Premier Industry Practice “They go to great lengths to understand your industry, business and specific objectives . . . so the advice you get it is fit for purpose. It’s not cookie cutter, and as a client that is extremely valuable.”

CLIENT QUOTED IN CHAMBERS UK 2014 NATURAL RESOURCES

“Sullivan is our firm of choice – they are terrific, time after time. The work is of a very high quality, and they understand our commercial intentions as well as the legal issues.”

CLIENT QUOTED IN CHAMBERS USA 2013

“The partners ‘are detail oriented, efficient and they think strategically’. ‘Their legal expertise is absolutely first rate but equally or more valuable is their general industry/business advice and suggestions on how to tackle issues.”

LEGAL 500 LATIN AMERICA 2013 Mining and

&C’s presence in the mining and metals sector is The Firm’s standing in the industry is reflected in the number of major mining and metals companies and other Sunrivaled. We continue to be the firm of choice for active industry participants that it has represented, both directly and in consortia, including: structurally complex, market-opening and precedent-setting deals. Our practice is not confined to working with major „„ Alcan „„ Inco Ltd. „„ Alumina „„ Kenmare Resources mining companies, and we frequently apply our expertise to „„ Anglo American „„ Kinross Gold Corp. benefit junior mining companies in their growth initiatives, „„ AngloGold Ashanti „„ Korea Resources (KORES) „„ Antofagasta as well as strategic and alternative investors and lenders and „„ Lihir Gold Ltd. „„ Arrium

„„ Midwest Vanadium underwriters to the industry. We have particular expertise „„ Atlas Pty. Ltd. in challenging emerging markets. Our multi-disciplinary „„ BHP Billiton „„ Minera Escondida Ltda. „„ „„ Minsur approach ensures that clients benefit from our industry Corporation

„„ Mitsui experience in each of our core practice areas, which include: „„ Bluescope „„ Moly Mines „„ CST Mining Group

„„ Newcastle Coal „„ Aluminum Infrastructure Group OUR CORE „„ Mergers & Acquisitions and Joint Ventures International Trading PRACTICE AREAS Co., Ltd „„ Newmont Mining „„ Project Development and Finance „„ „„ Nippon Steel „„ Capital Markets, Leveraged Finance & Lending „„ China Shenhua Energy „„ „„ Private Equity „„ Discovery Metals „„ Sociedad Cerro Verde „„ Restructuring „„ The Energy and „„ St. Barbara „„ , Futures & Derivatives Group „„ Sumitomo Mining „„ Tax „„ Co., Ltd. „„ Sanctions and Trade „„ HudBay „„ Sumitomo Corporation „„ Disputes and Investigations „„ Iluka

2 3 Mining and Metals

MERGERS & ACQUISITIONS

perennial leader in global M&A, S&C consistently A ranks among the top law firms for M&A in the mining and metals sector. The Firm has advised on many of the

MINING AND METALS M&A RANKINGS: U.S. LAW FIRMS, 2004–2015 most industry-altering transactions, for both large mining Ranked by value ($ billions) conglomerates and smaller-cap companies. We are regularly Sullivan & Cromwell — $242.8 2nd ranking — $181.2 called upon by many of the premier names in the sector to 3rd ranking — $162.0

4th ranking — $154.2 handle their most challenging and complex ventures. We have 5th ranking — $146.4

6th ranking — $146.0 particular expertise in competition law and its application to the industry.

“Recognized for the strength of MINING AND METALS M&A RANKINGS: GLOBAL FIRMS, 2004–2015 its mining group, which acts Ranked by value ($ billions)

1st ranking — $280.1 domestically and internationally in Sullivan & Cromwell — $242.8 3rd ranking — $220.3 relation to M&A and the acquisition 4th ranking — $213.7 5th ranking — $181.2 and disposition of interests in mines 6th ranking — $180.6 Source: Thomson Reuters, April 2, 2015 and mining companies.” Data include representations of principals and financial advisers

