M&a Primer Event Booklet - March 1 2011

8/10/2019 M&a Primer Event Booklet - March 1 2011

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I N S T I T U T E

M&A Primer

Global Mining Group SeminarTuesday, March 1, 2011

Peter Villani

Partner514 397 [email protected]

Krisztin TthPartner416 865 [email protected]

Gregory Ho YuenPartner416 865 [email protected]

Lata CascianoPartner604 631 [email protected]

Georald S. IngborgPartner604 631 [email protected]

R. Greg Powers Q.C.Partner403 261 [email protected]


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M&A PrimerGlobal Mining Group Seminar

March 1, 2011

M&A Primer for Mining Companies M&A Trends

Gregory Ho Yuen (Toronto)

March 1, 2011


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M&A in Canada 2010 (US$mm)

Mining 413

Energy 293

Financials 270

Consumer and Discretionary 123

Materials 34

Telecommunication 15

Healthcare 69

Information Technology 146

Industrials 205

Utilities 20

Consumer Staples 32

Other 70

# of transactions

Financials, $6,944.7611%

Materials (less mining),

948.97

2%

Telecommunication Service,

$227.37

0%

Utilities, $766.45

1%

Information Technology,

$1,749.83

3% Industrials, $2,645.89

4%

Healthcare, $1,458.16

2%

Mining, $12,376.22

20%

Consumer and Discretionary,

$6,015.41, 10%

Consumer Staples,

$2,062.99, 3%

Energy, $26,866.26, 43%

Other, $413.45

1%

Note 1: Information taken fromCapital IQ

Note 2: Transactions in which Canadian companies were the target

Mining M&A (US$mm)

$35.24

0.3%

Gold

$7,285.20

58.9%

Precious metals

and minerals$803.15

6.5%

Steel

$159.74

1.3%

Diversified metals

and minerals

$4,092.90

33.1%

Note 1: Information taken fromCapital IQ

Note 2: Transactions where Canadian companies were the target.

Precious metals andminerals

$420.7112.1%

Steel

$2.870.1% Aluminum

$0.000.0%

Diversified metals

and minerals$1,033.71

29.7%

Gold$2,023.89

58.1%

2009 2010

Total Value

$12,376.23

Total Value

$3,418.18


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Mining M&A 2011 and Beyond

According to a KPMG survey taken in September, 2010:

70% of respondents indicated that their companies would

likely pursue M&A activities in 2011.

61% expected gold and precious metals to be the major

area of consolidation with 33% of respondents preferring

base metals.

40% of respondents indicated that the main purpose of a

2011 financing would be to fund M&A activity.

Mining M&A 2011 and Beyond (contd)

Targets with Resources Have Alternatives

Equity markets are strong.

Lenders are more willing to lend on the right terms.

Convertible debentures remain popular.

High yield debt market was strong and offer a viablealternative to bank debt and equity.

Foreign Buyers According to an Ernst & Young Survey, among emerging

country purchasers

Brazil (28%)

China (25%)

India (11%)


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Mining M&A Legal Developments 2010

Shareholder Approval for Share Issuances (the TSX 25% rule)

Independent Fairness Opinions

Investment Canada Act

Threshold for review of uranium transactions has changed from$5 million to $312 million based on book value of assets.

May move to [$600 million] enterprise value review thresholdrather than book value.

National Security considerations Forsys Metals/GeorgeForrest International.

Shareholder Rights Plans

Return of the just say no defense?

Greg Ho Yuen (Toronto)Partner416 865 [email protected]


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Letters of Intent and Confidentiality and StandstillProvisions The Pre-Deal Deal A Primer

Peter Villani (Montral)

March 1, 2011

Elements Of Discussion

Letter of Intent

Typically non-binding

Confidentiality Agreement

Standstill Provisions


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Letter Of Intent

Purpose to set out deal terms prior to execution ofDefinitive Agreements and sets forth:

Purchase Price

Structure of Deal

Exclusivity Period

Due Diligence Access

Typically non-binding except for exclusivity period

May contain confidentiality and standstill provisions

Confidentiality And Standstill

Purpose to ensure the free-flow of information

Confidential Information provided on the basis of aproposed purpose:

Business combination

Take-over

Acquisition of interests in properties


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What Is A Standstil l?

Party receiving Confidential Information for aprescribed period, covenants not to acquire,directly or indirectly and securities (debt orequity) of the Company called upon to supply theConfidential Information

Standstill

WHY IMPORTANT?

1. Securities Law Context

Giving Confidential Information is typicallyconsidered tipping i.e. disclosing non-disclosedmaterial information

Safe-harbor in the course of business such asnegotiations in the context of a business combination

Best practices when use confidentiality covenantscoupled with standstill covenants


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Standstill

2. Deal Context

Ensure that party receiving information does not usethe information if deal does not close to launch ahostile take-over

Protection of information even if no ConfidentialInformation provided

Confidentiality Protection

1. Purpose of the Providing of Information

Clause typi cally states (for an interest)

Recipient is interested in reviewing ConfidentialInformation in relation to Companys exploration andmining rights and claims at Companys Project whichare described in Schedule A for the purpose ofevaluating a possible transaction (the Project)

OR

Recipient interested in reviewing ConfidentialInformation relating to the business and operations ofthe Company for the purpose of evaluating the potentialacquisition of all of the assets or shares of the Company(the Transaction)


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Confidentiality Protection

2. Other Features

Restrictions on who can see the information restricted to representations

Certain information excluded from confidentialityprovisions i.e. previously disclosed information ordeveloped independently

Return of information upon request

In context of sale of interest restrictions onacquiring claims within certain area

What Do We Know About These Clauses?

Minera Aquiline vs. Ima Explorations

How to interpret/enforce:

Business purpose of agreement to be viewed

Broad interpretation as to what is Confidential Informationi.e. a project may be larger than the description in theagreement

Drafting is key-definition of scope of use of information

Make the restrictions on acquisitions independent of whether

Confidential Information is given and regardless if discoveredindependently

Use of Lac Minerals standard confidential, communicated inconfidence and misused information


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WHAT TO DO?

Tailor the confidentiality agreement

Asset-related

Merger and acquisitions

Define the Confidential Information to be provided andwhat is excluded

How is the disclosure made

Restrictions on the disclosure


WHAT TO DO?

Return of Confidential Information

No representations or warranties on the ConfidentialInformation

Restriction of use

Termination clauses

Non-solicitation of employees


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Conclusion

Avoid boiler-plate agreements

Examine the scope and limit the use of theinformation

Purpose clause may be a trap becauseCourts have held that the receiving party maybe prohibited in using the information basedon a restricted purpose clause

Use area of exclusion provisions as they arenot dependent upon disclosure of

Confidential Information

Standstill

Usually part of confidentiality agreement butstand alone from the agreement

Context In a M&A transaction may broadlyprohibit acquisition of securities/assets orassisting a third party to acquire securities orfinancing the acquisition of securities/assets


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Standstill

CONCLUSION

Depending on which side you are on,Standstills should not be tied to the providingof Confidential Information (Aurizon Mines vs.Northgate Minerals)

Peter Villani (Montral)Partner514 397 [email protected]


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TSX - Market Regulation

Krisztin Tth (Toronto)

March 1, 2011

Consists of material facts and material changes

External Events?

Disclosure of Positive/Negative News

Ensure QP Review of Press Release

Material Information


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Monitors trading activity, chat rooms and websites

Timing of announcements

Pre-notification to Exchange

Appoint a point person

Market Surveillance

Misleading announcements

Proposed transactions

Duty to update

Confidentiality

Rumours

Unintentional disclosure

No safe harbour

When To Disclose


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Disclosure Policy

Current, complete and compiled with

Website (s.423.11 TSX Manual)

Current and complete

Log maintained

Review

TSX Expectations Of Issuer

Appoint point person and name them in press release

Provide them with a file of all relevant public information about Issuer

(including third party reports)

Review Disclosure Policy regularly

Consider simplifying if steps not followed

Need-to-Know basis

Monitor media and trading activity during critical times

Do not participate

Review of website prior to key events

Timing for Board Meeting (s.907 TSX Manual)

Tips:


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Krisztin Tth (Toronto)Partner416 865 [email protected]

M & A Primer for Mining Companies -Timely Disclosure Obligations

Virginia K. Schweitzer (Ottawa)

March 1, 2011


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Regulatory Regime Governing TimelyDisclosure

National Instrument 51-102 Continuous DisclosureObligations

Material Change Report (MCR) Form 51-102F3

press Release immediate

MCR within 10 days

confidential material change reports

National Policy 51-201 Disclosure Standards

Materiality

Disclosure Policy & Board/Committee Involvement

Public Dissemination of Information

Regulatory Regime Governing TimelyDisclosure (contd)

Toronto Stock Exchange

Part IV TSX Manual Timely Disclosure material i nformation

market surveillance IIROC

trading halts

TSX Venture Exchange

Policy 3.3 Timely Disclosure TSXV Manual

general disclosure of material information

Appendix 3E News Release Guidelines

requirement for resource company disclosure

Appendix 3F Mining Standard Guidelines

standards and guidelines for scientific and technical disclosure


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When is Timely Disclosure Relevant?

