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MINING TO THE CORE
CASSELS BROCK MINING GROUP2
MINING TO THE COREWhen it comes to mining, Canada leads the world. When it comes to mining law, the leader to look for is Cassels Brock. We are the largest, most experienced mining group in the country, offering our clients a combination of practical understanding and hard-earned insight into the business of mining that stands out in the sector.
We’re mining authorities, which means we can work with clients at every stage of development, and on every kind of mining-related matter – from deals to dirt law, from exploration to remediation, from early-stage companies to established senior producers, from Vancouver to Toronto, in Canada and around the world.
Put simply, when it comes to mining, “We know the drill.”
Table of ContentsMergers and Acquisitions 2Finance and Investment 4Early-Stage and Mid-Tier Companies 6Debt and Alternative Financing 7Operation and Shut-Down 8High-Stakes Litigation 9Compliance and Regulatory Matters 10Exploration and Development 11International Practice 12Mining Group 14Representative Transactions 16Services and Expertise 20Cassels Brock in Brief 21
Ranking Practitioners
17Cassels Brock lawyers are listed as leading practitioners in the area of mining law by the 2018 Canadian Legal Lexpert Directory
15Cassels Brock lawyers are listed in Best Lawyers in Canada 2018 in the area of natural resources and mining law (one as Lawyer of the Year — Toronto)
“ According to our research, Cassels Brock has proved itself again as one of the leading mining firms in Canada”
– Who’s Who Legal
CASSELS BROCK MINING GROUP 1
11Cassels Brock lawyers are listed as leading practitioners in the area of mining law by the 2017 Lexpert Guide to the Leading US/Canada Cross-border Corporate Lawyers in Canada
9Cassels Brock lawyers are listed in Chambers Canada 2018 in the area of energy and natural resources mining law
9Cassels Brock lawyers are listed in the Who’s Who Legal: Canada 2018 (one as a North American Thought Leader and most highly regarded individual)
8Cassels Brock lawyers are listed in Chambers Global 2018 in the area of energy and natural resources mining law (including one as a Foreign Expert for USA)
4Cassels Brock lawyers are listed as leading practitioners in the area of mining law by the 2017 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada
CASSELS BROCK MINING GROUP2
MERGERS AND ACQUISITIONSBy any measure, Cassels Brock is among the leading firms for mergers and acquisitions in the mining sector.
Many factors contribute to our success in this area, such as our expertise in finance and securities coupled with our technical knowledge of mining, our deep relationships with key players across Canada and internationally, and our breadth of experience, gained over many years – all of which can be summed up in two words: good counsel.
Cassels Brock is routinely called upon to participate in many of the sector’s most significant M&A matters because, no matter what side of a transaction we are on, or what kind of transaction it is – a merger, acquisition, take-over bid, going private or going public – we have a record for overcoming obstacles, for identifying opportunities and, with our client’s interests in mind, for getting deals done.
CASSELS BROCK MINING GROUP 3
“ Cassels Brock is acclaimed for its mining practice, and stands out in terms of both its mining securities work and its technical expertise... It continues to be involved in some of the market’s most significant M&A matters”
– Chambers Global
BIG DEALS
Consolidated Thompson Iron Mines Limited
Acquisition by Cliffs Natural Resources Inc.
$4.9 Billion
Goldcorp Inc.
Acquisition of Andean Resources Limited
$3.6 Billion
Quadra FNX Mining Ltd.
Acquisition by KGHM Polska Miedz S.A.
$3.5 Billion
EBX Group
Acquisition of Ventana Gold Corp., Galway Resources Ltd. and Calvista Gold Corporation
$1.9 Billion
Lundin Mining Corp.
Purchase of 80% Interest in Candelaria Mining Complex
in Chile
US$1.852 Billion
Tahoe Resources Inc.
Merger with Rio Alto Mining Limited
$1.3 Billion
Antofagasta plc
Acquisition of 50% of Zaldivar Copper Mine from Barrick Gold Corporation
US$1 Billion
Lake Shore Gold Corp.
