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Premier Mining Industry Practice Premier Mining Industry Practice “They have a strong focus on mining and metals and that shows in their market presence.” CHAMBERS USA, 2016 “They are the best of the best from a strategic advisory standpoint. No one holds a candle to them.” CHAMBERS USA, 2016 “An acknowledged market-leader in mining work.” CHAMBERS GLOBAL, 2014 Mining and Metals &C’s presence in the mining and metals sector is Sunrivaled. We continue to be the firm of choice for structurally complex, market-opening and precedent-setting deals. Our practice is not confined to working with major mining companies, and we frequently apply our expertise to benefit junior mining companies in their growth initiatives, as well as strategic and alternative investors and lenders and underwriters to the industry. We have particular expertise in challenging emerging markets. Our multi-disciplinary approach ensures that clients benefit from our industry experience in each of our core practice areas. OUR CORE Mergers & Acquisitions and Joint Ventures PRACTICE AREAS Project Development and Finance Capital Markets, Leveraged Finance & Lending Private Equity Restructuring Commodities, Futures & Derivatives Tax Sanctions and Trade Disputes and Investigations 2 The Firm’s standing in the industry is reflected in the number of major mining and metals companies and other active industry participants that it has represented, both directly and in consortia, including: Alumina Kenmare Resources Anglo American Kinross Gold Corp. AngloGold Ashanti Korea Resources (KORES) Antofagasta Midwest Vanadium Arrium Pty. Ltd. Atlas Iron Minera Escondida Ltda. BHP Billiton Minsur Barrick Gold Mitsui Corporation Moly Mines Bluescope Steel Newcastle Coal China Aluminum Infrastructure Group International Trading Co., Ltd Newmont Mining China Minmetals Nippon Steel China Shenhua Energy Rio Tinto The Energy and Sociedad Cerro Verde Mineral Group St. Barbara Fortescue Metals Group Sumitomo Metal Mining HudBay Minerals Co., Ltd. Iluka Sumitomo Corporation 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 most industry-altering transactions, for both large mining conglomerates and smaller-cap companies. We are regularly called upon by many of the premier names in the sector to handle their most challenging and complex ventures. We have particular expertise in competition law and its application to the industry. “Recognized for the strength of its mining group, which acts domestically and internationally in relation to M&A and the acquisition and disposition of interests in mines and mining companies.” CHAMBERS USA, 2014 4 MINING AND METALS M&A RANKINGS: U.S. LAW FIRMS Ranked by value ($ billions) Sullivan & Cromwell — $331 2nd ranking — $223 3rd ranking — $205 4th ranking — $190 5th ranking — $178 6th ranking — $172 MINING AND METALS M&A RANKINGS: GLOBAL FIRMS Ranked by value ($ billions) Sullivan & Cromwell — $331 2nd ranking — $311 3rd ranking — $260 4th ranking — $237 5th ranking — $226 6th ranking — $223 Source: Thomson Reuters, March 22, 2017 Data include representations of principals and financial advisers from January 1996 through December 2016 5 Mining and Metals MERGERS & AcQUISITIONS continued SELECTED MINING AND METALS M&A TRANSACTIONS Sumitomo Metal Mining Co., Nippon Steel & Sumitomo China Vanadium Titano- Ltd. (Japan) in its $1 billion Metal Corporation (Japan) in Magnetite Mining Company acquisition of an additional 13 its $1.78 billion acquisition with Limited (Hong Kong) in relation percent interest in the Morenci ArcelorMittal SA (Luxembourg) to its proposal for privatization of copper mine operated by of ThyssenKrupp Steel USA, LLC the company by way of a scheme Freeport-McMoRan Inc. (U.S.) (U.S.) (2013) of arrangement to be made (2016) by the company’s controlling Anglo American plc (U.K.) in its shareholder, Keen Talent Holdings Coronado IV LLC (U.S.), a $5.5 billion acquisition of certain Ltd. (Hong Kong), a wholly owned portfolio company of The Energy assets of MMX Mineração e unit of Trisonic International Ltd. and Minerals Group, in its $420 Metálicos (Brazil) from Mr. Eike (Hong Kong) (2012) million acquisition of Buchanan Batista (2008) Mine in southwestern Virginia CST Mining Group Limited and certain other metallurgical Anglo American plc (U.K.) in (Hong Kong) in the $505 million coal reserves from CONSOL the sale of its 70% interest in sale of its 70% stake in Marcobre, Energy Inc. (U.S.) (2016) the Amapá iron ore operation in the project company which Brazil to Zamin Ferrous Limited, operates the Mina Justa copper Nippon Steel & Sumitomo a private international mining mine in Peru, to Cumbres Andinas Metal Corporation (Japan) in group founded by Pramod S.A. (Peru), a subsidiary of Minsur connection with its subsidiary Agarwal (2013) S.A. (Peru) (2012) Osaka Steel Co., Ltd.’s (Japan) pending acquisition of Tokyo The Energy & Mineral Group Alcan Inc. (Canada) in its $43 Kohtetsu Co., Ltd. (Japan) (2015) (U.S.) in