The work of CAMPOS, FIALHO, CANABRAVA, BORJA, ANDRADE, SALLES ADVOGADOS is stands out through its representation of Brazilian and foreign clients in complex cases that require a high level of expertise and multidisciplinary knowledge. The firm, founded in 1996, has an ambitious work proposal and a carefully selected team, formed throughout the past two decades.

With offices in São Paulo, Rio de Janeiro, and Belo Horizonte, we work with clients from various industries, all over Brazil. Each job is unique and tailored to our client’s needs, and done mostly by partners and senior lawyers committed to strict standards of excellence, speed, efficiency, and professional ethic.

Our attorneys have professional experience in Brazil and abroad and solid academic background, including in areas supplementary to Law. Our legal team is selected to act with technical quality, creativity, discretion, and excellence, and dedicate themselves to meeting with our clients in our own offices, allowing for solutions that exceed expectations, minimize risks, and add values to business and transactions.

We seek to uphold transparency and base our relationships on good faith and professional and personal ethics, in all jobs. We believe that effective and quality communication allows us to understand our clients business and provide them with intelligent and effective answers, proper to each specific situation.

CAMPOS, FIALHO, CANABRAVA, BORJA, ANDRADE, SALLES ADVOGADOS works daily to be the natural option of clients seeking sophisticated solutions and professionals that are available and dedicated to presenting such solutions.

OFFICE

The global mining market has significantly evolved and faces increasing challenges related to the needs of fundraising for investments and the different regulations in each jurisdiction. Similar challenges are found in Brazil, one of the leaders in this sector. Mining operations in Brazil are getting more sophisticated and an increasing number of participants will soon need to adjust themselves to new regulations.

CAMPOS, FIALHO, CANABRAVA, BORJA, ANDRADE, SALLES ADVOGADOS provides legal services tailored to the needs of the mining industry, allowing for differentiated work with multidisciplinary features. Our expert teams work together to tend to the different needs of mining companies such as mergers and acquisitions, contracts typical to the sector, regulatory, tax, corporate, environmental, real estate and intellectual property matters, and dispute resolution.

Therefore, our clients from this sector can rely on full service in all stages of their business, always aiming the proper management and allocation of risks, protecting and adding value to our clients’ assets.

MINING

Vale

Ferrous Resources do Brasil S/A

Ferrous Resources Ltda.

Samarco

Usiminas

Manabi

Magnum Mining & Exploration

Repsol YPF

Companhia Ferroligas Minas Gerais - Minasligas

Forbes & Manhattan

Mineração Lapa Vermelha

Mirabela

Jaguar Mining

Georadar Levantamentos Geofísicos S/A

Asset Geo - Georadar

Devex Mining

Horizonte Minerals / Araguaia Níquel Mineração

Unamgen Mineração e Metalurgia / Eldorado Gold

Mineração Andradense

Mineração Fazenda dos Borges

OUR CLIENTS

RECENT OPERATIONS IN THE MINING SECTOR

Advising Vale in the acquisition of shares from a mining company (BRL 360 million).

Advising Vale in the acquisition of all shares of a reforestation company (BRL 170 million).

Consultancy regarding the granting of city licenses for the construction of a pipeline in the Fourth Pelleting Project (P4P) of Samarco Mineração.

Advising Samarco Mineração in the drafting and negotiation of international contracts related to iron ore trade, maritime freight, procurement of material and equipment to implement a pelleting plant and ore pipeline, collateral of different kinds, among others.

Advising Usiminas in the drafting and negotiation of contracts.

Legal structuring of mining project encompassing operations in more than one state, including: implanting iron ore extraction infrastructure, ore pipeline transportation, processing plant, and port; negotiation of alliance agreements, support to environmental licensing, organizing property documents (statements of public utility, easements), and obtaining authorization from the proper regulatory agencies.

Advising Ferrous Resources do Brasil in the execution of a contract to design, build, and operate (DBO) a crushing and screening plant for dry ore in its Viga unit, at Congonhas, Minas Gerais.

Participated in the IPO process of Ferrous Resources Ltd. before the London Stock Exchange, in the amount of USD 700 million, in the quality of Brazilian advisors of the operation.

Advising Ferrous Resources Ltda. in private placement process, as Brazilian advisor of the operation and coordinator of the foreign firms that participated in the operation, in the value of USD 1.2 billion.

Advising Ferrous Resources do Brasil in the acquisition of an ore processing plant operated by the Fidens-Flapa Consortium (BRL 45 million).

Advising Ferrous Resources do Brasil in the drafting and negotiation of international contracts related to iron ore trade and maritime freight.

Legal advice to Construtora Brasil S/A in the negotiation and performance of a contract to build a residue dam for Anglo-Ferrous in Conceição do Mato Dentro/MG.