CHAMBERS USA 2014

4 5 Mining and Metals

MERGERS & ACQUISITIONS continued

SELECTED MINING AND METALS M&A

Nippon Steel & Sumitomo Xstrata in its acquisition Antofagasta plc (U.K.) in the Bucyrus International, Inc. Mitsui & Co., Ltd. (Japan) in its Anglo American plc (U.K.) in the Metal Corporation (Japan) in of Tintaya’s copper mines in Peru $350 million acquisition by (U.S.) in its $1.3 billion acquisition $1.1 billion acquisition from Vale $1.28 billion sale of its remaining connection with its subsidiary from BHP Billiton Marubeni Corporation (Japan) of the mining equipment business S.A. (Brazil) of a non-controlling 11.4% interest in AngloGold Osaka Steel Co., Ltd.’s (Japan) of a 30% interest in Minera of Terex Corporation (U.S.) (2010) stake in the Bayóvar phosphorus Ashanti Limited (South Africa) to pending acquisition of Tokyo Xstrata Copper in its acquisition Antucoya (Chile), a greenfield ore project (Peru) and the entry investment funds associated with Kohtetsu Co., Ltd. (Japan) (2015) of the Las Bambas copper copper project with an estimated Lihir Gold Ltd. (Papua New into a joint venture with Vale and Paulson & Co. (U.S.) (2009) concession in Peru from the capital cost of $1.6 billion (2012) Guinea) in its $8.9 billion The Mosaic Company (2010) Sumitomo Metal Mining Co., Peruvian government acquisition by Antofagasta plc (U.K.) as seller Ltd. (Japan) and Sumitomo Nippon Steel Corporation Ltd. () (2010) Mitsui & Co. (USA), Inc. (U.S.) in in Marubeni Corporation’s (Japan) Corporation (Japan) in Kinross Gold Corporation (Japan), the largest shareholder the sale of its interest in TAMCO $1.3 billion acquisition of 30% connection with Lundin Mining (Canada) in its $3.1 billion of Usinas Siderurgicas de Minas Kinross Gold Corporation Steel (U.S.) to Gerdau Ameristeel interests in each of Minera Corporation’s (Canada) $1.8 billion acquisition of Bema Gold Gerais S.A. (Usiminas) (Brazil), (Canada) in its C$7.4 billion Corporation (U.S.) in conjunction Esperanza and Minera El Tesoro acquisition of 80% of the Corporation (Canada) (2007) in the $2.37 billion acquisition ($7.2 billion) acquisition of Red with shareholders Ameron (U.S.) (Chile) (2008) Candelaria project in Chile (2014) by an investor group comprising Back Mining Inc. (Canada) (2010) and Tokyo Steel (Japan) (2010) China Vanadium Titano- Ternium SA (Argentina), Siderar Anglo American plc (U.K.) in its Mining Company Nippon Steel Trading Co. Ltd. Nippon Steel & Sumitomo (Argentina) and Confab Industrial Mitsui & Co. (USA), Inc. (U.S.) in $5.5 billion acquisition of certain Limited (Hong Kong) in relation (Japan) in its $1.3 billion merger Metal Corporation (Japan) in S.A. (Brazil) of an approximately relation to a 50/50 joint venture assets of MMX Mineração e to its proposal for privatization of with Sumikin Bussan Corp. its $1.78 billion acquisition with 28% stake in Usiminas (2012) with Nucor Corporation (U.S.) Metálicos (Brazil) from Mr. Eike ArcelorMittal SA (Luxembourg) the company by way of a scheme (Japan), to form a new company intended to serve as a platform Batista (2008) of ThyssenKrupp Steel USA, LLC of arrangement to be made Barrick Gold Corporation (2013) to establish steel-related projects (U.S.) (2013) by the company’s controlling (Canada) in its $7.7 billion in North America and globally China Minmetals Non-Ferrous Dynatec Corporation in the shareholder, Keen Talent Holdings acquisition of Equinox Minerals (2010) Metals Co. Ltd. (China) in their sale of a 27.5% interest in the Anglo American plc (U.K.) in Ltd. (Hong Kong), a wholly owned Limited (Australia) (2011) 50/50 joint venture establishing the sale of its 70% interest in unit of Trisonic International Ltd. Ambatovy and cobalt Nippon Steel Corporation Copper Partners Investment the Amapá iron ore operation in (Hong Kong) (2012) China Aluminum International mining project (Madagascar) to (Japan) in relation to its purchase Company Ltd. (Bermuda) (2006) Brazil to Zamin Ferrous Limited, Trading Co., Ltd. (China), both Sumitomo Corporation and of a 23.3% interest in Minas de a private international mining CST Mining Group Limited through its wholly owned Korea Resources Corporation, Revuboe, Limitada (Mozambique) Kinross Gold Corporation group founded by Pramod (Hong Kong) in the $505 million subsidiary, Chalco Trading Hong as well as in SNC-Lavalin Inc.’s from Nippon Steel Trading Co. (Canada) in relation to the $220 Agarwal (2013) sale of its 70% stake in Marcobre, Kong, in its long-term coal acquisition of a 5% interest Ltd. (Japan) for an undisclosed million sale of its 19% interest the project company which supply and purchase agreement (2006) amount (2010) in the Diavik diamond mine The Energy & Mineral Group operates the Mina Justa copper with Erdenes Tavan Tolgoi JSC (Canada) to Harry Winston Inco (Canada) in connection with (U.S.) in the joint venture between mine in Peru, to Cumbres Andinas (Mongolia) and Erdenes MGL Nippon Steel Corporation Diamond Corporation (Canada) the $17.8 billion unsolicited bid by its affiliate, Nunavut Iron Ore, and S.A. (Peru), a subsidiary of Minsur LLC (Mongolia) (2011) (Japan) in its $350 million joint (2010) ArcelorMittal through an increase S.A. (Peru) (2012) Vale (Brazil) (2006) – the largest venture in Mexico with Ternium in interest in Baffinland Iron Mines Sumitomo Metal Mining Co., Latin American M&A deal of S.A. (Mexico) for the manufacture Bluestone Coal Corporation (U.S.) Corporation, making a capital Alcan Inc. (Canada) in its $43 Ltd. (Japan) and Sumitomo 2006. The transaction made Vale, and sale of hot-dip galvanized in its $436 million acquisition by contribution and an increase in billion acquisition by Rio Tinto plc Corporation (Japan) in its already the global leader in iron and galvannealed steel sheets OAO Mechel (Russia) (2009) its share of the equity funding (U.K.) (2007) acquisition of a 45% stake in the ore production, the second-largest primarily to serve the Mexican commitments for Baffinland’s Mary Sierra Gorda project in Chile mining company in the world. automobile manufacturing market Nippon Steel Corporation River Project (2012) from Quadra FNX Mining Ltd. (2010) (Japan) in its $22.5 billion merger (Canada) (2011) with Sumitomo Metal Industries 6 Ltd. (Japan) (2012) 7 Mining and Metals