Business Combination with Tahoe Resources Inc.
$1 Billion
CASSELS BROCK MINING GROUP4
FINANCE AND INVESTMENTAt Cassels Brock, we know what it takes to get a mine started, to keep it running and to make it succeed – as an operation and as an investment.
Because we know markets as well as mining, we’ve come to occupy a unique place within the sector. For many of the industry’s key players – investment bankers, institutional investors and senior producers (as well as early-stage and junior companies) – we’re the go-to firm when it comes to the business of mining.
Acting for a wide range of Canadian and international clients, we’ve been part of many of the industry’s largest and most complex transactions. We’ve represented builders, buyers, sellers, those looking to get into the market and those looking to get out. Over the course of many years and many deals, we’ve shown that in addition to top-tier legal services, we provide our clients with another valuable commodity – good advice.
CASSELS BROCK MINING GROUP 5
“ ...one way to gauge the depth of a firm’s mining practice is to look at the number of public financings that firm works on in the mining space.... Cassels Brock & Blackwell LLP emerges as a clear leader in the sector”
– National Post
BIG DEALS
Silver Wheaton Corp.
Gold Purchase Agreements with Vale S.A.
$1.9 Billion
Goldcorp Inc.
Secondary Offering of Silver Wheaton Corp. Shares
$1.566 Billion
Goldcorp Inc.
Offering of Senior Unsecured Notes
US$1.5 Billion
Lundin Mining Corp.
Amendment to Credit Facility for Eagle Project Funding
$600 Million
Goldcorp Inc.
Secondary Offering of Shares of Tahoe Resources Inc.
$1 Billion
TMAC Resources Inc.
Largest Mining Initial Public Offering of 2015
$155 Million
Silver Wheaton Corp.
Bought Deal MJDS Financing
US$800 Million
Silver Wheaton Corp.
Silver Stream Agreement with Glencore plc’s Antamina Mine
US$900 Million
CASSELS BROCK MINING GROUP6
EARLY-STAGE AND MID-TIER COMPANIESWhy does Cassels Brock represent so many of the largest and most successful producers in the mining sector? Often, it’s because we were there when they were starting out – eager to work with a company that, in many cases, was not much more than an idea (sometimes on paper, sometimes not). And that’s still the case.
Leveraging our knowledge of the industry and its people, we’ve developed a reputation for being able to help early-stage and mid-tier clients reach “the next level”. Which, depending upon their particular goals, might mean nailing down a claim, launching an IPO, securing new funding or finding a buyer. Our guidance extends beyond legal by assisting clients with management, marketing and financing strategies.
Our focus on meeting our clients’ immediate needs is coupled with a long-term industry perspective. That’s one of the reasons for our success in working with start-ups and juniors: we recognize potential, we see where our clients can go and, even if it takes some time, we’ll do everything we can to help get them there.
RECENT DEALS
New Gold Inc.
Streaming Agreement with Royal Gold Inc.
$63 Million
TMAC Resources Inc.
Senior Secured Term Credit Facility
US$120 Million
Torex Gold Resources Inc.
Bought Deal Offering
$143.8 Million
Dalradian Resources Inc.
Bought Deal Offering
$40.3 Million
CASSELS BROCK MINING GROUP 7
DEBT AND ALTERNATIVE FINANCINGFinancing that fits. Whether it is for supporting a project, funding an acquisition or to meet ongoing operational needs, Cassels Brock is a leader in helping clients find the debt financing they need to build their business.
Cassels Brock understands what makes a mine or a mining project “bankable”. We know how to work with borrowers and lenders to review options – Senior debt or mezzanine? Convertible or non-convertible? Bridge financing or a revolving line? Project finance or metal stream? – and how to establish sustainable and rewarding financing arrangements.
Because Cassels Brock is involved in so many sector-leading financings and M&A transactions, we know the key players and their appetites. This allows us to move quickly to get a deal done.
RECENT DEALS
Silver Wheaton Corp.
Bridge Loan and Revolving Credit Facilities
$1.5 Billion
Torex Gold Resources Inc.
