Calgary Toronto Moscow Almaty Caracas Bogotá Rio de Janeiro October 5, 2011 MINE PERU:...

Calgary Toronto Moscow Almaty Caracas Bogotá Rio de Janeiro

October 5, 2011

MINE PERU: Dual-Listed Companies on TSX/TSX-V and BVL/BVL-V

Presenters: Jennifer Armstrong Patricia Prato-CasadoAssociate, Macleod Dixon LLP Associate, Macleod Dixon LLP

Phone: +1 (416) 203 4462 +58 (212) 276 0059Email: [email protected] [email protected]

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Overview The Toronto Stock Exchange http:/ / www.tsx.com Toronto Stock Exchange

Exchange I nformation

Established: Constituent Countries:

1852 Canada

Total Market Cap (Equity):

$1.1K

Primary Country: Number of Domestic IPOs ():

TSX, Inc. operates as a senior equities market in Canada.TSX, Inc. was formerly known as Toronto Stock Exchange, Inc. and changed its name to TSX, Inc. in 2002. The company was founded in 1852 and is based in Toronto, Canada. TSX, Inc. operates as a subsidiary of TSX Group, Inc.

Headquarters: P.O. Box 450 3rd Floor 130 King Street W. Toronto, ON M5X 1J2 Phone: 416-947-4670

Listings

The Toronto Stock Exchange

Source: Standard and Poors World Exchange

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Overview Bolsa de Valores de Lima (Lima Stock Exchange) http:/ / www.bvl.com.pe/ Bolsa de Valores de Lima

Exchange I nformation

Established: Constituent Countries:

1860 Peru

Total Market Cap (Equity):

$41.6

Primary Country: Number of Domestic IPOs ():

Bolsa de Valores de Lima S.A. offers securities trading services in Peru. Founded in 1860, Bolsa de Valores de Lima (BVL) is the stock exchange of Peru, situated in the capital Lima.

Headquarters: Pasaje Acuña 106 Lima 100 Phone: 51 1 619 3333

Listings

Lima Stock Exchange (“BVL” after its initials in Spanish)

Source: Standard and Poors World Exchange

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Peru: A Mining Center

• Peru is one of the world’s main Silver producers. Moreover it is the No. 2

producer of silver and copper in the world and in Latin America

• It is the No. 1 producer of gold, tin, zinc, lead, indium, tellurium, bismuth in

Latin America

• It ranks as the No. 2 zinc producer; No. 3 tin producer; No. 4 lead producer;

and No. 6 gold producer worldwide

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TSX and TSX-V Mining Companies

Source: InfoMine

TSX and TSX-V Mining Companies – Properties in Peru(August, 2011)

ExchangeTotal Number of

Mining Companies

Number of Mining Companies with

Properties in Peru

Number of Properties

TSX 366 38 113

TSX-V 1,258 59 158

Total 1,624 180 434

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Companies listed on the BVL

Source: web pages of BVL and BVL-V

Companies listed on the BVL (August, 2011)

There are 267 companies in total listed on the Lima Stock Exchange28 are regular mining companies 13 are junior mining companies

ExchangePercentage of Total Listed Companies that are Mining

Companies

Total Number of Mining

Companies

BVL (Regular) 10.48% 28

BVL-V (Junior – exploitation phase - miners)

4.86% 13

TOTAL 15.34% 41

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Regular Mining Companies listed on BVL

Source: web page of BVL

Regular Mining Companies (August, 2011)

• Amerigo Resources Ltd. • Minera Andina de Exploraciones S.A.A.

• AQM Copper Inc. • Minera Barrick Misquichilca S.A.

• Castrovirreyna Compañía Minera S.A. • Minera IRL Limited

• Compañía de Minas Buenaventura S.A.A. • Minsur S.A.

• Compañía Minera Atacocha S.A.A. • Perubar S.A.

• Compañía Minera Milpo S.A.A. • Shougang Hierro Peru S.A.A.

• Compañía Minera Poderosa S.A. • Sociedad Minera Cerro Verde S.A.A.

• Compañía Minera Raura S.A. • Sociedad Minera Corona S.A.

• Compañía Minera San Ignacio de Morococha S.A. • Sociedad Minera El Brocal S.A.A.

