M&a Primer Event Booklet - March 1 2011

I N S T I T U T E
M&A Primer
Global Mining Group Seminar
Tuesday, March 1, 2011
Peter Villani
Partner
514 397 4316
[email protected]
Krisztin Tth
Partner
416 865 5467
[email protected]
Gregory Ho Yuen
Partner
416 865 4534
[email protected]
Lata Casciano
Partner
604 631 4746
[email protected]
Georald S. Ingborg
Partner
604 631 3225
[email protected]
R. Greg Powers Q.C.
Partner
403 261 6148
[email protected]
1
M&A Primer
Global Mining Group Seminar
March 1, 2011
M&A Primer for Mining Companies
M&A Trends
Gregory Ho Yuen (Toronto)
March 1, 2011
2
M&A in Canada 2010 (US$mm)
Mining 413
Energy 293
Financials 270
Consumer and Discretionary 123
Materials 34
Telecommunication 15
Healthcare 69
Information Technology 146
Industrials 205
Utilities 20
Consumer Staples 32
Other 70
# of transactions
Financials, $6,944.76
11%
Materials (less mining),
948.97
2%
TelecommunicationService,
$227.37
0%
Utilities, $766.45
1%
InformationTechnology,
$1,749.83
3%
Industrials, $2,645.89
4%
Healthcare, $1,458.16
2%
Mining, $12,376.22
20%
Consumer andDiscretionary,
$6,015.41, 10%
Consumer Staples,
$2,062.99, 3%
Energy, $26,866.26, 43%
Other, $413.45
1%
Note1: InformationtakenfromCapital IQ
Note2: TransactionsinwhichCanadiancompanies werethetarget
Mining M&A (US$mm)
$35.24
0.3%
Gold
$7,285.20
58.9%
Precious metals
and minerals
$803.15
6.5%
Steel
$159.74
1.3%
Diversified metals
and minerals
$4,092.90
33.1%
Note1: InformationtakenfromCapital IQ
Note2: TransactionswhereCanadiancompanieswerethetarget.
Precious metals and
minerals
$420.71
12.1%
Steel
$2.87
0.1% Aluminum
$0.00
0.0%
Diversified metals
and minerals
$1,033.71
29.7%
Gold
$2,023.89
58.1%
2009
2010
Total Value
$12,376.23
Total Value
$3,418.18
3
Mining M&A 2011 and Beyond
According to a KPMG survey taken in September, 2010:
70% of respondents indicated that their companies would
likely pursue M&A activities in 2011.
61% expected gold and precious metals to be the major
area of consolidation with 33% of respondents preferring
base metals.
40% of respondents indicated that the main purpose of a
2011 financing would be to fund M&A activity.
Mining M&A 2011 and Beyond (contd)
Targets with Resources Have Alternatives
Equity markets are strong.
Lenders are more willing to lend on the right terms.
Convertible debentures remain popular.
High yield debt market was strong and offer a viable
alternative to bank debt and equity.
Foreign Buyers
According to an Ernst & Young Survey, among emerging
country purchasers
Brazil (28%)
China (25%)
India (11%)
4
Mining M&A Legal Developments 2010
Shareholder Approval for Share Issuances (the TSX 25% rule)
Independent Fairness Opinions
Investment Canada Act
Threshold for review of uranium transactions has changed from
$5 million to $312 million based on book value of assets.
May move to [$600 million] enterprise valuereview threshold
rather than book value.
National Securityconsiderations Forsys Metals/George
Forrest International.
Shareholder Rights Plans
Return of the just say nodefense?
Greg Ho Yuen (Toronto)
Partner
416 865 4534
[email protected]
5
Letters of Intent and Confidentiality and Standstill
Provisions The Pre-Deal Deal A Primer
Peter Villani (Montral)
March 1, 2011
Elements Of Discussion
Letter of Intent
Typically non-binding
Confidentiality Agreement
Standstill Provisions
6
Letter Of Intent
Purpose to set out deal terms prior to execution of
Definitive Agreements and sets forth:
Purchase Price
Structure of Deal
Exclusivity Period
Due Diligence Access
Typically non-binding except for exclusivity period
May contain confidentiality and standstill provisions
Confidentiality And Standstill
Purpose to ensure the free-flow of information
Confidential Information provided on the basis of a
proposed purpose:
Business combination
Take-over
Acquisition of interests in properties
7
What Is A Standstill?
Party receiving Confidential Information for a
prescribed period, covenants not to acquire,
directly or indirectly and securities (debt or
equity) of the Company called upon to supply the
Confidential Information
Standstill
WHY IMPORTANT?
1. Securities Law Context
Giving Confidential Information is typically
considered tippingi.e. disclosing non-disclosed
material information
Safe-harbor in the course of business such as
negotiations in the context of a business combination
Best practices when use confidentiality covenants
coupled with standstill covenants
8
Standstill
2. Deal Context
Ensure that party receiving information does not use
the information if deal does not close to launch a
hostile take-over
Protection of information even if no Confidential
Information provided
Confidentiality Protection
1. Purpose of the Providing of Information
Clause typically states (for an interest)
Recipient is interested in reviewing Confidential
Information in relation to Companys exploration and
mining rights and claims at Companys Project which
are described in Schedule Afor the purpose of
evaluating a possible transaction (the Project)
OR
Recipient interested in reviewing Confidential
Information relating to the business and operations of
the Company for the purpose of evaluating the potential
acquisition of all of the assets or shares of the Company
(the Transaction)
9
Confidentiality Protection
2. Other Features
Restrictions on who can see the information
restricted to representations
Certain information excluded from confidentiality
provisions i.e. previously disclosed information or
developed independently
Return of information upon request
In context of sale of interest restrictions on
acquiring claims within certain area
What Do We Know About These Clauses?
Minera Aquiline vs. Ima Explorations
How to interpret/enforce:
Business purpose of agreement to be viewed
Broad interpretation as to what is Confidential Information
i.e. a projectmay be larger than the description in the
agreement
Drafting is key-definition of scope of useof information
Make the restrictions on acquisitions independent of whether
Confidential Information is given and regardless if discovered
independently
Use of Lac Minerals standard confidential, communicated in
confidence and misusedinformation
10
WHAT TO DO?