PROJECT DEVELOPMENT AND FINANCE

&C has a unique position among international legal 6 OF THE 10 LARGEST-EVER MINING PROJECTS INVOLVED S&C DEALOGIC advisers in the mining and metals sector. We are the PROJECT NAME COUNTRY REPORTED SIZE YEAR S (US$ BILLIONS) leading law firm advising sponsors and borrowers worldwide. Roy Hill Iron Ore Project Australia $10.5 2014 Fortescue Iron Ore Project Australia $5.0 2012 As the following tables demonstrate, no other law firm comes Oyu Tolgoi Copper and Gold Project Mongolia $4.4 2015 Koniambo Nickel Project New Caledonia $3.8 2008 close to matching our presence and depth. Ambatovy Nickel/Cobalt Project Madagascar $3.7* 2007 Ma’aden Alcoa Mine and Alumina Refinery Saudi Arabia $3.6 2011 Pueblo Viejo Gold Project Dominican Republic $3.1 2010 Antamina Copper and Mine Peru $2.3 1999 Minera Esperanza Copper-Gold Mine Chile $2.2 2009 Antucoya Copper Mine Project Chile $1.9 2013

Source: Dealogic ProjectWare – *Project value now stands at US$7 billion

% OF FIRM’S PROJECTS WORK % OF FIRM’S PROJECTS WORK FIRM FOR SPONSOR / BORROWER IN MINING AND METALS

Sullivan & Cromwell 77.23% 38.61% WORLDWIDE MINING AND METALS PROJECT FINANCE AND DEVELOPMENT LAWYERS REPRESENTING SPONSORS/BORROWERS 2nd ranking firm 58.33% 14.81% 1994—2015 3rd ranking firm 49.40% 4.22% Ranked by value ($ billions) and market share*

4th ranking firm 37.32% 3.75% Sullivan & Cromwell $31.6 (25.0%) 5th ranking firm 32.98% 4.97% 2nd ranking — $16.7 (13.3%)

6th ranking firm 32.90% 6.77% 3rd ranking — $14.1 (11.2%)

7th ranking firm 31.09% 5.55% 4th ranking — $13.9 (11.0%) 5th ranking — $11.5 (9.1%) 8th ranking firm 30.40% 4.96% 6th ranking — $10 (7.9%)

9th ranking firm 22.96% 15.88% 7th ranking — $8.3 (6.6%) 10th ranking firm 22.31% 7.81% 8th ranking — $7.8 (6.2%) 9th ranking — $6.7 (5.3%)

Source: Dealogic ProjectWare, January 1994 – November 2015 10th ranking — $5.3 (4.2%)

Source: Dealogic ProjectWare *Percentage of top 10 law firms.

8 9 Mining and Metals

PROJECT DEVELOPMENT AND FINANCE continued Sources say: “They are the

„ Australia best lawyers in mining project Argyle Diamond Mines Project Bemax Mineral Sands Project finance in the world” Boyne Aluminum Smelter Project IFLR1000 2013 Fortescue Iron Ore Project „ Mineral Sands Financings „ „ „ Inata Gold Mine Restructuring „ „ „

Moly Mines Molybdenum Project „ „ „ Queensland Project „ Windimurra Vanadium Mine Project „ „ „ „

Botswana „ „ „ „

Tbae Selebi-Phikwe Nickel Project and Restructurings „ „ „ „ „ „ „ „ „„„ „ „ „ „ „„ „ „ Burkina Faso „ „ „„ „ „ „ „ Inata Gold Mine Restructuring „ „ „ „ China China Minmetals Joint Venture Mozambique Ecuador Moma Titanium Project and Restructurings Havens Group Steel Project Joint Venture „ Fruta del Norte Deposit Klemp / Pudong Steel Project New Caledonia Argentina Alumbrera Copper and Gold Project Guyana Alumax / Yunnan Xin Mei Lu Aluminum Foil Joint Goro Nickel Project Venture Cerro Vanguardia Gold and Silver Project First Bauxite Refractory Grade Bauxite Project Oman Veladero Gold Project Democratic Republic of the Congo Sohar Aluminum Smelter Mexico Kolwezi Project Brazil Tenke-Fungurumé Copper Project Papua New Guinea Ferteco Iron Ore Project Boleo Copper, Gold, Zinc and Manganese Lihir Gold Project, Refinancing and Project Guinea Canada Equity Add-on Financing Panama Boké Bauxite Project Renard Diamond Project South Africa Cobre Panama Copper Project (Pending) Yukon Gold Project Indonesia Palabora Copper Project Restructuring Peru Batu Hijau Copper and Gold Project Chile Spain Antamina Copper and Zinc Project PT Inco and Expansion Nickel Project Antucoya Copper Project Atlantic Copper Smelter Project Cerro Colorado Project Cerro Verde I and Sulfide Projects Ireland and Restructuring Collahuasi Copper Project and Refinancing Constancia Copper Project Lisheen Zinc Project Restructuring Tanzania El Abra Project and Refinancing Marcona Mina Justa Copper Project Kyrgyz Republic Bulyanhulu Gold Project El Tesoro Copper Cathode Project Miski Mayo Phosphate Project Kumtor Gold Project and Restructurings Quellaveco Copper Project United Arab Emirates Escondida Copper Project and Expansion Madagascar Emirates Smelter Project and Phase II Esperanza Copper, Gold and Silver Project United States La Candelaria Copper Project Ambatovy Nickel and Cobalt Project Expansion Financing Capco/Quarto Coal Supply Project Lomas Bayas Copper Acquisition and Refinancing Titanium Dioxide Project Zambia Colowyo Mine Project Los Pelambres Copper Project and Refinancing Konkola Deep Copper Project (Phase 1) Red Dog Project Mauritania Minera Yolanda Nitrates Project Ridgeway Gold Project Tasiast Gold Project (pending) Zimbabwe Sierra Gorda Copper, Gold and Molybdenum Project Mongolia Gokwe North Coal/Power Project Refimet Copper Smelter Project Venezuela Oyu Tolgoi Copper and Gold Project Hartley Platinum Project Zaldivar Copper Project Loma de Niquel Project