Is there material information relating to the business andaffairs of the issuer?

material information includes both material changes andmaterial facts

Considerations for each issuer vary and include:

nature of the information

size of issuer

market conditions

external evaluation standards in the market

Responsibility of the Issuer to determine:

what information is material when such material information should be disclosed

Material Information in an M & A Context

Guidelines on what may constitute material information:

Significant acquisition or disposition of assets or property

Joint venture arrangement

Take-over bid, merger or amalgamation

Reverse take over

Related party transaction

TSXV deems certain information to be material for TSXV-

listed companies


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When is There an Obligation to Disclose?

When the issuer initiates the change the change occurs once thedecision has been made to implement it:

When the board approves it OR

If the Issuer thinks that it is probable it will do so

Timing for public disclosure

Subject of internal debate within the Issuer

Subject of legal action by regulators and third parties

Sometimes premature disclosure is required

rumours in the marketplace

failure to keep information confidential

other market factors originally unanticipated

FACTS MUST BE CAREFULLY EXAMINED ON A CONTINUOUSBASIS WHILE A TRANSACTION IS ONGOING

Triggers NI 43-101 in M&A Transactions

Triggers obligating the filing of a technical report under 43-101

Information or proxy circular concerning a direct or indirectacquisition of a mineral property where the issuers securitiesform part of the consideration

When a valuation is required to be prepared and filed undersecurities legislation which might include a related partytransaction

An offering document that complies with and is filed inaccordance with the TSXV policy

A take-over bid circular that discloses a preliminary assessment

or mineral resources or mineral reserves on a property material tothe offeror if the offerors securities form part of the considerationoffered in exchange on the take-over bid


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Triggers NI 43-101 in M&A Transactions(contd)

A technical report must be filed at the same time as thedocuments identified previously

A technical report that supports a directors circular mustbe filed not less than three business days prior to theexpiry of the take-over bid

A technical report is not required if:

the Issuer has a technical report filed that supports thescientific or technical information contained in the disclosureand there has been no material change to that informationsince the date of filing the technical report; and

the Issuer files an updated certificate in accordance with NI 43-

101 and consent of each qualified person who has beenresponsible for preparing the technical report

Regulatory issues related to technicalreports:

Issuers sometimes overlook certain issues related to technicalreports: using a technical report that is not in the name of the issuer the resource or reserve disclosed was not undertaken for the

issuer technical reports do not address the issuers rights to the property sections required by Form 43-101F1 are omitted in the technical

report disclaimers within the report are not accurate or are poorly

worded material work has been done on the property since the last site

inspection by the qualified person

figures and maps are illegible maps do not include appropriate legends, property boundaries or

information regarding direction resources are disclosed without appropriate information or

cautionary language


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Press releases referencing a technicalreport

Press release referencing a technical report

ensure the technical information has been signed off by aqualified person

have appropriate consents of qualified persons to file withthe press release, if required

Dissemination of Information PressReleases

Press Releases Widely disseminated recognized news service Factual information disclosure of positive and negative

information Market surveillance - IIROC

Trading Halt Timing of press release Rumours

Selective Disclosure Posting information on Issuer website

Analyst conference call Presentation


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Virginia K. Schweitzer (Ottawa)Partner613 236 [email protected]

M&A Primer For Mining Companies Tactical Shareholders Rights Plans and

Anticipatory Takeover Defence Mechanisms

Lata Casciano (Vancouver)

March 1, 2011


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Defensive Tactics

In Canada, the prevailing view has been that directors cannotprevent a hostile bidder from taking its bid directly toshareholders through the use of defensive tactics.

However, recent securities regulatory decisions appear tohave challenged that position or have they?

Overview

Directors duties and the business judgement rule.

Recent securities commission decisions on shareholderrights plans (SRPs).

Defensive Tactics Directors Duties

Directors are required under corporate law to manage orsupervise the management of the business and affairs of thecorporation.

In exercising their powers and discharging their duties,directors must:

(i) act honestly and in good faith with a view to the bestinterests of the corporation, and

(ii) exercise the care, diligence and skill that a reasonablyprudent person would exercise in comparable

circumstances.


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Defensive Tactics Directors Duties(contd)

BCE Inc. Decision

The fiduciary duty of the directors to the corporation originatedin the common law. It is a duty to act in the best interests of thecorporation. Often the interests of shareholders and stakeholdersare co-extensive with the interests of the corporation. But if theyconflict, the directors duty is clear it is to the corporation:Peoples Department Store.

The fiduciary duty of the directors to the corporation is a broad,contextual concept. It is not confined to short-term profit or sharevalue. Where the corporation is an ongoing concern, it looks tothe long-term interests of the corporation. The content of thisduty varies with the situation at hand. . . . In any event, the

fiduciary duty owed by directors is mandatory; directors must lookto what is in the best interests of the corporation.

Defensive Tactics Business Judgement

Business Judgement Rule

Directors can manage or supervise the management of thebusiness according to their best judgement. Decisions of theboard that have been made honestly and in good faith onreasonable grounds in the context of the relevant duties willgenerally be respected by the courts.

Key to reliance on the business judgement rule is the processadopted by the Board in arriving at its decision. That processshould demonstrate the due diligence undertaken by the

Board in arriving at its decision (e.g., appointment of a specialcommittee and engaging appropriate legal, financial andother advisors).


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Defensive Tactics NP 62-202

National Policy 62-202 Take-Over Bids Defensive Tactics

Securities regulators recognize that management of a targetissuer may, subject to the exercise of their fiduciary duties,take defensive measures to defeat the bid.

However, securities regulators will take appropriate action ifthey become aware of defensive tactics that will likely result inshareholders being deprived of the ability to respond to a bid.

Defensive Tactics - SRPs

Shareholder Rights Plans (Poison Pill)

Commonly used defensive tactic to address unsolicited bids.

The effect of an SRP when triggered is to dilute significantlythe holdings of the bidder.

SRP can be adopted in advance of any contemplated bid ormay be adopted in the face of a bid (a tactical plan).

TSX rules require shareholder approval within six months ofadoption.


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Defensive Tactics SRPs (contd)

Shareholder Rights Plans (contd )

In determining when an SRP should be terminated, securitiesregulators generally consider a number of factors, including:

When the SRP was adopted, whether informed shareholderapproval was obtained at the time and whether shareholderscontinue to support the SRP.

The size and complexity of the target company.

Nature of the bid, including whether it is coercive or unfair toshareholders and the time elapsed since announcement.

Targets response to the bid and likelihood of alternatives.

Historically, securities regulators have taken the view that a

SRP should be terminated after it has outlived its usefulness.

Defensive Tactics SRPs (contd) Recent Decisions


In recent decisions, Canadian securities regulatorshave allowed SRPs to stay in effect to block ahostile bid: Re Pulse Data Inc. (ASC)

Re Neo Material Technologies Inc. (OSC)

However: BCSC did not follow ASC/OSC in Lions Gate Entertainment Corp.

OSC clarified its position in Baffinland Iron Mines Corporation.


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Defensive Tactics SRPs (contd) RecentDecisions


Bottom line:

SRPs are useful tactical tool in dealing with unsolicitedbids.

Informed shareholder approval and continued support is arelevant factor.

Forum of the hearing to review an SRP will be relevant.

Lata Casciano (Vancouver)Partner604 631 [email protected]


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M&A Primer For Mining Companies Insider Trading Investigations in the Context ofMaterial Transactions

Georald S. Ingborg (Vancouver)

March 1, 2011

Introduction

Public disclosure relating to material transactions

Receipt of inquiries by securities regulatory authorities

Responding to inquiries by securities regulatory authorities

Conclusions


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Public Disclosure relating to MaterialTransactions

When to Publicly Disclose

Initially, when the parties have committed to a transaction,but will be factually driven

Consider disclosure obligations at each stage of thetransaction

If also a US public company, disclosure may be requiredearlier

Public Disclosure relating to MaterialTransactions (contd)

In Canada, many transactions not disclosed at non-bindingLOI stage

Implement Blackout Period on Trading

When?

Who?


