June 2010, Volume 2 | Issue 2

At the same time that many mining companies of all sizes andnationalities continue to benefit from a general improvement(however tentative) in the global economy, they also facechallenges from the collapse or near-collapse of a seeminglyendless variety of “too-big-to-fail” entities — and, more recently,of governments. Recently announced tax initiatives, licenceterminations, and court- or government-ordered expropriationsoverseas also point to a period of political and regulatoryuncertainty. Against this backdrop, the themes of this issue ofMining Prospects are understanding the landscape and preparingfor challenges and opportunities.

This issue includes articles describing proposed changes toCanadian disclosure requirements for mineral projects andproposed Canadian federal legislation seeking to imposestandards of conduct for Canadian mining companies operatinganywhere in the world. This issue also includes articles providing

guidance on two very different M&A scenarios; one being how torespond to a “bear hug” letter from a potential hostile bidder, andthe other being tips for successfully structuring transactions withChinese investors. In addition, we have included a short versionof a larger article summarizing recommendations for buildingboards of directors as the fundamental underpinning for goodcorporate governance.

Our two principal goals for Mining Prospects are to update you ondevelopments of interest to mining companies and their advisors,and to provide you with guidance on how to address variouschallenges and opportunities in the life cycle of mining companies.Please continue to give us your suggestions and requests forfuture topics, so that we can make Mining Prospects as useful aspossible for our readers.

Brian Graves and Gary Litwack (Editors)

We welcome you to our June 2010 issue of Mining Prospects, the periodical of our Global Mining Group.

M I N I N G P R O S P E C T S

In This Issue

Two CSA Updates Mining Disclosure Rules

Five Mining Law Update: Bill C-300

Six Important Considerations for Canadian CompaniesDealing with Chinese Investors

Eight How to Handle a “Bear-Hug” Letter

Ten CCGG Releases New Guidelines for Building High-Performance Boards

Eleven Regulatory Roundup

Fifteen Recent McCarthy Tétrault Mining Engagements

Seventeen Global Mining Group Key Contacts

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The Canadian Securities Administrators (CSA) recentlyreleased for a 90-day comment period proposed changesto National Instrument 43-101 Standards of Disclosurefor Mineral Projects (NI 43-101). The proposed changesdo not reflect any major policy shift. Instead, theystreamline and clarify certain disclosure requirements toreflect experience with the instrument as well as developments in the industry and capital markets thathave occurred since NI 43-101 was originally introduced.Overall, the proposed changes represent a commendableattempt to balance the cost of compliance with regulatoryeffectiveness.

While the volume of changes is substantial, and a detailedunderstanding of their full impact (intended and unintended) willonly become apparent through practical application, the followingis a brief summary of those changes that appear to be of mostinterest to a broad audience.

Broader Acceptance of Foreign Standards and ProfessionalsCurrently, NI 43-101 permits foreign companies, as well asCanadian companies with mineral properties abroad, to disclosereserves and resources using any of the Joint Ore ReservesCommittee (JORC), Securities and Exchange Commission (SEC),Institute of Materials, Minerals and Mining (IMMM), or SouthAfrican Code for Reporting of Mineral Resources and MineralReserves (SAMREC) classifications as an alternative to the NI 43-101-mandated Canadian Institute of Mining (CIM) classifications,provided that such disclosure includes a reconciliation betweenthe foreign and CIM classifications. The proposed changes willadd the Chilean and Pan-European classifications to the list ofspecified international classification systems that are acceptable,and will also permit the use of any other internationalclassification system that is “generally accepted in a foreignjurisdiction” and that defines resources and reserves in a manner consistent with the CIM classification. In addition, the reconciliation requirement will be removed.

In order for a foreign geologist or engineer to be recognized as a

qualified person (QP), NI 43-101 currently requires that person tobe a member of one of the foreign professional associations listedin a schedule to the instrument. The proposed changes willremove the schedule and instead require membership in a foreignassociation that “is generally accepted within the internationalmining community as a reputable professional association” andthat has a membership designation with certain objectivestandards, including holding a university degree or equivalent.

These proposals for broader recognition of foreign standards andprofessionals reflect both the increasing globalization of the industry andan attempt to replace prescriptive lists with objective tests so as to provideflexibility to accommodate the continuing evolution of the industry.

Disclosure of Historical Estimates — Property AcquisitionsA particularly problematic area under the current NI 43-101 is thedisclosure of historical resource estimates in the context of theacquisition of a mineral property. The acquiror generally wishes to disclose the historical resource information at the time itannounces the acquisition, but may not have had sufficient timeand resources to update this historical information to NI 43-101standards. If the historical information is not NI 43-101-compliant,it can only be disclosed if it satisfies the definition of historicalestimate, which requires that it have been prepared prior toFebruary 1, 2001. Estimates made after February 1, 2001 that arenot NI 43-101-compliant cannot be disclosed. Disclosure by theacquiror of post-February 1, 2001 estimates that are NI 43-101-compliant triggers a requirement for the acquiror to file atechnical report within 45 days following the disclosure, adeadline that is frequently impossible to meet.

The proposed changes represent a practical compromise. First,the definition of “historical estimate” will be broadened to includeany estimate prepared before the acquiror acquired, or enteredinto an agreement to acquire, the property, and that the acquirorhas not verified. Second, if the historical estimate is supported by a technical report previously filed by the vendor, and if theacquiror is not aware of any new information that would make the historical information misleading, the acquiror will have six

CSA Updates Mining Disclosure Rules

By Richard Miner (Toronto)

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months (as opposed to the current 45 days) in which to file itsown technical report verifying or updating the historical estimate.

Royalty HoldersAnother awkward area of NI 43-101 has been the very limitedexemption provided when a royalty holder is required to file atechnical report. Typically, the technical report requirement istriggered when a royalty holder first becomes a reporting issuer inCanada or subsequently files a prospectus or annual informationform. In many cases, the royalty holder will not have a right toaccess the property or the detailed information about the propertyrequired to be included in a technical report, and operators aregenerally reluctant to grant such access.

Currently, NI 43-101 provides relief to a royalty holder only withrespect to those items of the technical report that require dataverification, personal inspection or document review — and thenonly if the royalty holder has requested but has not receivedaccess to the site and data from the operating company.Recognizing that in most cases NI 43-101-compliant disclosure onthe properties in question is already made by the operator, theproposed changes will exempt a royalty holder from having to filea technical report on a particular property in respect of scientificor technical information that has been disclosed by the operator ifthe operator is either subject to NI 43-101 or is a producing issuerlisted on a specified foreign exchange and discloses its reservesand resources under an acceptable foreign code.