Project Financing Facility
$375 Million
Tahoe Resources Inc.
Revolving Credit Facility
US$150 Million
Guyana Goldfields Inc.
Project Finance Facility to Fund Aurora Gold Project
US$185 Million
CASSELS BROCK MINING GROUP8
OPERATION AND SHUT-DOWN“ Dirt Law” is a shorthand term for a very broad area of practice. It can be applied to all of the day-to-day work needed to start, operate and close a mine. This is ground that Cassels Brock has well covered.
The challenge of dirt law – and one of the reasons why true “operations lawyers” are a rather rare commodity – is that, in addition to knowing the law, it requires familiarity with topics like ecology, geology, infrastructure and engineering, as well as skills in mediation and negotiation, and a capacity for building relationships with governments, local communities and indigenous peoples. You need to be able to read the crowd at a town hall meeting as skillfully as you can vet a deed or draft a contract.
It’s something you can only learn through experience and, as our clients have found, many of the most experienced practitioners are at Cassels Brock. Our lawyers have played key roles in historic treaty negotiations, helped pave the way for infrastructure development and advised on all legal matters relating to mine exploration, development, operation and reclamation.
CASSELS BROCK MINING GROUP 9
HIGH-STAKES LITIGATIONLike long distances and bad weather, litigation of one kind or another is now just part of mining. And, like all other aspects of mining, when it comes to litigation – whether it’s claims disputes, proxy fights, class actions, disclosure issues or any other problem that may need to be addressed – Cassels Brock has the depth of expertise to resolve matters quickly and efficiently.
Guided by experience, we help our clients understand changes in the legal and regulatory landscape that can affect their business. We work with clients to develop litigation strategies so they can take early action to resolve or mitigate issues.
When that’s not possible, when a matter has to go to court, the work we’ve done in advance ensures our clients are ready – and so are we. Simply put, whether it’s high-stakes litigation or an early resolution, Cassels Brock knows the drill.
CASSELS BROCK MINING GROUP10
Every day, Cassels Brock works to ensure that our clients are aware of changes in the regulatory environment and in compliance with all regulatory and legal requirements. Our understanding of mining also allows us to do a lot more.
Government relations and regulatory compliance are critical in the mining industry, whether it involves permitting, CSR, environmental compliance or NI 43-101 disclosure.
Our leadership in mining provides Cassels Brock with excellent connections to government and the regulatory sector. Consequently, we often have valuable insights into what is driving regulatory change
and into changing expectations for compliance and disclosure. We routinely help our clients identify and address potential issues of non-compliance.
We not only keep our clients informed about their obligations, we also show them options and, whenever possible, opportunities. We put matters into context, and help clients understand the impact of regulation on their daily operations and their long-term goals.
COMPLIANCE AND REGULATORY MATTERS
CASSELS BROCK MINING GROUP 11
EXPLORATION AND DEVELOPMENTFinding a mineral deposit that’s worth mining and then pulling together the studies, agreements, people and equipment required to mine it are, to say the least, challenging and costly undertakings. It’s not surprising that so many companies in the earliest stages of exploration and development come to our Mining Group. Cassels Brock has a notable track record when it comes to helping mining operations get off the ground and into production.
The most valuable legal services a client can receive occur at the very beginning of a prospective project. To reduce the risks associated with exploration and development, we are regularly engaged to help clients establish relationships with potential business partners, and to advise them in establishing earn-in rights, setting up joint venture arrangements and negotiating royalty agreements.
Our familiarity with the practical aspects of both mining and finance helps us guide clients around potential stumbling blocks, and toward sustainable arrangements that meet their near-term objectives and support their long-term success.
CASSELS BROCK MINING GROUP12
INTERNATIONAL PRACTICEFinancing. Capital. Resources. Whatever form it takes, most international mining companies come to Canada looking for the same thing: opportunity. To help ensure they find it, Cassels Brock is often one of the first stops on their Canadian itinerary. We help companies navigate unfamiliar territory and provide guidance on how to best capitalize on opportunities that are only available in Canada.