• Compañía Minera Santa Luisa S.A. • Southern Copper Corporation

• Fortuna Silver Mines Inc. • Southern Copper Corporation – Sucursal del Peru

• Fosfatos del Pacífico S.A. – FOSPAC S.A. • Sunset Cove Mining Inc.

• Gold Fields La Cima S.A.A. • Trevali Mining Corporation

• Marmoles y Granitos S.A. (MYGSA) • Volcan Compañía Minera S.A.A.

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Junior Mining Companies listed on BVL–V

Source: web page of BVL-V

Junior Mining Companies(August, 2011)

• Alturas Minerals Corp.

• Bear Creek Mining Corporation

• Candente Copper Corp. *

• Candente Gold Corp. *

• Inca Pacific Resources Inc.

• Luna Gold Corp.

• Panoro Minerals Ltd.

• Rio Alto Mining Limited

• Rio Cristal Resources Corporation

• Sienna Gold Inc.

• Sulliden Gold Corporation Ltd.

• Vena Resources Inc. *

• Zincore Metals Inc. *

* In process of entering the BVL / recently entered the TSX

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Interlisted Mining Companies – TSX / TSX-V and BVL / BVL-V

Source: web pages of TSX and BVL

Interlisted Mining Companies (August, 2011)

Alturas Minerals Corp. Panoro Minerals Ltd.

Amerigo Resources Ltd. Rio Alto Mining Ltd.

AQM Copper Inc. Rio Cristal Resources Corporation

Bear Creek Mining Sienna Gold Inc.

Candente Copper Crop Sulliden Gold Corporation

Candente Gold Corp. Sunset Cove Mining Inc.

Inca Pacific Resources Inc. Vena Resources Inc.

Fortuna Silver Mining Inc. Trevali Mining Corp.

Luna Gold Corp. Zincore Metals Inc.

Minera IRL Limited

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Canadian Regulatory Overview

● Canadian Securities Laws

Laws are largely harmonized through national instruments:

￭ Prospectus offerings￭ Exempt offerings (private placements) - applicable 4-month hold period for purchased

securities￭ Take-over bids￭ Continuous disclosure obligations￭ Corporate governance

Companies deal with a designated principal regulator

● Toronto Stock Exchange Rules

TSX Company Manual TSX Venture Exchange Corporate Finance Manual

● Corporate Laws

Company not required to be incorporated in Canada No requirement to have resident Canadian directors

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Peru Regulatory Overview

● Peru shows itself as having a friendly market environment for business

● There are no taxes or restrictions on short term or long term capital flows in or out of the

country

● The exchange rate is market driven and there are no taxes or restrictions to

buying/selling foreign currency in Peru

● Canada and Peru have signed 3 agreements effective August 1, 2009:

Canada-Peru Free Trade Agreement

Labour Cooperation Agreement

Agreement on the Environment

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The BVL

● Bolsa de Valores de Lima (BVL) is the only stock exchange in Peru. Moreover, it is the only one in

the region which has a Mining Venture Exchange

● The BVL is regulated by the Comisión Nacional Supervisora de Empresas y Valores – CONASEV

(Securities Exchange Commission)

● The BVL is a public company and its shares are traded on the Peruvian equity market

● Trading is conducted through an electronic system, which guarantees a transparent and efficient

market. IT IS THE ONLY STOCK EXCHANGE LINKED TO CDS, which makes for easy clearing and

settlement for dual-listed companies

● The SEC recognizes the BVL as a designated offshore securities market under “S” regulations

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The BVL–V

● The BVL-V is the venture market specially designed for mining companies

● It is the only Venture Exchange segment in Latin America

● It is only for mining companies in the prospecting phase

● It provides liquidity through stock sales

● The BVL-V is a segment based on high international standards (AIM, TSX-V, ASX)

● It provides attractive investment options

● Once your company is listed on the BVL-V it can be easily listed on the BVL, Peru’s regular stock market

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Practical differences for BVL companies interested in listing on the TSX

● Peruvian companies wishing to achieve a TSX listing or interested in raising capital should be

prepared for a greater volume and complexity of legal documentation

● TSX listings and Canadian capital raisings involve lawyers to a far greater degree than in Lima