Technical Report for Short Form ProspectusCurrently, NI 43-101 requires that a technical report be filedconcurrently with the filing of a preliminary short formprospectus that contains material technical information about aproperty material to the issuer unless that information is alreadycontained in a previously filed technical report. Given the timenecessary to prepare a technical report, this requirement can bea considerable impediment to an issuer benefitting from the shorttimeline under which short form prospectus offerings (particularlybought deals) can be carried out. Accordingly, the CSA isconsidering, but has not yet proposed, removing or limiting thecurrent requirement to file a technical report with a short formprospectus, and is requesting specific comment from issuers and investors on this question.

The CSA requests comments on each of the following threescenarios, all of which assume the filing of a short form

prospectus that includes material technical information about a project material to the issuer that is not supported by apreviously filed technical report:

Scenario 1: The new information is not a material change inthe affairs of the issuer.

Scenario 2: The new information (such as disclosure of drillingresults) is a material change but is not first-timedisclosure of, or a material change to, mineralreserves or resources or a preliminary assessment.

Scenario 3: The new information is a material change and isalso first-time disclosure of, or a material changeto, mineral reserves or resources or a preliminaryassessment.

In all three scenarios, NI 43-101 currently requires the issuer tofile a technical report with its preliminary short form prospectus.The CSA is asking investors to comment on whether they rely ontechnical reports when making investment decisions in a shortform prospectus offering and whether they favour keeping oreliminating the technical report in each of the three scenarios.Depending on the responses the CSA receives, and subject to its further deliberations, the final changes to NI 43-101 couldeliminate the current requirement to file a technical report tosupport a short form prospectus altogether or restrict it to oneor two of the three scenarios.

If the short form prospectus trigger is eliminated or restricted,the CSA proposes to include guidance for issuers in the revisedCompanion Policy to the effect that in order to ensure the issueris complying with its obligations to make full, true and plaindisclosure, the issuer should clearly identify the new materialtechnical information as such in its prospectus and also statethat this new information is not supported by previously filedtechnical reports.

Additional Exemptions for Producing IssuersProducing issuers (i.e., those having revenue from miningoperations of at least $30 million in the most recent year andaggregate revenue of $90 million over the most recent threeyears) currently are exempt from the requirement to fileindependent technical reports, except for a technical report filedon first becoming a reporting issuer in Canada or in connectionwith a long form prospectus or a formal valuation. The proposedchanges will also exempt producing issuers from the independencerequirement for long form prospectuses and valuations and,

provided the shares of the producing issuer are listed on aspecified foreign exchange, on becoming a reporting issuer. Theseadditional exemptions will facilitate Canadian listings by foreignproducing issuers that, by virtue of their foreign listing, alreadycomply with disclosure obligations comparable to NI 43-101.

The proposed changes will also exempt producing issuers fromthe current requirement to include in a technical report aneconomic analysis for their producing properties.

Simplified Certification RequirementsOne of the practical challenges in filing technical reports isobtaining on a timely basis the required certificates and consentsof the QPs involved in the report. This can be a particular concernin the abridged timetable of a short form bought deal prospectus.Currently , where at the time of filing a short form prospectusthere is no new material technical information since the mostrecently filed technical report, the issuer must still obtain and filean updated certificate and consent from each QP responsible forthe most recent technical report. The proposed changes willremove this requirement.

In a related change, NI 44-101 Short Form ProspectusDistributions will be amended to allow an issuer that is required toobtain a consent from a QP in connection with a previously filedtechnical report to obtain that consent instead from the firm thatemployed the QP at the date of signing the technical report,rather than, as is now currently required, from the QP personally.This will alleviate the potential for delay where the individual QP is unavailable on short notice to sign a consent, or is no longeremployed by that firm.

Changes to Contents of Technical Reports (Form 43-101F1)Form 43-101F1, which prescribes the form and content of atechnical report, has been substantially revised to make it lessprescriptive and allow QPs more discretion regarding the amountof information and level of detail required in a technical report,depending on the stage of development of the property. Proposedchanges to the Form include:

• requiring separate sections that focus on specific topicsrelating to advanced stage properties, i.e., mining andrecovery methods, infrastructure, market studies andcontracts, environmental studies, permitting and social or community impact, capital and operating costs and

economic analysis, all of which in the current Form are partof a single section;

• considerably expanding the scope of the QP’s interpretationsand conclusions by requiring a discussion of any significantrisks and uncertainties that could reasonably be expected toaffect the reliability of the exploration information, resourceand reserve estimates and the projected economic outcomes,as well as any reasonably foreseeable impacts of these risksand uncertainties on the project’s economic viability; and

• modifying the extent to which a QP can rely on, and disclaimliability for, information in a technical report provided byothers (such “disclaimable” information has been limited tothat provided by other experts who were not QPs, but theproposed expansion includes information provided by theissuer) — however, while under the current policy the natureof the information that could be disclaimed includes legal,political, environmental “or other issues and factors” relevantto the technical report, the proposed changes will specificallyrestrict the disclaimer to information concerning legal,political, environmental or tax matters, the pricing ofcommodities for which pricing is not publicly available andinformation concerning gem stone valuations (i.e., the open-ended “other issues and factors” category has been removed).

Changes to Companion Policy (43–101CP)The Companion Policy has been significantly revised, butunfortunately the CSA did not publish a blackline of the changes,so identifying and evaluating their significance is a bit of a time-consuming project.

One welcome user-friendly change is that the items in theproposed Companion Policy would now follow the order of thesections in the instrument itself, which greatly facilitates locatingguidance in the policy relevant to specific sections of theinstrument. Other improvements include more guidance onvarious defined terms used in the instrument and additionalguidance on the difficult but critical issue of determining if aparticular property is material to an issuer.

Comment PeriodThe CSA has requested that comments on the proposed changesbe submitted by July 23, 2010.

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Mining Law Update: Bill C-300

By Matthew DeBock, Roger Taplin and Adam D. Wanke (Vancouver)

Bill C-300, a private member’s bill put forth by OntarioLiberal MP John McKay, purports to promote corporatesocial responsibility (CSR) in the Canadian miningindustry’s site country operations. However, the perverseresult of Bill C-300 could be that mining companies moveto countries with less of a commitment to CSR, ultimatelymaking matters worse for site countries.