Cassels Brock is also well versed in representing clients’ interests outside of Canada. We have a worldwide network of contacts and expertise that we can tap into for our clients, coupled with a global reputation that allows us to work with the best. More importantly, we have on-the-ground knowledge of international jurisdictions because we’ve been there.
From Australia to Zambia, we know the drill.
Nine Cassels Brock mining lawyers are listed in Who’s Who Legal: Canada 2018, including one lawyer recognized as a North American Thought Leader.
CASSELS BROCK MINING GROUP 13
“ Cassels Brock is a first-class mining shop on all fronts, with the resources and experience to provide advice of an international calibre”
– Chambers Global
Our Clients’ Global Mining Operations and InterestsArgentinaArmenia AustraliaAustria Bahrain Belgium BotswanaBrazilBulgaria Burkina Faso Burundi CameroonCanada ChileChinaColombia
Côte d’Ivoire Democratic Republic
of the Congo Denmark Djibouti Dominican Republic Ecuador EthiopiaFinland France French GuianaGeorgia Germany Ghana GreeceGuatemala
GuineaGuyanaHonduras Hungary Iceland India Indonesia Italy Japan Kazakhstan Kenya MadagascarMalawi Malaysia MaliMauritania
MexicoMongolia Mozambique NamibiaNetherlands NicaraguaNigeria NorwayOman Pakistan PanamaParaguay Peru Philippines Poland Portugal
Republic of IrelandRomaniaRussia São Tomé and
PríncipeSaudi Arabia SerbiaSlovakiaSlovenia South AfricaSouth KoreaSpainSurinameSweden Switzerland Tanzania
Turkey TurkmenistanUganda UkraineUnited KingdomUnited States of
AmericaUruguay VenezuelaVietnam ZambiaZimbabwe
CASSELS BROCK MINING GROUP14
MINING GROUP • TORONTO • VANCOUVER
CHAD [email protected]
MATTHEW R. [email protected]
MARK T. [email protected]
WENDY [email protected]
ANDRÉ [email protected]
DAVID [email protected]
JENNIFER [email protected]
GORDON R. [email protected]
NANCY CHOI [email protected]
JOHN T.C. [email protected]
LINDSAY [email protected]
CARLY [email protected]
JOHN H. [email protected]
FRANK [email protected]
BRIAN P. [email protected]
JEFF [email protected]
ANDREA [email protected]
DAVID [email protected]
DEEPAK [email protected]
JENNIFER [email protected]
DAVID [email protected]
AREND J.A. [email protected]
GREGORY [email protected]
PAMELA [email protected]
ALEXANDRA [email protected]
THOMAS [email protected]
LARA [email protected]
SHAUN [email protected]
JAY F. [email protected]
ADRIA LEUNG [email protected]
JAMIE [email protected]
MICKEY [email protected]
CASSELS BROCK MINING GROUP 15
JAMES [email protected]
SEAN [email protected]
CATHY L. [email protected]
CAMERON A. [email protected]
MATTHEW [email protected]
PATIENCE [email protected]
ALEXANDER [email protected]
DARRELL W. [email protected]
JENNIFER L. [email protected]
CARLA [email protected]
SAMANTHA [email protected]
WILLIAM [email protected]
MARK [email protected]
DAVID [email protected]
CHARLES (CHUCK) [email protected]
BRIGEETA C. [email protected]
JEFFREY P. [email protected]
STEFANIE [email protected]
JONATHAN [email protected]
KYLE [email protected]
PAUL M. [email protected]
JENNIFER [email protected]
RAIVO [email protected]
JOHN P. [email protected]
JENNIFER [email protected]
LUKE [email protected]
CASSELS BROCK MINING GROUP16
REPRESENTATIVE TRANSACTIONS • Mergers & Acquisitions ■ Corporate Finance ♦ Bank & Alternative Finance
DATE DESCRIPTION CLIENT VALUE
June 2018 ■ Alexco Resource Corp. Completes Bought Deal Financing Cormark Securities Inc. / Canaccord Genuity Corp.