10 11 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING

AWARDS AND RECOGNITIONS he Firm’s extensive experience in bank lending and securities offerings (both SEC-registered and non- Oyu Tolgoi Copper and Gold Project T „„ Asia-Pacific Mining Deal of the Year ...... Project Finance International, 2015 registered) by international mining and metals companies in

Fortescue Metals Group initial public offerings, investment grade, project bond, high-

„„ Debt Market Deal of the Year ...... ALB Australasian Law, 2013 yield and structured financings around the world reinforces „„ Corporate Bond Issue of the Year ...... The Australian Financial Review, 2013 our current knowledge of the sector and of the markets in Antucoya Copper Project

„„ Mining Deal of the Year ...... Infrastructure Journal, 2013 which the companies seek finance.

Emirates Aluminum Smelter Project

„„ Middle East Mining and Metals Deal of the Year . . . Project Finance, 2013

„„ Middle East Industrial Deal of the Year ...... Project Finance International, 2013 CREDIT AND LEVERAGED FINANCE

„„ EMEA Industry Deal of the Year ...... Project Finance International, 2007 Ltd. $325 million Fortescue Metals Group over Minera Escondida Limitada term loan B transaction to finance $7.0 billion of multiple high $600 million and $500 million Boleo Mining Project development expenditures yield notes offerings to refinance loan facilities in connection with outstanding project bonds and financing for the expansion of the Barrick Gold Corporation „„ Latin America Mining Deal of the Year ...... Project Finance Magazine, 2010 fund expansion initiatives; Escondida copper project $6.5 billion bridge loan $5 billion secured term loan and revolving credit facility Minsur S.A. $200 million Minera Esperanza B transaction to refinance commitments towards the commercial bank debt, ECA unsecured term loan to finance its acquisition of Equinox Minerals mining operation „„ Latin America Mining & Metals Deal of the Year . . . Project Finance International, 2009 financing and a royalty note; and Limited for C$7.3 billion initial $2 billion high yield project Newcastle Coal Infrastructure bond financing to build its iron Ambatovy Nickel and Cobalt Project BHP Billiton $7.5 billion credit Group Pty Ltd $325 million ore project facility in connection with its senior secured notes in the „„ EMEA Mining Deal of the Year ...... Project Finance International, 2007 acquisition of Petrohawk Energy HudBay Minerals debut $500 traditional U.S. private placement Corporation for $15.1 billion market and a simultaneous „„ African Mining Deal of the Year ...... Project Finance, 2007 million Rule 144A offering of high and $5.2 billion SEC-registered yield notes with registration rights offering of $133 million of guaranteed senior notes offering substantially identical notes to Fortescue Iron Ore Project to finance its Constancia copper/ zinc project in Peru one of its equity holders „„ Asia-Pacific Mining Deal of the Year ...... Project Finance, 2006 Lihir Gold Ltd. $9.5 billion Sierra Gorda SCM $1 billion acquisition by Newcrest Mining financing for the Sierra Gorda Ltd. and related financing of copper-molybdenum project $820 million gold project

