, Colombia, Venezuela)

Band 3 – Projects (Brazil)

Chambers Latin America 2012

Energy & Natural Resources

Baker & McKenzie was acknowledged as one of the leading law firms in Energy & Natural Resources in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela in the 2012 edition of Chambers Latin America. In this edition, the Argentina and Chile offices were ranked for two years in a row as Band 1.



Minerinvest Advised Minerinvest on its preliminary agreement with MMX Mineracao e Metalico and LLX Sudeste Operacoes Portuarias, which will purchase and export the company's iron ore for USD500 million a year.

PanAust Limited Advised PanAust Limited on its USD45 million acquisition from Codelco of a 66% majority interest in Inca de Oro S.A. (a Copper-Gold Project).

Posco Advised Posco in its acquisition of 20% share capital in Companhia Siderurgica do Pecaom - CSP, a steel manufacturing plant in the State of Ceara including the negotiation of agreements in relation to the implementation of CSP's operations.

Quadra Mining Ltd Advised Quadra Mining Ltd. with respect to the Chilean assets matters, in the merger of the company with FNX Mining Company.

Trevali Peru SAC Advised Trevali Peru S.A.C. for the acquisition of the Santander Project, silver, lead and zinc mine located in Huaral (north of Lima). The Santander Project comprises 66 mining concessions and a hydroelectric power plant, which were inactive for the last 15 years.

Vale Advised Vale on the structure for the acquisition of INCO.



Haldeman Mining Company

Advised Haldeman Mining Company in the development of a gold concentrate plant located in Punitaqui, close to Ovalle in the north of Chile.

Inca Minerals Ltd Advised Inca Minerals Ltd for the acquisition of the Chanape Mining Project and the development of a joint venture for the exploration of the Virgen de Chapi Mining Project, through its Peruvian subsidiary.

Quadra FNX Mining Advised Quadra FNX Mining in a joint venture between Quadra Mining Ltd., Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation to develop the world-class Sierra Gorda copper-molybdenum project in Chile. Quadra FNX will keep a 55% interest in the JV and Sumitomo, with a 45%, will invest US$ 724 million for the development of Sierra Gorda.

Rio Tinto Advised Rio Tinto in the drafting of all construction contracts for the Corumba Project, which was subsequently sold to Vale.

Vale Advised Vale on a joint venture (Companhia de Aluminio do Pará, in which Vale holds 80% and Hydro 20%) relating to the creation of an aluminum refinery.

Canadian Company Goldcorp

Acting for the Canadian Company Goldcorp in relation to the US$1.6 billion acquisition of the participation that Placer Dome has on Mantos de Oro partnership, that operates in Chile the gold deposits La Coipa and Minera Purén.



Celeste Copper Inc. Acting for Celeste Copper Inc. in relation to the negotiation and execution of an option agreement regarding the US$100 million purchase of three mineral properties in Copiapo, Region VI.

Quadra Mining Ltd. Acting for Quadra Mining Ltd. in relation to the execution of an option agreement for the US$14 million purchase of APSA Minera S.A., owner of 28 mineral properties in Sierra Gorda, Province of Antofagasta, Region II.

Western Keltic Mines, Inc. Acting for Western Keltic Mines, Inc., an affiliate of Barrik Gold, in relation to the negotiation and due diligence process for the bidding process of Cerro Negro exploration concession owned by Empresa Nacional de Minería Chile.

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Contact Partners: Europe and Central Asia


Azamat KuatbekovPartner, AlmatyT: +7 727 3300500E: [email protected]

Daniel MatthewsPartner, IstanbulT: +90 212 339 81 55E: [email protected]

Frank-Rainer ToepferPartner, BerlinT: +49 (0)30 2 20 02 81 626E: [email protected]

Gunduz KarimovPartner, BakuT: (99412) 497-18-01E: [email protected]

Serhiy PiontkovskyPartner, KyivT: +380 44 590 0101E: [email protected]

Richard BluntPartner, LondonT: +44-(0)20-7919-1842E: [email protected]

Alexey FrolovPartner, MoscowT: +7 (495) 787-2700E: [email protected]

Michael FoundethakisPartner, ParisT: +33 1 44 17 53 40E: [email protected]

Leif GustafssonPartner, Stockholm T: (46-8) 566 177 34E: [email protected]

Kamila TarnackaPartner, WarsawT: +48 224453402E: [email protected]
























Relevant experience: Europe

Alcoa Inc. Advised Aloca Inc. on its European expansion programme consisting of acquisitions and joint ventures in the UK, Netherlands, Spain and Italy.

