Summary Section Content 1BLG has been at the forefront of the Canadian and international mining industry for over a century. We understand the complex legal and practical issues that present unique business, regulatory, financial and legal challenges to our mining clients in Canada and around the world. This experience enables us to provide our clients with the best possible results. The globalization of the mining industry has brought forward more challenges than ever before. You need legal advisors who have a demonstrated technical knowledge of this high-stakes industry, with experience in all aspects of the mining cycle – from grassroots exploration through mine development and operation to mine closure. Above all, you need a law firm that can respond to your varied and changing legal requirements throughout the life span of a mining project or a mining company. BLG’s commitment to providing clients with the highest quality of service also results in the recognition of our professionals by their peers. Members of BLG’s Mining Group are recognized in Chambers Latin America – Latin America’s Leading Lawyers for Business, Chambers Global — The World’s Leading Lawyers for Business, The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada, the Canadian Legal Lexpert® Directory, the Lexpert® Special Edition on Global Mining, The Best Lawyers in Canada and Who’s Who Legal — The International Who’s Who of Mining Lawyers. Our experience encompasses every aspect of the mining sector, both domestically and internationally, including: Specialized Mining AgreementsOption, earn-in and farm-in agreements; joint venture and shareholder agreements; operator agreements; royalty and metals streaming agreements; EPC, EPCM and engineering agreements; equipment leases; marketing, ore sales and smelting contracts; off-take and hedging contracts. Transactional Asset (mine) acquisitions and dispositions; share acquisitions and dispositions, including control transactions; amalgamations, arrangements and other business combinations; solicited and unsolicited take-over bids; and proxy fights. Finance Initial public offerings; marketed and “bought deal” public offerings of equity and debt; private placements of equity and debt; stock exchange listings; reverse takeovers of CPCs; project finance; corporate borrowing; and equipment leasing and securitizations. Tax BLG has been at the forefront of the Canadian and international mining industry for over a century. We understand the complex legal and practical issues that present unique business, regulatory, financial and legal challenges to our mining clients in Canada and around the world. This experience enables us to provide our clients with the best possible results. Junior Mining Junior mining companies require sound legal advice to succeed in today’s marketplace. We provide accessible, responsive, first rate legal service and practical business solutions to junior mining companies looking to advance properties around the world. Regulatory Mineral tenure; permitting and licensing; environmental compliance and waste management; compliance with occupational health and safety standards; hearings before administrative tribunals; and mine closure, decommissioning and reclamation. Litigation Commercial litigation; domestic and international arbitration and mediation; construction, engineering, surety and fidelity litigation; and aboriginal land claims and disputes. Business Advisory Corporate governance; corporate and securities law compliance (including compliance with National Instrument 43-101); continuous disclosure; shareholder meetings; related party transactions; labour and employment; and tax. Aboriginal RelationshipsNegotiation of impact and benefit agreements; development of joint ventures and other equity-sharing arrangements; ongoing advice on the adequacy of the Crown’s performance of its duty to consult and accommodate aboriginal interests, and in the delegation of that duty to mineral developers. Publications Section Content 2Publications"Mining Sector Tax Measures in 2014 Federal Budget," Canadian Mining Magazine, Spring 2014."Taxation Policies Key to Mining in the Far North," Canadian Mining Magazine, 2014."Lawyer Client Privilege," Canadian Mining Magazine, Fall 2014. Bulletins "Recent OSC Settlement Highlights Importance of Carefully Considering Foreign Corruption Risk," December 2018."ESTMA: 2018 Reporting Updates," May 2018."British Columbia Court of Appeal Rules on Corporate Veil Case: Garcia v. Tahoe Resources Inc.," February 2017."BLG Poised for Mergers and Acquisitions in 2017 ," January 2017."Are Private Placements the new poison pill? No, but they may cause some indigestion," October 2016. Representative Work Section Content 3 Specialized Mining AgreementsTax counsel to Entrée Gold Inc. in connection with a financing arrangement with Sandstorm Gold Ltd. which included a synthetic metal stream agreement and a grant of a net smelter return royalty for US$55 millionCounsel to Pan American Silver Corp. in connection with its option agreement and royalty agreement with Fortuna Silver Mines Inc. in respect of Pan American’s Taviche Oeste concessions in Oaxaca, MexicoCounsel to Goldcorp Inc. in connection with the restructuring of the Minera Alumbrera joint venture with Xstrata Copper and Yamana Gold Inc. and the establishment of a gold stream on the Agua Rica projectCounsel to POSCO Canada Ltd. in respect of its mining joint venture with Fortune Minerals Ltd. to contribute $181 million to develop Mount Klappan Anthracite Metallurgical Coal ProjectCounsel to Teck Resources Limited in connection with the sale of a gold royalty from its Andacollo mine in Chile to Royal Gold, Inc. for US$300 million Mergers & AcquisitionsCounsel to Lumina Copper Corp. in connection with its $470 million acquisition by First Quantum Minerals Ltd.Counsel to Dominion Diamond Corporation (formerly Harry Winston Corporation) in connection with its $680 million acquisition of the Ekati Diamond Mine from BHP Billiton by way of a share acquisitionCounsel to Energy