The core of the bill, titled An Act Respecting CorporateAccountability for the Activities of Mining, Oil or Gas in DevelopingCountries, is captured in two requirements: first, that the federalgovernment issue CSR guidelines meeting the requirements of thebill within 12 months, and, second, that the Ministers of ForeignAffairs and International Trade investigate any complaintregarding a Canadian mining company that is made by any citizen or resident of Canada or of a developing country wherethat company operates.

Under the proposed regime, the Ministers would only be able todecline to investigate if a complaint were clearly frivolous,vexatious or made in bad faith. However, even this determinationwould require at least some minimal level of investigation. Underthis regime, therefore, no mining company could avoid being thetarget of such investigations, no matter how robust its own CSRpolicies and practices.

Canada’s mining companies already operate in one of the mostregulated industries in the world, a fact ignored by Bill C-300.Additionally, other, more general legislation also exists thatregulates all Canadian companies with international operations.For example, the Corruption of Foreign Public Officials Act makesit a crime for a Canadian entity to bribe, attempt to bribe, aidsomeone in bribing, or counsel someone to bribe, a foreignofficial. This offence is punishable in Canada by a prison term of up to five years, an unlimited fine, or both.

Additionally, Canadian mining companies are heavily dependenton access to institutional financing. Most international banks,including all major Canadian banks, have subscribed to the

Equator Principles (EP), which are the industry standards forenvironmental and social issues in global project financing. IfCanada’s mining companies do not ensure that their projects aredeveloped in a socially and environmentally responsible fashion,they will be unable to secure debt financing for those projects.

In addition to the existing regulatory framework, and the ongoingCSR efforts of Canadian mining companies, Bill C-300 ignores thefederal government’s National Roundtable Process on CorporateSocial Responsibility (CSR) and Canadian Extractive Industries inDeveloping Countries. This year-long, government-led effortincluded the participation of multiple stakeholders, includingmining, oil and gas companies, labour organizations, Canadianand international non-governmental organizations and others. The final report of the Roundtable noted that Canadian extractivecompanies “have been recognized domestically and internationallyfor their leadership on [CSR] issues.”

As a result of its consultative efforts, the federal governmentlaunched its CSR strategy in March 2009, Building the CanadianAdvantage: A Corporate Social Responsibility Strategy for theCanadian International Extractive Sector. The strategy includes:

• a new CSR counsellor for the extractive sector to assist inresolving social and environmental issues relating toCanadian extractive companies operating abroad;

• continued support and assistance, through the CanadianInternational Development Agency, for foreign governmentsto develop and manage their own natural resources in asustainable manner; and

• promotion of internationally recognized, voluntary guidelinesfor CSR.

On January 13, 2010, the federal government, in conjunction withthe Canadian Institute of Mining, Metallurgy and Petroleum,launched a new website (http://www.cim.org/csr/) designed tohelp Canadian mining, oil and gas companies meet and exceedtheir social and environmental responsibilities while operatingabroad.

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Important Considerations for Canadian Companies Dealing with Chinese Investors By Joyce Lee (Vancouver)

The new website will:

• offer an inventory of experts, contacts, activities, referencematerials, policies and regulations, country profiles andexisting Canadian and international tools to assist companiesin developing solid CSR policies;

• provide a forum in which companies, CSR practitioners andstakeholders in Canada and abroad can share experiencesand CSR best practices by posting case scenarios, stories andadvice; and

• facilitate the development of education programs for industryand stakeholders.

This leadership position on CSR could be undermined by Bill C-300, which could lead mining companies to relocate tojurisdictions with less onerous regulatory regimes. Byencouraging such an exodus, Bill C-300 would not only hollowout Canada’s mining industry, but also encourage miningcompanies to locate in jurisdictions with less regulation and no commitment to CSR efforts.

Bill C-300 is premised on the flawed theory that the Canadianmining industry is inherently abusive of the developing site countriesin which it operates, and that the industry must be subjected to anarbitrary, unbalanced and punitive process to embarrass miningcompanies into being better corporate citizens. While this belief mayhave had some merit in days past, it is out of step with the modernCanadian mining industry and the complex realities of operating indeveloping countries. Bill C-300 ignores Canada’s leading role inboth the mining industry generally and CSR in particular.

As part of its leadership position, Canada’s mining industry hasencouraged, and will continue to encourage, the development of CSR standards and practices in its site countries. Rather thanimposing new, burdensome and ill-considered regulation onCanadian companies, with little to no positive effect, Canadawould be well-served to continue to assist developing sitecountries in establishing the resources needed to effectivelymonitor corporate behaviour for themselves. These efforts, whichare a key part of the government’s ongoing CSR strategy, wouldensure that CSR standards are adhered to by all miningcompanies, not only those from Canada.

In recent years, more and more Chinese enterprises aremaking investments in Canada. Such investments aretaking various forms, including acquisition of the targetCanadian corporation or business, acquisition of majoritycontrol in the target Canadian corporation or itsbusiness, or entering into a joint venture and becoming a major but non-controlling shareholder of the targetCanadian corporation or business. The purpose of thisarticle is to set out briefly a “Top 10” list of matters forCanadian companies to consider in dealing withinvestors from China.

1. Identity and Status of the Chinese Investors

The first thing that must be ascertained is whether the Chineseinvestor is a state-owned enterprise (SOE) or a privately ownedenterprise, and if it is state-owned, whether it is a central

government SOE or provincial or other level of SOE. The status of the Chinese investor will impact the approval process, decision-making and flexibility in investment. Understanding this issueearly on in the negotiation will be most helpful to the Canadiancompany in coming up with an appropriate approach to not onlynegotiating the transaction, but also to establishing parametersfor the ongoing relationship.

2. Nature of the Investment

It is important to understand the objectives of the proposedinvestment for the Chinese investor, e.g., how important is it to gain majority control; or is it off-take, access to projectmanagement, economic return or access to technology that is most important to the Chinese investor? This will help theCanadian company to map out a negotiation strategy andapproach that will lead to a successful deal.

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3. Who is/are the Key Decision Maker/s within the Chinese Investor?