Tailor the confidentiality agreement
Asset-related
Merger and acquisitions
Define the Confidential Information to be provided and
what is excluded
How is the disclosure made
Restrictions on the disclosure
WHAT TO DO?
Return of Confidential Information
No representations or warranties on the Confidential
Information
Restriction of use
Termination clauses
Non-solicitation of employees
11
Conclusion
Avoid boiler-plateagreements
Examine the scope and limit the use of the
information
Purposeclause may be a trap because
Courts have held that the receiving party may
be prohibited in using the information based
on a restricted purposeclause
Use area of exclusionprovisions as they are
not dependent upon disclosure of
Confidential Information
Standstill
Usually part of confidentiality agreement but
stand alone from the agreement
Context In a M&A transaction may broadly
prohibit acquisition of securities/assets or
assisting a third party to acquire securities or
financing the acquisition of securities/assets
12
Standstill
CONCLUSION
Depending on which side you are on,
Standstills should not be tied to the providing
of Confidential Information (Aurizon Mines vs.
Northgate Minerals)
Peter Villani (Montral)
Partner
514 397 4316
[email protected]
13
TSX - Market Regulation
Krisztin Tth (Toronto)
March 1, 2011
Consists of material facts and material changes
External Events?
Disclosure of Positive/Negative News
Ensure QP Review of Press Release
Material Information
14
Monitors trading activity, chat rooms and websites
Timing of announcements
Pre-notification to Exchange
Appoint a point person
Market Surveillance
Misleading announcements
Proposed transactions
Duty to update
Confidentiality
Rumours
Unintentional disclosure
No safe harbour
When To Disclose
15
Disclosure Policy
Current, complete and compiled with
Website (s.423.11 TSX Manual)
Current and complete
Log maintained
Review
TSX Expectations Of Issuer
Appoint point personand name them in press release
Provide them with a file of all relevant public information about Issuer
(including third party reports)
Review Disclosure Policy regularly
Consider simplifyingif steps not followed
Need-to-Know basis
Monitor media and trading activity during critical times
Do not participate
Review of website prior to key events
Timing for Board Meeting (s.907 TSX Manual)
Tips:
16
Krisztin Tth (Toronto)
Partner
416 865 5467
[email protected]
M & A Primer for Mining Companies -
Timely Disclosure Obligations
Virginia K. Schweitzer (Ottawa)
March 1, 2011
17
Regulatory Regime Governing Timely
Disclosure
National Instrument 51-102 Continuous Disclosure
Obligations
Material Change Report (MCR) Form 51-102F3
press Release immediate
MCR within 10 days
confidential material change reports
National Policy 51-201 Disclosure Standards
Materiality
Disclosure Policy & Board/Committee Involvement
Public Dissemination of Information
Regulatory Regime Governing Timely
Disclosure (contd)
Toronto Stock Exchange
Part IV TSX Manual Timely Disclosure
material information
market surveillance IIROC
trading halts
TSX Venture Exchange
Policy 3.3 Timely Disclosure TSXV Manual
general disclosure of material information
Appendix 3E News Release Guidelines
requirement for resource company disclosure
Appendix 3F Mining Standard Guidelines
standards and guidelines for scientific and technical disclosure
18
When is Timely Disclosure Relevant?
Is there material information relating to the business and
affairs of the issuer?
material information includes both material changes and
material facts
Considerations for each issuer vary and include:
nature of the information
size of issuer
market conditions
external evaluation standards in the market
Responsibility of the Issuer to determine:
what information is material
when such material information should be disclosed
Material Information in an M & A Context
Guidelines on what may constitute material information:
Significant acquisition or disposition of assets or property
J oint venture arrangement
Take-over bid, merger or amalgamation
Reverse take over
Related party transaction
TSXV deems certain information to be material for TSXV-
listed companies
19
When is There an Obligation to Disclose?
When the issuer initiates the change the change occurs once the
decision has been made to implement it:
When the board approves it OR
If the Issuer thinks that it is probable it will do so
Timing for public disclosure
Subject of internal debate within the Issuer
Subject of legal action by regulators and third parties
Sometimes premature disclosure is required
rumours in the marketplace
failure to keep information confidential
other market factors originally unanticipated
FACTS MUST BE CAREFULLY EXAMINED ON A CONTINUOUS
BASIS WHILE A TRANSACTION IS ONGOING
Triggers NI 43-101 in M&A Transactions
Triggers obligating the filing of a technical report under 43-101
Information or proxy circular concerning a direct or indirect
acquisition of a mineral property where the issuers securities
form part of the consideration
When a valuation is required to be prepared and filed under
securities legislation which might include a related party
transaction
An offering document that complies with and is filed in
accordance with the TSXV policy
A take-over bid circular that discloses a preliminary assessment
or mineral resources or mineral reserves on a property material to
the offeror if the offerors securities form part of the consideration
offered in exchange on the take-over bid
20
Triggers NI 43-101 in M&A Transactions
(contd)
A technical report must be filed at the same time as the
documents identified previously
A technical report that supports a directors circular must
be filed not less than three business days prior to the
expiry of the take-over bid
A technical report is not required if:
the Issuer has a technical report filed that supports the
scientific or technical information contained in the disclosure
and there has been no material change to that information
since the date of filing the technical report; and
the Issuer files an updated certificate in accordance with NI 43-
101 and consent of each qualified person who has been
responsible for preparing the technical report