the joint venture between billion acquisition by Rio Tinto plc its affiliate, Nunavut Iron Ore, (U.K.) (2007) G-Resources Group Limited and ArcelorMittal through an (Hong Kong) in its sale and increase in interest in Baffinland Nippon Steel Corporation purchase agreement with a Iron Mines Corporation, making (Japan) in its $22.5 billion merger consortium led by EMR Capital a capital contribution and an with Sumitomo Metal Industries (Australia) and Farallon Capital increase in its share of the Ltd. (Japan) (2012) (U.S.) pursuant to which equity funding commitments for G-Resources has agreed to dispose Baffinland’s Mary River Project Antofagasta plc (U.K.) in the of its interest in the Martabe (2012) $350 million acquisition by gold and silver mine in Indonesia Marubeni Corporation (Japan) and certain of its subsidiaries for Bluestone Coal Corporation of a 30% interest in Minera $775 million (2015) (U.S.) in its $436 million Antucoya (Chile), a greenfield acquisition by OAO Mechel copper project with an estimated Sumitomo Metal Mining Co., (Russia) (2009) capital cost of $1.6 billion (2012) Ltd. (Japan) and Sumitomo Corporation (Japan) in Anglo American plc (U.K.) in the Barrick Gold Corporation connection with Lundin $1.28 billion sale of its remaining (Canada) in its $7.7 billion Mining Corporation’s (Canada) 11.4% interest in AngloGold acquisition of Equinox Minerals $1.8 billion acquisition of 80% Ashanti Limited (South Africa) to Limited (Australia) (2011) of the Candelaria project in Chile investment funds associated with (2014) Paulson & Co. (U.S.) (2009) 6 Nippon Steel Corporation Kinross Gold Corporation Mitsui & Co. (USA), Inc. (U.S.) in (Japan), the largest shareholder (Canada) in relation to the $220 the sale of its interest in TAMCO of Usinas Siderurgicas de Minas million sale of its 19% interest Steel (U.S.) to Gerdau Ameristeel Gerais S.A. (Usiminas) (Brazil), in the Diavik diamond mine Corporation (U.S.) in conjunction in the $2.37 billion acquisition (Canada) to Harry Winston with shareholders Ameron (U.S.) by an investor group comprising Diamond Corporation (Canada) and Tokyo Steel (Japan) (2010) Ternium SA (Argentina), Siderar (2010) (Argentina) and Confab Industrial Mitsui & Co. (USA), Inc. (U.S.) in S.A. (Brazil) of an approximately Kinross Gold Corporation relation to a 50/50 joint venture 28% stake in Usiminas (2012) (Canada) in its $3.1 billion with Nucor Corporation (U.S.) acquisition of Bema Gold intended to serve as a platform to China Aluminum International Corporation (Canada) (2007) establish steel-related projects in Trading Co., Ltd. (China), North America and globally (2010) through its wholly owned Nippon Steel Trading Co. Ltd. subsidiary, Chalco Trading Hong (Japan) in its $1.3 billion merger Nippon Steel Corporation Kong, in its long-term coal with Sumikin Bussan Corp. (Japan) in relation to its purchase supply and purchase agreement (Japan), to form a new company of a 23.3% interest in Minas de with Erdenes Tavan Tolgoi JSC (2013) Revuboe, Limitada (Mozambique) (Mongolia) and Erdenes MGL from Nippon Steel Trading Co. Inco (Canada) in connection with LLC (Mongolia) (2011) Ltd. (Japan) for an undisclosed the $17.8 billion unsolicited bid by amount (2010) Sumitomo Metal Mining Co., Vale (Brazil) (2006) – the largest Ltd. (Japan) and Sumitomo Latin American M&A deal of Nippon Steel Corporation Corporation (Japan) in its 2006. The transaction made Vale, (Japan) in its $350 million joint acquisition of a 45% stake in the already the global leader in iron venture in Mexico with Ternium Sierra Gorda project in Chile ore production, the second-largest S.A. (Mexico) for the manufacture from Quadra FNX Mining Ltd. mining company in the world. and sale of hot-dip galvanized and (Canada) (2011) galvannealed steel sheets primarily Xstrata Copper in its acquisition to serve the Mexican automobile Bucyrus International, Inc. of the Las Bambas copper manufacturing market (2010) (U.S.) in its $1.3 billion acquisition concession in Peru from the of the mining equipment business Peruvian government Antofagasta plc (U.K.) as seller of Terex Corporation (U.S.) (2010) in Marubeni Corporation’s Xstrata Copper in its acquisition (Japan) $1.3 billion acquisition of Lihir Gold Ltd. (Papua New of Tintaya’s copper mines in Peru 30% interests in each of Minera Guinea) in its $8.9 billion from BHP Billiton Esperanza and Minera El Tesoro acquisition by Newcrest Mining (Chile) (2008) Mitsui & Co., Ltd. (Japan) in its Ltd. (Australia) (2010) $1.1 billion acquisition from Vale China Minmetals Non-Ferrous Kinross Gold Corporation S.A. (Brazil) of a non-controlling Metals Co. Ltd. (China) in its (Canada) in its C$7.4 billion stake in the Bayóvar phosphorus 50/50 joint venture with Codelco ($7.2 billion) acquisition of Red ore project (Peru) and the entry (Chile) establishing Copper Back Mining Inc. (Canada) (2010) into a joint venture with Vale and Partners Investment Company The Mosaic Company (2010) Ltd.
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