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Receipt of Inquiries by Securit iesRegulatory Authorities

Securities regulators take insider trading very seriously

Inquiries may be made by a number of securities regulatoryauthorities, domestic or foreign

Scope of Inquiries relate to identity of all individuals who mayhave been or were in possession of material non-publicinformation

Inquiries relating to material M&A transactions are now almostordinary course

Public companies need to regulate behaviour accordingly

Responding to Inquiries by Securi tiesRegulatory Authorities

If an investigation is properly anticipated, then responseshould be painless, although time-consuming

Be truthful if not, further inquiries will likely result due toforensic capabilities of regulatory authorities


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Conclusions

Establish proper protocols within corporate disclosure policy

Follow the protocols established

Periodically audit those protocols

Insider trading can result in guilt by association

Establish that your company has done everything it can andwas not complicit in the unlawful behaviour of an individual

Georald S. Ingborg (Vancouver)Partner604 631 [email protected]


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M&A Primer For Mining Companies Deals with Chinese Enterprises

R. Greg Powers, Q.C. (Calgary)

March 1, 2011

State Owned Enterprise (SOE) vs. PrivateEnterprise

SOEs

Agency of the State May have corporate structure, but often more like a CrownAgency

Approximately 125 in 2010 in most major industries

Numbers have been reducing

Tend to be very large May have a bureaucracy

Strategic Investors

Usually operate through wholly-owned or majoritycontrolled subsidiaries Western style corporate structure

Subsidiaries may be listed on major stock exchange(s)


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State Owned Enterprise (SOE) vs. PrivateEnterprise

Private Enterprise

May be publicly listed or privately held

no State involvement

becoming more common

active in most industry sectors, including mining

Western style corporate structure

Entrepreneurial

May be more agile in making deals

May have more difficulty getting State approvals

May operate through wholly-owned subsidiaries

often in Hong Kong

Approval Process

Private Enterprise

Internal Executive

Board

State approvals

State Council

National Development and ReformCommission (NDRC)

Ministry of Commerce (MOFCOM)

State Administration of ForeignExchange (SAFE)

May have longer approvalprocess

If operating from Hong Kongmay not have to obtainapprovals

SOE

Internal

Departments

Executive

Board

State approvals,

State Council

National Development and ReformCommission (NDRC)

Ministry of Commerce (MOFCOM)

State Administration of Foreign

Exchange (SAFE)

State-owned Assets Supervisionand Administration Commission(SASAC)

May have an inside track


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Negotiations - Understand what you aredealing with

Both SOEs and Private Enterprises

With International experience

Similar to Western entities

Without international experience

Learning curve

Highly educated

younger managers vs older managers

Language

younger managers vs older managers

SOEs may have complex internal approval processes

Relationship May take time to develop a level of understanding and trust

Target Business - Both SOEs and PrivateEnterprises

The Target

Canadian operations or entity

Foreign operations of a Canadian entity

The Route

Investor

Control position

Acquisition

Consider the Canadian entities approvals

Investment Canada

Competition Act Industry specific

Foreign Assets


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Transaction Priorities - Both SOEs andPrivate Enterprises

Understand the priorities

SOEs

Raw materials

Knowledge/management skills

Profits

Private Enterprises

Investment

Profits

Transaction Type - Both SOEs andPrivate Enterprises

Corporate/Securities Transactions Take Over Bid Amalgamation Plan of Arrangement

Asset Transactions Joint Venture Asset purchase

SOEs Can be very familiar with Western deals depending on other experiences More complex deal structures may take longer to f inalize

Understanding More levels of approvals

Private Enterprises More likely to be familiar with Western deals, especially if based in Hong

Kong May be able to adapt to complex structures more quickly

Experience Fewer levels of approvals


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Documentation - Both SOEs and PrivateEnterprises

Basic documents

Letter of Intent/MOU

Confidentiality Agreement

Definitive Agreement

Joint Venture Agreement

Other documents

May depend on familiarity with local practices and level ofexperience

Many have UK and US experience

Consider when to bring in the outside professionals

Many Chinese entities bring in financial and technical assistanceat an early stage

Lawyers may be later but can spoil the party if not invited soonenough

Closing - Both SOEs and PrivateEnterprises

Allow for

Learning local laws and practices

Obtaining approvals

SOEs more likely to have prior approval or process underway

Private Enterprises may have to apply for approvals when theagreements have been signed

International movement of funds


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Post Closing

SOE - joint venture or investment

on going meetings and exchange of information

a larger group of participants

more intense if SOE is interested in knowledge

have to account to a larger group of stakeholders andsupervisors

Private Enterprise - joint venture or investment

on going meetings and exchange of information

intensity will depend on level of knowledge of the businessand local practices

have to account to shareholders/investors

R. Greg Powers, Q.C. (Calgary)Partner403 261 [email protected]


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Questions?


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BIOGRAPHIES

VANCOUVER CALGARY TORONTO OTTAWA MONTRAL QUBEC CITY LONDON PARIS JOHANNESBURG


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BIOGRAPHY

Areas o f Pract ice

Securities and Mergers &Acquisitions

Mining - Global Mining

Life Sciences

Investment Products & WealthManagement

Cross-Border and InternationalTransactions

Corporate Governance

Education

B Comm,University of British Columbia,1982

LLB,University of British Columbia,1986

Year of Call

Ontario, 1989British Columbia, 1987

Lata CascianoPartner

Vancouver

Direct Line: 604 631 4746

Facsimile: 604 632 4746

[email protected]

www.fasken.com/Lata-Casciano

Lata Casciano, partner, chairs the Securities and Mergers & Acquisitions Group in Vancouver and a member of the Steering Committee for the National Securities and Mergers & Acquisitions Group

Lata has tremendous securities expertise. From 1993 to 1997, Lata worked for the British ColumbiSecurities Commission ("BCSC") as Senior Legal Counsel and Policy Advisor in the Policy anLegislation Division, and from 1989 to 1992 she worked for the Ontario Securities Commissio("OSC") as Solicitor, initially in the Legal Adviser's Office and then in the Corporate Finance BranchWhile at the Commissions, Lata developed legislation and policy related to securities regulationsprimarily in relation to corporate finance matters, including derivatives, real estate securities anmortgage syndicates. She spearheaded the new prospectus disclosure system for mutual funds anparticipated in the development of the new national rules on mutual funds, commodity pools anmutual fund sales practices, all for the Commissions. Lata also represented the Commissions onumerous committees, including the CSA Mutual Fund Committee, the CSA Task Force on CivRemedies and Integrated Disclosure System, the CSA National Escrow Committee and the CSANational Policy Statement 41 Shareholder Communication Committee.

These opportunities, challenges and contributions have greatly enhanced Lata's current lawpractice. Hers encompasses all aspects of securities, mergers and acquisitions, and investmen

funds. She has acted as issuer's counsel and underwriters' counsel in a variety of domestic ancross-border public and private financings, and mergers and acquisitions including takeover bidsShe regularly advises clients on ongoing compliance matters, including ongoing disclosurrequirements and corporate governance matters as well as applications for relief from regulatorrequirements.

Representative Experience

Eldorado Gold and Brazauro Resources complete plan of arrangementAdvised Eldorado Gold Corporation

Eldorado Gold closes acquisition of Sino Gold, creating $7.7 billion market cap companyAdvised Eldorado Gold Corporation

Great Basin Gold closes $126.5 million bought deal public offering of convertible debenturesAdvised the syndicate of underwriters led by RBC Capital Markets

Pelangio Exploration closes bought deal private placementAdvised Pelangio Exploration Inc.

Eldorado Gold acquires stake in Sino GoldAdvised Eldorado Gold Corporation

First Quantum Minerals completes $345 million overnight marketed public offeringAdvised First Quantum Minerals Ltd.

Great Basin Gold completes $149.5 million equity financingAdvised the underwriters led by BMO Capital Markets and RBC Capital Markets


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BIOGRAPHYLata Casciano

Pelangio completes plan of arrangement; renamed PDX ResourcesAdvised Pelangio Mines Inc.

Skye Resources and HudBay Minerals complete $460 million business combinationAdvised Skye Resources Inc.

Sonus Pharmaceuticals and OncoGenex Technologies complete business combinationAdvised OncoGenex Pharmaceuticals, Inc.

Pan African Mining Corp. acquired by Asia Thai Mining in $157 million dealAdvised Pan African Mining Corp.

GLG Life Tech Corporation signs strategic alliance and multi-decade supply agreement withleading multi-national agribusiness corporation for natural zero-calorie sweetener

Advised GLG Life Tech Corporation

Robert Bosch GmbH acquires Extreme CCTVAdvised Extreme CCTV Inc.

Mineral Securities completes $39.6 million acquisition of common shares of PlatminAdvised Mineral Securities Limited

International Automotive Components completes Collins & Aikman soft trim acquisitionAdvised International Automotive Components Group North America

sxr Uranium One and UrAsia Energy complete US$5 billion business combinationAdvised sxr Uranium One Inc.