Regulatory issues related to technical
reports:
Issuers sometimes overlook certain issues related to technical
reports:
using a technical report that is not in the name of the issuer
the resource or reserve disclosed was not undertaken for the
issuer
technical reports do not address the issuers rights to the property
sections required by Form 43-101F1 are omitted in the technical
report
disclaimers within the report are not accurate or are poorly
worded
material work has been done on the property since the last site
inspection by the qualified person
figures and maps are illegible
maps do not include appropriate legends, property boundaries or
information regarding direction
resources are disclosed without appropriate information or
cautionary language
21
Press releases referencing a technical
report
Press release referencing a technical report
ensure the technical information has been signed off by a
qualified person
have appropriate consents of qualified persons to file with
the press release, if required
Dissemination of Information Press
Releases
Press Releases
Widely disseminated recognized news service
Factual information disclosure of positive and negative
information
Market surveillance - IIROC
Trading Halt
Timing of press release
Rumours
Selective Disclosure
Posting information on Issuer website
Analyst conference call
Presentation
22
Virginia K. Schweitzer (Ottawa)
Partner
613 236 3882
[email protected]
M&A Primer For Mining Companies
Tactical Shareholders Rights Plans and
Anticipatory Takeover Defence Mechanisms
Lata Casciano (Vancouver)
March 1, 2011
23
Defensive Tactics
In Canada, the prevailing view has been that directors cannot
prevent a hostile bidder from taking its bid directly to
shareholders through the use of defensive tactics.
However, recent securities regulatory decisions appear to
have challenged that position or have they?
Overview
Directors duties and the business judgement rule.
Recent securities commission decisions on shareholder
rights plans (SRPs).
Defensive Tactics Directors Duties
Directors are required under corporate law to manage or
supervise the management of the business and affairs of the
corporation.
In exercising their powers and discharging their duties,
directors must:
(i) act honestly and in good faith with a view to the best
interests of the corporation, and
(ii) exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable
circumstances.
24
Defensive Tactics Directors Duties
(contd)
BCE Inc. Decision
The fiduciary duty of the directors to the corporation originated
in the common law. It is a duty to act in the best interests of the
corporation. Often the interests of shareholders and stakeholders
are co-extensive with the interests of the corporation. But if they
conflict, the directors duty is clear it is to the corporation:
Peoples Department Store.
The fiduciary duty of the directors to the corporation is a broad,
contextual concept. It is not confined to short-term profit or share
value. Where the corporation is an ongoing concern, it looks to
the long-term interests of the corporation. The content of this
duty varies with the situation at hand. . . . In any event, the
fiduciary duty owed by directors is mandatory; directors must look
to what is in the best interests of the corporation.
Defensive Tactics Business Judgement
Business Judgement Rule
Directors can manage or supervise the management of the
business according to their best judgement. Decisions of the
board that have been made honestly and in good faith on
reasonable grounds in the context of the relevant duties will
generally be respected by the courts.
Key to reliance on the business judgement rule is the process
adopted by the Board in arriving at its decision. That process
should demonstrate the due diligence undertaken by the
Board in arriving at its decision (e.g., appointment of a special
committee and engaging appropriate legal, financial and
other advisors).
25
Defensive Tactics NP 62-202
National Policy 62-202 Take-Over Bids Defensi ve Tactics
Securities regulators recognize that management of a target
issuer may, subject to the exercise of their fiduciary duties,
take defensive measures to defeat the bid.
However, securities regulators will take appropriate action if
they become aware of defensive tactics that will likely result in
shareholders being deprived of the ability to respond to a bid.
Defensive Tactics - SRPs
Shareholder Rights Plans (Poison Pill)
Commonly used defensive tactic to address unsolicited bids.
The effect of an SRP when triggered is to dilute significantly
the holdings of the bidder.
SRP can be adopted in advance of any contemplated bid or
may be adopted in the face of a bid (a tactical plan).
TSX rules require shareholder approval within six months of
adoption.
26
Defensive Tactics SRPs (contd)
Shareholder Rights Plans (contd)
In determining when an SRP should be terminated, securities
regulators generally consider a number of factors, including:
When the SRP was adopted, whether informed shareholder
approval was obtained at the time and whether shareholders
continue to support the SRP.
The size and complexity of the target company.
Nature of the bid, including whether it is coercive or unfair to
shareholders and the time elapsed since announcement.
Targets response to the bid and likelihood of alternatives.
Historically, securities regulators have taken the view that a
SRP should be terminated after it has outlived its usefulness.
Defensive Tactics SRPs (contd)
Recent Decisions
In recent decisions, Canadian securities regulators
have allowed SRPs to stay in effect to block a
hostile bid:
Re Pulse Data Inc. (ASC)
Re Neo Material Technologies Inc. (OSC)
However:
BCSC did not follow ASC/OSC in Lions Gate Entertainment Corp.
OSC clarified its position in Baffinland Iron Mines Corporation.
27
Defensive Tactics SRPs (contd) Recent
Decisions
Bottom line:
SRPs are useful tactical tool in dealing with unsolicited
bids.
Informed shareholder approval and continued support is a
relevant factor.
Forum of the hearing to review an SRP will be relevant.
Lata Casciano (Vancouver)
Partner
604 631 4746
[email protected]
28