Advising the corporate restructuring of Ferrous Resources Ltd. involving assets totaling more than BRL 1 billion.

Advising Unamgen in contracts related to ore railway transport in Amapá and use of the private port belonging to Anglo-Ferrous; advice related to the consequences of the destruction of Anglo’s port in Macapá.

Advising Mirablea on equipment and raw materials supply contracts for the operation of its nickel plant in Brazil.

Advising Mirablea on corporate matters.

Advising Georadar Levantamentos Geofísicos S/A in the sale of mining assets to a Colombian company (BRL 50 million).

Advising Devez Mining in the negotiation of its sale to Exagon, as well as filing the Act of Concentration before CADE (Brazilian Antitrust Authority) and monitoring it.

Assessing mining rights located in the state of Pará for Horizonte Minerals (Araguaia Níquel Mineração – HM do Brasil) with the purpose of advising it on the acquisition of assets and consulting on the legal structure of the business.

Advising Magnum MIning during legal due diligence and the acquisition of mining assets in Brazil.

Advising Manabi in a negotiation with the city of Morro do Pilar to assess the social, urbanist, and environmental impacts resulting from the installation of the mining company in that city and commencement of its mining operations.

Advising the Odebrecht Group (Foz do Brasil) on how to obtain financing from BNDES (Brazilian Development Bank) to install utilities (power line, water pipes, and residue treatment) at the VSB Steel Plant.

Tax planning for Jaguar Mining with the purpose of using accrued tax credits (IPI, ICMS, PIS and Cofins) by means of corporate restructuring and, simultaneously, enhancing the company’s operational structure.

Advising Forbes & Manhattan on technology protection strategies underlying one of its investment projects in the area of exploration of natural resources, including through patents.

Legal due diligence and risk assessment for REPSOL YPF in the acquisition of the distributor Dalçoquio.

Alice Dourado Coordinating Partner at the São Paulo office, she practices in the areas of Mergers & Acquisitions, Capital Markets, Private Equity / Venture Capital, and Corporate Law. She has experience in Private Equity and Venture Capital transactions, representing investors, portfolio managers, and investment receivers. Advises Brazilian and foreign clients in domestic and cross-border mergers and acquisitions. Alice acts as legal counsel in the formation of joint ventures and other strategic alliances.

Bachelor of Laws by Milton Campos College and B.A in Accounting by UNA University Center. Diploma in Business Law from the Catholic University of Minas Gerais (PUC-MG). Diploma in Corporate Law from Cândido Mendes University. LL.M by New York University (USA). Licensed to practice law in the State of New York (USA). She worked as an associate at the firm Sidley Austin (NY, USA - 2011/2012). Fluent in English and Spanish.

Cristina BorjaPartner practicing in the areas of Labor and Social Security Law. She has extensive experience in advising domestic and foreign clients from many industries, mainly from heavy construction, mining, steel-makers, services, health care, information technology, and biotechnology, as well as representing them in court.

Bachelor of Laws by the Federal University of Minas Gerais (UFMG). Diploma in Business Law from the Catholic University of Minas Gerais (PUC-MG) and Masters in Labor Law by that same university. Former member of the Labor Relations Council of the Federation of the Industries of the State of Minas Gerais (FIEMG). Taught Labor Law at an undergraduate level at the Catholic University of Minas Gerais, and at a graduate level at the Center for Specialization in Law (CAD - Centro de Atualização em Direito).

PARTNERS

Érico Andrade Partner practicing in the areas of Infrastructure, Biddings, Administrative Contracts, Concessions and PPPs, and Regulatory Law. He advises and represents in court companies from the sanitation, energy, and infrastructure sectors.

Bachelor of Laws by the Federal University of Minas Gerais (UFMG). PhD in Law by UFMG/ Universitá degli Studi di Milano (Italy). Teaches Administrative Law and Civil Procedure at a graduate level at FUMEC University. Minas Gerais State Attorney.

Author of the Books “O Mandado de Segurança (A busca da verdadeira especialidade)” (Writ of Manadums - Seeking the true specialty) and “Responsabilidade Civil do Estado e Direito de Regresso” (Civil Liability of the Government and the Right of Recourse). Fluent in Italian and French.

Flávio Campos Coordinating Partner at the Rio de Janeiro office, Flávio practices in the areas of Infrastructure, Biddings, Administrative Contracts, Concessions and PPPs, and Regulatory Law. He has advised and represented in court proceedings and arbitrations several structured enterprises and major projects.

His clients are mostly companies from the heavy construction, sanitation, transportation and logistics sectors, as well as from other industries that also have contractual relationships with Government.