Great Basin Gold completes $149.5 million financingAdvised the underwriting syndicate led by BMO Capital Markets

Pelangio Mines completes sale of Detour Lake PropertyAdvised Pelangio Mines Inc. in its sale of Detour Lake Property to Detour Gold Corporation.

Gemcom acquires Surpac Minex Group for $26 millionAdvised Gemcom Software International Inc.

Eldorado Gold completes $186 million offeringAdvised Eldorado Gold Corporation

International Royalty completes offering and acquires Voisey's Bay RoyaltyAdvised International Royalty Corp.

Doman Industries completes restructuringAdvised Doman Industries Ltd. and Western Forest Products

Ivanhoe Mines completes $150 million bought deal offeringAdvised underwriting syndicate including HSBC Securities (Canada), GMP Securities, CIBCWorld Markets and UBS Securities Canada

Eldorado Gold completes $46 million bought deal financingAdvised Eldorado Gold Corporation

MacDonald, Dettwiler completes $135 million share distributionAdvised the underwriting syndicate led by RBC Dominion Securities Inc.

MDA Holdings Corporation provides $36.4 million secondary offering of common shares ofMacDonald, Dettwiler and Associates

Advised the underwriting syndicate led by Scotia Capital Inc.

Diebold acquires Global Election SystemsAdvised Diebold, Incorporated


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DeBeers successful in its unsolicited take-over bid of Winspear Diamonds Inc.Advised De Beers Canada Holdings Ltd.

Pope & Talbot Inc. successful in its unsolicited takeover bid of Harmac Pulp Inc. Advised Pope & Talbot Inc.

Represented the general partner of a flow-through share oil and gas limited partnership, as leadcounsel, in connection with its initial prospectus offering of limited partnership units.

AnorMED completes public offerings totalling more than $100 millionAdvised AnorMED Inc.

Represented the manager of a managed futures fund as lead counsel in connection with thefund's initial prospectus offering of trust units and renewal of its prospectus, and in obtaining theregulatory relief necessary for the fund's operations.

Simon Fraser University completes a $150 million private placement of unsecured debenturesRepresented Simon Fraser University

Advisor to The Investment Funds Institute of Canada in connection with the collapse ofVancouver-based securities dealer

Advised The Investment Funds Institute of Canada

Advisor to the Mortgage Brokers Association of British Columbia in connection with proposedlegislative amendments to the Mortgage Brokers Act

Advised the Mortgage Brokers Association of British Columbia

Advised a dealer in connection with a private placement of a novel offering of derivativesecurities

Advised a dealer

Consultant to British Columbia Securities Commission in connection with new regulationsgoverning mutual fund disclosure and mutual fund sales practices.Consultant to British Columbia Securities Commission

Counsel to a shareholder of a target company in connection with its successful application to theBCSC for orders restraining an illegal takeover bid

Advised a shareholder of a target company

GMP Securities Ltd. completes two private placements of special warrantsAdvised GMP Securities Ltd.

RBC Dominion Securities Inc. completes $84 million IPO of common shares of MacDonald,Dettwiler and Associates Ltd.Represented RBC Dominion Securities Inc.

Represented the general partner of a flow-through share oil and gas limited partnership, as leadcounsel, in connection with a private placement of limited partnership units.

Represented the British Columbia Securities Commission and the Ontario SecuritiesCommission on numerous commitees of the CSA

Represented the British Columbia Securities Commission (BCSC) and the Ontario SecuritiesCommission (OSC)

Represented an international dealer, as lead counsel, in connection with a private placement ofClass A and B Preferred Shares of a local biotechnology company

Presentations

M&A Primer, Global Mining Group Seminar, March 1, 2011

Securities Continuous Disclosure Update, Securities Group Seminar, December 7, 2010


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Registration Reform Update, Securities Regulatory Compliance Group Seminar, November 30,2010

Mutual Funds Point-of-Sale Regime, Investment Products & Wealth Management GroupSeminar, November 26, 2010

Regulatory Update - NI 31-103 Registration Reform and Other Matters, Securities RegulatoryCompliance Group Seminar, September 20, 2010

NI 31-103 Registration Reform - Regulatory Update, Investment Products and WealthManagement Group Seminar, March 5, 2010

Mutual Fund Dealers, NI 31-103 Registration Requirements Seminar Series, November 5, 2009

Investment Dealers, NI 31-103 Registration Requirements Seminar Series, October 29, 2009

Portfolio Managers, NI 31-103 Registration Requirements Seminar Series, October 22, 2009

Investment Fund Managers, NI 31-103 Registration Requirements Seminar Series, October 15,

2009 Fasken Martineau Symposium, The Fasken Martineau Symposium offers corporate counsel an

essential source of training that is free and qualifies under the Law Society of British Columbia'sContinuing Professional Development Program., October 7, 2009

Exempt Market Dealers, NI 31-103 Registration Requirements Seminar Series, October 6, 2009

Understanding National Instrument 31-103 Registration Requirements, Roundtable discussionwith the BCSC (British Columbia Securities Commission), April 24, 2008

Ontario Civil Liability Regime for Secondary Market Disclosure Round-Up CNQ, January 5, 2006

Corporate Governance Update, Corporate Counsel and Business Law Sections, Canadian BarAssociations (BC Branch), January 2004

Understanding New Liabilities Related to Mining Disclosure, The Conference Board of Canada,

New Disclosure Rules for Mining Companies, December 2002

Corporate Governance Compliance, CBA Corporate Counsel and Business Law Sections,November 2002

eFinancing Course, From IP Address to IPO, E-business, L.L.M. E-Business Law Program,January - March 2002

Legal Role in Financial Risk Management - Securities Regulatory Practice and Pitfalls, CCCAAnnual Meeting 2001, August 2001

All You Need to Know About Employee Stock Incentives, HRMA / WorldatWork Conference2001, June, 2001

Trading Securities on the Internet - Potential Liabilities for Issuers, Insight, Issuing and TradingSecurities on the Internet, October 1999

The Vantage Bankruptcy: A Mutual Fund Industry Perspective, The Insolvency Institute ofCanada, January 1999

Update on the Proposal to Provide Statutory Civil Liabilities for Continuous Disclosure; TheRegulation of Real Estate Securities in British Columbia (Updated) (Co-Authored), Insight,Western Canadian Securities Conference, April 1998

Civil Liability for Inadequate Disclosure Under Canadian Securities Law, 27th Annual Workshopon Commercial and Consumer Law, October 1997

Mutual Fund Disclosure Initiatives, The Investment Funds Institute of Canada Mutual FundForum, April 1997


45/66



Changes in the Regulation of Mutual Funds, Insight, B.C. Securities Forum - The Changing Facof BC Capital Markets, March 1997

Regulation of Real Estate Securities, CBA Real Estate Property Section Meeting, January 1997

Internet Disclosure - Corporate Communications on the World Wide Web, Insight, WesternCanadian Securities Forum, November 1999

Publications

"Minimizing Liability for Forward-Looking Information", Securities and Mergers & AcquisitionsBulletin, December 16, 2010

"Certification Compliance Update", Securities and Mergers & Acquisitions Bulletin, December 132010

"The British Columbia Securities Commission mandates electronic filing of distribution reports",Securities and Mergers & Acquisitions Bulletin, August 2009

"BCSC announces streamlined short-form prospectus reviews for mining issuers", Securities anMergers & Acquisitions Bulletin, July 2009

"Q&A: What options are available to access public financing in volatile market conditions?", BCBusiness magazine's "Ask a Lawyer" feature, July 2009

"Global Mining Group Newsletter", Summer 2009 issue, June 2009

"OSC Decision in HudBay Identifies Fair Treatment of Shareholders as the Key Consideration inRequiring HudBay Shareholder Approval of the Transaction and Questions the Independence oFinancial Advisers", Securities and Mergers & Acquisitions Bulletin, June 2009

"British Columbia Takes Action Under Instrument Regulating Over-the-Counter Issuers WithConnections to British Columbia", Securities and Mergers & Acquisitions Bulletin, May 2009

"Global Mining Group Newsletter", Spring 2009 issue, March 2009

"CSA Offers Additional Guidance on Continuous Disclosure in Current Economic Conditions",Securities Law Bulletin, January 2009

"Changes To Officer Certification Requirements", Securities Law Bulletin, January 2009

"New Material Contract Filing Obligations Effective March 17, 2008", by Lata Casciano, GeoraldIngborg and Steve Saville, February 2008

"Proposed National Instrument 45-106 Harmonizing Prospectus and Registration ExemptionsAcross Canada", Securities and Mergers & Acquisitions Bulletin, February 2005

"New Regulation Governing Commodity Pools", Investment Funds Bulletin by Lata Casciano,October 2002

Memberships and Aff iliations

Securities Legal Advisory Committee to the British Columbia Securities Commission

Securities Section, Canadian Bar Association, (BC Branch)

Prospectors and Developers Association of Canada

Association for Mineral Exploration of British Columbia


46/66


BIOGRAPHY

Areas of Pract ice




Education

B.S. - Foreign Service,Georgetown University, 1988

LLB,Dalhousie University, 1992

MBA,Dalhousie University, 1992

Year of Call

Ontario, 1994

Gregory Ho YuenPartner

Toronto


Facsimile: 416 364 7813

[email protected]

www.fasken.com/gregory-hoyuen

Greg Ho Yuen is a Partner and a member of Fasken Martineau's Securities Group and its GlobaMining Group. His corporate and securities law practice focuses on corporate finance and merger

and acquisitions. His experience includes acting for issuers and underwriters in domestic aninternational public offerings and private placements; mergers and acquisitions and other businescombinations; advising generally on Canadian securities laws (including continuous disclosure anregulatory compliance); stock exchange listings; and the negotiation and drafting of agreementrelevant to the business activities of public corporations.