13 Mining and Metals

CAPITAL MARKETS, LEVERAGED FINANCE AND LENDING continued

SECURITIES OFFERINGS BY MINING AND METALS COMPANIES

Australia Pioneer International 1 (equity) China/Hong Kong Netherlands United States Reynolds Metals Co 2 (debt) Alcoa of Australia 2 (debt & equity) St. Barbara Ltd. 1 (debt) China Shenhua Energy Company Tyco International Finance NV 2 Allegheny Ludlum Corp 2 (debt) Rio Tinto Finance (USA) Ltd 2 Ashton Mining 1 (equity) QCT Resources 1 (debt) Limited 1 (equity) (debt) Aluminum Co of America 2 (debt) (debt) Alumina Ltd. 1 (equity) Western Mining Corp. Holding 1 China Oriental Group (Co) Ltd. 1 Alumax Inc (AMAX Inc) 1,2 (debt, Ryerson Tull Inc 2 (debt) Apex Minerals NL 2 (equity) (debt) (debt) Norway equity) Santa Fe Pacific Gold Corp 2 2 Arrium Ltd. 1 (equity) WMC Finance (USA) Limited 1 Chong Hing Iron and Steel 1 Norsk Hydro ASA (debt) AmeriSteel Corp (Kyoei Steel) 1 (equity) Bemax Resources Limited 2 (debt) (debt) (equity) (equity) Spartech Corp 2 (equity, debt) Papua New Guinea Bendigo Mining Limited 1 (equity) WMC Limited 1 (debt) Feishang Anthracite Resources Commonwealth Aluminum Corp 1 Sunclipse Inc 1 (debt) Lihir Gold Limited 1 (equity) BHP 1 (equity) Limited 1 (equity) Limited 1 (equity) (equity) Union Mines Inc 2 (equity) BHP Billiton (formerly BHP) 1 G-Resources Group Ltd. 1 (equity) Peru Commonwealth Industries Inc 1 Vulcan Materials Co. 1 (debt) Argentina (debt) Sociedad Cerro Verde 1 (debt) (equity) 1 1 Siderca (equity) France BHP Steel (equity) Compass Minerals Intl Inc 2 Venezuela 2 2 1 2 Siderar SAIC (equity) Ugine SA (equity) Limited (equity) Philippines (equity) Venprecar/Sivensa (equity) Ternium 1 (equity) BlueScope Steel (formerly BHP Atlas Consolidated Mining & Cyprus Minerals Co 2 (debt) Ghana 1 Steel) 1 (debt) Development (equity) 1 Canada Ashanti Goldfields Company English China Clays Delaware 1 CRA (debt) 1 2 (debt) Alcan (debt) Limited (debt & equity) Russia 1, 3 2 CSR Ltd. (debt & equity) 1 Essex International Inc (equity) Ashton Mining of Canada (equity) United Company RUSAL Limited 4 FMG Finance Pty Ltd/Fortescue 1 Germany Freeport-McMoRan Copper & Barrick Gold Corp (debt) (equity) Metals Group Ltd. 2 (debt) 2 2 Brascan Limited 2 (debt) Kloeckner & Co Aktiengesellschaft Gold (debt) Iluka Resources Ltd. 1 (equity) 2 Cameco Corporation 1 (equity) (equity) South Africa GS Technologies Operating Co 2 Karoon Gas Australia Ltd (equity) 1 Canadian Reynolds Metals Co 2 AngloGold Ashanti Limited (debt) 1 Indonesia Lihir Gold Limited (equity) (equity) Harris Chemical North America 2 (debt) 2 Midwest Vanadium Pty Ltd 1 (debt) Freeport-McMoRan Indonesia Centerra Gold Inc. 1 (equity) (debt) M.I.M. Holdings 1 (debt & equity) (debt & equity) South Korea 2 Dynatec Corporation 1 (equity) Inland Steel Industries Inc 2 2 Ltd. (equity) 1 Pohang Iron & Steel Co Ltd (equity) Getchell Resources (debt, equity) Ireland 1 2 Moly Mines (debt) 1 (debt) Inspiration Resources Corp Goldcorp (equity) Kenmare Resources plc 1 (equity) Newcrest Mining 1 (debt) HudBay 1 (debt) (debt) Taiwan 1 Newcastle Coal Infrastructure 1 Japan Lukens Inc (debt) Inco Limited (debt & equity) China Steel Corp(Taiwan) 2 1 2 2 Group (debt) 1 Kobe Steel Ltd. (equity) Magma Copper Co (equity, debt) Kinross Gold (debt & equity) (equity) Newmont Gold Company 2 2 Inc. 2 (debt) MA Hanna Co (debt) Mexico 2 (equity) 2 United Kingdom National Intergroup Inc (debt) Pegasus Gold Inc. (debt) 2 1 Altos Hornos de Mexico (debt) 2 Limited 2 Anglo American plc 1 (debt) Newmont Mining Corp (debt) Sifto Canada Inc (Namsco Inc) 1 (debt) Grupo Imsa SA de CV (debt, 1 (debt) BHP Billiton plc 1 (debt) Novelis Inc (debt) 1 equity) 2 North Broken Hill Peko (equity) 1 Rio Tinto plc 1 (debt & equity) Owens Corning (debt) Twinpak Inc (debt) 1 1 (debt) Tubos de Acero de Mexico SA Precision Castparts Corp 2 (debt) OceanaGold Corp 1 (debt) Chile (equity) Pancontinental Mining 1 (debt) Madeco SA 1 (equity) 1 (debt)

1 Counsel to the issuer or selling/controlling shareholder 3 Counsel to guarantor 2 Counsel to underwriters/agents 4 Counsel to non-executive director 14 15 &C lawyers engaged in mining and metals transactions Shave the benefit of the full support of members of our Natural Resources Group who specialize in private equity, restructuring, commodities, futures and derivatives, tax, sanctions and trade, and disputes and investigations matters, each of whose advice is grounded on a deep understanding of the industry. In particular, we proactively seek to anticipate issues by providing pragmatic advice informed not only by the specific context, be it negotiations with a commercial counterparty, a potential lender or a host government, but also the experience of advising other industry players on similar issues.