Insider Trading Investigations in the Context of
Material Transactions
Georald S. Ingborg (Vancouver)
March 1, 2011
Introduction
Public disclosure relating to material transactions
Receipt of inquiries by securities regulatory authorities
Responding to inquiries by securities regulatory authorities
Conclusions
29
Public Disclosure relating to Material
Transactions
When to Publicly Disclose
Initially, when the parties have committed to a transaction,
but will be factually driven
Consider disclosure obligations at each stage of the
transaction
If also a US public company, disclosure may be required
earlier
Public Disclosure relating to Material
Transactions (contd)
In Canada, many transactions not disclosed at non-binding
LOI stage
Implement Blackout Period on Trading
When?
Who?
30
Receipt of Inquiries by Securities
Regulatory Authorities
Securities regulators take insider trading very seriously
Inquiries may be made by a number of securities regulatory
authorities, domestic or foreign
Scope of Inquiries relate to identity of all individuals who may
have been or were in possession of material non-public
information
Inquiries relating to material M&A transactions are now almost
ordinary course
Public companies need to regulate behaviour accordingly
Responding to Inquiries by Securities
Regulatory Authorities
If an investigation is properly anticipated, then response
should be painless, although time-consuming
Be truthful if not, further inquiries will likely result due to
forensic capabilities of regulatory authorities
31
Conclusions
Establish proper protocols within corporate disclosure policy
Follow the protocols established
Periodically audit those protocols
Insider trading can result in guilt by association
Establish that your company has done everything it can and
was not complicit in the unlawful behaviour of an individual
Georald S. Ingborg (Vancouver)
Partner
604 631 3225
[email protected]
32
Deals with Chinese Enterprises
R. Greg Powers, Q.C. (Calgary)
March 1, 2011
State Owned Enterprise (SOE) vs. Private
Enterprise
SOEs
Agency of the State
May have corporate structure, but often more like a Crown
Agency
Approximately 125 in 2010 in most major industries
Numbers have been reducing
Tend to be very large
May have a bureaucracy
Strategic Investors
Usually operate through wholly-owned or majority
controlled subsidiaries
Western style corporate structure
Subsidiaries may be listed on major stock exchange(s)
33
State Owned Enterprise (SOE) vs. Private
Enterprise
Private Enterprise
May be publicly listed or privately held
no State involvement
becoming more common
active in most industry sectors, including mining
Western style corporate structure
Entrepreneurial
May be more agile in making deals
May have more difficulty getting State approvals
May operate through wholly-owned subsidiaries
often in Hong Kong
Approval Process
Private Enterprise
Internal
Executive
Board
State approvals
State Council
National Development and Reform
Commission (NDRC)
Ministry of Commerce (MOFCOM)
State Administration of Foreign
Exchange (SAFE)
May have longer approval
process
If operating from Hong Kong
may not have to obtain
approvals
SOE
Internal
Departments
Executive
Board
State approvals,
State Council
National Development and Reform
Commission (NDRC)
Ministry of Commerce (MOFCOM)
State Administration of Foreign
Exchange (SAFE)
State-owned Assets Supervision
and Administration Commission
(SASAC)
May have an inside track
34
Negotiations - Understand what you are
dealing with
Both SOEs and Private Enterprises
With International experience
Similar to Western entities
Without international experience
Learning curve
Highly educated
younger managers vs older managers
Language
younger managers vs older managers
SOEs may have complex internal approval processes
Relationship
May take time to develop a level of understanding and trust
Target Business - Both SOEs and Private
Enterprises
The Target
Canadian operations or entity
Foreign operations of a Canadian entity
The Route
Investor
Control position
Acquisition
Consider the Canadian entities approvals
Investment Canada
Competition Act
Industry specific
Foreign Assets
35
Transaction Priorities - Both SOEs and
Private Enterprises
Understand the priorities
SOEs
Raw materials
Knowledge/management skills
Profits
Private Enterprises
Investment
Profits
Transaction Type - Both SOEs and
Private Enterprises
Corporate/Securities Transactions
Take Over Bid
Amalgamation
Plan of Arrangement
Asset Transactions
J oint Venture
Asset purchase
SOEs
Can be very familiar with Western deals depending on other experiences
More complex deal structures may take longer to finalize
Understanding
More levels of approvals
Private Enterprises
More likely to be familiar with Western deals, especially if based in Hong
Kong
May be able to adapt to complex structures more quickly
Experience
Fewer levels of approvals
36
Documentation - Both SOEs and Private
Enterprises
Basic documents
Letter of Intent/MOU
Confidentiality Agreement
Definitive Agreement
J oint Venture Agreement
Other documents
May depend on familiarity with local practices and level of
experience
Many have UK and US experience
Consider when to bring in the outside professionals
Many Chinese entities bring in financial and technical assistance
at an early stage
Lawyers may be later but can spoil the party if not invited soon
enough
Closing - Both SOEs and Private
Enterprises
Allow for
Learning local laws and practices
Obtaining approvals
SOEs more likely to have prior approval or process underway
Private Enterprises may have to apply for approvals when the
agreements have been signed
International movement of funds
37
Post Closing
SOE - joint venture or investment
on going meetings and exchange of information
a larger group of participants
more intense if SOE is interested in knowledge
have to account to a larger group of stakeholders and
supervisors
Private Enterprise - joint venture or investment
on going meetings and exchange of information
intensity will depend on level of knowledge of the business
and local practices
have to account to shareholders/investors
R. Greg Powers, Q.C. (Calgary)
Partner
403 261 6148
[email protected]
38
Questions?