Bachelor of Laws and Masters in Administrative Law by the Federal University of Minas Gerais (UFMG). Former City Attorney of Belo Horizonte and Contagem. Has taught many Public Law classes at undergraduate and graduate level. Member of the Brazilian Arbitration Committee (CBAr) and of the Brazilian Institute of Construction Law (IBDiC). Fluent in English.

Gustavo Magalhães

Partner practicing in the areas of Biddings, Administrative Contracts, Concessions and PPPs, Regulatory Law, and the Third Sector. He has experience in giving legal advice to major enterprises. He was the chairman of the Bidding Committee of the first Public-Private Partnership (PPP) of the City of Belo Horizonte. He has worked with the State District Court and the State Audit in lawsuits related to the public bids for the construction of the Integrated Stations of the BRT (Bus Rapid Transit) of Belo Horizonte. He also has expertise in the area of sanitation enterprises.

Bachelor of Laws by the Federal University of Juiz de Fora (UFJF). Bachelor of Laws and Masters in Administrative Law by the Federal University of Minas Gerais (UFMG). Belo Horizonte City Attorney. He has taught Administrative Law at UFMG, taught graduate classes at Aprobatum/ANAMAGES, and taught at Dom Helder Câmara College.

Leonardo Canabrava

Coordinating Partner at the Belo Horizonte office, he practices in the areas of International Trade and Commercial Defense, Strategic Litigation, Trade Contracts, Economic and Antitrust Law, and Mediation and Arbitration. He advises domestic and foreign clients in trade contracts, mainly from the engineering and infrastructure sectors, focusing on contracts and project financing. Leonardo has extensive experience as an arbitrator and attorney in complex or high-sum strategic litigation brought before the most renowned chambers of arbitration in Brazil and abroad.

Bachelor of Laws by the Federal University of Minas Gerais (UFMG) and B.A in Economics by the Catholic University of Minas Gerais (PUC-MG). Masters and PhD in Economic Law by UFMG. Teaches Civil Law (Contracts) and Economic Law (competition) at Milton Campos College, in the capacity of assistant professor.

Luciano Fialho

Coordinating Partner at the São Paulo office, he practices in the areas of Mergers & Acquisitions, Capital Markets, Private Equity / Venture Capital, and Corporate Law. He has participated in several cross-border transactions, advising domestic and foreign investment funds and companies in private investment transactions, mergers and acquisitions, and corporate restructuring.

Bachelor of Laws and B.A. in Accounting by the Federal University of Minas Gerais (UFMG). Diploma in Business Law and Economics by Fundação Getúlio Vargas (FGV). Masters in Trade Law by UFMG. LL.M by Columbia University (NY, USA). Licensed to practice law in the State of New York (USA). He was an associate attorney at the firms Sidley Austin, Brown & Wood (NY, USA, 2003) and Willkie Farr and Gallagher (Washington, DC, USA, 2004). Fluent in English.

Roberto Salles

Partner practicing in the areas of Equity Structuring and Tax Law, he also works in Mergers and Acquisitions, and Private Equity projects. He is an expert in offering integrated solutions for corporate restructuring, tax planning, and mergers and acquisitions, having participated in several domestic and cross-border transactions. Roberto has extensive experience in tax consulting and tax litigation, representing domestic and foreign clients.

Bachelor of Laws by the Catholic University of Minas Gerais (PUC-MG). Masters in Public Law by the State University of Rio de Janeiro (UERJ). Tax Law PhD student at UFMG, conclusion estimated for 2014. He has taught several Tax Law courses in Brazil and abroad. Teaches Income Tax, Tax Planning, and International Tax Law. Fluent in English and Spanish.

PRACTICE AREAS

Environmental Law

Arbitration

International Trade Law

Contracts

Mining Law

Economic and Antitrust Law

Electoral Law

Equity Structuring

Project Financing

Mergers and Acquisitions

Infrastructure

Foreign Investments

Biddings, Administrative

Contracts, Concessions, and PPPs,

Complex Litigation

Capital Market

Private Equity and Venture Capital

Intellectual Property and Innovation

Regulatory Law

Corporate Law

Third Sector

Labor and Social Security Law

Tax Law

Urbanist Law

www.camposfialho.com.br

São Paulo Rua Iguatemi, 192 | 13º andar conj. 131-133 | CEP 01451.010 Tel +55 11 4064 7001 Fax +55 11 4064 7005 Rio de Janeiro Rua Lauro Muller, 116 conj. 506 | CEP 22290.160 Tel +55 21 3527 6500 Fax +55 21 3527 6510

Belo Horizonte Av. Getúlio Vargas, 447 2º, 6º, 7º e 8º andares | CEP 30112.020 Tel +55 31 4501 7797 Fax +55 31 4501 7798