Global Exploration & Mining

Global Exploration & Mining Capability Statement January 2014

About Baker & McKenzie • Baker & McKenzie’s offices span the globe, like no other law firm. We provide our clients with a deep level of local expertise, while bringing a global co-ordination and commercial perspective to their mining activities and legal needs. Global Exploration & Mining Capability – Baker & McKenzie |2

Introduction to our Exploration and Mining capabilities • Baker & McKenzie has a strong history in delivering solutions to the global mining industry in traditional markets and in the new frontiers • Baker & McKenzie has been specializing in international exploration and mining projects across six continents for over 60 years. We act for and understand the needs of explorers, mining companies, investors, traders, financiers and the other key stakeholders in the full life cycle of mining projects. • The mining industry has moved from the traditional markets where we built our expertise, such as Australia, Canada and Indonesia. We have grown globally as our clients have pursued opportunities in the new markets of Central Asia, Africa and Sth America, our international expertise helping to identify and minimise risk. • Baker & McKenzie has developed one of the world’s strongest mining law teams. What sets us apart is our leading locally trained lawyers who have the requisite knowledge in the key mining jurisdictions, new and old. • We have a proven track record in the traditional mining jurisdictions of North America, Australia and Indonesia • We have the largest legal presence in Latin America, covering all major mining jurisdictions, including Chile, Peru, Brazil, Argentina, Columbia and Mexico • We have one of the most experienced and established teams in both Central Asia and the Philippines • We have a growing presence in Africa and the Middle East, with offices in Johannesburg, Cairo, Casablanca, Riyadh, Abu Dhabi, Bahrain and Istanbul • We have lawyers with leading expertise in the Pacific Islands and the upcoming jurisdictions of South East Asia Global Exploration & Mining Capability – Baker & McKenzie |3

Integrated Project Legal Services • Governments stability and concession agreements • Investment structuring and protection • Licensing, permitting, land access • Foreign investment approvals • Company formation • Mining JV agreements • Exploration • Bankable feasibility studies • Farm ins and exploration JVs • Royalties State Agreements and Structuring JV and Farmout Agreements Integrated Project Services • Transparency and compliance • Risk identification and mitigation • Regulatory compliance • Anti- corruption and bribery • Corporate Social Responsibility • Long term offtake • Marketing services • Sales agency • Pre-offtake financing • Export/import quotas Corporate Governance, CSR, Compliance Mineral Sales & Marketing Mergers & Acquisitions and Capital Raisings Development & Project Finance • Strategic Investments • Share and asset purchases • regulated M&A • IPOs, secondary & duel listings • Tender sales and auctions • Project management and operation • Infrastructure development • Rail and port capacity • Project finance and security • EPC Contracts, design and engineering Global Exploration & Mining Capability – Baker & McKenzie |4

Government Concession Agreements and Structuring As the global mining industry moves increasingly into emerging and frontier markets in search of large, long life, low cost mineral development opportunities, project participants encounter a new set of investment and structuring considerations, including the need to negotiate mining agreements with Governments. State mining agreement are typically the centre of intense negotiation and often renegotiation, as new Governments endeavour to balance and rebalance competing interests, such as the need to attract foreign investment, domestic political interests, reasonable revenue participation, employment and training, community benefits and environmental protection. Our senior mining lawyers have experience in assisting our clients negotiate a wide variety of mining agreements with Governments, including for some of the largest new mineral development projects in Africa and Central Asia. • State Agreements in Australia • Contracts of Work in Indonesia • Mineral Development Agreements and Mining Conventions in West Africa • Investment Agreements in Mongolia • Stability and mining agreements in Laos • Subsoil Agreements in Kazakhstan • Formation and concession agreements in Central Africa We consider carefully investment protection and process issues, tax obligations and contract stability as well as international dispute resolution. In initial discussions we consider international structuring options, as well as parallel joint venture arrangements to accommodate host Government participation. Global Exploration & Mining Capability – Baker & McKenzie |5

Mining Joint Ventures and Farm Ins/Outs International mining projects, by their very nature, bring together for an extended working association, parties from different cultures, backgrounds and legal systems and with different ownership structures, financial capabilities and objectives. We assist clients to create joint venture agreements to accommodate the needs of the many different project stakeholders. In recent years joint venture documentation has moved from the forms expected by traditional industry players, to now accommodate the varying interests of mining majors, exploration juniors, host country Government entities, sovereign wealth funds, private equity, traders/offtakers and engineering and construction companies. Challenges arise not only in negotiating the joint venture agreements at the outset, but attention must be paid to each stage of the project life cycle, as development stages are transitioned, financed raised, new parties admitted and business and operating circumstances change. Our joint venture drafting expertise addresses funding shortfalls, strategic decision making, manager rights and obligations, exit strategies, sole risk projects, free carry and loan carry interests, pre-emptive rights and force majeure – all based on industry best practice and local experience. In emerging and developed jurisdictions we also work with the juniors, to assess and document risk, in the acquisition of mining rights and the farming-out of capital and project development risk, helping to document the parameters of participation by investors and operators. Global Exploration & Mining Capability – Baker & McKenzie |6