“A dedicated practice offering entirely holistic thinking and excellent commercial understanding.”

CHAMBERS UK 2010

17 Private Equity Restructuring

&C advises many private equity sponsors as well as &C has an unrivaled restructuring practice and has Spublic and private companies considering transactions Sbeen the firm of choice for many natural resource with sponsors. Within the private equity practice, our Natural companies seeking non-traditional investments, sales and Resources Group is focused on transactions with sponsors that restructuring arrangements in connection with the global primarily invest in the mining, oil and gas and infrastructure credit crisis. In the wake of the global financial crisis, the sectors. Our deep understanding of the sectors has allowed practice, comprising corporate, litigation and tax lawyers, us to help our clients create innovative structures, designed to has had significant involvement advising clients as they seek allow rapid accumulation and deployment of capital. to refinance or reorganize their businesses to meet current challenges, both on the debt and equity side.

RECENT Recent matters include advising the Energy and Minerals MATTERS Group with respect to its iron ore joint venture with RECENT HIGHLIGHTS INCLUDE ADVISING Arcelor-Mittal in Baffinland and the acquisition by its „„ Kenmare Resources plc in „„ the independent directors of „„ lenders in the restructuring portfolio company Coronado Coal II LLC of coal assets in the restructuring of its senior United Company RUSAL of Ennstone Quarries and Logan County, West Virginia from Cliffs Natural Resources and junior facilities (2014) Limited in connection with the subsequent disposal and the restructuring of the refinancing by its controlling Inc. We have also advised American Energy Partners in „„ RBS and Barclays in the RUSAL Group’s $15 billion lenders restructuring of the Palaboro a variety of transactions, including advising American of indebtedness and other Mining company and its „„ a consortium of major Energy – Permian Basin, LLC on the acquisition of 63,000 obligations (2009) international banking and oil companies in the net acres of Southern Permian Basin Leasehold and hedging facilities „„ the international and MENA restructuring of Bateman 16,000 BOE per day of net production from Enduring lenders in the restructuring NV as the key contractor in „„ BHP Billiton in the of the oil services company the Caspian Oil Fields Resources for $2.5 billion; American Energy – Utica, LLC restructuring of its CP Lamprell plc (2103) and American Energy – Marcellus, LLC of 75,000 net Programme (2009) „„ the lending syndicate in „„ the steering committee of the restructuring of the acres and 175 MMCFE of net production in the Southern „„ international lenders in the lenders in the restructuring quarrying business of Utica and Southern Marcellus shale plays from East £1.4 billion restructuring of of AEA Technology Alfred McAlpine plc the international oil refiner Resources and another private company for $1.75 billion, plc the UK nuclear Petroplus AG and the as well as a variety of capital raisings, including bank decommissioning business subsequent insolvencies in financings, convertible debt and high yield transactions for six countries (2013) „„ Total and StatoilHydro — American Energy – Permian Basin, LLC, American Energy as sponsors of the Sincor/ – Woodford, LLC, American Energy – Marcellus, LLC and PetroCedeño project, in the restructuring of $1.9 billion American Energy – Utica, LLC. of senior debt (2008) 18 19 Commodities, Futures and Derivatives Tax

&C’s Commodities, Futures and Derivatives Group &C has earned a global reputation for innovative tax Sprovides a full range of transactional, advisory and Splanning and the successful resolution of important tax litigation services in connection with the structuring, controversies. Practicing in three jurisdictions (the United offering and trading of natural resource-based commodity States, the United Kingdom and France), the Group prides and derivative products of all types. itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints under REPRESENTATIVE MATTERS „„ CFTC, FERC, FTC, Castleton Commodities Hess Corporation (U.S.) in its which our natural resources clients operate. Department of International LLC (U.S.) in its agreement with an affiliate of definitive agreement to acquire funds managed by Oaktree Capital Justice and exchange Morgan Stanley’s Global Oil Management L.P. (U.S.) pursuant investigations of Merchanting business (2015) to which Hess will sell to Oaktree trading activities of Sempra Energy Trading Corp. its interest in Hess Energy Trading Company LLC (U.K.) (2014) CROSS- With respect to transactional matters, colleagues in other practice areas energy companies its sale of: PRACTICE work seamlessly with members of our tax group to advise on tax issues „„ the natural gas, power, energy Occidental Petroleum in its NETWORK related to all manner of transactions, and, in tax disputes, tax group „„ Regulatory and and commodity trading platform acquisition of Phibro Energy from lawyers work closely with S&C’s litigation group, so that clients receive of its RBS-Sempra global compliance advice Citibank (2009) commodities joint venture to the benefit of experienced tax lawyers and innovative litigators. on government Société Générale and Société BP in the settlement of DOJ and Générale Energy Corp (2011) GLOBAL The S&C tax group has advised many of the leading global natural regulations and CFTC investigations of commodities EXPERIENCE resource companies on matters of US, UK and French tax law, in „„ the North American natural gas manipulation, including entering exchange rules connection with important M&A and capital markets transactions, and power trading agreements into a deferred prosecution applicable to hedging and related commodity disputes with various tax authorities and domestic and cross-border agreement with the DOJ and a inventories, and the global tax planning. Clients have included oil and gas majors, such as BP plc, and trading of energy consent order with the CFTC metals and oil, as well as the ExxonMobil, Occidental Petroleum and TOTAL, as well as others in products including European power and gas, Goldman Sachs and Morgan the commodities and energy trading space, including AIG Trading, cross-border businesses of its RBS-Sempra global commodities joint Stanley in the formation of Barclays, Goldman Sachs and Sempra Energy. In mining and metals, rules, bilateral venture to J.P. Morgan Ventures Intercontinental Exchange, an we have advised Pechiney S.A./Alcan Inc./Rio Tinto Alcan, BHP record keeping Energy Corporation, the electronic trading facility for the Billiton, Bucyrus International and Inco. We have advised investors commodities trading subsidiary trading of physical commodities and investment funds in natural resource and infrastructure projects, and reporting of J.P. Morgan Chase (2010) and over-the-counter derivatives including transactions involving tax-favored alternative energy and obligations, swap „„ the Sempra Energy Solutions on physical commodities, and synthetic fuel investments. dealer evaluations LLC unit of its RBS-Sempra subsequently, Intercontinental joint venture to Noble Exchange, LLC (ICE) in and other current Americas Gas & Power Corp., connection with its strategic and issues a wholly owned subsidiary of Hong Kong-based Noble other regulatory matters including Group Limited (2010) its acquisition of International Petroleum Exchange (IPE) and its joint venture with NGX 20 21 Sanctions and Trade Disputes and Investigations