BIOGRAPHIES

VANCOUVER CALGARY TORONTO OTTAWA MONTRAL QUBEC CITY LONDON PARIS JOHANNESBURG

BIOGRAPHY
1

Areas of Practice
Securities and Mergers &
Acquisitions
Mining - Global Mining
Life Sciences
Investment Products & Wealth
Management
Cross-Border and International
Transactions
Corporate Governance

Education
B Comm,
University of British Columbia,
1982
LLB,
1986

Year of Call
Ontario, 1989
British Columbia, 1987

Lata Casciano
Partner

Vancouver
Direct Line: 604 631 4746
Facsimile: 604 632 4746
[email protected]
www.fasken.com/Lata-Casciano

Lata Casciano, partner, chairs the Securities and Mergers & Acquisitions Group in Vancouver and is
a member of the Steering Committee for the National Securities and Mergers & Acquisitions Group.
Lata has tremendous securities expertise. From 1993 to 1997, Lata worked for the British Columbia
Securities Commission ("BCSC") as Senior Legal Counsel and Policy Advisor in the Policy and
Legislation Division, and from 1989 to 1992 she worked for the Ontario Securities Commission
("OSC") as Solicitor, initially in the Legal Adviser's Office and then in the Corporate Finance Branch.
While at the Commissions, Lata developed legislation and policy related to securities regulations,
primarily in relation to corporate finance matters, including derivatives, real estate securities and
mortgage syndicates. She spearheaded the new prospectus disclosure system for mutual funds and
participated in the development of the new national rules on mutual funds, commodity pools and
mutual fund sales practices, all for the Commissions. Lata also represented the Commissions on
numerous committees, including the CSA Mutual Fund Committee, the CSA Task Force on Civil
Remedies and Integrated Disclosure System, the CSA National Escrow Committee and the CSA
National Policy Statement 41 Shareholder Communication Committee.
These opportunities, challenges and contributions have greatly enhanced Lata's current law
practice. Hers encompasses all aspects of securities, mergers and acquisitions, and investment
funds. She has acted as issuer's counsel and underwriters' counsel in a variety of domestic and
cross-border public and private financings, and mergers and acquisitions including takeover bids.
She regularly advises clients on ongoing compliance matters, including ongoing disclosure
requirements and corporate governance matters as well as applications for relief from regulatory
requirements.
Representative Experience
Eldorado Gold and Brazauro Resources complete plan of arrangement
Advised Eldorado Gold Corporation
Eldorado Gold closes acquisition of Sino Gold, creating $7.7 billion market cap company
Great Basin Gold closes $126.5 million bought deal public offering of convertible debentures
Advised the syndicate of underwriters led by RBC Capital Markets
Pelangio Exploration closes bought deal private placement
Advised Pelangio Exploration Inc.
Eldorado Gold acquires stake in Sino Gold
First Quantum Minerals completes $345 million overnight marketed public offering
Advised First Quantum Minerals Ltd.
Great Basin Gold completes $149.5 million equity financing
Advised the underwriters led by BMO Capital Markets and RBC Capital Markets