In order to avoid unnecessary frustration, it is important for theCanadian company to understand the decision-making processwithin the Chinese investor, including who is the key person/groupthat need/s to be convinced before the deal can proceed and howbest to establish contact or access to that person/group tounderstand their needs and requirements. This can differsubstantially between SOEs and privately owned enterprises, andmay differ from one Chinese company to another depending onbackground, history, etc. It may not be easy for a Canadiancompany to get to the bottom of this, and the experience of youradvisors in dealing with Chinese investors of different types mayturn out to be critical.

4. Understanding the Required Approvals from the Different Government Authorities

This includes understanding the approvals required for thetransaction from the Chinese government side, e.g., their NationalDevelopment and Reform Commission (NDRC) and Ministry ofCommerce (MOFCOM), which represent China’s central andprovincial governments, respectively, and their StateAdministration of Foreign Exchange (SAFE). It also includesunderstanding the time-lines involved, as well as the requirementsfor any Canadian approvals or consents. It is also very importantthat, as early as possible, a time-line setting out all the external/third-party variables is settled and agreed upon so that all partiesunderstand exactly what will happen, and when.

5. Language and Translation Requirements

For some Chinese enterprises, the key decision-makers may notbe fully comfortable with the English language, and it is thereforeimportant to have a plan for dealing with effective communicationduring negotiation and document drafting. Translation of legaldocuments can be time-consuming and costly. However, it isimportant for the Canadian company to consider having someone(either a reliable staff member or a staff member of an advisor)who can understand Chinese (both oral Mandarin and the writtenlanguage). This will help ensure that there is no majormiscommunication during the transaction process that could leadto a last-minute “surprise” or an “unbridgeable misunderstanding”after a lot of time and effort has been invested.

6. Preparing for Due Diligence –Business, Financial and Legal

As in any other transaction, the more prepared the investeecompany is to respond to due diligence requests, the moresmoothly the deal will proceed. This is especially important withChinese investors, as they come from a different business cultureand it is important to agree early on to a due diligence processand time-line that both parties are comfortable with. Dependingon the level of international experience of the Chinese investor, it is also important to ensure that they engage advisors that arefamiliar with the North American transaction process as early as possible.

7. Public Relationship Issues

Depending on the size and nature of the deal, early planning onpublic relationship and perception of the transaction may be adeal breaker or maker. This is especially important for high-profiletransactions involving sensitive Canadian businesses or well-known Canadian household names. This may also play a largerole in businesses that may be considered “national security”under the Investment Canada Act.

8. Confidentiality

Signing an appropriate confidentiality agreement with the Chineseinvestor at the earliest possible time is advisable. It is alsoimportant to note that if news or rumours about a possible dealwith a Chinese investor gets out too early, that may have a majoradverse impact on the Chinese investor’s willingness and ability toproceed with the transaction. It is therefore important from aCanadian company perspective to make sure that the existence ofand information about the proposed transaction is only madeknown to senior executives on a need-to-know basis and thattight control is maintained on confidentiality.

9. Expectation of Involvement Post-Closing andSecondment of Employees of Chinese Investors

This is particularly important for transactions that will involve ajoint-venture or continual cooperation between the Canadiancompany and the Chinese investor. The parties need to identifywhat positions the Chinese investor will need, post-closing, at theboard and management level. It is also important to understandthe implications of local requirements for directors and

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Very often, the first shot fired in a take-over bid battle is when the potential acquiror of a public company callsthe target’s CEO or Chair and asks for a meeting todiscuss a matter of “mutual interest.” One scenario isthat the potential buyer will express admiration for the target company, disclose that they are already asignificant shareholder (maybe just below 10 per cent,so no insider or early warning report has been filed), and propose that the two parties enter into formaldiscussions to explore whether an outright purchase, or maybe a merger, might be in the best interests ofboth parties. At some point toward the end of thatconversation, the potential bidder will table a letteraddressed to the target company, the purpose of which is to sweep the target into as firm an embrace as possible – this is the so-called “bear-hug” letter.

This article will offer some comments on what to watch for insuch letters, and will outline some responses for a targetcompany’s board and management to consider.

Typically, that first letter will introduce the potential bidder, as wellas its investment banker and lawyer, and may or may not set outa proposed price for a transaction. In addition, it will contain thefollowing elements:

• a statement that the letter, and the related conversations, aremeant to be strictly confidential, and that if the target companyis prepared to move forward, a non-disclosure agreementshould be signed by both parties as soon as possible;

• a statement that the proposal is non-binding, and that legallyenforceable commitments will only arise if and when formalcontracts are entered into;

How to Handle a “Bear-Hug” Letter

By Graham Gow (Toronto)

management, especially if the Canadian company is a corporationlisted on a stock exchange or is a reporting issuer. There arecorporate governance practices in North America that are differentfrom those of the People’s Republic of China, including in areassuch as requirements for independent directors, for directors’attendance at board meetings, and for directors’ contributions tothe board. There are also clearance requirements (backgroundcheck) for directors and officers of listed companies. Clearcommunication and realistic expectations on these fronts willmake the execution of the transaction much smoother.

10. Governing Law and Dispute Resolution

Although this may seem to be merely detail, early agreement ongoverning law and dispute resolution may help the parties tomove forward on difficult issues, especially if there is to be anongoing relationship between the parties post-closing. Apart fromthe selection of traditional arbitration rules and an arbitrationcentre (Hong Kong and Singapore being two preferred centres),there may need to be thought given to experts taking on a quasi-arbitrator role, such as involvement of an accounting firm (usuallyneutral) in resolution of dispute over financial and accountingmatters of a proposed joint venture, etc. Understanding and

getting comfortable with the relevant arbitration rules andcredibility of relevant arbitration centres, and determining expertsavailable to take on quasi-arbitrator roles in relevant areas,sometimes can get the parties through difficult issues involvinguncertainties after closing.

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As in any other transaction, knowing your partner, preparingyourself as much as you can, and obtaining advice fromexperienced people in the relevant field will be keys to asuccessful transaction and will help establish the right parametersfor the ongoing relationship. Canadian companies should not letmyths and unfounded worries related to Chinese investors stopthem from pursuing what could be exciting investment andbusiness opportunities. Companies from around the world havealready been ahead of Canadian companies in benefitting frominvestments from China and the potential offered by the hugeChinese markets. Canadian companies have a lot to offer, rangingfrom resources to technology, so we hope the next decade willsee the joining of forces between Canadian companies andChinese companies to create stronger and more efficient globalleaders in multiple industries.