Greg also acts on behalf of domestic and international mining clients, assisting them in thnegotiation of earn-in and joint venture agreements as well as the financing of their exploration andevelopment projects.

Greg has spoken at conferences relating to M&A transactions equity, financing techniquesecurities law and the resources sector. He has also appeared before various panels ancommittees to address the issue of securities regulatory reform.


Uranium One completes US$1.5 billion cross-border ARMZ transactionAdvised Uranium One Inc.

Uranium One enters into option agreement to acquire Mantra Resources from ARMZ, valuingMantra at A$1.2 billion

Advising Uranium One Inc.

Gammon Gold to acquire Capital Gold in US$288 million dealAdvising Gammon Gold Inc.

Uranium One completes $260 million debenture financingAdvised Uranium One Inc.

Uranium One acquires 50% of Karatau Uranium MineAdvised Uranium One Inc.

Gammon Gold completes $115 million bought deal offering

Advised Gammon Gold Inc.

Comaplex Minerals closes $23.5 million bought deal private placementAdvised the underwriters led by BMO Capital Markets

IAMGOLD closes $345 million equity financingAdvised the underwriters led by Canaccord Capital Corporation and TD Securities Inc.

Great Basin Gold completes $149.5 million equity financingAdvised the underwriters led by BMO Capital Markets and RBC Capital Markets


47/66


BIOGRAPHYGregory Ho Yuen

Pan-Canadian Investors Committee completes $32 billion ABCP restructuringAdvised the Issuer Trustees/Debtors and one of the Sponsors


Northgate Minerals files universal base shelf prospectus for securities offerings of up to $250million

Advised Northgate Minerals Corporation

Comaplex Minerals closes $35.3 million common share and flow-through share bought dealfinancings

Advised BMO Capital Markets and an underwriting syndicate led by Haywood Securities Inc.

Ascendant Copper Corporation acquires St. Genevive ResourcesAdvised Ascendant Copper Corporation

Canadian Royalties completes $137.5 million convertible debenture offeringAdvised the underwriters led by BMO Nesbitt Burns Inc.

Uranium One acquires Energy Metals for $1.9 billionAdvised Uranium One

Canadian Royalties completes $75 million public equity offeringAdvised the underwriters

Gammon Lake Resources completes $200 million public offeringAdvised Gammon Lake Resources Inc.

sxr Uranium One and UrAsia Energy complete US$5 billion business combinationAdvised sxr Uranium One Inc.

Gammon Lake Resources and Mexgold Resources complete $1.6 billion business combinationAdvised Gammon Lake Resources Inc.

International Minerals closes $92 million financingAdvised underwriting syndicate co-led by TD Securities Inc. and Dundee Securities Corporation

Eramet S.A. acquires Weda Bay in $200 million+ dealAdvised Weda Bay Minerals Inc.

First Quantum acquires Adastra for $275 millionAdvised First Quantum Minerals Ltd.

Frontera Copper closes $26.7 million debt offeringAdvised RBC Capital Markets, leader of the underwriting syndicate

sxr Uranium One completes $170.6 million equity financingAdvised BMO Nesbitt Burns Inc.

Aflease Gold and Uranium Resources completes US$20 million private placementAdvised BMO Nesbitt Burns Inc. and the underwriting syndicate

Alamos Gold completes $30 million public offeringAdvised the underwriting syndicate consisting of BMO Nesbitt Burns Inc., Haywood SecuritiesInc., McFarlane Gordon Inc. and GMP Securities Ltd.

Gammon Lake Resources and Mexgold Resources complete combined $66 million privateplacement and acquisition of mine in Mexico

Advised BMO Nesbitt Burns Inc.

WGI Heavy Minerals completes $38 million offeringAdvised the underwriting syndicate led by RBC Dominion Securities Inc.


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BIOGRAPHYGregory Ho Yuen

EBX Group sells Amapari Gold Project in Brazil to Wheaton River Minerals for US$105 millionAdvised EBX Group

RNC Gold merges with Tango Mineral Resources in reverse takeoverAdvised RNC Gold Inc.

Moydow Mines sells Ntotoroso property to Newmont Mining for $35 millionAdvised Moydow Mines

Moydow Mines sells Ntotoroso property in Ghana to Newmont Mining for $45 millionAdvised Moydow Mines International Ltd.

Rio Algom sells 25% interest in Alumbrera Mine for US$180 millionAdvised Rio Algom Limited

IBM acquires PwC consulting and technology services business in US$3.5 billion dealAdvised PricewaterhouseCoopers

IAMGOLD completes treasury and secondary offering

Advised the underwriting syndicate led by RBC Capital Markets

Drug Royalty acquired for $133 million by subsidiary of Inwest InvestmentsAdvised Drug Royalty Corp.

TD Bank Financial Group transfers more than $8 billion of assets under administration tosubsidiary of AGF Management

Advised TD Bank Financial Group

SPX acquires United Dominion in US$1.8 billion transactionAdvised SPX Corporation

CPL Long Term Care Real Estate Investment Trust completes first public convertible debentureoffering by a REIT

Advised the underwriting syndicate, led by CIBC World Markets

Alamos Gold completes private placements for gross proceeds of $92.3 millionAdvised RBC Capital Markets

Presentations


Working Through Challenging Times in the Mining Sector, October 30, 2008

Publications

"Update on Selected Mining Topics", Global Mining Bulletin, August 2008

"Uranium Mine Approval Process: Achieving Regulatory Compliance", Written by Gregory HoYuen and Chuck Higgins with the assistance of Andrew E. Derksen, April 2008

"The TSX and AIM - the investment landscape for Canadian exploration companies", CIM

Magazine, Vol.2, No.3, May 2007 "The TSX and AIM - The Investment Landscape for Canadian Exploration Companies", Author,

Law and Money, March 2007

"National Instrument 43-101 Gets Updated", December 2005/January 2006

"Use of Stock Markets and Venture Funds to Finance Mining Projects", Author, paper deliveredat Rocky Mountain Mineral Law Foundation's Institute on International Mining Law andInvestment in Latin America and the Caribbean, April 2005

"Foreign Company Guide to Raising Capital on Toronto Stock Exchange and Toronto VentureExchange", Author, joint publication of the TSX and Fasken Martineau, March 2004


49/66


50/66


BIOGRAPHY

Areas of Pract ice




Corporate / Commercial


Project Finance

Education

B Comm,University of British Columbia,1994

LLB,University of Victoria, 1997

Year of Call

British Columbia, 1998

Georald S. IngborgPartner

Vancouver


Facsimile: 604 632 3225

[email protected]

www.fasken.com/georald-ingborg

Georald Ingborg is a partner in our Corporate and Commercial Department whose practice iprimarily focused in the areas of public and private financing (both debt and equity), public compan

reporting and compliance, and mergers and acquisitions. Georald has acted for investment dealerand issuers in the mining, technology, biotechnology and industrial sectors on a variety of mattersincluding domestic and international public offerings and private placements, stock exchanglistings, mergers and acquisitions and other business combinations, complex corporatrestructurings and ongoing corporate governance matters.

Early in his career, Georald spent two years on secondment to the firm's London, England officwhere he regularly represented investment banks and other financial institutions, multi-nationacorporations, law firms and accounting firms on the Canadian elements of financings, includincross-border acquisition financings and project financings.


Asia Bio-Chem Group closes $10 million equity financingAdvised Asia Bio-Chem Group Corp.

Pretium Resources closes $265 million IPO and acquisition of Snowfield and Brucejack Projectfrom Silver Standard ResourcesAdvised Pretium Resources Inc.