Minerals Sales and Agency Agreements The ultimate success of a project depends on getting the product to market, and negotiation of the most attractive and efficient sales and agency arrangements. The establishment of a workable sales network, and the appointment of the right representatives, need to be considered early in a project life cycle and built into the project and joint venture documentation. We work with our clients to adapt the offtake arrangements to suit their needs, for project financing (with take or pay or reducing obligations), for pre-production offtake financing, for staged development, long term or short term supply, and derivative and hedging products. Our senior lawyers have been involved in the global minerals trade for over three decades and have a depth and breadth of experience in the negotiation and drafting of a wide variety of commodity sale agreements, including: - thermal and coking coal - iron ore DSO and pellets - copper concentrate, cathode and blister - nickel concentrate and DSO - uranium - alumina and bauxite • - manganese and magnesium • - mineral sands and rare earths • - silver and gold - lead and zinc concentrates Our lawyers are familiar with common industry practice and commercial terms for LME benchmarking, quality testing and shipping risks and liabilities. In addition we concentrate on the "lawyers law" elements of sale agreements, such as force majeure, choice of governing law and dispute resolution. Global Exploration & Mining Capability – Baker & McKenzie |7

Project Development and Infrastructure We assist clients move from exploration and project feasibility stages, into project development and production. Initially, we bring local expertise to the table for consideration of relevant development licensing and legal regulation, including for environmental applications and compliance, immigration, employment and collective agreements, health and safety, water access and discharge, negotiation of local land purchase and leases, community consultation, indigenous peoples access and compensation, land use agreements and cultural protection. Ensuring the project has the right licensing and community support to progress. In each jurisdiction we have the expertise to deliver international best practice for EPC contracting and construction, equipment procurement and financing. Bringing together domestic planning and building requirements with documentation that sensibly allocates construction risk and responsibility, project time line imperatives and force majeure considerations. For the operation of the mine, we help to document • accommodation and catering • car and plane access • emergency and disaster relief • mine service and contracting arrangements • equipment finance and maintenance agreements • processing agreements, including tolling and refining arrangements • power procurement, generation and back up • raw materials, fuel supply and other procurement agreements • technical assistance and service agreements • rail haulage above and below rail • port access and capacity commitments • tailings management, remediation and rehabilitation reserves Global Exploration & Mining Capability – Baker & McKenzie |8

Strategic Investment and Capital Markets • We work with an experienced set of financial and corporate advisors to help bring projects to market, either an IPO for early stage fund raisings, a duel listing for access to new capital markets or an IPO for growth or exit. We assist in prospectus preparation, co-ordination of due diligence committees and verification, mining title reports, management and employment incentivisation arrangements and interaction with the regulators. We are fluid across the major stock exchanges in London, Toronto, Sydney, Johannesburg and Hong Kong, regularly dealing with their reporting and compliance requirements, and investor regulations. When the project is at the right stage, we assist our clients to bring in corner stone and strategic equity if required. Connecting the dots between a project’s needs and the international investment market - private equity, sovereign wealth funds, stated owned entities and mining specialists. In negotiating share sale or placement agreements we assist our clients consider the implications or providing stapled offtake rights and top-up placement arrangements, ensuring they are consistent with long term strategy and compliant with local laws and regulations. • We have recorded success in large scale private and public M&A, strategic and opportunistic acquisition. Whether regulated M&A on the major stock exchanges of Australia, Europe and North America, schemes of arrangement or direct share and asset acquisition in South America, Africa or Central Asia. Our involvement includes strategic planning, due diligence, preparation of documentation, risk assessment and management, and liaising with regulatory authorities, such as investment review boards, takeover panels and anti-trust and competition authorities. • We also regularly help clients, including Government entities and departments, conduct tenders and controlled auctions processes, hosting data rooms, access restrictions, multiple bidder considerations and document management. When the deal is done, we take a proactive approach in assisting companies to effectively implement post-acquisition integration of acquired assets to ensure that clients are able to achieve their expected objectives and synergies. Global Exploration & Mining Capability – Baker & McKenzie |9