AML Resources Limited Advised AML Resources Limited on the call option given by NWC Manganese (Proprietary) Limited in favour of the AML in respect of shares in the Northern Cape Manganese Company (Proprietary) Limited.

Centamin Egypt Limited Advised Centamin Egypt Limited on its admission to the Official List and the main market of the London Stock Exchange (move up from AIM).

Crossroads Capital Investments Inc

Advised Crossroads Capital Investments on its EUR460 million acquisition and acquisition financing of 96% of OKD a.s., the largest mining company in the Czech Republic including the privatisation of 46% (out of the 95% from the Czech Government.

Our Europe, Middle East and Africa Rankings…

Band 1 – Energy & Natural Resources: Mining (Russia)Chambers Global 2013, 2012, 2011

Band 1 – Project Finance (Saudi Arabia, Bahrain, Egypt)IFLR 1000, 2013

Tier 1 – Projects and Infrastructure (Egypt)Legal 500 EMEA 2012, 2011, 2010

Tier 2 – Projects, Energy and Natural Resources: Mining and Minerals (London)Legal 500 UK 2011, 2010



Ferro Metals Advised Ferro Metals on its offering of shares and listing on the Main Market of the London Stock Exchange.

Nyrstar Advised Nyrstar, a NYSE Euronext Brussel-listed multi-metals company on the corporate, competition and tax aspects of the EUR440 million acquisition of Breakwater Resources Ltd., a Toronto Stock Exchange-listed mining company. (2011)

PrivatBank Advised PrivatBank on its disposal of a series of integrated mining & minerals businesses in the CIS for a price in excess of USD3.25 billion, involving a share exchange in a number of CIS listed companies and the receipt of GDRs in Evraz listed on the LSE.

Rio Tinto Advised on the sale of its global talc business to industrial minerals company Imerys SA.

Xstrata South Africa (Proprietary) Limited

Advised Xstrata South Africa (Proprietary) Limited on its EUR5 billion offer to purchase Lonmin plc's entire issued share capital.

Our Europe, Middle East and Africa Rankings…

Band 1 – Energy & Natural Resources: Mining (Russia)Chambers Global 2013, 2012, 2011

Band 1 – Project Finance (Saudi Arabia, Bahrain, Egypt)IFLR 1000, 2013

Tier 1 – Projects and Infrastructure (Egypt)Legal 500 EMEA 2012, 2011, 2010

Tier 2 – Projects, Energy and Natural Resources: Mining and Minerals (London)Legal 500 UK 2011, 2010



Minotaure Exploration Ltd

Acting for Minotaure Exploration Ltd on an option to explore and work mineral deposit in Almaden.

Emed Mining Public Ltd Acting for Emed Mining Public Ltd, a Cypriot company listed in London’s Stock exchange market, in the restart of mining exploitation activities in the historical copper Rio Tinto Mines located in Huelva, Spain.


Ferrexpo Advised Ferrexpo on its USD1.8 billion joint venture for the expansion of iron ore mining and processing facilities in Ukraine.

Rio Tinto Advised Rio Tinto in relation to certain exploration joint venture arrangements in Kazakhstan.

Vale Acting for Vale on structuring a presence in Kazakhstan and on subsoil contract questions regarding the Vostock copper project.

Acting for an Australian mining company in connection with restructuring of its gold extraction projects in Kazakhstan and approving such restructuring with Kazakhstani authorities.

China Gold Acting for China Gold in its creation of a joint venture with a Kazakhstan gold company.

Acting for an Asian company in its US$300 million acquisition of a hard mineral filed in Kazakhstan.

Acting for a European bank in its US$150 million pre-export financing of copper in Kazakhstan

ArcelorMittal Acting for ArcelorMittal on particpation in an auction to acquire Elgaugol and Yakutugol shares (starting price: US$1.8 billion)

Relevant experience: Central Asia


Acting in relation to due diligence, corporate and financing structing for a US$60 million gold mine and processing plant in Magadan, Russia.

