Mining Group

McMillan LLP | Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca

McMillan has played a key role, as Canadian companies have taken centre stage, proving itself a leader in global mining activity and financing.

McMillan has been providing advice to Canadian and international mining and natural resource industry clients since the late 1920s

McMillan professionals have extensive knowledge in exploration, development, project finance and production transactions (including negotiating earn-in, joint venture operating, strategic alliance, royalty and metal streaming agreements), as well as providing advice concerning employment, environmental and corporate social responsibility, mine closure and reclamation issues. We work closely with a wide range of public and private companies, including

junior exploration companies, intermediate and senior producers, financial institutions, professional geoscientist organizations and investment dealers involved in exploration and mine financing in Canada and worldwide.

Our lawyers are well-versed in various disciplines. The close collaboration among the members of our Mining Group and of our firm’s banking, corporate, securities, government relations, environmental, litigation and tax practices allows us to offer comprehensive business strategies to assist clients in effectively dealing with the mining industry’s rapid pace of change.

Mining, natural resources & energy

As a pre-eminent player in the Canadian and international mining space, McMillan regularly acts for Canadian clients, spearheading Canadian and international mining projects, and also acts for international clients. As a result of the firm’s extensive knowledge of mining transactions, McMillan is regularly retained by international companies looking for specialized mining law and transactional advice on international mining projects and transactions.

McMillan has extensive experience working with Canadian regulators and routinely advises mining companies on their disclosure obligations, including under National Instrument 43-101, Standards of Disclosure for Mineral Projects, the Canadian securities instrument that has become an international standard for disclosure of scientific and technical information by mining companies.

Corporate finance, mergers & acquisitions

As a leading corporate finance, mergers and acquisitions, and project finance firm, McMillan advises mining companies of all sizes on their capital markets needs, including public and private offerings of debt and equity securities. In 2012, McMillan was ranked as the number one law firm in Canada for metals and mining financings on the Toronto Stock Exchange1.

McMillan is also a leader in mergers, acquisitions and divestitures, with particular expertise in resource transactions in Canadian and international markets. The firm routinely acts for domestic and foreign clients in takeover bids, asset and share acquisitions and divestitures, joint ventures, equity and debt financings, initial public offerings, stock exchange listings and public-private partnerships. We are committed to providing clients with practical solutions and optimum results for the legal, political, socio-economic, tax, human resources, administrative and regulatory issues affecting the mining industry.

Litigation & international arbitration

McMillan has achieved international recognition for the skill and expertise of its advocacy and litigation lawyers. The firm is able to successfully represent national and international mining clients facing virtually any type of business dispute or issue in any forum including complex and multi-jurisdictional arbitration and litigation. We have represented mining clients in precedent- setting complex corporate and commercial litigation across Canada, and in international commercial and investment treaty arbitrations around the world. McMillan lawyers also offer a full range of employment and labour relations advice and representation to mining companies.

Mining-related areas of practice

McMillan teams work closely with a wide range of public and private companies, including junior exploration companies, intermediate and senior producers, financial institutions, professional geoscientist organizations and investment dealers involved in exploration and mine financing in Canada and worldwide.

1 Ranked by value of deals, “Legal

Counsel to the Issuer on TSX Metals & Mining Financings” table, “Law firms rack up billions in deals: Mining Financings” – National Post, March 7, 2012.

Government relations & international trade

McMillan regularly advises corporations, governments, agencies, non-governmental organizations, and associations on government relations and public policy issues, and has taken the lead in initiating changes to legislation in key areas of governmental activity, including taxation, competition law, business law, and regulation of foreign investment.

McMillan has a number of highly accomplished advisors and senior counsel from the Canadian public service who have relationships in numerous countries around the world including Hon. Stockwell B. Day (former Leader of Canada’s Official Opposition, former Alberta Minister of Finance, former Canadian Minister of International Trade and former Canadian Minister for the Asia-Pacific Gateway), Hon. John D. Reynolds, P.C. (former Member of Parliament and British Columbia Legislative Assembly, former Speaker of the British Columbia Legislative Assembly, former Leader of the Opposition in the House of Commons and former British Columbia Minister of Environment), Tim Murphy (former Member of Ontario Provincial Parliament and former Chief of Staff to the Prime Minister of Canada), Sen. Yoine Goldstein, and Hon. Dwight Duncan (former Member of Ontario Provincial Parliament, Ontario Deputy Premier, Ontario Minister of Finance, and Ontario Minister of Energy, Revenue and Government Services).

Competition, antitrust & foreign investment

McMillan has extensive experience obtaining Competition Act and Investment Canada Act approvals for mergers and acquisitions transactions as well as providing advice on compliance with competition/antitrust laws applicable to all types of mining industry agreements and transactions. The firm also represents clients in investment agreement and competition disputes.