• a request that the potential bidder be allowed access tomaterial documents and to senior management at the targetfor the purposes of conducting due diligence; and

• a request that the target deal exclusively with the bidder forsome relatively short defined period of time (depending uponthe time needed for diligence, usually a few weeks to a month).

What Public Disclosure is Needed?If the initial contact has been made on the basis of a non-bindingproposal, together with a request from the bidder to keep thediscussions confidential until an agreement is reached, mostlawyers are comfortable with the advice that the initial contactdoes not amount to a “material fact” or a “material change” thatrequires an immediate press release by the target publiccompany. This makes sense. Securities regulators recognize thatpremature disclosure can be just as inappropriate as latedisclosure for a publicly traded company. It is not desirable for thetrading price of the target’s stock to shoot up briefly on take-overbid speculation, only to crash shortly thereafter when notransaction actually materializes. Generally, the preferredapproach is to wait until the bidder is firmly committed toproceeding with a bid before public disclosure is made.

On the other hand, just because a proposal is non-binding andthe potential bidder has asked for confidentiality, this does notmean the target company must keep the approach confidential.Sometimes, strategically, the target might prefer to issue a pressrelease disclosing that an unsolicited approach has been made as well as the nature of the proposal (emphasizing that it is non-binding), and advising shareholders to await furtherdevelopments. At least in the short term, such a press release will likely cause the target’s share price to rise. It will also likelyattract the attention of other potentially interested parties, andmay lead to a competitive bidding process if other strategic orfinancial buyers choose to get involved.

Disclosure issues can be complicated and difficult. They are highlyfact-specific and no general guideline will be correct in all cases. Theguidance of experienced professional advisors, financial and legal,will be beneficial to both management and the board of directors.

Is a Sale Inevitable?The fact that a public company is approached by a potential bidderwith a take-over bid or merger proposal does not mean the targetboard must immediately put the company up for sale. The board’s

legal fiduciary duty is to act in the best interests of the company(whether it is a publicly traded corporation or an income trust or apartnership), and there may be a variety of reasons that the boardfeels take-over bid discussions at this time are not in the bestinterests of the company. Perhaps the bidder is offering a very lowprice that the target board knows it could never support. Perhapsthe bidder is being opportunistic by making its approach at a timewhen stock markets generally are down, or the target company hasjust come off an unusually bad financial quarter. The target boardmay conclude that it is not the right time, nor in the best interestsof the company, to entertain acquisition or merger discussions.

If the target company board rejects the acquisition proposal, this,of course, is not necessarily the end of the matter. In the absenceof a standstill commitment, the bidder is always free to go publicand make its offer directly to the target company shareholders.Management and the target board may recommend thatshareholders reject the offer, but ultimately it will be theshareholders who decide.

How Serious is This Bidder?One important factor for the board and management to considerin deciding how to respond to a bear-hug letter is the apparentdetermination and state of preparedness of the potential bidder.Have they assembled a team of advisors? Is the proposal subjectto financing, or is the financing already in place? Do they needdue diligence, or are they ready to proceed without it? Have theyidentified all necessary regulatory approvals, and do they have awell-formulated plan to obtain them?

It is usually safe to assume that the potential bidder hasalternative strategies planned out depending on how the targetreacts to the initial proposal. The bidder will prefer a negotiatedtransaction, if possible, so that they can enjoy some dealprotection (such as a break-fee) under a transaction agreementwith the target before the rest of the world hears about thetransaction. If that is not possible, however, because the partiesare far apart on price or other terms, a potential bidder that isrebuffed at that initial meeting or shortly thereafter may well haveanticipated that response and prepared its take-over bid circularand other materials in advance so as to be in a position toimmediately launch its bid. The bidder’s objective, of course, is to move quickly and allow the target company only the minimum35-day period prescribed by law to seek out “white knights” orotherwise respond to a hostile bid.

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Should We Go Exclusive?Bidders always ask that the target deal with them exclusively. In some cases, where a very attractive price is being offered,strategically the bidder and target are an obvious fit, and thefinancial advisor is prepared to advise the board that an auction or other process is unlikely to surface greater value for theshareholders, a target company may agree to deal with one partyexclusively for a relatively short period of time. As noted above,management and the board of the target cannot agree to sell thecompany, of course; only the target company shareholders can do that. The board can endorse a deal and recommend thatshareholders support it, but once the proposed transaction isannounced, there will be a period of time during which other partiescan come forward and make superior proposals. Target boardssometimes feel justified in negotiating with one party, confidentiallyand exclusively, so as to get a favourable transaction launched into the market. If some third party then proposes an even bettertransaction, that’s a good thing for target company shareholders.

What are the Next Steps?If the unsolicited approach by the bidder takes the targetcompany by surprise, there are a number of matters formanagement and the board to consider right away. The fullboard of directors will likely want to be apprised of thesituation. An experienced M&A lawyer is obviously needed. In order to assess the financial merits of the proposal,professional financial advice may be called for. Does the board of directors need to strike a special committee to dealwith potential conflicts or logistical issues? If there is noshareholder rights plan, should the board adopt one? Shouldan electronic data room be created for the benefit of thisbidder, or perhaps others?

ConclusionPublic companies are approached regularly by third partiesexploring possible purchase or other transactions. Many suchdiscussions come to nothing. For the target company, however,giving some advance thought as to how management and theboard might respond allows everyone to react in a calm,deliberate manner. This state of preparedness usually serves the target company and its shareholders well.

CCGG Releases New Guidelines for Building High-Performance Boards

By Richard Shaw (Calgary) and Philip Moore (Toronto)

In March of this year, the Canadian Coalition for GoodGovernance (CCGG) published new guidelines for BuildingHigh-Performance Boards (Guidelines). The originalguidelines were introduced in 2005. Significant newcommentary has been added in respect of riskmanagement, and the Guidelines demonstrate anincreasing emphasis on shareholder engagement byboards of directors as reflected in its model shareholderengagement and say-on-pay policy.

The Guidelines focus on developing high-performance boardsthat are (1) accountable and independent; (2) haveexperienced, knowledgeable and effective directors andcommittees; (3) have clear roles and responsibilities; and (4) engage with shareholders.

The CCGG encourages corporate boards and executives tocontinually assess whether their governance practices areenhancing shareholder value.

The Guidelines were developed after consultation with Canadiandirectors and issuers, governance experts, lawyers andcompensation consultants. The expectation is that Canadianreporting issuers will adopt these Guidelines over and above the minimum standards required by the Canadian SecuritiesAdministrators and corporate law. As global governance practicesevolve, they will periodically revise the guidelines to ensure they stay modern and relevant.