(even for routine placements), since transactions are “lawyer-driven”, due to Canadian stock

exchange and securities regulation

● There are differences in documentation required for TSX and BVL listings

● TSX requires that the Board have independent directors, and directors with experience in Canadian

capital markets

● Increased costs in terms of management time, frequent travel to Canada, and additional resources

to list as a TSX entity, should be contemplated

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● Market sentiment: Certain North American investors may be more attracted to a company with a "local" listing

● Access to capital for growth: BVL does not provide access to the levels of investment capital that are available on the TSX

● Heightened company profile: Increased press coverage and analyst's reports, helping to maintain liquidity of shares

● Objective market value: Potential re-rating or revaluation of the company

● Increased liquidity

● New market for shares

Advantages of listing on the TSX and the TSX–V

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Advantages of listing on the BVL and the BVL–V

● Peruvian investors have an appetite for locally-listed companies

● BVL has streamlined its processes to match the TSX / TSX-V more than other international exchanges (AIM, ASX, Johannesburg)

● Favorable economic conditions and a rapidly growing globalization process

● Local industry knowledge

● Secure funding for the exploration phase through the BVL-V, allowing you to save other sources of funding for other phases of the mining process

● Enjoy the benefit of having the shares of your company listed in two different stock markets at the same time, following a simplified procedure

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● If your company is already listed on TSX, you may list on BVL without making a Primary Public Offer

● On-going expenses - underwriting, legal (all applicable jurisdictions), audit, registrar and transfer fees, fees to stock exchanges, fees to securities regulators

● Corporate governance more complicated since issuer is listed in multiple jurisdictions

● Continuous disclosure obligations and regulatory compliance

● Dual-listings help to increase companies’ liquidity in their main market

● Check to see if there are exemptions under various rules for foreign issuers

Doubling Up: The TSX / TSX-V and BVL / BVL-V

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● MILA - after its initials in Spanish - is the Integrated Latin American Market formed by the BVL and the Colombian and Chilean Stock Markets - “Bolsa de Valores de Colombia (“BVC”)” and “Bolsa de Comercio de Santiago (“BCS”)”

● It started functioning on May 30th, 2011, pursuant to Resolution 107-2010, issued by CONASEV on October 29, 2010

● MILA is the largest market in the region in number of issuers, the second largest in market capitalization and third in terms of trading volume after Brazil and Mexico

● The listing is automatic for an issuer listed on the BVL, at its request

● Any investor able to invest in its local market, can do so through MILA without additional requirements

● It allows the issuer to: have access to a wider market, expand demand for its own financing by attracting the interest of more investors, and reducing capital costs for companies

● Ensures harmonization of practices, standards and market regulations with the realities of a globalized market

● Markets are access through an automatic and international routing model

● Technology strengthening implementation of international standards

● Recognition of securities/foreign issuers (integrated market) for public offering in the three markets

Doubling Up: MILA Integrated Market

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● Each Exchange continues to manage its own market. Moreover, the negotiations are conducted according to the rules of the market where the securities are listed. The exchanges manage accounts according to the rules where the shares are listed

● Supervision of issuers is the responsibility of the authority of the country in which the respective issuer and/or security (i.e. in Peru, CONASEV) is listed

● Relevant information or events of importance of the issuers must be simultaneously available to all market participants of the integrated market, pursuant to the rules of its primary market

● MILA provides different options for investors, since BCS is strong in commercial and energy stocks, BVL has a solid reputation in the mining sector and BVC is well known for petroleum and holding companies

● Transactions are performed in local currencies (Colombian pesos / Peruvian soles / Chilean pesos)

● The relationship of intermediaries in each country will be with the local Exchanges, with local deposits and local authorities

● In order for a Colombian or Chilean intermediary to have access to the Peruvian shares traded on MILA, subscription service agreements with local intermediaries are required

● Foreign investment treatment makes it easier for capital flows among the markets

Doubling Up: MILA Integrated Market (cont.)