$9,000,000
■ Troilus Gold Corp. Completes Private Placement of Flow-Through Shares Troilus Gold Corp. $15,800,000
May 2018 ■ Nemaska Lithium Inc. Completes Project Financing Package Clarksons Platou Securities / Pareto Securities / National Bank Financial Inc. / BMO Capital Markets / Cantor Fitzgerald Canada Corporation
$1,100,000,000
■ Pure Gold Mining Inc. Completes Bought Deal Private Placement Sprott Capital Partners $13,000,000
■ Solstice Gold Corp. Completes Financing and Listing on TSX Venture Exchange Solstice Gold Corp. $8,400,000
♦ Wheaton Precious Metals Corp. Completes New Precious Metals Purchase Agreement with First Majestic Silver Corp.
Wheaton Precious Metals Corp.
$146,000,000
Apr. 2018 ♦ Victoria Gold Corp. Completes First Tranch of Construction Financing Package Victoria Gold Corp. $505,000,000
■ Aguia Resources Limited Completes Private Placement Aguia Resources Limited $5,000,000
■ Tinka Resources Limited Completes Bought Deal Financing GMP Securities L.P. / Canaccord Genuity Corp. / Beacon Securities Limited / CIBC World Markets Inc. / Industrial Alliance Securities Inc.
$8,100,000
Mar. 2018 ■ Skeena Resources Limited Completes Oversubscribed Private Placement Skeena Resources Ltd. $8,500,000
♦ Banro Corporation Announces Court Approval of Recapitalization Plan Banro Corporation ~undisclosed~
■ Sarama Resources Ltd. Completes Private Placement Sarama Resources Ltd. $4,000,000
● Hecla Mining Company Announces Acquisition of Klondex Mines ltd. Hecla Mining Company US$462,000,000
● First Cobalt Corp. Announces Acquisition of US Cobalt Inc. US Cobalt Inc. $149,900,000
● CR Capital Corp. Completes Acquisition of Superior Copper Corporation Superior Copper Corporation / Nighthawk Gold Corp.
$180,000
Feb. 2018 ■ Filo Mining Corp. Completes Financing Filo Mining Corp. $25,500,000
● Desert Lion Energy Inc. Completes Reverse Takeover Desert Lion Energy Corp. ~undisclosed~
■ Rubicon Minerals Corporation Completes Flow-Through Financing Rubicon Minerals Corporation $10,900,000
● Osisko Metals Incorporated Completes Acquisition of Pine Point Mining Limited Pine Point Holding Corp. $34,000,000
♦ Tahoe Resources Inc. Completes Second Amended and Restated Credit Agreement
Tahoe Resources Inc. US$175,000,000
■ Metalicity Limited Completes Private Placement Metalicity Limited A$2,300,000
■ Standard Lithium Ltd. Completes Private Placement Standard Lithium Ltd. $21,700,000
■ Orla Mining Ltd. Completes Bought Deal Financing Orla Mining Ltd. $30,800,000
■ Pure Energy Minerals Limited Completes Private Placement Pure Energy Minerals Limited $5,500,000
Jan. 2018 ♦ Osisko Gold Royalties Ltd. Completes Convertible Note Financing with Strongbow Exploration Inc.
Osisko Gold Royalties Ltd. $7,170,000
● M2 Cobalt Corp. Completes Acquisition of Land Package in Uganda and Concurrent Financing
M2 Cobalt Corp. $8,500,000
CASSELS BROCK MINING GROUP 17
• Mergers & Acquisitions ■ Corporate Finance ♦ Bank & Alternative Finance
DATE DESCRIPTION CLIENT VALUE
Dec. 2017 ■ Desert Lion Energy Corp. Completes Private Placement of Subscription Receipts Desert Lion Energy Corp. $9,800,000
♦ Banro Corporation Announces Support Agreement for Recapitalization Transaction Banro Corporation ~undisclosed~
■ Adventus Zinc Corporation Completes Private Placement Cormark Securities Inc. / Haywood Securities Inc. / Red Cloud Klondike Strike Inc. / TD Securities Inc. / BMO Nesbitt Burns Inc. / Eight Capital / Raymond James Ltd.