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There are thirteen Guidelines, each of which is based on the four principles above. They are as follows:

A high-performance board is accountable andindependent.

Guideline 1 – Facilitate Shareholder Democracy.

Guideline 2 – Ensure at least two-thirds of directors areindependent of management.

Guideline 3 – Separate the roles of chair and CEO.

A high-performance board has experienced,knowledgeable and effective directors and committees,and the highest level of integrity.

Guideline 4 – Ensure that directors are competent andknowledgeable.

Guideline 5 – Ensure that the goal of every director is to makeintegrity the hallmark of the company.

Guideline 6 – Establish mandates for board committees andensure committee independence.

Guideline 7 – Establish reasonable compensation and shareownership guidelines for directors.

Guideline 8 – Evaluate board, committee and individual directorperformance.

A high-performance board has clear roles andresponsibilities.

Guideline 9 – Oversee strategic planning, risk management andthe hiring and evaluation of management.

Guideline 10 – Assess the CEO and plan for succession.

Guideline 11 – Develop and oversee executive compensationplans.

A high-performance board engages with shareholders.

Guideline 12 – Report governance policies and initiatives toshareholders.

Guideline 13 – Engage with shareholders within and outside theAnnual General Meeting.

For a more detailed discussion of the new CCGG guidelines, and inparticular, expected best practices for each guideline, click here.

Listed below are recent initiatives and decisions ofCanadian regulatory and governmental authorities (andone from the U.S. Securities and Exchange Commission)and Canadian courts that we believe will be of interest tomining companies and their public markets advisors.Please contact us if you would like additional informationabout any of these items.

Decisions of Courts and Securities Regulatory Panels

• The British Columbia Securities Commission (BCSC) agreedto issue an order cease trading a shareholder rights planimplemented by Lions Gate Entertainment Corp. (LionsGate). The order was sought by various entities related toU.S. investor Carl Icahn, who had previously launched ahostile take-over bid for Lions Gate, and had revised the

terms of their bid to not only increase the premium tomarket price offered but also to make the offer for alloutstanding Lions Gate shares and to further provide thatthe bid would be extended (to allow Lions Gate shareholderswho did not tender to the bid further time to tender) if eitherthe minimum tender condition was met or if the biddersdetermined to waive the minimum tender condition.Although full reasons for the BCSC’s decision have yet to bereleased, the panel indicated in their preliminary reasons(issued on an expedited basis to assist the British ColumbiaCourt of Appeal in considering Lions Gate’s appeal of theBCSC decision) that they would be elaborating on their“reservations” about the decisions of the Alberta SecuritiesCommission in Pulse Data Inc. and the Ontario SecuritiesCommission (OSC) in Neo Materials Technologies. These

Regulatory RoundupBy Gary Litwack (Toronto)

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decisions were seen by some as potentially opening the doorto a “just say no” defence in the Canadian take-over bidlandscape. The British Columbia Court of Appeal rejectedLions Gate’s appeal of the BCSC decision.

• The Ontario Superior Court granted leave to the plaintiffs toproceed with, and certified, the class action proceeding inSilver v. IMAX Corporation. The decision is the first toconsider the leave requirements for a statutorymisrepresentation claim under the secondary market liabilityprovisions of the Securities Act (Ontario), and appears toaccept the “efficient market” (or “fraud on the market”)theory for common law misrepresentation claims.

• The Supreme Court of Canada released its decision in MiningWatch Canada v. Canada (Fisheries and Oceans). The courtunanimously held that the level of scrutiny to be imposed by a federal environmental assessment is determined by theproject as proposed by a proponent, rather than by adiscretionary scoping decision of the federal authority chargedwith carrying out the assessment. The case involved thefederal environmental assessment process concerning the RedChris Mine (a proposed open-pit mining and milling operationfor the production of gold and copper) in British Columbia.

This is the first Supreme Court of Canada decision tointerpret the procedural operation of the CanadianEnvironmental Assessment Act (CEAA) in relation toenvironmental assessments, and the proper sequence ofdecisions to be made when determining the level of scrutinyto be imposed on a project. The court has clarified thatfederal authorities do not have discretion to reduce the scope of an assessment below the scope triggered under the CEAA, although a federal authority does havediscretion to increase the scope of study.

Canadian Securities Administrators

• The Canadian Securities Administrators (CSA) published forcomment a proposed restatement of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), and have asked for comments by July 23, 2010. The proposed restatement includes several improvements thatreduce or eliminate certain logistical issues that currently arisein the context of corporate finance and M&A transactions, aswell as additional flexibility to use foreign mining codes andforeign experts. Please see the article discussing the proposedchanges to NI 43-101 in this issue of Mining Prospects.

• A new national insider reporting regime has come intoforce. Insider reporting requirements and exemptions havenow been harmonized under National Instrument 55-104Insider Reporting Requirements and Exemptions (NI 55-104) and equivalent requirements under the Securities Act(Ontario). NI 55-104 reduces the range of insiders requiredto file insider reports by introducing the concept of“reporting insiders” (the CSA’s stated intention is to focusthe insider reporting requirements on the core group ofinsiders with the greatest access to material undisclosedinformation and the greatest influence over the reportingissuer). The deadlines for filing insider reports have alsobeen tightened: with initial insider reports (i.e., uponbecoming an insider) being required within 10 days andwith subsequent reports of insider purchases or sales beingrequired within five days of the trade (although thetightened timeline only goes into effect on October 31,2010). The requirements have also been expanded inrespect of derivatives.

The CSA have also published CSA Staff Notice 55-315Frequently Asked Questions about National Instrument 55-104 Insider Reporting Requirements and Exemptions, CSA Staff Notice 55-316 Questions and Answers on InsiderReporting and the System for Electronic Disclosure byInsiders (SEDI) and CSA Staff Notice 55-312 InsiderReporting Guidelines for Certain Derivative Transactions(Equity Monetization) (Revised).

• The CSA published a staff notice setting out their viewsregarding the ability of an offeror to vary a formal take-overbid in a manner that is less favourable to the securityholdersof the target issuer. Examples of such variations referred to inthe notice include (i) lowering, or changing the form of, theconsideration offered; (ii) lowering the percentage of theoutstanding securities that the offeror is prepared to acquire;or (iii) adding new conditions. In this notice, CSA staff statethat the formal take-over bid regime does not contemplatethe right of an offeror to unilaterally “withdraw” a bid or, if allterms and conditions have been satisfied or waived, toreduce the offered consideration or introduce new conditions.As such, CSA staff suggest that language contained in offerdocuments and bid circulars that provide the offeror with theright to vary its bid in its sole discretion “may be inconsistent”with bid requirements.