Yellowhead Mining completes amalgamation with Four Points CapitalAdvised Yellowhead Mining

OceanaGold closes equity raisingAdvised OceanaGold Corporation

Eldorado Gold and Brazauro Resources complete plan of arrangementAdvised Eldorado Gold Corporation

Foraco acquires Adviser DrillingAdvised Foraco International SA

BHP Billiton Canada acquires Athabasca Potash in $331 million deal

Advised BHP Billiton Canada Inc.

Augusta Resource closes $32.5 million share offeringAdvised Augusta Resource Corporation

OceanaGold closes subscription receipt offering and private placement raising $86.3 millionAdvised OceanaGold Corporation

GLG Life Tech Corporation completes US$27.5 million equity offeringAdvised GLG Life Tech Corporation


51/66


BIOGRAPHYGeorald S. Ingborg

Great Basin Gold closes $126.5 million bought deal public offering of convertible debenturesAdvised the syndicate of underwriters led by RBC Capital Markets

Augusta Resource closes $29 million bought deal financingAdvised Augusta Resource Corporation

Polaris Minerals closes $25 million bought deal financingAdvised Polaris Minerals Corporation

Asia Bio-Chem closes Daqing Biochemical acquisitionAdvised Asia Bio-Chem Group Corp.

Copper Mountain Mining closes $20 million equity offeringAdvised Jennings Capital Inc. and Canaccord Capital Corporation

Uranium One signs US$100 million credit facilityAdvised Uranium One Inc.

Asia Bio-Chem closes qualifying transaction

Advised Asia Bio-Chem Group Company Ltd.

Adanac closes $80 million bridge financing for Ruby Creek Project

Merit Mining and Osoyoos Indian Band achieve milestone Impacts and Benefits AgreementAdvised Merit Mining Corp.

GLG Life Tech Corporation signs strategic alliance and multi-decade supply agreement withleading multi-national agribusiness corporation for natural zero-calorie sweetener

Advised GLG Life Tech Corporation

Adanac Moly completes $15 million financingAdvised Adanac Molybdenum Corporation

Goldmember Minerals closes qualifying transaction and financingAdvised Goldmember

Day4 Energy closes $100 million IPOAdvised syndicate of underwriters led by GMP Securities L.P. and CIBC World Markets Inc., andincluding Canaccord Capital Corporation, Blackmont Capital Inc. and Raymond James Ltd.

Sargold merges with Buffalo GoldAdvised Sargold Resource Corporation

Foraco closes $40 million IPO and secondary offeringAdvised Foraco International SA

MetroBridge Networks International completes RTO of Huntingdon Capital and public offeringAdvised MetroBridge Networks International Inc.

Augusta closes $37.5 million Sumitomo/Harbinger financingAdvised Augusta Resource Corporation

Elephant & Castle Group and Repechage Investments complete plan of arrangementAdvised Elephant & Castle Group Inc.

Kobex Resources in US$52 million agreement to acquire Lucky Jack Molybdenum Property inColorado USA.

Advised Kobex Resources Ltd.

Polaris Minerals closes $62.1 million offeringAdvised Polaris Minerals Corporation on $62.1 million bought deal financing

CY Oriental Holdings completes $17.5 million financingAdvised Research Capital Corporation and CIBC World Markets Inc.


52/66



Lignol Energy completes reverse take-over and private placementAdvised Lignol Energy Corporation

Sargold completes Monte Ollasteddu agreement with Gold FieldsAdvised Sargold Resource Corporation

Rainmaker Income Fund acquires balance of Mainframe EntertainmentAdvised Rainmaker Income Fund

TCP Reliable acquires the assets of insolvent Cryopak companiesAdvised TCP Reliable Inc.

Miramar Mining completes public offering and concurrent private placement for gross proceedsof $97 million

Advised the underwriting syndicate led by BMO Nesbitt Burns Inc.

Polaris Minerals completes IPO and concurrent debt financingAdvised Polaris Minerals Corporation

Doman Industries completes restructuringAdvised Doman Industries Ltd. and Western Forest Products

Ivanhoe Mines completes $150 million bought deal offeringAdvised underwriting syndicate including HSBC Securities (Canada), GMP Securities, CIBCWorld Markets and UBS Securities Canada

Eldorado Gold completes $46 million bought deal financingAdvised Eldorado Gold Corporation

360networks group of companies completes Canadian restructuringAdvised 360networks group of companies

ARMgold completes $140 million international private placementAdvised RBC Capital Markets

Advised two private limited partnerships in connection with their respective real estatesyndication private placement offerings tottaling more than $50 million

Advised two private limited partnerships

AnorMED completes public offerings totalling more than $100 millionAdvised AnorMED Inc.

Simon Fraser University completes a $150 million private placement of unsecured debenturesRepresented Simon Fraser University

Advised issuers and investment banks in connection with various reverse take-over transactionsand "qualifying" transactions on the TSX Venture Exchange

Advised issuers and investment banks

Advised mutual fund trusts in connection with their establishment and subsequent privateplacements by way of offering memorandum

Advised mutual fund trusts

Advised numerous boards of directors and special committees of both private and publiccompanies in connection with business combinations, going-private transactions and ongoingcorporate governance matters

Advised numerous boards of directors and special committees of both private and publiccompanies

Presentations



53/66



Publications

"New Material Contract Filing Obligations Effective March 17, 2008", by Lata Casciano, GeoraldIngborg and Steve Saville, February 2008

"Securities disclosure requirements for climate change related risks", Co-authored by RonEzekiel & Georald Ingborg, October 13, 2004


Business, Securities and Corporate Counsel Sections, Canadian Bar Association (BC Branch)

Securities Committee of the Prospectors and Developers Association of Canada


54/66


BIOGRAPHY

Areas of Pract ice

Private Equity


Joint Ventures


Japanese /

Energy

Asia Pacific Practice

Chinese /

Education

LLB,University of Alberta, 1970

BA, EconomicsUniversity of Alberta, 1967

Year of Call

Alberta, 1971

R. Greg Powers, Q.C.Partner

Calgary


Facsimile: 403 261 5351

[email protected]

www.fasken.com/Greg-Powers

Based in Fasken Martineau's Calgary office, Greg's practice has been focused in the areas of oand gas, securities, mergers and acquisitions, corporate commercial and project finance since 1970

He has extensive experience in advising on mergers and corporate acquisitions, as well as icorporate finance in connection with private and public debt and equity, corporate and limitepartnership financings. His experience includes acting for both borrowers and lenders in varioubank and other financing arrangements. His oil and gas industry experience includes advisinprivate and publicly listed clients on issues related to acquisitions, investments and joint venturstructures in connection with conventional projects and projects for the extraction and upgrading oheavy crude oil and bitumen. His corporate experience at the board level of public and privatcompanies has given him insights into the challenges of corporate governance in a changinregulatory environment and advising on corporate structures and corporate governance issuesGreg's representation of small public and private entities as well as large international corporationhas given him an understanding of the needs of different sized clients in realizing their goals.


Acted as lead Canadian counsel on behalf of a Chinese oil company in respect of a the f irst

investment by a Chinese oil company in the Alberta oil sands Acted as lead Canadian counsel on behalf of a Chinese oil company

GS Engineering & Construction chosen for $310 million oilsands EPC project for Harvest EnergyAdvised GS Engineering & Construction Corp.

Champion Enterprises emerges from US restructuringCounsel to Champion Enterprises on Canadian elements of its reorganization

Fugro Data Solutions Canada acquires Divestco's archive and technical records divisionsAdvised Fugro Data Solutions Canada Inc.

Fugro Data Solutions acquires oil and gas data storage activities in CanadaAdvised Fugro Data Solutions Canada Inc.

Petro-Reef Resources closes financing

Advised Petro-Reef Resources Ltd.

Pennine Petroleum closes IPOAdvised Pennine Petroleum Corporation

Fugro Data Solutions acquires Trango TechnologiesAdvised Fugro Data Solutions

Represented a Canadian joint venture in connection with the establishment of bank lines of credto funds its Canadian operations


55/66

BIOGRAPHYR. Greg Powers, Q.C.