BIOGRAPHY
Lata Casciano
2
Pelangio completes plan of arrangement; renamed PDX Resources
Advised Pelangio Mines Inc.
Skye Resources and HudBay Minerals complete $460 million business combination
Advised Skye Resources Inc.
Sonus Pharmaceuticals and OncoGenex Technologies complete business combination
Advised OncoGenex Pharmaceuticals, Inc.
Pan African Mining Corp. acquired by Asia Thai Mining in $157 million deal
Advised Pan African Mining Corp.
GLG Life Tech Corporation signs strategic alliance and multi-decade supply agreement with
leading multi-national agribusiness corporation for natural zero-calorie sweetener
Advised GLG Life Tech Corporation
Robert Bosch GmbH acquires Extreme CCTV
Advised Extreme CCTV Inc.
Mineral Securities completes $39.6 million acquisition of common shares of Platmin
Advised Mineral Securities Limited
International Automotive Components completes Collins & Aikman soft trim acquisition
Advised International Automotive Components Group North America
sxr Uranium One and UrAsia Energy complete US$5 billion business combination
Advised sxr Uranium One Inc.
Great Basin Gold completes $149.5 million financing
Advised the underwriting syndicate led by BMO Capital Markets
Pelangio Mines completes sale of Detour Lake Property
Advised Pelangio Mines Inc. in its sale of Detour Lake Property to Detour Gold Corporation.
Gemcom acquires Surpac Minex Group for $26 million
Advised Gemcom Software International Inc.
Eldorado Gold completes $186 million offering
International Royalty completes offering and acquires Voisey's Bay Royalty
Advised International Royalty Corp.
Doman Industries completes restructuring
Advised Doman Industries Ltd. and Western Forest Products
Ivanhoe Mines completes $150 million bought deal offering
Advised underwriting syndicate including HSBC Securities (Canada), GMP Securities, CIBC
World Markets and UBS Securities Canada
Eldorado Gold completes $46 million bought deal financing
MacDonald, Dettwiler completes $135 million share distribution
Advised the underwriting syndicate led by RBC Dominion Securities Inc.
MDA Holdings Corporation provides $36.4 million secondary offering of common shares of
MacDonald, Dettwiler and Associates
Advised the underwriting syndicate led by Scotia Capital Inc.
Diebold acquires Global Election Systems
Advised Diebold, Incorporated


BIOGRAPHY
Lata Casciano
3
DeBeers successful in its unsolicited take-over bid of Winspear Diamonds Inc.
Advised De Beers Canada Holdings Ltd.
Pope & Talbot Inc. successful in its unsolicited takeover bid of Harmac Pulp Inc.
Advised Pope & Talbot Inc.
Represented the general partner of a flow-through share oil and gas limited partnership, as lead
counsel, in connection with its initial prospectus offering of limited partnership units.
AnorMED completes public offerings totalling more than $100 million
Advised AnorMED Inc.
Represented the manager of a managed futures fund as lead counsel in connection with the
fund's initial prospectus offering of trust units and renewal of its prospectus, and in obtaining the
regulatory relief necessary for the fund's operations.
Simon Fraser University completes a $150 million private placement of unsecured debentures
Represented Simon Fraser University
Advisor to The Investment Funds Institute of Canada in connection with the collapse of
Vancouver-based securities dealer
Advised The Investment Funds Institute of Canada
Advisor to the Mortgage Brokers Association of British Columbia in connection with proposed
legislative amendments to the Mortgage Brokers Act
Advised the Mortgage Brokers Association of British Columbia
Advised a dealer in connection with a private placement of a novel offering of derivative
securities
Advised a dealer
Consultant to British Columbia Securities Commission in connection with new regulations
governing mutual fund disclosure and mutual fund sales practices.
Consultant to British Columbia Securities Commission
Counsel to a shareholder of a target company in connection with its successful application to the
BCSC for orders restraining an illegal takeover bid
Advised a shareholder of a target company
GMP Securities Ltd. completes two private placements of special warrants
Advised GMP Securities Ltd.
RBC Dominion Securities Inc. completes $84 million IPO of common shares of MacDonald,
Dettwiler and Associates Ltd.
Represented RBC Dominion Securities Inc.
Represented the general partner of a flow-through share oil and gas limited partnership, as lead
counsel, in connection with a private placement of limited partnership units.
Represented the British Columbia Securities Commission and the Ontario Securities
Commission on numerous commitees of the CSA
Represented the British Columbia Securities Commission (BCSC) and the Ontario Securities
Commission (OSC)
Represented an international dealer, as lead counsel, in connection with a private placement of
Class A and B Preferred Shares of a local biotechnology company
Presentations
M&A Primer, Global Mining Group Seminar, March 1, 2011
Securities Continuous Disclosure Update, Securities Group Seminar, December 7, 2010