Fuels Inc. in connection with its $106 million acquisition of Denison Mines Holding Corp. and White Canyon Uranium Limited, by way of plan of arrangementCounsel to Pan American Silver Corp. in connection with its $1.5 billion acquisition of Minefinders Corporation Ltd.Counsel to Eldorado Gold Corporation in connection with its $2.5 billion acquisition of European Goldfields LimitedCounsel to the Special Committee of Far West Mining Ltd. in connection with its $725 million acquisition by Capstone Mining Corp. and Korea Resources CorporationCounsel to K+S Aktiengesellschaft in connection with its $434 million friendly take-over bid for Potash One Inc.Canadian counsel to Avoca Resources Limited in connection with its $2 billion merger with Anatolia Minerals Development Limited FinancingsCounsel to Citigroup Global Markets Inc., in connection with IAMGOLD Corporation’s $650 million private placement of senior unsecured notesUnderwriters’ counsel in connection with a $500 million public offering of unsecured debentures by Cameco CorporationUnderwriters’ counsel in connection with a $40 million offering of subscription receipts and concurrent $25 million offering of high yield notes by Klondex Mines Ltd. relating to Klondex’s acquisition of the Midas mine and mill complex from Newmont Mining CorporationCounsel to Miedzi Copper Corp. in connection with a $100 million financing by a syndicate of private equity investorsUnderwriters’ counsel in connection with a $908 million secondary offering of common shares of Centerra Gold Inc. by Cameco CorporationLender’s counsel in connection with the establishment of a US$600 million credit facility by Agnico Eagle Mines Limited Junior Mining TransactionsCounsel to Legend Gold Corp. in connection with its $6 million private placement of common shares, acquisition of Corado Resources Ltd, and acquisition of several exploration stage assets in Mali from Endeavour Mining CorporationUnderwriters’ counsel to Dundee Capital Markets in connection with a $4 million bought deal of units of Excelsior Mining Corp.Counsel to Telegraph Gold Inc. in connection with its amalgamation with Castle Mountain Mining Company Limited, which constituted Castle Mountain’s qualifying transactionUnderwriters’ counsel in connection with the $17 million short form prospectus offering of ordinary shares of Lydian International Ltd.Counsel to Corsa Coal Corp. in connection with a $22 million private placement of common sharesUnderwriters’ counsel in connection with a $30 million bought deal offering of common shares by Champion Minerals Inc.Underwriters’ counsel in connection with the initial public offering and concurrent $5 million private placement of flow-through shares of Orefinders Resources Inc. Spin-Out TransactionsCounsel to Lumina Royalty Corp. in connection with its spin-out from Lumina Copper Corp. and subsequent acquisition by Franco-Nevada Corporation for $66 millionCounsel to Comaplex Minerals Corp. in connection with its $700 million acquisition by Agnico-Eagle Mines Limited and the spin-out of Geomark Exploration Ltd.Counsel to Global Copper Corp. in connection with its $415 million acquisition by Teck Cominco Limited and the spin-out of Lumina Copper Corp.Counsel to UraMin Inc. in connection with its $2.5 billion acquisition by Areva and the spin-out of Niger Uranium LimitedCounsel to Lumina Copper Corp. in connection with its spin-out of Regalito Copper Corp., Northern Peru Copper Corp. and Global Copper Corp. Vending Out of Foreign Subsidiaries or Mining ProjectsCounsel to Anfield Nickel Corp. in connection with the $61 million sale of its Mayaniquel nickel laterite deposit in Guatemala to Cunico Resources NVCounsel to Pan American Silver Corp. in connection with the $11.3 million sale of its Quiruvilca mine in Peru to Southern Peaks Mining Ltd.Counsel to Eldorado Gold Corporation in connection with its $70 million sale of its Sao Bento mine in Brazil to AngloGold Ashanti Dispute ResolutionCounsel to Rusoro Mining Ltd. in a dispute with Constructora Ramel C.A. before the Supreme Court of British Columbia in connection with mining services provided in Venezuela prior to Venezuela’s nationalization of its gold mining industryCounsel to Imperial Metals in a dispute with minority shareholders of its subsidiary American Bullion Minerals before the Supreme Court of British Columbia in connection with a shareholder oppression claimCounsel to minority shareholders of Primary Metals before the Supreme Court of British Columbia in connection with a shareholder oppression claimCounsel to a coal mining limited partnership in “baseball” arbitration in connection with the partnership’s cash callsCounsel to a coal mining limited partnership in an independent expert determination of its entitlement to a break feeCounsel to an independent committee of board of directors of a mining company in connection with allegations of director wrongdoingCounsel to Eagle Peak Resources Inc., Metal Mountain Resources Inc., Gavin Mines Inc. and Rich Rock Resources Inc. in parallel actions in the Alberta and British Columbia courts involving a contractual dispute over rights to certain mining prospects and licences located in British Columbia Rankings & Recognitions Section Content 4The Mining Group or its members are recognized in:The 2019 edition of Chambers Canada — Canada's Leading Lawyers for Business.The 2019 edition (and since 2008) of The Best Lawyers in Canada®.The 2019 edition of Legal 500 CanadaThe 2018 (and since 2017) edition of The Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada.The 2018 (and since 2017) edition of the Canadian Legal Lexpert® Directory.The 2018 Lexpert®/Report on Business Special Edition on Global Mining.The 2017 edition of Chambers Global — The World's Leading Lawyers for Business.The 2016 edition of Chambers Latin America — Latin America's Leading Lawyers for Business.The 2015 edition of Who's Who Legal — The International Who's Who of Mining Lawyers.The 2015 edition of the Lexpert Guide to the Leading US/Canada Cross-Border Corporate Lawyers in Canada.