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Integrated Shares Market trade: US$250-$300 Million daily

MILA Trading Volume

Daily Average Trading Chile Colombia Peru Total

US$ 1,000,000 28 19 2 51

US$ 500,000 36 20 2 58

US$ 100,000 40 33 24 97

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Listing foreign securities on BVL–V already listed on TSX–V

● The mining companies already listed on TSX-V, pursuant to Section 314 (b) of the Corporate Manual

issued by the TSX, are deemed Junior Mining Companies Category II by the BVL-V, and therefore the

submission requirements for such companies to list their securities on BVL-V are less strict and very

straightforward

● The securities of a Junior Mining Company Category II will be automatically listed on the BVL, upon

request by the issuer or a stock exchange agent, and after complying with certain requirements,

and verifying that the securities are indeed traded on TSX-V

● The BVL will be responsible for facilitating access to the public information system which provides

the information submitted by the Junior Company to the TSX-V

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• Information of the Issuer: commercial denomination of the issuer, date of incorporation,

domicile, country of origin, main economic activity and area of business, total amount of

shareholders, capital stock paid expressed in local and foreign currency

• Information on the securities to be listed: nominal value, rights conferred, international

securities identification number (“ISIN”), mnemonic, the exchange on which they are listed, and

they type of right pending payment, and information regarding the custodian institution of such

securities

• Information about the Company's Representatives: of the individuals authorized to act on the

name of the company before the BVL during the term of the listing (who shall be domiciled in Peru);

and of those persons authorized to file for the listing. A copy of the power of attorney granting such

authorizations is required

Requirements for listing foreign securities on the BVL–V that are already listed on the TSX–V

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• Information regarding the title over the Qualified Property: Sworn Affidavit issued by the

Company declaring the type of ownership over the qualified property, whether direct or indirect

• Corporate authorizations issued by the Company: to incorporate the securities into the stock

trading system of the BVL, and to comply with the rules and regulations of the BVL

• Sworn Affidavit staying that all the information submitted to the TSX-V is available, real time,

through a web site to which the public can have access, and provide such address

Requirements for listing foreign securities on the BVL–V that are already listed on the TSX–V (cont.)

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• Sponsor Reports: The Sponsor shall submit the following documents: (i) Report regarding the

restrictions to transfers affecting the holders of the securities to be listed, and the conditions, as

applicable, and (ii) Listing Report which consists of a general overview of the business of the

company, the proposed transaction, the business plan, the main contracts and agreements, the

capacity of the directors and managers, and the result from the evaluation on the working capital

requirement, and (iii) Declaration that the company meets all the requirements pursuant to

Peruvian law to list their securities on the BVL-V

• All information required by the TSX-V, at the same time required by such markets

• Pay the required listing fees and maintaining fess Junior companies are required to pay a fee depending on the number of shares they would list. The maximum amount required

to be paid for the initial listing is S/. 23,100, which gives the company the right to list any amount of shares they want. The

maximum amount required to be paid as maintenance fee is S/.825

Regular mining companies are required to pay an initial listing fee and maintenance fee depending on the number of shares

they will list and the amount of capital stock registered with the BVL

Requirements for listing foreign securities on the BVL–V that are already listed on the TSX–V (cont.)

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Requirement TSX/TSX-V BVL

Material Change Report File within 10 days of a material change File as soon as the change takes place, at least 1 business day after the change has been agreed upon. These include: (i) amendments to the by-laws, (ii) distribution of profits, (iii) dividend policy, (iv) mergers and acquisitions, (v) change of directors, (vi) reduction or increase of capital stock, among others

Early Warning Reports Shareholder to immediately notify market when shareholdings reach 10% and thereafter every time an additional 2% is acquired

Company must notify within 5 days of the transaction when: (i) a company’s director or manager, and their family, acquire 1% or more of the stocks issued; and (ii) a person acquires 10% or more of the stock issued

Significant Acquisition Report Business acquisition report filed within 75 days of acquisition if latter passes one of three tests for significant acquisition

Business acquisitions must be reported the next business day after the agreement is executed. If deemed appropriate, the company can petition for an exemption to report, under the reserved information criteria, in which case 3/4 of the directors or shareholders must agree to do so

Communications with Shareholders Management information circular and form of proxy to be filed and delivered to shareholders in connection with shareholder meetings