&C’s advice in this area is given by lawyers with &C has a long history of advising on disputes and Stransactional experience who have a background in Sinvestigations arising out of investments in, and litigation. We help our clients conduct risk-based compliance- transactions relating to, the development of natural resources, related due diligence and risk assessment, and provide our both in court and in arbitral settings. clients with solutions to compliance challenges in light of SELECTED In recent years, we have undertaken numerous assignments in both the findings of due diligence. In the acquisition context, we HIGHLIGHTS commercial and investor-state settings and in a variety of industries, including gold, silver, copper and nickel mining and oil and gas assist our clients with transition planning and integration of exploitation, transportation and sales. „„ arbitration proceedings in „„ advising the sellers of LNG compliance programs and controls. Much of our experience Sweden and extensive parallel in contentious repricing negotiations for a Canadian negotiations with buyers in lies in the natural resource industry. mining company against a Asia, including preparation for central Asian sovereign arising possible arbitration out of claimed breaches „„ representing the owners of an of a mining concession oil pipeline in Latin America SCOPE The scope and enforcement of anti-bribery, anti-corruption and trade agreement in disputes with the host OF WORK sanctions laws in the United States and Europe has significantly „„ preparing for arbitration government over tax claims increased in recent years. Transactions involving natural resource proceedings (eventually companies often present significant risk under these laws, in light of „„ preparing for arbitration settled) on behalf of the the particular characteristics of the sector: its global nature, which proceedings (eventually sponsors and project company presents challenges in implementing uniform business policies and settled) on behalf of a in a dispute with the host procedures; the need to operate in emerging markets, where there may European oil major arising country arising out of the be a lack of infrastructure and controls necessary to combat corruption, out of expropriation of an oil development of a nickel mine unstable political situations that are targeted by trade sanctions and concession in Latin America in sub-Saharan Africa other challenges; and, in light of state ownership of resources and permitting and other development requirements, there is a high degree „„ arbitration and court of likelihood that interaction with government officials will be necessary. proceedings for the sponsors and project company in a We also help our clients to develop, assess and improve their compliance dispute with the contractor in programs and procedures, including reviewing education, training and the construction of a copper internal audit programs. Where necessary, we will assist our clients with and gold mine in Latin implementation of remedial actions, including voluntary disclosure to America and settlement with applicable regulators. We have a long history of advising on disputes arising out of investments in, and transactions relating to, the development of natural resources, often in conjunction with the members of our disputes and investigations practice, litigation or arbitration with adverse parties, including host governments.

22 23 Lawyer Contacts

EMEA AMERICAS Nikolaos G. Andronikos Jamieson J. Logie Werner F. Ahlers Daryl A. Libow Partner since 2002 Partner since 2001 Partner since 2014 Partner since 1994 London Office London Office New York Office Washington, D.C. Office Phone: +44 20 7959 8470 Phone: +44 20 7959 8420 Phone: +1 212 558 1623 Phone: +1 202 956 7650 Fax: +44 20 3350 2007 Fax: +44 20 3350 2002 Fax: +1 212 291 9201 Fax: +1 202 956 6973 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS, PROJECT FINANCE, JOINT VENTURES *PROJECT FINANCE, JOINT VENTURES *M&A, PROJECT FINANCE *LITIGATION, ANTITRUST

Chris Beatty Richard C. Morrissey Robert E. Buckholz Christopher L. Mann Partner since 2015 Partner since 1992 Partner since 1987 Partner since 1998 London Office London Office New York Office New York Office Phone: +44 20 7959 8505 Phone: +44 20 7959 8520 Phone: +1 212 558 3876 Phone: +1 212 558 4625 Fax: +44 20 3350 2047 Fax: +44 20 3350 2020 Fax: +1 212 291 9018 Fax: +1 212 291 9092 [email protected] [email protected] [email protected] [email protected] *LEVERAGED FINANCE, CAPITAL MARKETS *M&A, JOINT VENTURES *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, M&A