$10,000,000
■ Excelsior Mining Corp. Completes First Tranche of Private Placement Clarksons Platou Securities AS / Tamesis Partners LLP
$22,200,000
● Yamana Gold Inc. Announces Sale of Exploration Properties Yamana Gold Inc. $162,500,000
■ Sandstorm Gold Ltd. Completes Second Amended and Restated Credit Agreement Sandstorm Gold Ltd. US$150,000,000
● Sandstorm Gold Ltd. to Acquire 2% NSR Royalty on Endeavour Mining Corporation’s Houndé Gold Mine in Burkina Faso from Acacia Mining plc
Sandstorm Gold Ltd. US$45,000,000
■ Group Eleven Resources Corp. Completes Initial Public Offering Group Eleven Resources Corp. $5,000,000
● F&M Gold Resources Ltd. and Africa Finance Corp. to Acquire Bonikro Gold Mine from Newcrest Mining Ltd.
F&M Gold Resources Ltd. US$81,000,000
● Canadian Zeolite Corp. Completes Acquisition of Earth Innovations, Inc. Canadian Zeolite Corp. ~undisclosed~
● First Cobalt Corp. Completes Takeover of Cobalt One Limited and CobalTech Mining Inc.
First Cobalt Corp. ~undisclosed~
Nov. 2017 ■ Northern Empire Resources Corp. Completes Bought Deal Financing Cormark Securities Inc. / GMP Securities L.P. / Canaccord Genuity Corp. / Haywood Securities Inc. / M Partners Inc.
$15,000,000
■ Sulliden Mining Capital Inc. and Pitchblack Resources Ltd. Complete Bought Deal Private Placement of Subscription Receipts
2507868 Ontario Inc. (subsidiary of Sulliden Mining Capital Inc.)
$23,000,000
● U.S. Concrete, Inc. Completes Acquisition of Polaris Materials Corporation U.S. Concrete, Inc. $310,000,000
■ Golden Concord Group Limited Closes First Tranche of Strategic Investment in Millennial Lithium Corp.
Golden Concord Group Limited
$30,000,000
■ LSC Lithium Corporation Completes Private Placement GMP Securities L.P. $6,000,000
● Goldcorp Inc. Completes Sale of Camino Rojo Oxide Project in Zacatecas, Mexico to Orla Mining Ltd.
Goldcorp Inc. ~undisclosed~
● Integra Resources Corp. Completes Acquisition of DeLamar Gold and Silver Project from Kinross Gold Corporation, Subscription Receipt Financing and TSX-V Listing
Integra Resources Corp. $27,200,000
■ Lithium X Energy Corp. Completes Bought Deal Financing Cormark Securities Inc. / Canaccord Genuity Corp. / GMP Securities L.P.
$15,000,000
■ Pure Gold Mining Inc. Completes Bought Deal Private Placement Macquarie Capital Markets Canada Ltd.
$19,200,000
Oct. 2017 ■ Anaconda Mining Inc. Completes Non-Brokered Private Placement Anaconda Mining Inc. $3,000,000
● Dundee Precious Metals Inc. Completes Investment in MineRP and Combination with its Terrative Digital Solutions
Dundee Precious Metals Inc. US$20,000,000
“ The [Cassels Brock] team earns considerable praise for its experience in natural resources and mining deals.”
– Chambers Global
CASSELS BROCK MINING GROUP18
• Mergers & Acquisitions ■ Corporate Finance ♦ Bank & Alternative Finance
DATE DESCRIPTION CLIENT VALUE
Oct. 2017 ■ Ero Copper Corp. Completes Initial Public Offering and Secondary Offering BMO Nesbitt Burns Inc. / Scotia Capital Inc. / Canaccord Genuity Corp. / GMP Securities L.P. / Numis Securities Limited / PI Financial Corp. / Raymond James Ltd.