BIOGRAPHY
Lata Casciano
4
Registration Reform Update, Securities Regulatory Compliance Group Seminar, November 30,
2010
Mutual Funds Point-of-Sale Regime, Investment Products & Wealth Management Group
Seminar, November 26, 2010
Regulatory Update - NI 31-103 Registration Reform and Other Matters, Securities Regulatory
Compliance Group Seminar, September 20, 2010
NI 31-103 Registration Reform - Regulatory Update, Investment Products and Wealth
Management Group Seminar, March 5, 2010
Mutual Fund Dealers, NI 31-103 Registration Requirements Seminar Series, November 5, 2009
Investment Dealers, NI 31-103 Registration Requirements Seminar Series, October 29, 2009
Portfolio Managers, NI 31-103 Registration Requirements Seminar Series, October 22, 2009
Investment Fund Managers, NI 31-103 Registration Requirements Seminar Series, October 15,
2009
Fasken Martineau Symposium, The Fasken Martineau Symposium offers corporate counsel an
essential source of training that is free and qualifies under the Law Society of British Columbia's
Continuing Professional Development Program., October 7, 2009
Exempt Market Dealers, NI 31-103 Registration Requirements Seminar Series, October 6, 2009
Understanding National Instrument 31-103 Registration Requirements, Roundtable discussion
with the BCSC (British Columbia Securities Commission), April 24, 2008
Ontario Civil Liability Regime for Secondary Market Disclosure Round-Up CNQ, J anuary 5, 2006
Corporate Governance Update, Corporate Counsel and Business Law Sections, Canadian Bar
Associations (BC Branch), J anuary 2004
Understanding New Liabilities Related to Mining Disclosure, The Conference Board of Canada,
New Disclosure Rules for Mining Companies, December 2002
Corporate Governance Compliance, CBA Corporate Counsel and Business Law Sections,
November 2002
eFinancing Course, From IP Address to IPO, E-business, L.L.M. E-Business Law Program,
J anuary - March 2002
Legal Role in Financial Risk Management - Securities Regulatory Practice and Pitfalls, CCCA
Annual Meeting 2001, August 2001
All You Need to Know About Employee Stock Incentives, HRMA / WorldatWork Conference
2001, J une, 2001
Trading Securities on the Internet - Potential Liabilities for Issuers, Insight, Issuing and Trading
Securities on the Internet, October 1999
The Vantage Bankruptcy: A Mutual Fund Industry Perspective, The Insolvency Institute of
Canada, J anuary 1999
Update on the Proposal to Provide Statutory Civil Liabilities for Continuous Disclosure; The
Regulation of Real Estate Securities in British Columbia (Updated) (Co-Authored), Insight,
Western Canadian Securities Conference, April 1998
Civil Liability for Inadequate Disclosure Under Canadian Securities Law, 27th Annual Workshop
on Commercial and Consumer Law, October 1997
Mutual Fund Disclosure Initiatives, The Investment Funds Institute of Canada Mutual Fund
Forum, April 1997
BIOGRAPHY
Lata Casciano
5