Environmental regulation

Mining involves complex environmental regulations and environmental assessment requirements. These range from regulations governing initial exploration activities, to the assessment and permitting of large-scale mining operations and mine closure, to decommissioning and rehabilitation. Our lawyers have wide-ranging experience with these requirements and have represented mining and other major project clients in federal and provincial environmental assessment and regulatory processes. Our environmental team also provides environmental law advice relating to due diligence, prospectus filings, officers’ and directors’ liabilities, and spills and spill reporting. Working closely with our corporate and banking groups, we advise clients on environmental liabilities and property investigations in the context of mergers and acquisitions and financings.

Aboriginal

Successful development of mining projects in Canada requires a strong understanding of the law regarding aboriginal rights and the ability to constructively manage relations with aboriginal groups. The lawyers in our Aboriginal Law Group have experience in each of these areas.

We frequently assist mining clients negotiate engagement agreements, exploration agreements, and impact benefit agreements with aboriginal groups, and we advise them on how to work most effectively with federal and provincial governments concerning aboriginal consultation. We have advised and represented aboriginal groups that have invested as partners in major project developments, and counselled on the unique issues that arise with commercial deals involving Indian Act bands and aboriginal corporations.

Tax

McMillan’s Tax Group has extensive experience in the Canadian and international mining space, and we regularly provide tax advice on all manner of financing, mergers and acquisitions, corporate reorganizations including spin-outs, and international transactions. Our Tax Group includes individuals who have been recognized internationally as leading tax advisors, and our tax lawyers work seamlessly with our Mining Group to provide advice as part of a comprehensive solution.

Latin AmericaMcMillan has a strong track record of mining transactions involving Latin America. McMillan has acted for clients on major project finance transactions, acquisitions and investments in Latin American countries including Argentina, Brazil, Colombia, Chile, Ecuador, Guatemala, Mexico, Paraguay, and Peru.

AfricaMcMillan has assisted several mining clients with transactions including project acquisition, joint venture and project financing in African countries including the Republic of South Africa (gold, diamonds, platinum), Ghana (gold), Burkina Faso (gold, copper), Ethiopia (potash) and Tanzania (gold).

ChinaMcMillan is the only major national Canadian law firm with an office in Hong Kong. This office interacts with investment banks, Chinese business owners and investors on a daily basis. We have close working relationships with law firms and investment banks both in Hong Kong and Mainland China, and use these relationships to monitor developments in China and their impact on investments into Canadian capital markets. Our experience and our office in Hong Kong give us an understanding of the complexities of completing these cross-border transactions, both from a legal and a cultural perspective, which is unique in the Canadian legal marketplace.

We have also advised our Canadian mining clients on a broad range of capital markets transactions with Chinese state-owned enterprises, from outright acquisitions to complex strategic partnership arrangements. For example, we assisted Century Iron Mines Corporation in its transition from a capital pool company to a fully-funded Canadian mining company with $110 million in equity financings, including strategic investments from WISCO International and Minmetals, and three key mining projects to be joint ventured with WISCO International.

Geographic areas of expertise

McMillan acts or has acted for the following clients related to the mining industry:

Advantage Lithium

Asanko Gold Inc.

Auryn Resources

Avanti Mining Inc.

Banco BASE

Cayden Resources Ltd.

Century Global Commodities Corporation

Copper Mesa Mining Corporation

Detour Gold Corporation

Fortune Minerals Limited

Great Panther Silver Limited

Hunter Dickinson Services Inc.

Northcliff Resources Ltd.

Northern Dynasty Minerals Ltd.

Orsa Ventures Corp.

Peace River Coal Inc.

Primero Mining Corp.

Rathdowney Resources Ltd.

Roxgold

SEMAFO Inc.

Starcore International Mines Ltd.

Tahoe Resources Inc.

Taseko Mines Limited

Teck Resources Limited

Uranium Energy Corp.

The breadth and depth of expertise of McMillan’s lawyers has been consistently recognized in the world’s leading legal directories and publications, including:

• Best Lawyers (Canada)

• Chambers Canada

• Chambers & Partners, Global

• Euromoney Expert Guides

• International Financial Law Review (IFLR) 1000

• Lexpert Canada

• Martindale-Hubbell

• Who’s Who Legal

Clients Recognition

About usMcMillan is a business law firm serving public, private and not-for-profit clients across key industries in Canada, the United States and internationally. With recognized expertise and acknowledged leadership in major business sectors, we provide solutions-oriented legal advice through our offices in Vancouver, Calgary, Toronto, Ottawa, Montréal and Hong Kong. Our firm values – respect, teamwork, commitment, client service and professional excellence – are at the heart of McMillan’s commitment to serve our clients, our local communities and the legal profession.

ContactsBernhard J. ZinkhoferVancouver604.691.7483bernhard.zinkhofer@mcmillan.ca

Paul CollinsToronto416.307.4050paul.collins@mcmillan.ca

Cory KentVancouver604.691.7446cory.kent@mcmillan.ca

Jason A. ChertinToronto 416.865.7854 jason.chertin@mcmillan.ca

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McMillan LLP l Vancouver l Calgary l Toronto l Ottawa l Montréal l Hong Kong l mcmillan.ca