• The OSC published OSC Staff Notice 52-718 IFRS TransitionDisclosure Review, which summarizes the results of a review conducted by the OSC of the “extent and quality ofInternational Financial Reporting Standards (IFRS) transitiondisclosure.” The OSC found that reporting issuers are notadequately discussing the key elements of their IFRSchangeover plan or their progress towards achieving the plan in their MD&A.

Somewhat related, the U.S. Securities and ExchangeCommission (SEC) issued a statement that it expected tomake decisions as to IFRS implementation in 2011. The SECsuggested that if it does decide in 2011 to incorporate IFRS,the earliest U.S. companies would be required to reportunder IFRS would be 2015 or 2016.

• The securities regulators in British Columbia, Alberta,Saskatchewan, Manitoba, New Brunswick and Nova Scotiahave published a consultation paper designed to assessmarket interest in developing a more tailored approach toregulating venture issuers. Venture issuers are reportingissuers whose securities are not listed on the Toronto StockExchange (TSX) (i.e., TSX Venture Exchange and CanadianNational Stock Exchange listed issuers, as well as otherreporting issuers whose shares are only traded over-the-counter or on junior exchanges abroad.).

Multilateral Consultation Paper 51-403 Tailoring VentureIssuer Regulation seeks input on whether there is anopportunity to build on the current venture market regulatoryregime and further enhance investor protection whilereducing regulatory costs for venture issuers.

Significant proposals include (i) requiring an annual reportcombining certain disclosure elements found in an annualinformation form, MD&A, annual financial statements andannual meeting circular into one document which emphasizesforward looking rather than retrospective disclosure; (ii) eliminating the requirement for three and nine monthinterim financial statements and MD&A but requiring a “mid-year” report containing further disclosure than currentlyrequired for six month interim financial reporting; (iii) enhanced certifications to accompany annual and mid-year filings; (iv) enhanced corporate governance standards(including specifically enshrining fiduciary duties so that theduties can be enforced by securities regulators, requiringimplementation of policies to address conflicts of interest and

related entity transactions, and requiring implementation ofpolicies designed to deter tipping and illegal insider trading);(v) replacing business acquisition reports with enhancedmaterial change report requirements; and (vi) simplifieddisclosure in connection with offerings (including reducing thedisclosure obligations for IPO prospectuses for ventureissuers to be consistent with the proposed required disclosurefor annual reports).

Canadian Stock Exchanges

• The TSX published a staff notice providing guidance on (amongother things) acceptable standards for anti-dilution provisionsfor convertible securities (such as warrants, options, convertibledebentures and convertible preferred shares). Convertiblesecurities can contain provisions under which theexercise/conversion price will be lowered (or, alternatively, the number of underlying securities issuable upon exercise or conversion will be increased) if the issuer completes asubsequent issuance at a lower subscription price.

The notice states that the TSX will not generally acceptdownward adjustments to an exercise or conversion price (oran increase in the underlying securities issuable thateffectively results in a downward adjustment to an exercise orconversion price) unless (i) in the case of warrants or options,the exercise price is not lower than the market price at thetime the convertible security was issued (Issue Time MarketPrice); and (ii) in the case of convertible instruments, theadjusted conversion price is not lower than the Issue TimeMarket Price less the TSX’s maximum permitted discount.

Federal Government Initiatives

• The Canadian Department of Finance has released aproposed draft Canadian Securities Act. This proposedlegislation was drafted by the Canadian Securities TransitionOffice, which was established by the Federal Government to assist in establishing a Canadian securities regulator.Representatives from each province and territory other than Alberta, Manitoba and Québec have participated in the development of the proposed legislation and the federal securities regulatory regime. The proposed legislationis designed to set out the core fundamental provisions of federal securities regulation, with the detailed technical requirements to be set out in the (not-yet-published) regulations.

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Notable aspects of the proposed legislation includes (i) an opt-in mechanism that would allow willing provincesand territories to opt into the federal securities regulatoryregime, and allow the securities legislation in non-optingjurisdictions to remain in force; (ii) designation of certainacts (such as fraud, market manipulation, insider tradingand intentional misrepresentations) as criminal acts(enforceable in all jurisdictions, including those that havenot opted-in to the federal securities regulatory regime);(iii) broad enforcement powers; and (iv) harmonizedregulation of derivatives.

The Department of Finance has referred the proposedlegislation to the Supreme Court of Canada to obtain a rulingas to whether it is with the legislative competence of the

Federal Government. The Department of Finance has statedthat it expects that it will take 10 to 24 months for theSupreme Court to issue its ruling, and has also announcedthat it is targeting 2012 or 2013 for the establishment of theCanadian Securities Regulatory Authority.

• The 2010 Canadian Federal Budget has proposed to changethe definition of “taxable Canadian property” to excludeshares, partnership interests and trust interests that do notderive and have not derived their value principally from (i) real property, (ii) Canadian resource property, or (iii) timber resource property. This should eliminate IncomeTax Act (Canada) Section 116 compliance obligations (fornon-residents) when selling many types of securities that areotherwise not exempted under a Canadian tax treaty.

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Recent McCarthy Tétrault Mining EngagementsSet out below is a list of selected mining financings, M&A transactions and other engagements announced or completed betweenJanuary 1, 2009 and April 1, 2010 in which McCarthy Tétrault was involved.