Mittal Steel Acting for Mittal Steel in the acquisition through a privatization tender of a 93.02% stake in Kryvorizhstal for US$4.8 billion, the largest Ukrainian and one of the few remaining vertically integrated steel mills in Europe. This was the largest ever privatization project in Ukraine.

Relevant experience: Central Asia

bakermckenzie.com

Relevant experience: Africa and Middle East


Borys DackiwPartner, Abu DhabiT: +971 2 612 3700E: [email protected]

Kamal NasrollahPartner, CasablancaT: +212 522 77 95 95E: [email protected]

Ghada El EhwanyAssociate, Abu DhabiT: +2 02 2461 9301E: [email protected]

Morne van der MerwePartner, JohannesburgT: +27 (0) 11 911 4305E: [email protected]

George SayenPartner, RiyadhT: +966 11 291-5561 ext. 111E: [email protected]












Aquarius Platinum Limited

Advised Aquarius Platinum Limited on all aspects of South African law of the transaction in respect of a placing of 46 330 000 of its shares at a price of 180 pence per share and a simultaneous rights issue on the JSE, ASX and LSE.

Arcelor Mittal Advised Arcelor Mittal on its successful bid for 93% of the shares in Kryvorizhstal through the privatization process for USD4.8 billion.

ArcelorMittal South Africa Limited

Advised ArcelorMittal South Africa Limited on its acquisition of 16.3% of the issued share capital of Coal of Africa Limited from its holding company ArcelorMittal SA (a company incorporated in Luxembourg).

Forbes & Manhattan Coal Corp

Advised Forbes & Manhattan Coal Corp in relation to its ZAR751.1 million secondary listing on the securities exchange operated by the JSE Limited.

Kudumane Investment Holding Limited (Hong Kong)

Advised Kudumane Investment Holding Limited (Hong Kong) in the establishment of a manganese joint venture.

North Sound Capital LLC

Advised North Sound Capital LLC on its successful action to requisition an EGM resolution to remove the chairman of African Platinum plc, an AIM quoted platinum mining company.

Relevant experience: Africa


Northern Cape Manganese Company (Proprietary) Limited

Advised Northern Cape Manganese Company (Proprietary) Limited in respect of the formation of an incorporated joint venture with Dirleton Minerals and Energy (Proprietary) Limited.

Northern Cape Manganese Company (Proprietary) Limited

Advised Northern Cape Manganese Company (Proprietary) Limited in respect of the formation of an incorporated joint venture with Dirleton Minerals and Energy (Proprietary) Limited.

Palladino Holdings Limited

Advised Palladino Holdings Limited in relation to its various interests in the mining and energy sectors throughout Africa and more specifically in Chad, Niger and the Republic of the Congo, Brazzaville.

Shanduka Resources (Proprietary) Limited

Advised Shanduka Resources (Proprietary) Limited on the ZAR2.8 billion acquisition of 50.03% of the issued share capital of Incwala Resources (Proprietary) Limited.

Turquoise Hill Resources

Advised Turquoise Hill Resources on the disposal of its 50% stake in Altynalmas Gold to Sumeru for $300m by way of competitive auction.

Vedanta Resources plc Advised Vedanta Resources plc in relation to their USD1.3 million acquisition of Anglo's zinc assets in South Africa and Namibia.




Advised Xstrata South Africa (Proprietary) Limited on its EUR5 billion offer to purchase Lonmin plc's entire issued share capital.


Advised Xstrata South Africa (Proprietary) Limited on its USD2 billion acquisition of a stake in a potential new Platinum mine and refinery from Nkwe Platinum and its empowerment partner, Genorah Resources (Proprietary) Limited.


Advised Xstrata South Africa (Proprietary) Limited on its acquisition of Eland Platinum Holdings Limited.


Advised Xstrata South Africa (Proprietary) Limited on the sale of the Douglas Tavistock Joint Venture's coal mining business to Xstrata South Africa (Proprietary) Limited and BHP Billiton Energy Coal South Africa Ltd.


Advised Xstrata South Africa (Proprietary) Limited on its ZAR178.3 million acquisition from and disposal to Wescoal Holdings of various mineral rights and properties.