5% of the voting shares of the total capital stock of the Company can call shareholders´ meetings. Requirement to publish a circular calling the shareholders´ meetings at least 25 days prior to the date of the meeting

Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX–V vs. BVL / BVL–V

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Requirement TSX / TSX – V BVL

Annual Information Form TSX: File within 90 days of end of financial yearTSX-V: Not required; if prepared, file within 120 days of end of financial year

File audited individual and consolidated financial statement the next day after being approved or before April 15 of each year.If failing to comply, the Commission can perform an inspection in the offices of the Company

CEO & CFO Certification Concurrently with annual and quarterly filingsCEOs and CFOs required to certify that the financial statements, together with other financial information included in their companies’ filings “fairly represent” in all material respects the financial condition, results of operations and cash flows of the issuer

Legal Representative and Licensed Statutory Auditor must certify the Financial Statements submitted

Interim Financial Statements File interim financials and related MD&A on or before earlier of (i) 45 days (60 days for TSX-V) from end of the interim period, and (ii) date of filing in foreign jurisdiction

File quarterly financials, the day after their approval or within 30 days, including: (i) Balance Sheet, (ii) P&L, (iii) Statement of changes in equity, (iv) Cash flow statements, and (v) BOD´s reports

Comparison of Continuous Obligations for Maintaining Listing on TSX / TSX–V vs. BVL / BVL–V (cont.)

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Annual Financials File financial statements and MD&A on or before the earlier of (i) 90 days (120 days for TSX-V) from the end of financial year (concurrent with AIF for TSX), and (ii) the date of filing in foreign jurisdiction

File audited individual and consolidated financial statement the next day after being approved or before April 15 of each year

Insider Reporting Insiders (directors, officers and 10% shareholders) to file an insider report within 10 calendar days after becoming an insider and within 10 calendar days after any subsequent transaction; reporting deadline was shortened to 5 calendar days as of April 30, 2010

N/A

Insider Trading Prohibition against trading with knowledge of undisclosed material fact or material change; restrictions on trading by persons in “special relationships”

Directors, Managers and Shareholders, and their family, shall not: (i) reveal privileged information to third parties, (ii) recommend / advise third parties on transactions they have knowledge of, (iii) use privileged information for their own benefit or third parties connected to them


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Audit Committee TSX requires fully independent audit committee, TSX-V does notAn independent director is a person who: (i) is not a member of management and is free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director's ability to act in the best interest of the issuer; and (ii) holds 10% or less of the votes attaching to all issued and outstanding securities of the issuer

External Audit Committees are required and at least 1 annual audit must be performed.

The Statutory Auditors must be registered before the Sole Auditory Registry of Companies

Technical Reports Form 43-101F1 technical report required to be filed upon becoming a reporting issuer in Canada; an issuer incorporated or organized in a foreign jurisdiction may file a technical report that utilizes the mineral resource and mineral reserve categories of the JORC Code if a reconciliation to the mineral resource and mineral reserve categories in NI 43-101 is disclosed in the technical report

BVL: Obligation to submit a Geological Report of the property where the resources obtained from the issuance would be invested (for High Risk Capital Companies)BVL-V: Code Reporting of Mineral Resources and Ore Reserves (similar to CIMVal 2001 Canada)


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Share Compensation Plan Disclosure

Annually disclosure and shareholder approval required for plan and/or amendments to plan

Obligation to submit annually the Principles of Good Corporate Governance to be applied

Notice and Approval of New Issuances

For all new issuances of securities; TSX issuers exempt for issuances of unlisted, non-voting, non-participating securities

CONASEV must approve all new issuances of shares and securities

Security Holder Approval TSX: Required if the transaction materially affects control of the issuer or provides consideration to insiders in aggregate of 10% or more of the market capitalization of the issuer and has not been negotiated at arm's length; TSX will also consider the effect that the transaction may have on the quality of the marketplaceTSX-V: Required in connection with certain specified transactions (e.g. RTOs), including any transaction that results in the creation of a new "control person"; approval also required for various matters related to the approval of or amendments to an issuer's stock option plan

CONASEV must approve any acquisition performed with the intention of acquiring a significant participation – direct or indirect - through 1 or more acts


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Requirement TSX / TSX – V BVL-V

Other Directors must have experience in the Canadian capital market

At least one of the Directors or of the members of the Management Team must have mining experience

Company must be the owner of the mining property or at least have an option contract granting an exclusive right to explore such property

Special requirements for Junior Companies

• Minimum: (i) number of shares with voting rights owned by public shareholders without restrictions to their free transfer, (ii) number of public shareholders with at least one block of shares without restrictions to their free transfer, (iii) percentage of outstanding shares issued which are owned by public shareholders


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Requirement TSX / TSX – V BVL-V

Special requirements for Junior Companies (cont.)