$110,000,000
■ Titan Mining Corporation Completes Initial Public Offering Scotia Capital Inc. / Canaccord Genuity Corp. / National Bank Financial Inc. / PI Financial Corp.
$50,000,000
● Accend Capital Corporation Completes Qualifying Transaction and Acquisition of Silverside Cobalt Property
Accend Capital Coporation $2,000,000
■ Euro Sun Mining Inc. Completes Private Placement Euro Sun Mining Inc. $2,000,000
■ Uranium Participation Corporation Completes Bought Deal Financing Uranium Participation Corporation
$40,600,000
Sept. 2017 ■ Barkerville Gold Mines Ltd. Completes Financing Canaccord Genuity Corp / Haywood Securities Inc. / Cormark Securities Inc.
$35,000,000
■ Hudbay Minerals Inc. Completes Bought Deal Financing RBC Capital Markets / BMO Capital Markets / Scotiabank / CIBC World Markets Inc. / GMP Securities L.P. / TD Securities Inc. / National Bank Financial Inc. / Barclays Capital Canada Inc. / Canaccord Genuity Corp. / Cormark Securities Inc. / Haywood Securities Inc. / Merrill Lynch Canada Inc. / Citigroup Global Markets Canada Inc. / Eight Capital / Macquarie Capital Markets Canada Ltd. / Morgan Stanley Canada Ltd. / Raymond James Ltd.
$242,400,000
■ Sable Resources Ltd. Completes Private Placement Sable Resources Ltd. $4,300,000
Aug. 2017 ● Trevali Mining Corporation Completes Acquisition of Glencore PLC’s Rosh Pinah Zinc Mine in Namibia and Perkoa Zinc Mine in Burkina Faso and Debt Facility
Special Committee of the Board of Trevali Mining Corporation
US$417,900,000
■ Discovery Metals Corp. Completes Change of Business Transaction Discovery Metals Corp. $15,600,000
■ Wellgreen Platinum Ltd. Completes Private Placement Wellgreen Platinum Ltd. $9,500,000
● Goldcorp Inc. Completes Acquisition of Exeter Resource Corporation Goldcorp Inc. $247,000,000
July 2017 ● Cordoba Minerals Corp. Completes Acquisition of HPX Colombia Ventures Ltd. and Closes Private Placement
Cordoba Minerals Corp. $10,000,000
♦ TMAC Resources Inc. Completes Amended and Restated Credit Agreement TMAC Resources Inc. US$160,000,000
♦ Torex Gold Resources Inc. Completes Amended and Restated Credit Agreement to Refinance Project Debt
Torex Gold Resources Inc. US$400,000,000
CASSELS BROCK MINING GROUP 19
• Mergers & Acquisitions ■ Corporate Finance ♦ Bank & Alternative Finance
DATE DESCRIPTION CLIENT VALUE
July 2017 ■ NexGen Energy Ltd. Completes Additional Financing with CEF Holdings Limited NexGen Energy Ltd. US$110,000,000
♦ Tahoe Resources Inc. Completes Amended and Restated Credit Agreement Tahoe Resources Inc. $300,000,000
● Stonegate Agricom Ltd. and Itafos (formerly MBAC Fertilizer Corp.) Complete Plan of Arrangement
Stonegate Agricom Ltd. ~undisclosed~
♦ Lithium Americas Corp. Completes Syndicated Secured Credit Facility with Jiangxi Ganfeng Lithium Co. Ltd. And Bangchak Corporation Public Company Limited and Investment by Bangchak
Lithium Americas Corp. ~undisclosed~
■ Aurvista Gold Corporation Completes Private Placement Financing Aurvista Gold Corporation $10,100,000
● Integra Gold Corp. and Eldorado Gold Corporation Complete Plan of Arrangement Integra Gold Corp. $590,000,000
■ Aguia Resources Limited Completes TSXV Listing and Private Placement Aguia Resources Limited $10,500,000
● Sandstorm Gold Ltd. Completes Acquisition of Mariana Resources Limited Sandstorm Gold Ltd. $175,000,000
June 2017 ■ Crystal Peak Minerals Inc. Completes Convertible Loan with EMR Capital Resources Fund 1, LP
Crystal Peak Minerals Inc. US$12,000,000
■ Nemaska Lithium Inc. Completes Bought Deal Public Offering National Bank Financial Inc. / Echelon Wealth Partners Inc. / Cormark Securities Inc. / Eight Capital / CIBC World Markets Inc. / Canaccord Genuity Corp. / Industrial Alliance Securities Inc. / Laurentian Bank Securities Inc.
