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School of Mines Presentation May 13Th 2014

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School of Mines Presentation May 13Th 2014 www.pwc.com/ca School of Mines Presentation May 13th 2014 Outline 1. Introduction 2. PwC Deals Overview 3. Mining M&A Overview 4. Debt Financing 5. Streaming, Royalty and Joint Venture Agreements 6. Perception of World 7. Asian Fund Raising Approach 8. What to Watch Out For 9. International Success Factors 10. Sample Case Studies Slide 2 PwC – An Industry Focused Multi-Disciplinary Approach PwC Mining Deals – Global Advisors Corporate Advisory & Corporate Finance Valuations Transaction Services Restructuring • Corporate advisory • Fairness opinions • Financial due diligence • Corporate advisory • M&A advisory • Financial modelling • Bid and bid defence • Debt advisory • Capital raise advisory • Mine plan modelling support • Distressed corporate • Joint venture partner • Purchase price • IPO support finance advisory allocation • Structuring services • Restructuring • Off-take advisory • Asset price impairments • Post merger integration • Corporate insolvency • Project finance • Forensic due diligence • Debt advisory Select Recent Canadian Deals Experience Tamerlane Government of Procon Mining Gujarat State Starfield Ventures the Kyrgyz Rep. and Tunneling Fertilizers & Resources Chemicals Lead financial valuation and sale of 60% interest advisor in regards to restructuring of their in the Company to $60m investment and Acted as the lead company’s sale 32.75% investment $6b off-take financial advisor in the process interest in China CAMC agreement with sale of certain mining Centerra claims and assets to Pending Engineering Karnalyte Gold Inc. Resources Crown Gold advised by advised by advised by advised by advised by PwC offers a comprehensive mining industry focused advisory service offering to Companies and Boards Slide 3 Corporate Finance M&A Deal Record Top 10 Global Advisors We advise on more than 350 global sales mandates at any one time (by volume) Year ended December 2013 We have completed over 3,400 deals globally in the last 10 years No. Rank Ran of Advisor value k deal ($m) s 107 deals 1PwC 400 10,830 $7.34bn 2 KPGM 341 10,475 CEE 3 E&Y 253 10,000 1,728 deals Goldman 4 228 34,357 $216.84bn Sachs Western 5 BDO 214 1,696 Europe 6 Rothschild 212 14,183 7 Lazard 198 17,668 275 deals Morgan 8 182 21,670 $41.97bn Stanley 43 deals 830 deals Americas 9 IMAP 182 1,458 $4.61bn $96.59bn 10 Deloitte 171 6,151 Asia, st Middle 476 deals 1 East & including st Japan $21.73bn 1 Africa Australasia by volume of Global deals In the last 10 years, we provided financial advice on 3,459 deals globally, valued at more than $389 billion, of which over 39% were cross-border deals Source: Thomson Financial January 2014 Slide 4 Unrivalled Global PwC Network PwC is the largest global professional services firm with 165,000 employees across 153 countries PwC Mining Leaders John Gravelle, Global No other firm can match our global reach of clients and contacts Leonardo Viglione, Argentina Jock O’Callaghan, Australia We have dedicated Mergers & Acquisitions (+1,700) and Mining (+1,500) teams Ronaldo Valino, Brazil worldwide Colin Becker, Chile Ken Su, China Detroit Toronto Carold Miguel Chaparro, Colombia Chicago Copenhagen Kameswara Rao, India Sacha Winzenried, Indonesia Jose Almodovar, Mexico Berlin Stockholm Fernando Gaveglio, Peru Frankfurt Simon Venables, South Africa Jason Burkitt, UK Amsterdam John Campbell, Ukraine Helsinki Asia Paris Steve Ralobvsky, U.S.A Vancouver Edinburgh Pacific Dublin Manchester Moscow Birmingham Budapest Network Beijing Seoul PwC Corporate Finance Leaders San Francisco Boston London Vienna San Jose David Denny, Australia Istanbul Shanghai Los Angeles New York Madrid Rogerio Gollo, Brazil Houston Tokyo Bojidar Neytchev, Bulgaria Washington Tel Aviv Taipei Milan Delhi Hong Kong Julian Brown, Canada Zurich Prague Colin Becker, Chile Bangkok Rome Mumbai Manila Gabriel Wong, China Ho Chi Min City Yousef Bazian, U.A.E. Kuala Lumpur Werner Suhl, Denmark Singapore David Eatlake, Hong Kong Jakarta Sumit Khanna, India Akihiko Matsunaga, Japan Brisbane Sao Paulo Auckland Hwang young Ki, Korea Johannesburg Perth Sydney Raul Lozano, Mexico Buenos Aires Cape Town Melbourne Mark Averill, New Zealand Mark Hannye, Russia Benjamin Kan, Singapore Wellington Simon Venables, South Africa Peter Yu, Taiwan Chris Hemmings, UK Drawing on the experience of our extensive global network maximises the likelihood of a successful transaction Slide 5 Deal Activity since 2000 Volume: • 1,437 deals in 2013 • Down 20% from 2012 Value: • $36B in 2013 • Down 65% from 2012 Source – S&P Capital IQ, PwC Analysis Slide 6 Deal Activity Over Last 5 Quarters Volume: • 212 deals in Q1 2014 • Down 43% from Q1 2013 Value: • $7 B in Q1 2014 • Down 43% from Q1 2013 • However driven