Premier Mining Industry Firm “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 Metals &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 Iron Pty. Ltd. in challenging emerging markets. Our multi-disciplinary BHP Billiton Minera Escondida Ltda. Barrick Gold Minsur approach ensures that clients benefit from our industry Corporation Mitsui experience in each of our core practice areas, which include: Bluescope Steel Moly Mines CST Mining Group Newcastle Coal China Aluminum Infrastructure Group OUR CORE Mergers & Acquisitions and Joint Ventures International Trading PRACTICE AREAS Co., Ltd Newmont Mining Project Development and Finance China Minmetals Nippon Steel Capital Markets, Leveraged Finance & Lending China Shenhua Energy Rio Tinto Private Equity Discovery Metals Sociedad Cerro Verde Restructuring The Energy and St. Barbara Commodities, Futures & Derivatives Mineral Group Sumitomo Metal Mining Tax Fortescue Metals Group Co., Ltd. Sanctions and Trade HudBay Minerals 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, 2004–2013 most industry-altering transactions, for both large mining Ranked by value ($ billions) conglomerates and smaller-cap companies. We are regularly Sullivan & Cromwell — $235.9 2nd ranking — $184.0 called upon by many of the premier names in the sector to 3rd ranking — $159.7 4th ranking — $144.8 handle their most challenging and complex ventures. We have 5th ranking — $139.4 6th ranking — $129.0 particular expertise in competition law and its application Source: Thomson Reuters, January 12, 2014 to the industry. “Recognized for the strength of MINING AND METALS M&A RANKINGS: GLOBAL FIRMS, 2004–2013 its mining group, which acts Ranked by value ($ billions) 1st ranking — $244.1 domestically and internationally in Sullivan & Cromwell — $235.9 3rd ranking — $211.9 relation to M&A and the acquisition 4th ranking — $184.0 5th ranking — $180.4 and disposition of interests in mines 6th ranking — $174.7 Source: Thomson Reuters, January 12, 2014 and mining companies.” CHAMBERS USA 2014 4 5 Mining and Metals MERGERS & ACQUISITIONS continued SELECTED MINING AND METALS M&A Nippon Steel & Sumitomo China Vanadium Titano- Nippon Steel Corporation Lihir Gold Ltd. (Papua New Mitsui & Co., Ltd. (Japan) in its Anglo American plc (U.K.) in the Metal Corporation (Japan) in Magnetite Mining Company (Japan), the largest shareholder Guinea) in its $8.9 billion $1.1 billion acquisition from Vale $1.28 billion sale of its remaining its $1.78 billion acquisition with Limited (Hong Kong) in relation of Usinas Siderurgicas de Minas acquisition by Newcrest Mining S.A. (Brazil) of a non-controlling 11.4% interest in AngloGold ArcelorMittal SA (Luxembourg) to its proposal for privatization of Gerais S.A. (Usiminas) (Brazil), Ltd. (Australia) (2010) stake in the Bayóvar phosphorus Ashanti Limited (South Africa) to of ThyssenKrupp Steel USA, LLC the company by way of a scheme in the $2.37 billion acquisition ore project (Peru) and the entry investment funds associated with (U.S.) (2013) of arrangement to be made by an investor group comprising Kinross Gold Corporation into a joint venture with Vale and Paulson & Co. (U.S.) (2009) by the company’s controlling Ternium SA (Argentina), Siderar (Canada) in its C$7.4 billion The Mosaic Company (2010) Anglo American plc (U.K.) in shareholder, Keen Talent Holdings (Argentina) and Confab Industrial ($7.2 billion) acquisition of Red Antofagasta plc (U.K.) as seller the sale of its 70% interest in Ltd. (Hong Kong), a wholly owned S.A. (Brazil) of an approximately Back Mining Inc. (Canada) (2010) Mitsui & Co. (USA), Inc. (U.S.) in in Marubeni Corporation’s (Japan) the Amapá iron ore operation in unit of Trisonic International Ltd. 28% stake in Usiminas (2012) the sale of its interest in TAMCO $1.3 billion acquisition of 30% Nippon Steel Trading Co. Ltd. Brazil to Zamin Ferrous Limited, (Hong Kong) (2012) Steel (U.S.) to Gerdau Ameristeel interests in each of Minera a private international mining Barrick Gold Corporation (Japan) in its $1.3 billion merger Corporation (U.S.) in conjunction Esperanza and Minera El Tesoro group founded by Pramod