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 2007-2017: U.S. LAW FIRMS Ranked by value ($ billions) Sullivan & Cromwell — $441 2nd ranking — $385 3rd ranking — $266 4th ranking — $222 5th ranking — $199 6th ranking — $177 MINING AND METALS M&A RANKINGS 2007-2017: GLOBAL FIRMS Ranked by value ($ billions) 1st ranking — $537 2nd ranking — $458 Sullivan & Cromwell — $441 4th ranking — $401 5th ranking — $385 6th ranking — $370 Source: Thomson Reuters, December 2017 Data include representations of principals and financial advisers 5 Mining and Metals MERGERS & ACQUISITIONS continued SELECTED MINING AND METALS M&A TRANSACTIONS Minsur (Peru) in its $200 million Nippon Steel & Sumitomo The Energy & Mineral Group sale of a 40% stake in Cumbres Metal Corporation (Japan) in (U.S.) in the joint venture between Andinas (Peru), its subsidiary that connection with its subsidiary its affiliate, Nunavut Iron Ore, owns Marcobre and the Mina Justa Osaka Steel Co., Ltd.’s (Japan) and ArcelorMittal through an copper project, to Inversiones pending acquisition of Tokyo increase in interest in Baffinland Alxar, a subsidiary of Empresas Kohtetsu Co., Ltd. (Japan) (2015) Iron Mines Corporation, making Copec (Chile) (2018) a capital contribution and an Sumitomo Metal Mining Co., increase in its share of the Coronado Coal Group (U.S.), as Ltd. (Japan) and Sumitomo equity funding commitments for U.S. and financing counsel, in its Corporation (Japan) in connection Baffinland’s Mary River Project A$700 million acquisition of the with Lundin Mining Corporation’s (2012) Curragh coal mine in Queensland, (Canada) $1.8 billion acquisition Australia from Wesfarmers of 80% of the Candelaria project in Bluestone Coal Corporation Limited (Australia) (2017) Chile (2014) (U.S.) in its $436 million acquisition by OAO Mechel Sumitomo Metal Mining Co., Nippon Steel & Sumitomo (Russia) (2009) Ltd. (Japan) in its $1 billion Metal Corporation (Japan) in acquisition of an additional 13 its $1.78 billion acquisition with China Vanadium Titano- percent interest in the Morenci ArcelorMittal SA (Luxembourg) Magnetite Mining Company copper mine operated by Freeport- of ThyssenKrupp Steel USA, LLC Limited (Hong Kong) in relation McMoRan Inc. (U.S.) (2016) (U.S.) (2013) to its proposal for privatization of the company by way of a scheme Coronado IV LLC (U.S.), a Anglo American plc (U.K.) in of arrangement to be made by the portfolio company of The Energy the sale of its 70% interest in company’s controlling shareholder, and Minerals Group, in its $420 the Amapá iron ore operation in Keen Talent Holdings Ltd. (Hong million acquisition of Buchanan Brazil to Zamin Ferrous Limited, Kong), a wholly owned unit of Mine in southwestern Virginia and a private international mining Trisonic International Ltd. (Hong certain other metallurgical coal group founded by Pramod Agarwal Kong) (2012) reserves from CONSOL Energy (2013) Inc. (U.S.) (2016) CST Mining Group Limited Anglo American plc (U.K.) in the (Hong Kong) in the $505 million G-Resources Group Limited $1.28 billion sale of its remaining sale of its 70% stake in Marcobre, (Hong Kong) in its sale and 11.4% interest in AngloGold the project company which purchase agreement with a Ashanti Limited (South Africa) to operates the Mina Justa copper consortium led by EMR Capital investment funds associated with mine in Peru, to Cumbres Andinas (Australia) and Farallon Capital Paulson & Co. (U.S.) (2009) S.A. (Peru), a subsidiary of Minsur (U.S.) pursuant to which S.A. (Peru) (2012) G-Resources has agreed to dispose Anglo American plc (U.K.) in its of its interest in the Martabe $5.5 billion acquisition of certain Alcan Inc. (Canada) in