by a select few transactions Source – S&P Capital IQ, PwC Analysis Slide 7 Deal Activity By Geography Q1 2014 Q1 2014 Deal Value by Q1 2014 Deal Volume by Geography Geography % % Source – S&P Capital IQ, PwC Analysis Slide 8 Deal Activity By Resource Q1 2014 Q1 2014 Deal Value by Q1 2014 Deal Volume by Resource Resource % % Source – S&P Capital IQ, PwC Analysis Slide 9 Deal Activity By Geography 2013 vs 2012 2013 Deal Value by Geography 2013 Deal Volume by Geography %% 2012 Deal Value by Geography 2012 Deal Volume by Geography % % Source – S&P Capital IQ, PwC Analysis Slide 10 Deal Activity By Resource 2013 vs 2012 2013 Deal Value by Resource 2013 Deal Volume by Resource %% 2012 Deal Value by Resource 2012 Deal Volume by Resource % % Source – S&P Capital IQ, PwC Analysis Slide 11 Top 10 Transactions from 2013 February 22, 2013: Zelimkhan Mustoev and Gavril Yushvaev– Polyus Gold • Zelimkhan and Gavril makes an offer of $3.6B October 28, 2013: Murray Energy– Consolidation Coal • Murray makes an offer of $3.5 B May 17, 2013: Samruk-Kazyna National Welfare Fund, Alexander Machkevitch, Alijan Ibragimov, Patokh Chodiev; Ministry of Finance of the Republic of Kazakhstan– Eurasian Natural Resources • Group makes an offer of $2.3 B February 7, 2013: Samruk-Kazyna National Welfare Fund– Kazzinc (Verny Capital Stake) • Samruk makes an offer of $1.7B June 21, 2013: ITOCHU and Mitsui & Co. – BHP Iron ore • ITOCHU and Mitsui makes an offer of $1.5 B January 14, 2013: ARMZ Uranium Holding– Uranium One • ARMZ makes an offer of $1.4 B Slide 12 Top 10 Transactions from 2013 (Cont.) February 2, 2013: Ural Mining and Metallurgical Company – Kuzbassrazrezugol • Ural Mining makes an offer of $1.1 B October 25, 2013: Sumitomo and Glencore Xstrata – Rio Tinto (Clermont Copper Mine) • Sumitomo and Glencore makes an offer of $1 B July 28, 2013: Westmoreland and Altius Minerals – Sherritt International (Coal Operations) • Westmoreland and Altus makes an offer of $946 M March 4, 2013: CMOC Mining – RioTinto (Northparkes Copper Mine) • CMOC makes and offer of $820 M Slide 13 Notable Q1 2014 Deals January 13, 2014: Goldcorp – Osisko • Goldcorp makes a hostile offer for Osisko valued at $3.3B • Osisko urged shareholders to not accept the hostile offer • April 16, 2014 Yamana and Agnico Eagle make an offer to purchase Osisko for $3.9B February 9, 2014 HudBay – Augusta: • Hubay makes a hostile offer for Augusta valued at $419 M • Augusta urged shareholders to not accept the hostile offer • Currently searching for a rival bidder, the British Columbia Securities Commission has implemented a rights plan which has become known as the “poison pill” April 14, 2014 Minmentals – Glencore (Las Bambas): • Minmetals acquires Las Bambas from Glencore for $5.85 B • Not in Q1 but is one of the largest deals in the last two years Slide 14 Senior Secured Financing Senior Debt Small Tier Mid Tier Large Tier • Small and Mid Tier Producers Percentage have a lot more restrictions in 71% 21% 7% Breakdown their financing facilities Restrictions Acquisitions 90% 50% NA • Covenants are also usually a lot Hedging 40% 0% NA tighter for Small and Mid Tier Capital Expenditures 60% 0% NA Producers Additional Secured 90% 100% NA • A lot of Large Tier issuers have Indebtedness Additional undrawn credit facilities which Unsecured 50% 100% NA are used to support credit ratings Indebtedness Ordinary Course 30% 0% NA Indebtedness Additional Capital 90% 50% NA Lease Indebtedness Sale Leaseback 50% 0% NA Transactions Permitted Additional Secured Debt Maximum Limit (M) $ 150.00 $ 100.00 NA Minimum Limit (M) $ - $ 50.00 NA Permitted Additional Capital Leases Maximum Limit (M) $ 250.00 $ 500.00 NA Minimum Limit (M) $ 1.00 $ 500.00 NA Source – S&P Capital IQ, PwC Analysis and company disclosures *Analysis based on a sample size of 67 companies in the mining space Slide 15 Junior Debt Financing Junior Debt Small Tier Mid Tier Large Tier • Junior debt has been issued by a Percentage lot of miners over the past 5 years 17% 25% 58% Breakdown Restrictions • Junior debt was predominantly Acquisitions 78% 69% 83% used for mine development or Hedging 56% 46% 10% mine expansions Capital Expenditures 0% 0% 0% • Small, Mid and Large Tier Miners Additional Secured 78% 100% 57% all have restrictive covenants in Indebtedness Additional their debt facilities Unsecured 78% 77% 43% Indebtedness Ordinary Course 33% 54% 3% Indebtedness Additional Capital 78% 100% 43% Lease Indebtedness Sale Leaseback 33% 15% 23% Transactions Permitted Additional Secured Debt Maximum Limit (M) $ 2,600.00 $ 750.00 $ 1,547 .00 Minimum Limit (M) $ 25.00 $ 100.00 $ 350.00 Permitted Additional Capital Leases Maximum Limit (M) $ 375.00 $ 7 50.00 $ 1,547 .00 Minimum Limit (M) $ 25.00 $ 7 5.00 $ 7 5.00 Source – S&P Capital IQ, PwC Analysis and company disclosures *Analysis based on a sample size
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