Corporate Governance Increasing regulation and compliance in established jurisdictions and investment into new frontiers brings a new risk profile to the mining industry. We advise clients on all aspects of corporate compliance and social responsibility. CSR Consideration of local community concerns and customs, as well as cultural sensitivities. Mining companies must earn the social licence, and commit to corporate social responsibility programs. Committing to assist local communities with a constructive, long term version. This may also involve structuring local content and employment requirements into project development. We assist clients understand the local cultural needs, and the expectations of communities to ensure they buy-in to the project and derive meaningful benefit. Bribery and Corruption Our global corporate governance program assists clients manage regulatory risk arising under anti-corruption legislation which have extra-territorial jurisdiction, such as the Foreign Corrupt Practices Act (US) and the Bribery Act (UK). We advise boards on best practice and help draft stringent internal compliance guidelines, as well as managing legal compliance audits where necessary. Regulatory compliance Dealing with listed entities, duel listings, local corporate and licensing requirements all place a compliance burden on mining companies of all sizes. We assist to clearly articulate initial and ongoing reporting requirements for clients’ projects and corporate activities in all jurisdictions where they do business. Global Exploration & Mining Capability – Baker & McKenzie |10

Contact Partners: Australia John Mollard Partner, Melbourne T: +61 3 9617 4450 E: john.mollard@bakermckenzie.com Mathieu Hanaut Partner, SydneyT: +61 2 8922 5791 E: mathieu.hanaut@bakermckenzie.com Richard Lustig Partner, Melbourne T: +61 3 9 617 4433E: richard.lustig@bakermckenzie.com Ashley Poke Partner, Melbourne T: +61 3 9 617 4230E: ashley.poke@bakermckenzie.com Frank Castiglia Partner, Melbourne T: +61 2 8922 5254E: frank.castiglia@bakermckenzie.com Guy Sanderson Partner, Sydney T: +61 2 8922 5223 E: guy.sanderson@bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie |11

Relevant experience: Australia Our Asia Pacific Rankings… Band 1 – Projects, Infrastructure & Energy (Philippines & Vietnam) Chambers Global 2013 Band 1 – Projects & Natural Resources (Indonesia) Chambers Global 2013 Band 1 – Projects Energy (Indonesia, Philippines, Taiwan & Thailand) Legal 500 Asia Pacific 2013 Band 1 – Project Finance (Indonesia,) IFLR 1000, 2013 Global Exploration & Mining Capability – Baker & McKenzie |12

Relevant experience: Australia Global Exploration & Mining Capability – Baker & McKenzie |13

Contact Partners: Asia Pacific Stanley Jia Partner, Beijing T: +86 10 6535 9393 E: stanley.jia@bakermckenzie.com Sorachon Boonsong Partner, Bangkok T: +66 2 6362000X4100 E: sorachon.boonsong@bakermckenzie.com Fred Burke Partner, Ho Chi Minh T: +84 8 3520 2628 E: fred.burke@bakermckenzie.com David Fleming Partner, Hong Kong T: + 852 2846 1975 E: david.fleming@bakermckenzie.com Dennis Quintero Partner, Manila T: +63 2 819 4962 E: dennis.quintero@bakermckenzie.com Luke Devine Partner, Jakarta T: 62 21 2960 8600 E: luke.devine@bakermckenzie.com Brian Chia Partner, Kuala Lumpur T: +60 3 2298 7999 E: brian.chia@bakermckenzie.com Anne Hung Partner, Tokyo T: +81 3 6271 9443 E: anne.hung@bakermckenzie.com Bing Ho Partner, Shanghai T: +86 21 6105 8558 E: bing.ho@bakermckenzie.com Chin Chew Partner, Singapore T: +65 6434 2638 E: chin.chew@bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie |14

Relevant experience: Asia Pacific Global Exploration & Mining Capability – Baker & McKenzie |15

Relevant experience: Asia Pacific Global Exploration & Mining Capability – Baker & McKenzie |16

Contact Partners: North America David Malliband Partner, Chicago T: +1 312 861 8695 E: david.malliband@bakermckenzie.com Kevin Rooney Partner, Toronto T: + 1 416 865 6871 E: kevin.rooney @bakermckenzie.com Greg McNab Partner, Toronto T: (416) 865-2311 E: greg.mcnab@bakermckenzie.com Corey MacKinnon Partner, Toronto T: + 1 416 865 6878 E: corey.mackinnon @bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie |17

Relevant experience: North America Global Exploration & Mining Capability – Baker & McKenzie |18