CST Mining Group Limited (Canada) in its $7.7 billion with Sumikin Bussan Corp. with shareholders Ameron (U.S.) (Chile) (2008) Agarwal (2013) (Hong Kong) in the $505 million acquisition of Equinox Minerals (Japan), to form a new company and Tokyo Steel (Japan) (2010) sale of its 70% stake in Marcobre, Limited (Australia) (2011) (2013) Anglo American plc (U.K.) in its The Energy & Mineral Group the project company which Mitsui & Co. (USA), Inc. (U.S.) in $5.5 billion acquisition of certain Dynatec Corporation in the (U.S.) in the joint venture between operates the Mina Justa copper China Aluminum International relation to a 50/50 joint venture assets of MMX Mineração e sale of a 27.5% interest in the its affiliate, Nunavut Iron Ore, mine in Peru, to Cumbres Andinas Trading Co., Ltd. (China), with Nucor Corporation (U.S.) Metálicos (Brazil) from Mr. Eike Ambatovy nickel and cobalt and ArcelorMittal through an S.A. (Peru), a subsidiary of Minsur through its wholly owned intended to serve as a platform Batista (2008) mining project (Madagascar) to increase in interest in Baffinland S.A. (Peru) (2012) subsidiary, Chalco Trading Hong to establish steel-related projects Iron Mines Corporation, making Kong, in its long-term coal both Sumitomo Corporation and in North America and globally China Minmetals Non-Ferrous a capital contribution and an Alcan Inc. (Canada) in its $43 supply and purchase agreement Korea Resources Corporation, (2010) Metals Co. Ltd. (China) in their increase in its share of the billion acquisition by Rio Tinto plc with Erdenes Tavan Tolgoi JSC as well as in SNC-Lavalin Inc.’s 50/50 joint venture establishing equity funding commitments for (U.K.) (2007) (Mongolia) and Erdenes MGL acquisition of a 5% interest Nippon Steel Corporation Copper Partners Investment Baffinland’s Mary River Project LLC (Mongolia) (2011) (2006) (Japan) in relation to its purchase Company Ltd. (Bermuda) (2006) (2012) Nippon Steel Corporation of a 23.3% interest in Minas de (Japan) in its $22.5 billion merger Sumitomo Metal Mining Co., Inco (Canada) in connection with Revuboe, Limitada (Mozambique) Kinross Gold Corporation Xstrata Copper in its acquisition with Sumitomo Metal Industries Ltd. (Japan) and Sumitomo the $17.8 billion unsolicited bid by from Nippon Steel Trading Co. (Canada) in relation to the $220 of Tintaya’s copper mines in Peru Ltd. (Japan) (2012) Corporation (Japan) in its Vale (Brazil) (2006) – the largest Ltd. (Japan) for an undisclosed million sale of its 19% interest from BHP Billiton acquisition of a 45% stake in the Latin American M&A deal of amount (2010) in the Diavik diamond mine Antofagasta plc (U.K.) in the Sierra Gorda project in Chile 2006. The transaction made Vale, (Canada) to Harry Winston Xstrata Copper in its acquisition $350 million acquisition by from Quadra FNX Mining Ltd. already the global leader in iron Nippon Steel Corporation Diamond Corporation (Canada) of the Las Bambas copper Marubeni Corporation (Japan) (Canada) (2011) ore production, the second-largest (Japan) in its $350 million joint (2010) concession in Peru from the of a 30% interest in Minera mining company in the world. venture in Mexico with Ternium Peruvian government Antucoya (Chile), a greenfield Bucyrus International, Inc. S.A. (Mexico) for the manufacture Bluestone Coal Corporation (U.S.) copper project with an estimated (U.S.) in its $1.3 billion acquisition and sale of hot-dip galvanized in its $436 million acquisition by Kinross Gold Corporation capital cost of $1.6 billion (2012) of the mining equipment business and galvannealed steel sheets OAO Mechel (Russia) (2009) (Canada) in its $3.1 billion of Terex Corporation (U.S.) (2010) primarily to serve the Mexican acquisition of Bema Gold automobile manufacturing market Corporation (Canada) (2007) (2010) 6 7 Mining and Metals PROJECT DEVELOPMENT AND FINANCE &C has a unique position among international legal 7 OF THE 10 LARGEST-EVER MINING PROJECTS INVOLVED S&C DEALOGIC advisers in the mining and metals sector. We are the PROJECT NAME COUNTRY REPORTED SIZE YEAR S (US$ BILLIONS) leading law firm advising sponsors and borrowers worldwide.