Kathryn A. Campbell Stewart M. Robertson Robert G. DeLaMater Inosi M. Nyatta Partner since 1997 Partner since 1996 Partner since 1992 Partner since 2011 London Office London Office New York Office New York Office Phone: +44 20 7959 8580 Phone: +44 20 7959 8555 Phone: +1 212 558 4788 Phone: +1 212 558 7822 Fax: +44 20 3350 2080 Fax: +44 20 3350 2055 Fax: +1 212 291 9037 Fax: +1 212 291 9781 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *PROJECT FINANCE, CAPITAL MARKETS, JOINT VENTURES *M&A, CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE, CAPITAL MARKETS

Krystian Czerniecki Vanessa K. Blackmore John E. Estes Joseph E. Neuhaus Partner since 2004 Partner since 2006 Partner since 2002 Partner since 1992 Frankfurt Office London Office New York Office New York Office Phone: +49 69 4272 5525 Phone: +44 20 7959 8480 Phone: +1 212 558 4349 Phone: +1 212 558 4240 Fax: +49 69 4272 5210 Fax: +44 20 3350 2008 Fax: +1 212 291 9049 Fax: +1 212 291 9105 [email protected] [email protected] [email protected] [email protected] *CAPITAL MARKETS *CAPITAL MARKETS *LEVERAGE FINANCE, PROJECT FINANCE *ARBITRATION, DISPUTES ASIA AND AUSTRALIA Craig Jones Garth W. Bray Sergio J. Galvis Kenneth M. Raisler Partner since 2005 Partner since 2001 Partner since 1991 Partner since 1994 London Office Office New York Office New York Office Phone: +44 20 7959 8488 Phone: +86 10 5923 5900 Phone: +1 212 558 4740 Phone: +1 212 558 4675 Fax: +44 20 3350 2088 Fax: +86 10 5923 5950 Fax: +1 212 291 9062 Fax: +1 212 291 9118 [email protected] [email protected] [email protected] [email protected] *PROJECT FINANCE, JOINT VENTURES, LEVERAGED FINANCE *M&A, CAPITAL MARKETS *M&A, PROJECT FINANCE, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES

Tim Emmerson Chun Wei David J. Gilberg George J. Sampas Partner since 2007 Partner since 1997 Partner since 1996 Partner since 2000 London Office Hong Kong Office New York Office New York Office Phone: +44 20 7959 8595 Phone: +852 2826 8666 Phone: +1 212 558 4680 Phone: +1 212 558 4945 Fax: +44 20 3350 2095 Fax: +852 2522 2295 Fax: +1 212 291 9063 Fax: +1 212 291 9131 [email protected] [email protected] [email protected] [email protected] *M&A, JOINT VENTURES *M&A, CAPITAL MARKETS *COMMODITIES, FUTURES AND DERIVATIVES *M&A, PRIVATE EQUITY

24 25 Notes

26 27 S&C Offices Worldwide

WWW.SULLCROM.COM New York London Telephone: +1 212 558 4000 Telephone: +44 20 7959 8900 Facsimile: +1 212 558 3588 Facsimile: +44 20 7959 8950 125 Broad Street 1 New Fetter Lane New York, NY 10004-2498 London EC4A 1AN U.S.A. England

Washington, D.C. Paris Telephone: +1 202 956 7500 Telephone: +33 1 73 04 10 00 Facsimile: +1 202 293 6330 Facsimile: +33 1 73 04 10 10 1700 New York Avenue, N.W. 24, rue Jean-Goujon Suite 700 75008 Paris Washington, D.C. 20006-5215 France U.S.A. Frankfurt Los Angeles Telephone: +49 69 4272 5200 Telephone: +1 310 712 6600 Facsimile: +49 69 4272 5210 Facsimile: +1 310 712 8800 Neue Mainzer Strasse 52 1888 Century Park East 60311 Frankfurt am Main Suite 2100 Germany Los Angeles, CA 90067-1725 U.S.A. Melbourne Telephone: +61 3 9635 1500 Palo Alto Facsimile: +61 3 9654 2422 Telephone: +1 650 461 5600 101 Collins Street Facsimile: +1 650 461 5700 Melbourne 3000 Victoria 1870 Embarcadero Road Australia Palo Alto, CA 94303-3308 U.S.A. Sydney Telephone: +61 2 8227 6700 Beijing Facsimile: +61 2 8227 6750 Telephone: +86 10 5923 5900 Level 27, The Chifley Tower Facsimile: +86 10 5923 5950 2 Chifley Square Suite 501, China World Office 1 Sydney, New South Wales 2000 One Jian Guo Men Wai Avenue Australia Beijing 100004 China

Hong Kong Telephone: +852 2826 8688 Facsimile: +852 2522 2280 28th Floor Nine Queen’s Road Central Hong Kong

Tokyo Telephone: +81 3 3213 6140 Facsimile: +81 3 3213 6470 Otemachi First Square East Tower 16F 5-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-0004 Japan

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