• Maintain ownership of their assets• Maintain their active mining company status• Carry out exploration work, preventing interruptions• Have incurred in exploration and development

expenses worth at least US$ 40,000 in the past 12 months

• Have a working capital and financial resources necessary to cover overhead and administrative expenses for the following 6 months with the minimum amount being US$ 40,000

• Posses a market value of its shares owned by public shareholders without restrictions to their free transfer of at least US$ 75,000

• Have an active sponsor authorized by the BVL• Have listed on BVL-V the same securities listed on

TSX-V


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Exemptions for Foreign Issuers under Canadian Law

• National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign

Issuers

An issuer that qualifies as a Designated Foreign Issuer (a "DFI") will receive relief from certain

Canadian disclosure requirements

If there are de minimus securities owned, directly or indirectly, by Canadian residents (<10%),

and the issuer is subject to foreign disclosure requirements in a designated foreign jurisdiction

(such as Lima), the issuer will qualify as a DFI

Exempt from requirement to prepare Canadian forms of: Material Change Reports; financial

statements and MD&A; AIFs; Business Acquisition Reports; Management Information Circulars;

and Early Warning Reports, provided, among other things, that the issuer (i) complies with its

foreign disclosure requirements relating to such documents, and (ii) complies with applicable

Canadian filing obligations and shareholder delivery requirements

DFI status does not relieve issuer from all Canadian securities law obligations (e.g.

qualification of auditors, certification of financial statements, obligation to notify of change in

corporate structure)

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• Issuer required to disclose to its shareholders, at least once a year, that it is a DFI subject to the

requirements of a foreign regulatory authority

• Determinations on DFI status are made at the start of each financial year (i.e. the exemption lasts for

one year)

• Interlisted issuers with 75% of trading value and volume on an exchange other than the TSX will be

exempt from certain requirements concerning security holder approvals, private placements and

security-based compensation arrangements

Exemptions for Foreign Issuers under Canadian Law (cont.)

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• Requirement to file technical report triggered: (i) by new previously undisclosed scientific or

technical material information about any of the issuer's material properties prior to the filing of a

document listed below, or (ii) by a material change to information contained in a previously issued

technical report is discovered between the filing of a preliminary prospectus and the filing of the

final prospectus

• A technical report must be filed at the same time an issuer: (i) becomes a reporting issuer, (ii) files

a short form or long form prospectus, (iii) files an information circular in relation to the acquisition

of a mineral property, (iv) or files an AIF that includes previously undisclosed scientific or technical

material information

• Technical report must also be filed within 45 days following the issuance of a news release that

includes previously undisclosed scientific or technical material information which represents a

material change

National Instrument 43 – 101 - Standards of Disclosure of Mineral Projects

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National Instrument 43 – 101 - Standards of Disclosure of Mineral Projects (cont.)

• Scientific and technical data must be prepared by a “qualified person” (as defined in NI 43-101)

• Technical report must be prepared in format required by NI 43-101 and must use definition standards

from the Canadian Institute of Mining & Metallurgy ("CIM") to report quantities and grades of

“mineral resources” – inferred; indicated; measured – and “mineral reserves” – probable; proven

• Issuer may make disclosure and file a technical report that utilizes the mineral resource and mineral

reserve categories of the JORC Code if such disclosure includes statement that the report was

prepared in using the guidelines of the JORC Code, and that the categories used are directly

comparable with the classifications of the CIM

• NI 43-101 does not permit inferred mineral resources to be added to other categories of mineral

resources

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Technical Reports: TSX and TSX–V