Represented a Texas based exploration and production company in connection with itsCanadian initial public offering to fund its Texas operations

Acted as lead counsel on various private placements by both private and public corporationsActed as lead counsel

Acted as lead counsel to a Calgary based junior Canadian oil and gas issuer on its initial publicoffering to fund its Canadian operations

Acted as lead counsel to a Calgary based junior Canadian oil and gas issuer

Acted as lead Canadian counsel on behalf of a Chinese oil company in respect of a $2 billionplan of arrangement to acquire oil properties in Kazakhstan held by a Canadian corporation

Acted as lead Canadian counsel on behalf of a Chinese oil company

Presentations


Mining Joint Ventures in Canada, November 3, 2008

Publications

"The Impact of 2009 Reserves Reports on Oil and Gas Companies", Securities and Mergers &Acquisitions Bulletin, July 2010

"TSX Publishes Rule to Implement 25% Dilution Threshold for Public Company Acquisitions",Canadian Securities Law News, October 2009

"TSX Publishes Rule to Implement 25% Dilution Threshold for Public Company Acquisitions",Securities and Mergers & Acquisitions Bulletin, October 2009

"Some implications of the U.S. climate change legislation for oil sands producers", CIMMagazine, Vol. 4, No. 6, September/October 2009

"CSA Offers Guidance to Oil & Gas Issuers on the Disclosure of Resources Other than Reserve

Data", Securities and Mergers & Acquisitions Bulletin, May 2009

Rankings and Awards

Greg was appointed Queen's Counsel in the Province of Alberta in 1998.


56/66


BIOGRAPHY

Areas of Pract ice





Technology and IntellectualProperty

Charities and Not-For-Profit

Education

LLB,McGill University, 1995

BCL,McGill University, 1995

BA (Hons), History and PoliticalScienceMcGill University, 1991

Year of Call

Ontario, 1997

Languages

English

Virginia K. SchweitzerPartner

Ottawa


Facsimile: 613 230 6423

[email protected]

www.fasken.com/virginia-schweitzer

Virginia Schweitzer's practice includes corporate finance, mergers and acquisitions, securitiesmining law and technology law. Virginia has been involved in public offerings, including IPOs,

Canada and the United States, and private placements for technology, biotechnology and mininclients. Her expertise also extends to mergers, takeovers and acquisitions on behalf of both publand non-public companies. Virginia is also involved in advising corporations (profit and non-profit) omatters related to corporate governance.

She has acted for various public companies including World Heart Corporation, Ur-Energy Inc., AurSilver Resources Inc., Enablence Technologies Inc., Corel Corporation, Learnsoft Corporation anPositron Fiber Systems Corporation. Recent public transactions have included: US$30 million crosborder private placement; Cdn$12 million public equity offering; and several acquisitions oCanadian and US private and public companies.


Enablence Technologies completes $21.2 million public offeringAdvised Enablence Technologies Inc.

Aura Silver closes private placement financingAdvised Aura Silver Resources Inc.

Enablence Technologies completes $29 million public offeringAdvised Enablence Technologies Inc.

Presentations



Canadian Bar Association

County of Carleton Law Association

Licensing Executive Society

Community Involvement

Sessional lecturer on Securities Regulation at the Faculty of Law at the University of Ottawa

Actively participates in the Girl Guides of Canada Guides du Canada

Member of the National Council of Women


57/66


BIOGRAPHY

Areas of Pract ice

Emerging Global Business






Joint Ventures

Education

B.A.H. - Politics / Sociology,Queen's University, 1999

LLB, Specialization in BusinessLawDalhousie University, 2002

Year of Call

Ontario, 2003

Languages

English

Hungarian

Krisztin TthPartner

Toronto


Facsimile: 416 364 7813

[email protected]

www.fasken.com/krisztian-toth

Krisztin Tth's practice focuses on the capital markets with an emphasis on corporate financemergers and acquisitions, securities regulation and corporate governance and on the mining secto

with an emphasis on mining finance (including flow-through share offerings) and joint ventures.


Scotiabank completes acquisition of DundeeWealth for $2.3 billionCounsel to DundeeWealth Inc. in its acquisition by Scotiabank

Uranium One completes US$1.5 billion cross-border ARMZ transactionAdvised Uranium One Inc.

AXMIN closes non-brokered private placementAdvised AXMIN Inc.

Copernic sold to HarrisAdvised Copernic Inc.

First Quantum Minerals to acquire Antares Minerals in cash and share transaction valued at$460 million

Advising First Quantum Minerals Ltd.

Cedar Fair, Magnum Management and Canada's Wonderland enter into US$1.45 billion seniorsecured credit facility

Advised Canada's Wonderland Company and Wonderland Company Inc.

AXMIN completes acquisition of AfNat ResourcesAdvised AXMIN Inc.

China Sci-Tech Holdings, a public company listing on the Hong Kong Stock Exchange,completes $244 million acquisition of Chariot Resources

Advised China Sci-Tech Holdings Limited

Pan American Silver completes compulsory acquisition of Aquiline Resources, valuing Aquilineat $626 million

Advised the special committee of Aquiline Resources Inc.

Golden Star Resources completes US$75 million common share offeringAdvised Golden Star Resources Ltd.

Uranium One acquires 50% of Karatau Uranium MineAdvised Uranium One Inc.

AngloGold Ashanti acquires 50% interest in Moto Goldmines for US$248 millionAdvised AngloGold Ashanti Limited


58/66


BIOGRAPHYKrisztin Tth

Comaplex Minerals closes $23.5 million bought deal private placementAdvised the underwriters led by BMO Capital Markets

De Beers Canada and Mountain Province Diamonds enter into revised and restated Gahcho Kujoint venture agreementAdvised De Beers Canada Inc.

Addax Petroleum agrees to $8.3 billion acquisition by Sinopec Group, the largest acquisition eveby a Chinese, state-owned company

Advised Addax Petroleum Corporation

Alegro Health acquires Active Health for $21 millionAdvised Alegro Health Corp.

AXMIN closes $2.5 million non-brokered private placementAdvised AXMIN Inc.

IAMGOLD closes $345 million equity financingAdvised the underwriters led by Canaccord Capital Corporation and TD Securities Inc.

Alamos Gold completes $83.3 million bought deal financingAdvised the syndicate of underwriters led by BMO Nesbitt Burns Inc.

Pan-Canadian Investors Committee completes $32 billion ABCP restructuringAdvised the Issuer Trustees/Debtors and one of the Sponsors

AngloGold Ashanti acquires Sao Bento GoldAdvised AngloGold Ashanti

AXMIN closes $4 million non-brokered private placementAdvised AXMIN Inc.

EBRD completes loan facility to Tirex ResourcesAdvised EBRD


Northgate Minerals files universal base shelf prospectus for securities offerings of up to $250million

Advised Northgate Minerals Corporation

Private Chilean company sells water rights to Andina MineralsAdvised Inversiones y Asesorias en Recursos Hidricos S.A.

Zongshen PEM Power Systems completes $35.2 million bought deal private placementAdvised the underwriters, led by GMP Securities L.P.

GeoProMining completes $97.5 million take-over of Sterlite GoldAdvised the Special Committee of Sterlite Gold

Timminco completes $86 million financing

Advised Timminco

Craig Wireless Systems completes qualifying transaction and $40 million private placementAdvised SSQ Acquisitions Inc.

Silver Wheaton completes Penasquito transactionAdvised the Special Committee of Silver Wheaton

OceanaGold completes redomiciling transaction and $90 million IPOAdvised OceanaGold Corporation

Creststreet completes closing of its 2007 flow-through offering raising $58 million


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Advised the syndicate of investment dealers led by Scotia Capital Inc.

Peace Arch Entertainment closes $33 million private placementAdvised the syndicate that included CIBC World Markets, Clarus Securities Inc. and ParadigmCapital Inc.

Rutter closes Hinz Automation acquisition and associated private placementAdvised Rutter Inc.

Blue Note Mining closes $25 million private placementAdvised the syndicate of agents led by TD Securities Inc.

Vedanta Resources acquires Sterlite GoldAdvised the independent committee of Sterlite Gold

Golden Star completes US$83 million common share offeringAdvised Golden Star Resources Ltd.

Isotechnika completes $40.4 million bought deal financing

Advised the syndicate of underwriters led by GMP Securities, L.P.

AXMIN closes $40.4 million financingAdvised AXMIN Inc.

sxr Uranium One completes $155 million public offeringAdvised sxr Uranium One Inc.

Cangene completes $81 million bought deal by way of treasury and secondary offeringAdvised the underwriting syndicate led by GMP Securities L.P.

Trade Winds Ventures completes private placementAdvised the syndicate of agents led by Octagon Capital Corporation and including PacificInternational Securities Inc.

De Beers Canada sells participating interest in diamond joint venture for $180 millionAdvised De Beers Canada

Bell Globemedia acquires CHUMAdvised CHUM Limited

Addax Petroleum acquires business of Pan-Ocean Energy for $1.6 billionAdvised Addax Petroleum Corporation

Addax Petroleum closes $402 million public offeringAdvised Addax Petroleum Corporation in closing its $402 million public offering

Creststreet 2006 (II) Limited Partnership completes $40 million initial public offeringAdvised the syndicate of investment dealers led by Scotia Capital Inc., BMO Nesbitt Burns Inc.,CIBC World Markets Inc. and RBC Capital Markets

Gammon Lake Resources and Mexgold Resources complete $1.6 billion business combinationAdvised Gammon Lake Resources Inc.