its $43 gold and silver mine in Indonesia assets of MMX Mineração e billion acquisition by Rio Tinto plc and certain of its subsidiaries for Metálicos (Brazil) from Mr. Eike (U.K.) (2007) $775 million (2015) Batista (2008) Nippon Steel Corporation (Japan) in its $22.5 billion merger with Sumitomo Metal Industries 6 Ltd. (Japan) (2012) Antofagasta plc (U.K.) in the $350 Lihir Gold Ltd. (Papua New Mitsui & Co., Ltd. (Japan) in its million acquisition by Marubeni Guinea) in its $8.9 billion $1.1 billion acquisition from Vale Corporation (Japan) of a 30% acquisition by Newcrest Mining S.A. (Brazil) of a non-controlling interest in Minera Antucoya Ltd. (Australia) (2010) stake in the Bayóvar phosphorus (Chile), a greenfield copper project ore project (Peru) and the entry with an estimated capital cost of Kinross Gold Corporation into a joint venture with Vale and $1.6 billion (2012) (Canada) in its C$7.4 billion The Mosaic Company (2010) ($7.2 billion) acquisition of Red Barrick Gold Corporation Back Mining Inc. (Canada) (2010) Mitsui & Co. (USA), Inc. (U.S.) in (Canada) in its $7.7 billion the sale of its interest in TAMCO acquisition of Equinox Minerals Kinross Gold Corporation Steel (U.S.) to Gerdau Ameristeel Limited (Australia) (2011) (Canada) in relation to the $220 Corporation (U.S.) in conjunction million sale of its 19% interest in with shareholders Ameron (U.S.) Nippon Steel Corporation the Diavik diamond mine (Canada) and Tokyo Steel (Japan) (2010) (Japan), the largest shareholder to Harry Winston Diamond of Usinas Siderurgicas de Minas Corporation (Canada) (2010) Mitsui & Co. (USA), Inc. (U.S.) in Gerais S.A. (Usiminas) (Brazil), relation to a 50/50 joint venture in the $2.37 billion acquisition Kinross Gold Corporation with Nucor Corporation (U.S.) by an investor group comprising (Canada) in its $3.1 billion intended to serve as a platform to Ternium SA (Argentina), Siderar acquisition of Bema Gold establish steel-related projects in (Argentina) and Confab Industrial Corporation (Canada) (2007) North America and globally (2010) S.A. (Brazil) of an approximately Nippon Steel Trading Co. Ltd. 28% stake in Usiminas (2012) Nippon Steel Corporation (Japan) in its $1.3 billion merger (Japan) in relation to its purchase China Aluminum International with Sumikin Bussan Corp. of a 23.3% interest in Minas de Trading Co., Ltd. (China), through (Japan), to form a new company Revuboe, Limitada (Mozambique) its wholly owned subsidiary, (2013) from Nippon Steel Trading Co. Ltd. Chalco Trading Hong Kong, in (Japan) for an undisclosed amount Inco (Canada) in connection with its long-term coal supply and (2010) the $17.8 billion unsolicited bid by purchase agreement with Erdenes Vale (Brazil) (2006) – the largest Tavan Tolgoi JSC (Mongolia) and Nippon Steel Corporation Latin American M&A deal of Erdenes MGL LLC (Mongolia) (Japan) in its $350 million joint 2006. The transaction made Vale, (2011) venture in Mexico with Ternium already the global leader in iron S.A. (Mexico) for the manufacture Sumitomo Metal Mining Co., ore production, the second-largest and sale of hot-dip galvanized and Ltd. (Japan) and Sumitomo mining company in the world. galvannealed steel sheets primarily Corporation (Japan) in its to serve the Mexican automobile Xstrata Copper in its acquisition acquisition of a 45% stake in the manufacturing market (2010) of the Las Bambas copper Sierra Gorda project in Chile concession in Peru from the from Quadra FNX Mining Ltd. Antofagasta plc (U.K.) as seller Peruvian government (Canada) (2011) in Marubeni Corporation’s (Japan) $1.3 billion acquisition of Xstrata Copper in its acquisition Bucyrus International, Inc.