TSX Company Manual

• Appendix B: Disclosure Standards for Companies Engaged in Mineral Exploration, Development and

Production

TSX Venture Exchange Corporate Finance Manual

• Appendix 3F Mining Standards Guidelines

• Appendix 3E News Release Guidelines

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Requirements for Peruvian Mining Companies

• Must submit a list containing the identified mineral substances on the qualified property

• Must submit a Geological Report of the property where the resources obtained from the issuance

would be invested. Such report must contain the recommendations for exploration and development

of the project. It must also be prepared in accordance with the Code of Standards to Inform regarding

Mineral Resources and Mine Reserves, approved by the BVL

• Must be the owner of the mining property or at least have an option contract granting an exclusive

right to explore such property

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Requirements for Peruvian Mining Companies (cont.)

Mining Companies must submit the following requirements before the Peruvian Ministry of Mines:

• Consolidated Annual Declaration informing the Ministry about the mining activities performed

the previous year. This declaration will be used to classify the mining company as Big and

Medium Size Mines, Small Size Mines, and Artisan Mines; evaluating their impact on the

national economy. If the Company fails to comply with this requirement, a fine of between 1

and 6 applicable tax units will be applied

• Monthly Reports of: (i) Production and (ii) Statistics of Accidents must be submitted before the

Ministry. Such reports must be submitted 10 days after the month has concluded

• Declarations of: (i) planned and (ii) executed investments per month. Such declarations must

be submitted 10 days after the month has concluded

• Obligation to pay annually the validity right (“derecho de vigencia”), which grants the right to

exploit the mine

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Technical Reports: BVL / BVL–V

Code for Reporting of Mineral Resources and Ore Reserves

• The Code is a required minimal standard for public reporting. It is required to report on exploration

results, mineral resources or ore reserves, prepared for the purpose of informing investors or

potential investors and their advisers. This includes a report to satisfy regulatory requirements

before regulatory authorities.

• Companies must disclose relevant information concerning the status and characteristics of a

mineral deposit which could materially influence the economic value of that deposit; as well as on

any material change in its Mineral Resources or Ore Reserves

• The estimation must be performed by a qualified person who is authorized as so by the Engineer

School of Peru

• Public reports concerning Mineral Resources or Ore Reserves should include a description of the

type of deposit and the nature of the mineralisation

• The difference among inferred mineral resource, indicated mineral resource, and measure mineral

resource shall be properly indicated, as well as among probable ore reserve and proved ore reserve

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Peruvian Mining Laws

• Comply with the assigned minimum production. E.g.: a Small Size Mine shall produce: U$ 50.00

yearly per acre; while an Artisan Mine shall produce US$ 25.00 yearly by acre

• Mining companies shall present/submit environmental assessments (“EA”) or environmental impact

statements (“EIS”), per project and at the beginning of such project, and these shall be approved or

rejected within 90 days

• It is required to submit a new EA or EIS if the project suffers changes, modifications, expansions,

differences, as well as if it is relocated to another location

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Important Links

Rules on the High Risk Capital of the Lima Stock Exchange Stock:

http://www.bvl.com.pe/Juniors/ReglamentoMod2005.pdf

Law that Regulates the Peruvian Stock Market:

http://www.bvl.com.pe/decreto_legis1.jsp?idioma=E

Rules of Important Acts, Privileged Information and other Publications:

http://www.bvl.com.pe/reglamento_hechos_imp.html

Companies currently listed in the Lima Stock Exchange:

http://www.bvl.com.pe/emp_listado_todas.jsp

TMX Dual-Listing Guide for International Public Companies:

http://www.tmx.com/en/pdf/DualListingGuide.pdf

42

Calgary, Toronto

Caracas, Venezuela Moscow,

Russia

Almaty

Rio de Janeiro,Brazil

Macleod Dixon’s Offices

Macleod Dixon LLP is a global law firm with offices in seven key centers of the energy

industry: Canada (Calgary and Toronto), Venezuela, Colombia, Brazil, the Russian

Federation and Kazakhstan. Ten lawyers from Macleod Dixon are ranked as leading

practitioners by Who's Who Legal, Mining 2011 - the highest number of any Canadian-

based firm.

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