KORES Acting for KORES on the acquisition of a 27.5% interest in the Ambatovy nickel project in Madagascar. The US$3.6 billion construction and development project was one of the largest nickel mines ever developed. In addition to the mine itself, the project involves improvement of port facilities and creation of a power plant, slurry pipeline and processing facilities. EME Awards 2007 Mining Deal of the Year, Project Finance International.

Saudi Basic Industries (SABIC)

Acting for Saudi Basic Industries (SABIC) in relation to due diligence and proposed investment agreements regarding the Guelb el Aouj iron ore project in Mauritania.



Asia Thai Mining Co. Ltd.

Acting for Asia Thai Mining Co. Ltd. in relation to the acquisition of Pan African Mining Corp., (TSX Venture Exchange listed), holding uranium gold and other properties in Zambia.

China Non Ferrous Metal Mining Co. and Yunnan Copper Co.

Acting for China Non Ferrous Metal Mining Co. and Yunnan Copper Co. regarding the copper concentrate offtake agreement from the Lumwana copper mine in Zambia.



Saudi Arabian Mining Company (Ma'aden)

Advised Alcoa Saudi Smelting Inversiones SL on the equity support and retention agreement entered in relation to the Ma'aden Project Finance in Saudi Arabia. (Spain 2014 Chambers Submission)


Advised Saudi Arabian Mining Company on the development and financing of a bauxite mine, alumina refinery, aluminium smelter, rolling mill, automotive sheet facility and additional downstream facilities, including the mine and other related infrastructure in Saudi Arabia. (UK 2014 Chambers Submission)


Advised Saudi Arabian Mining Company on the development and financing the expansion to their existing phosphate operations, to mine the Umm Wual resource and establish seven plants, associated facilities, and the "Northern Promise" industrial city including the construction of other new plants to produce ammonia and phosphate based fertilizers at at Ras Al Khair in the Eastern Province. (UK 2014 Chambers Submission)

Saudi Arabian Mining Company (Ma'aden

Acting for Saudi Arabian Mining Company (Ma’aden), as owner on the US$11 billion development of a bauxite mine, alumina refinery, aluminium smelter and related infrastructure in Saudi Arabia, including combined cycle power, steam and water plants, transmission lines and water infrastructure.

Relevant experience: Middle East



Acting for Saudi Arabian Mining Company (Ma’aden), as owner of a US$5.5 billion development of a phosphate mine and sulphuric acid, phosphoric acid, ammonia and DAP plants in Saudi Arabia and all related infrastructure including ports, railway network and industrial cities. Middle East Industrial Deal of the Year 2008, Project Finance International, Project Finance Deal of the Year 2008, IFLR, and Middle East Islamic Deal of the Year, Euromoney Project Finance. The two preceding projects are the largest of their kind in the world and involved one of the most significant project financings of the year. The two projects are strategically significant to the diversification of the Saudi Arabian economy, marking the first stage in development of a major new industry sector, namely the mining and metals sector.

Relevant experience: Middle East

bakermckenzie.com

OutcomeIdentification of qualifying investment opportunities

Reducing investment risk

Reducing development risk

Well managed projects generating outstanding returns

Timely disposal of investments

Baker & McKenzie

Regulatory assessment and evaluation

Identification of key legal considerations

Structuring of potential investment

Drafting of term sheets, exclusivity and confidentiality arrangements

Due diligence review

Acquisition documentation drafting and negotiation

Establishment of offshore branches and investment vehicles

Foreign investment approvals

Registration of ownership

Drafting of infrastructure development and usage agreements

Negotiating project finance

Documenting native title and local community arrangements

Drafting joint venture and farm-out arrangements

Drafting marketing and offtake arrangements

Documenting bolt-on asset acquisitions

Equipment financing arrangements

Drafting of mine contractor and service agreements

Structuring return of capital and profits

Structuring of auction or other sale process

Managing vendor due diligence

Drafting and negotiation of sale documents

Evaluating and implementing IPO opportunities

Asset IdentificationStage Asset Assessment Asset Development Asset Management Asset Divestment

Resource Investment Lifecycle

global exploration & mining capability statement january 2014

Documents

mining companies

mining activities

key mining jurisdictions

major mining jurisdictions

global mining industry

international exploration

new frontiers baker

life cycle of mining