Financings

Atlas Precious Metals Inc. Private placement of subscription receipts exchangeable for units comprising common sharesand warrants ($15 million)

B2Gold Corp. Secured credit facility for feasibility study ($20 million)

Baffinland Iron Mines Corporation Private placement of flow-through shares ($20 million)

Baffinland Iron Mines Corporation Bought deal public offering of conventional units, each comprising one common share and onehalf of one common share purchase warrant, and flow-through units, each comprising one flow-through common share and one half of one common share purchase warrant ($44 million)

Detour Gold Corporation Bought deal short form prospectus offering of common shares ($48.4 million)

Etruscan Resources Inc. Best efforts private placement of common shares ($10.5 million)

European Nickel Plc Private placement of ordinary shares (£4.3 million)

First Quantum Minerals Ltd. Corporate debt financing secured by tradeable securities ($250 million)

First Quantum Minerals Ltd. Public offering of common shares ($345 million)

General Moly, Inc. Investment by Hanlong (USA) Mining Investment Inc. including a $665-million guarantee of a bank loan facility, $80-million equity investment, a $20-million bridge loan and long-termmolybdenum supply off-take agreement

Mavrix Explore 2009-I FT Public offering of limited partnership units ($6.6 million)Limited Partnership

McWatters Mining Inc. Private placement of common shares to International Royalty Corporation (US$160 million)

Metanor Resources Inc. Private placements of flow-through common shares ($7.0 million)

Orocobre Limited Private placement of subscription receipts with underlying shares qualified by long formprospectus ($20 million), followed by listing of the ordinary shares on the TSX

Orsu Metals Corporation Public offering of units each comprising one common share and one half of one common sharepurchase warrant ($28 million)

Osisko Exploration Ltd. Private placement of unsecured convertible debt and warrants ($20 million)(renamed Osisko Mining Corporation)

Pan-Pacific Metal Mining Corporation $5 million investment in Selwyn Resources Inc.

Quadra Mining Ltd. Refinancing of $37.5 million Centenario Copper Corporation project finance

Rio Tinto Plc Investment in an additional 10% of the shares of Ivanhoe Mines Ltd. (US$388 million) andreorganization of funding and security arrangements for the Oyu Tolgoi copper/gold project inMongolia

Selwyn Resources Ltd. Non-brokered private placement of shares and share purchase warrants to Pan Pacific MetalMining Corporation, a Canadian subsidiary of Korea Zinc Company ($3 million)

Sidex Limited Partnership Private placement investments in debt and equity securities of selected TSX Venture Exchange-listed companies with exploration properties in the Province of Québec

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Soltoro Ltd. Private placement of units, each comprising one common share and one half of one sharepurchase warrant ($1.35 million)

Taseko Mines Limited Public offering of common shares ($25 million)

Victoria Gold Corp. Private placement of special warrants followed by qualification of underlying shares by short form prospectus ($15 million)

Xstrata Canada Corporation Provision of US$600 million secured carried funding loan facility to New Gold Inc.

Mergers & Acquisitions

Angus & Ross Plc Acquisition of Nalunaq Gold Mine from Crew Gold Corporation for US$1.5 million.

Brilliant Mining Corp. Sale of its 25% joint venture interest in the Lanfranchi nickel mine to Panoramic Resources Ltd.

Carpathian Gold Inc. Completed gold purchase and sale agreement for its RDM gold project in Brazil (US$30 million)

CBR Gold Corp. Spin-out of North Country Gold Corp. by plan of arrangement, listing on TSXV and brokeredprivate placement ($6 million)

Companhia Vale do Rio Doce Acquisition of 50% interest in the assets of TEAL Exploration & Mining Incorporated for $81 million, and related acquisition by African Rainbow Minerals Limited of all of the shares of TEAL by plan of arrangement

First Quantum Minerals Ltd. Acquisition of Kiwara Plc for cash and share consideration (US$260 million)

Forsys Metals Corp. Proposed $579-million acquisition by George Forrest International Afrique S.P.R.L. by plan of arrangement

Gold Fields Limited Sale of 19.9% interest in Sino Gold Mining Limited to Eldorado Gold Corporation for US$282 million in shares pursuant to a prospectus

Gold Fields Limited Option and joint venture agreement with Cascadero Copper Corporation regarding theToodoggone copper-gold project

Lake Shore Gold Corp. Acquisition of the Bell Creek West property from Goldcorp. Inc. and Goldcorp Canada Ltd. for $20 million in cash and share consideration

Mindanao Gold Inc. Acquisition of Apex Mining Company and all related assets from Crew Gold Corporation (US$7 million)

Quadra Mining Ltd. Acquisition of Centenario Copper Corporation by plan of arrangement for C$57 million in Quadra shares

Rambler Metals and Mining Plc Acquisition of Nugget Pond Processing Facility from Crew Gold Corporation for $3.5 million

Royal Gold, Inc. Acquisition of International Royalty Corporation for cash and share consideration ($700 million)

Wuham Iron & Steel (Group) US$240 million strategic investment in Consolidated Thompson Iron Mines Limited Corporation and Bloom Lake joint venture.

Xstrata Copper Canada Entered into a copper concentrate supply agreement with Northgate Minerals

Zambia Copper Investments Limited Initial hostile take-over of African Copper Plc. resulting in a $9.9 million equity investment, a US$31.1-million term facility, and Zambia Copper owning 82% of African Copper

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VancouverRichard Balfour 604-643-7915 rbalfour@mccarthy.ca

Cameron Belsher 604-643-7985 cbelsher@mccarthy.ca

Tom Isaac 604-643-5987 tisaac@mccarthy.ca

Roger Taplin 604-643-5922 rtaplin@mccarthy.ca

Michael Urbani 604-643-7189 murbani@mccarthy.ca

CalgaryOwen Johnson 403-260-3655 ojohnson@mccarthy.ca

Debra Poon 403-260-3743 dpoon@mccarthy.ca

TorontoGarth Girvan 416-601-7574 ggirvan@mccarthy.ca

Graham Gow 416-601-7677 ggow@mccarthy.ca

Brian Graves 416-601-8153 bgraves@mccarthy.ca

Gary Litwack 416-601-7591 glitwack@mccarthy.ca

Richard Miner (Head of Global Mining) 416-601-7910 rminer@mccarthy.ca

MontréalDaniel Bénay 514-397-4168 dbenay@mccarthy.ca

George Maziotis 514-397-7810 gmaziotis@mccarthy.ca

David McAusland 514-397-7814 dmcausland@mccarthy.ca

Benjamin Silver 514-397-4154 bsilver@mccarthy.ca

QuébecPierre Boivin 418-521-3012 piboivin@mccarthy.ca

London, UKRobert Brant +44 20 7 489 5701 rbrant@mccarthy.ca

Mark Frewin +44 20 7 489 5714 mfrewin@mccarthy.ca

Every effort has been made to ensure the accuracy of this publication, but the comments are necessarily of a general nature, are for information purposes only and do not constitute legal advice in anymanner whatsoever. Clients are urged to seek specific advice on matters of concern and not rely solely on the text of this publication.

Global Mining Group Key Contacts