GMP Capital Trust completes EdgeStone acquisition for $155.4 millionAdvised GMP Capital Trust

Peace Arch Entertainment Group completes private placementAdvised Westwind Partners Inc. (sole agent to Peace Arch in Canada)

Blue Note Metals completes $75 million private placementAdvised the syndicate of agents co-led by Octagon Capital Corporation and TD Securities Inc.

International Minerals closes $92 million financingAdvised underwriting syndicate co-led by TD Securities Inc. and Dundee Securities Corporation


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Stone 2006 Flow-Through Limited Partnership raises $31.8 million in initial public offeringAdvised the securities dealers led by Scotia Capital Inc. and Wellington West Capital Inc.

Celtic Minerals completes private placementAdvised Jennings Capital Inc.

Eastern Platinum completes $150 million private placementAdvised a syndicate of investment dealers co-led by GMP Securities L.P. and Canaccord CapitaCorporation

Creststreet 2006 Limited Partnership completes $40 million initial public offeringAdvised the syndicate of investment dealers co-led by Scotia Capital Inc., BMO Nesbitt BurnsInc. and CIBC World Markets Inc.

Golden Star Resources completes $88 million bought deal financingAdvised Golden Star Resources Ltd.

Golden Star Resources completes $135 million acquisition of St. Jude ResourcesAdvised Golden Star Resources Ltd.

Torex Retail completes $54 million acquisition of Systech Retail SystemsAdvised Systech Retail Systems Corp.

First Trust/Highland Capital Floating Rate Income Fund II completes $85 million IPO and FirstTrust/Highland Capital Senior Loan Trust closes related $85 million revolving credit facility

Advised First Trust/Highland Capital Floating Rate Income Fund II

Somerset Entertainment Income Fund completes IPO and enters into new credit facilities withTD Bank

Advised Toronto-Dominion Bank

International Royalty completes offering and acquires Voisey's Bay RoyaltyAdvised International Royalty Corp.

Global Alumina closes US$30 million private placement

Advised the agents, RBC Capital Markets and Jennings Capital Ford Credit Canada files $6 billion prospectus and renews $6 billion MTN program

Advised Ford Credit Canada Limited and Ford Motor Credit Company

Cable operator Persona Inc. acquired for $406 million by consortium of Canadian and U.S.private equity groups

Advised Hicks, Muse, Tate & Furst Incorporated and Canadian Cable Acquisition Company Inc.

Creststreet 2003 (II) closes $25 million offeringAdvised Creststreet 2003 (II) LP

Presentations

Mining the Right Seam: The Relative Merits of the Exchanges Where a Mining Company CanList, Global Mining Group Seminar, March 8, 2011


Hostile Takeovers, 10 Crucial Issues, May 12, 2009

Publications

"Canadian Securities Regulators Issue Notice Regarding Corporate Governance Guidelines",Securities and Mergers & Acquisitions Bulletin by Walter J. Palmer, Roxanne E. McCormick andKrisztian Toth, January 2005


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BIOGRAPHY

Areas of Pract ice


Emerging Global Business

Communications



Education

B.A.,McGill University, 1980

LL.B., B.C.L.,McGill University, 1985

Year of Call

Ontario, 1991

Qubec, 1987

Languages

French

Italian

English

Peter Vil laniPartner

Montral


Facsimile: 514 397 7600

[email protected]

www.fasken.com/Peter-Villani

Peter Villani joined Fasken Martineau DuMoulin in 1997. He is currently responsible for the QubeRegion Securities and Mergers and Acquisitions Practice Group and is the Montral Offic

representative for the Global Mining Group. Peter was also responsible for the alternate investmenmarket (AIM) initiative for the Montreal Office and member of the firm's project committee to reviethe merger with Stringer Saul in London, England (now Fasken Martineau Stringer Saul). Peter haled complex transactions with major Canadian players in the retail, fiber optic testingtelecommunications and television sectors. In addition, he has an international scope of practice witdealings in the United States, South Africa, Romania, India, Russia, France and Chile.


Caisse centrale Desjardins enters into 7 billion global medium term note programAdvised Caisse centrale Desjardins

Capital Desjardins completes $700 million offering of Series H Senior NotesAdvised the dealers

Copernic sold to Harris

Advised Copernic Inc.

Caisse centrale Desjardins issues $600 million of medium term deposit notesAdvised Caisse centrale Desjardins

MacDonald Mines Exploration closes flow-through private placementAdvised MacDonald Mines Exploration Ltd.

Yellow Media completes $200 million offering of 6.25% convertible unsecured subordinateddebentures

Advised the underwriters led by RBC Dominion Securities Inc., TD Securities Inc. and ScotiaCapital Inc.

Caisse centrale Desjardins issues $500 million of medium term deposit notesAdvised Caisse centrale Desjardins

Capital Desjardins completes $900 million offering of Series G Senior NotesAdvised Capital Desjardins inc.

Caisse centrale Desjardins renews up to $5 billion medium term note programAdvised Caisse centrale Desjardins

Stella-Jones acquires Tangent Rail Corporation for US$165 millionAdvised Stella-Jones Inc.

Industrial Alliance closes common share and preferred share offerings for proceeds of $200million

Advised the underwriters


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BIOGRAPHYPeter Villani

Groupe Aeroplan closes $200 million senior note offeringAdvised the underwriting syndicate

Groupe Aeroplan closes $167.1 million offering of cumulative rate reset preferred sharesAdvised the syndicate of underwriters

Industrial Alliance closes $100 million preferred share offeringAdvised the underwriters co-led by Scotia Capital and RBC Dominion Securities

Offering by YPG Holdings for $207.5 million of cumulative rate reset preferred shares, series 3Advised the underwriters

Copernic sells search assets to EmpresarioAdvised Copernic

Capital Desjardins completes $500 million offering of Series F Senior NotesAdvised Capital Desjardins inc.

Capital Desjardins completes $500 million offering of Series E Senior Notes

Advised Capital Desjardins inc.

Industrial Alliance closes offering of $100 million of 8.25% subordinated debenturesAdvised the agents co-led by RBC Dominion Securities Inc. and Scotia Capital Inc.

Asset-Backed Commercial Paper market restructuringAdvised Desjardins Group, one of the largest holders of ABCP

EXFO announces final results of substantial issuer bidAdvised EXFO Electro-Optical Engineering Inc.

Prestige Telecom completes $20 million acquisition of Radian and concurrent financingsAdvised Prestige Telecom Inc.

MMFX Technologies completes institutional fundingAdvised MMFX Technologies Corporation

Industrial Alliance completes $100 million preferred share offeringAdvised the underwriters led by Scotia Capital Inc.

Longbow Resources sold to TriAxon ResourcesAdvised Longbow Resources Inc.

Gastem closes $10 million private placementAdvised Gastem Inc.

EXFO completes acquisition of Brix NetworksAdvised EXFO Electro-Optical Engineering Inc.

BRC Diamond completes combination with Diamond Core and starts trading on the TSXAdvised BRC DiamondCore Ltd. (formerly BRC Diamond Corporation) and RBC Capital Market

Southfield Capital Advisors invests in Reinforced Plastics Systems

Advised Southfield Capital Advisors YPG Holdings closes $200 million offering

Advised the underwriters led by RBC Dominion Securities and Scotia Capital Inc.

YPG Holdings completes $300 million offeringRepresented the dealers and the banks providing the revolving credit facilities

SR Telecom sells its Chilean subsidiary Comunicacin y Telefona rural S.A.Advised SR Telecom Inc.

Platmin completes $52.3 million initial public offering and dual listingAdvised the underwriters, RBC Capital Markets and Haywood Securities Inc.


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BIOGRAPHYPeter Villani

Yellow Pages Income Fund completes $381 million offeringAdvised the dealers

Yellow Pages Group completes $760 million acquisition of Classified MediaAdvised the dealers and the banking syndicate

Southfield Capital acquires control of RCR InternationalAdvised Southfield Capital Advisors, LLC

YPG Holdings completes $800 million offering of MTNsAdvised the syndicate of underwriters led by RBC Dominion Securities Inc., Scotia Capital Inc.,CIBC World Markets Inc.

OFI Income Fund completes $129.6 million initial public offeringAdvised underwriting syndicate led by Scotia Capital Inc.

Microtec Enterprises plan of arrangement completedAdvised Microtec Enterprises Inc.

Jean Coutu Group acquires 1,539 Eckerd bannered stores and closes equity/senior note offerinand bank facilities

Advised the Jean Coutu Group (PJC) Inc.

EXFO closes $40 million bought deal financingAdvised EXFO Electro-Optical Engineering Inc.

SR Telecom closes bought deal financ

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M&a Primer Event Booklet - March 1 2011

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