Contact Partners: Latin America Adolfo Duranona Partner, Buenos Aires T: +54 (11) 4310-2209 E: adolfo.duranona@bakermckenzie.com Alejandro Mesa Partner, Bogota T: +57 (1) 634-1500 Ext. 2623 E: alejandro.mesa@bakermckenzie.com Roberto Mendoza Partner, Caracas T: +58 212 276 5089 E: roberto.mendoza@bakermckenzie.com Valentin Paniagua Partner, Lima T: +51 (1) 618 8500 x 540 E: valentin.paniagua@bakermckenzie.com Jorge Ruiz Partner, Juarez T: +52 (656) 629-1306 E: jorge.ruiz@bakermckenzie.com Antonio Ortuzar Jr Partner, Santiago T: +56 (2) 23677078 E: antonio.ortuzar.jr@bakermckenzie.com Joaquim Muniz Partner, Rio de Janeiro T: +55 (21) 2206-4921 E: joaquim.muniz@bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie |21

Relevant experience: Latin America Our Latin America Rankings… Band 1 – Projects (Peru) Band 2 – Energy & Natural Resources: Mining (Peru) Chambers Global 2013 Band 1 – Energy & Natural Resources: Mining (Chile) Band 2 – Energy & Natural Resources: Mining (Argentina) Band 2 – Projects (Chile) Chambers Latin America 2013 Band 1 – Project Finance, Peru IFLR 1000 2013 Global Exploration & Mining Capability – Baker & McKenzie |22

Relevant experience: Latin America Our Latin America Rankings… Energy & Natural Resources Baker & McKenzie was acknowledged as one of the leading law firms in Energy & Natural Resources in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela in the 2012 edition of Chambers Latin America. In this edition, the Argentina and Chile offices were ranked for two years in a row as Band 1. Band 1 – Energy & Natural Resources: Mining (Argentina, Chile) Band 2 – Projects (Chile) Band 3 – Energy & Natural Resources (Chile, Colombia, Venezuela) Band 3 – Projects (Brazil) Chambers Latin America 2012 Global Exploration & Mining Capability – Baker & McKenzie |23

Relevant experience: Latin America Global Exploration & Mining Capability – Baker & McKenzie |24

Contact Partners: Europe and Central Asia Azamat Kuatbekov Partner, Almaty T: +7 727 3300500 E: azamat.kuatbekov@bakermckenzie.com Gunduz Karimov Partner, Baku T: (99412) 497-18-01 E: gunduz.karimov@bakermckenzie.com Daniel Matthews Partner, Istanbul T: +90 212 339 81 55 E: daniel.matthews@bakermckenzie.com Frank-Rainer Toepfer Partner, Berlin T: +49 (0)30 2 20 02 81 626 E: frank-rainer.toepfer@bakermckenzie.com Alexey Frolov Partner, Moscow T: +7 (495) 787-2700 E: alexey.frolov@bakermckenzie.com Serhiy Piontkovsky Partner, Kyiv T: +380 44 590 0101 E: serhiy.piontkovsky@bakermckenzie.com Kamila Tarnacka Partner, Warsaw T: +48 224453402 E: kamila.tarnacka@bakermckenzie.com Michael Foundethakis Partner, Paris T: +33 1 44 17 53 40 E: michael.foundethakis @bakermckenzie.com Leif Gustafsson Partner, Stockholm T: (46-8) 566 177 34 E: leif.gustafsson@bakermckenzie.com Richard Blunt Partner, London T: +44-(0)20-7919-1842 E: richard.blunt @bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie |27

Relevant experience: Europe Global Exploration & Mining Capability – Baker & McKenzie |28

Relevant experience: Central Asia Global Exploration & Mining Capability – Baker & McKenzie |31

Relevant experience: Central Asia Global Exploration & Mining Capability – Baker & McKenzie |32

Relevant experience: Africa and Middle East Borys Dackiw Partner, Abu Dhabi T: +971 2 612 3700 E: borys.dackiw@bakermckenzie.com Ghada El Ehwany Associate, Abu Dhabi T: +2 02 2461 9301 E: ghada.elehwany@bakermckenzie.com Kamal Nasrollah Partner, Casablanca T: +212 522 77 95 95 E: kamal.nasrollah@bakermckenzie.com Morne van der Merwe Partner, Johannesburg T: +27 (0) 11 911 4305 E: morne.vanndermerwe@bakermckenzie.com George Sayen Partner, Riyadh T: +966 11 291-5561 ext. 111 E: george.sayen @bakermckenzie.com Global Exploration & Mining Capability – Baker & McKenzie |33

Relevant experience: Africa Global Exploration & Mining Capability – Baker & McKenzie |34

Relevant experience: Middle East Global Exploration & Mining Capability – Baker & McKenzie |38

Relevant experience: Middle East Global Exploration & Mining Capability – Baker & McKenzie |39

ResourceInvestment Lifecycle Asset Identification Asset Assessment Asset Development Stage Asset Management Asset Divestment

Global Exploration & Mining