$50,000,000
■ Skeena Resources Ltd. Completes Private Placement Skeena Resources Ltd. $5,700,000
■ Eastmain Resources Inc. Completes Offering Eastmain Resources Inc. $9,100,000
♦ Lithium Americas Corp. Completes Strategic Financing with Jiangxi Ganfeng Lithium Co. Ltd.
Lithium Americas Corp. US$172,000,000
● Contact Gold Corp. Completes Subscription Receipt Financing, Business Combination and Acquisition of Carlin Trend Properties
Contact Gold Corp. $50,000,000
■ Redzone Resources Ltd. Completes Private Placement Financing Redzone Resources Ltd. $800,000
■ Yamana Gold Inc. Completes Sale of Common Shares of Brio Gold Inc. Yamana Gold Inc. $80,000,000
CASSELS BROCK MINING GROUP20
SERVICES AND EXPERTISEOur expertise and experience extend to many areas of business and regulatory matters. But, at the core, what sets us apart is an unsurpassed understanding of mining. It’s what makes the difference in our approach and our results.
MERGERS AND ACQUISITIONS � Solicited and unsolicited take-over bids �Business combinations � Cross-border transactions �Multi-party bid processes � Asset acquisitions and dispositions � Innovative legal structures � Special Committee representation
FINANCE AND INVESTMENT � Public offerings �Bought deals � Private placements � Strategic investments �Rights offerings
EARLY-STAGE AND MID-TIER COMPANIES
�Going public � Solicited take-over and merger opportunities � Financings strategies �Management and marketing advice
DEBT AND ALTERNATIVE FINANCING
� Project finance �Metal streams and royalties � Corporate term debt and revolving credit facilities � Convertible debt �High-yield debt
OPERATION AND SHUT-DOWN � Construction and infrastructure matters �Off-take agreements �Hedging � Property, income, mining and commodity tax advice � Employment and labour advice � Indigenous issues and claims �Mine closures, decommissioning and reclamation
EXPLORATION AND DEVELOPMENT � Joint ventures �Option agreements �Dispute resolution and litigation �Mineral and surface rights
HIGH-STAKES LITIGATION � Proxy fights � Class actions � Claims disputes � Secondary market liability
COMPLIANCE AND REGULATORY MATTERS
� Corporate social responsibility � Environmental compliance � Corporate governance �National Instrument 43-101 � Executive compensation � Continuous disclosure � Environmental compliance, occupational health and safety and other regulatory issues
To find out more, please visit us online at casselsbrock.com
CASSELS BROCK MINING GROUP 21
CASSELS BROCK IN BRIEF � Canadian law firm focused on serving the transaction, advocacy and advisory needs of the country’s most dynamic business sectors
� Emphasis on core practice areas of mergers and acquisitions, securities, finance, corporate and commercial law, litigation, taxation, intellectual property, technology, international business and government relations
� One of the largest business law practices in Canada, serving multinational, national and mid-market entities and with a particular strength in the mining and natural resources sector
� Cited as market leaders by Chambers Global, ALM 500, Best Lawyers, Lexpert, Global Counsel and others
� Regularly act for counsel recognized at the Canadian General Counsel Awards, the Western Canada General Counsel Awards and the EY Entrepreneur of the Year Awards
� Dedicated to staying on the leading edge of trends in law and business to offer timely proactive and preventative advice that adds demonstrable value
� Serving leadership roles in business, political, civic, charitable and cultural organizations in community, national and international organizations
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