Changes in the Regulation of Mutual Funds, Insight, B.C. Securities Forum - The Changing Face
of BC Capital Markets, March 1997
Regulation of Real Estate Securities, CBA Real Estate Property Section Meeting, J anuary 1997
Internet Disclosure - Corporate Communications on the World Wide Web, Insight, Western
Canadian Securities Forum, November 1999
Publications
"Minimizing Liability for Forward-Looking Information", Securities and Mergers & Acquisitions
Bulletin, December 16, 2010
"Certification Compliance Update", Securities and Mergers & Acquisitions Bulletin, December 13,
2010
"The British Columbia Securities Commission mandates electronic filing of distribution reports",
Securities and Mergers & Acquisitions Bulletin, August 2009
"BCSC announces streamlined short-form prospectus reviews for mining issuers", Securities and
Mergers & Acquisitions Bulletin, J uly 2009
"Q&A: What options are available to access public financing in volatile market conditions?", BC
Business magazine's "Ask a Lawyer" feature, J uly 2009
"Global Mining Group Newsletter", Summer 2009 issue, J une 2009
"OSC Decision in HudBay Identifies Fair Treatment of Shareholders as the Key Consideration in
Requiring HudBay Shareholder Approval of the Transaction and Questions the Independence of
Financial Advisers", Securities and Mergers & Acquisitions Bulletin, J une 2009
"British Columbia Takes Action Under Instrument Regulating Over-the-Counter Issuers With
Connections to British Columbia", Securities and Mergers & Acquisitions Bulletin, May 2009
"Global Mining Group Newsletter", Spring 2009 issue, March 2009
"CSA Offers Additional Guidance on Continuous Disclosure in Current Economic Conditions",
Securities Law Bulletin, J anuary 2009
"Changes To Officer Certification Requirements", Securities Law Bulletin, J anuary 2009
"New Material Contract Filing Obligations Effective March 17, 2008", by Lata Casciano, Georald
Ingborg and Steve Saville, February 2008
"Proposed National Instrument 45-106 Harmonizing Prospectus and Registration Exemptions
Across Canada", Securities and Mergers & Acquisitions Bulletin, February 2005
"New Regulation Governing Commodity Pools", Investment Funds Bulletin by Lata Casciano,
October 2002
Memberships and Affiliations
Securities Legal Advisory Committee to the British Columbia Securities Commission
Securities Section, Canadian Bar Association, (BC Branch)
Prospectors and Developers Association of Canada
Association for Mineral Exploration of British Columbia

BIOGRAPHY
1

Areas of Practice
Acquisitions
Transactions

Education
B.S. - Foreign Service,
Georgetown University, 1988
LLB,
Dalhousie University, 1992
MBA,

Year of Call
Ontario, 1994

Gregory Ho Yuen
Partner

Toronto
Facsimile: 416 364 7813
[email protected]
www.fasken.com/gregory-hoyuen

Greg Ho Yuen is a Partner and a member of Fasken Martineau's Securities Group and its Global
Mining Group. His corporate and securities law practice focuses on corporate finance and mergers
and acquisitions. His experience includes acting for issuers and underwriters in domestic and
international public offerings and private placements; mergers and acquisitions and other business
combinations; advising generally on Canadian securities laws (including continuous disclosure and
regulatory compliance); stock exchange listings; and the negotiation and drafting of agreements
relevant to the business activities of public corporations.
Greg also acts on behalf of domestic and international mining clients, assisting them in the
negotiation of earn-in and joint venture agreements as well as the financing of their exploration and
development projects.
Greg has spoken at conferences relating to M&A transactions equity, financing techniques,
securities law and the resources sector. He has also appeared before various panels and
committees to address the issue of securities regulatory reform.
Uranium One completes US$1.5 billion cross-border ARMZ transaction
Advised Uranium One Inc.
Uranium One enters into option agreement to acquire Mantra Resources from ARMZ, valuing
Mantra at A$1.2 billion
Advising Uranium One Inc.
Gammon Gold to acquire Capital Gold in US$288 million deal
Advising Gammon Gold Inc.
Uranium One completes $260 million debenture financing
Uranium One acquires 50% of Karatau Uranium Mine
Gammon Gold completes $115 million bought deal offering
Advised Gammon Gold Inc.
Comaplex Minerals closes $23.5 million bought deal private placement
Advised the underwriters led by BMO Capital Markets
IAMGOLD closes $345 million equity financing
Advised the underwriters led by Canaccord Capital Corporation and TD Securities Inc.
Great Basin Gold completes $149.5 million equity financing
Advised the underwriters led by BMO Capital Markets and RBC Capital Markets


BIOGRAPHY
Gregory Ho Yuen
2
Pan-Canadian Investors Committee completes $32 billion ABCP restructuring
Advised the Issuer Trustees/Debtors and one of the Sponsors
Northgate Minerals files universal base shelf prospectus for securities offerings of up to $250
million
Advised Northgate Minerals Corporation
Comaplex Minerals closes $35.3 million common share and flow-through share bought deal
financings
Advised BMO Capital Markets and an underwriting syndicate led by Haywood Securities Inc.
Ascendant Copper Corporation acquires St. Genevive Resources
Advised Ascendant Copper Corporation
Canadian Royalties completes $137.5 million convertible debenture offering
Advised the underwriters led by BMO Nesbitt Burns Inc.
Uranium One acquires Energy Metals for $1.9 billion
Advised Uranium One
Canadian Royalties completes $75 million public equity offering
Advised the underwriters
Gammon Lake Resources completes $200 million public offering
Advised Gammon Lake Resources Inc.
sxr Uranium One and UrAsia Energy complete US$5 billion business combination
Gammon Lake Resources and Mexgold Resources complete $1.6 billion business combination
International Minerals closes $92 million financing
Advised underwriting syndicate co-led by TD Securities Inc. and Dundee Securities Corporation
Eramet S.A. acquires Weda Bay in $200 million+ deal
Advised Weda Bay Minerals Inc.
First Quantum acquires Adastra for $275 million
Advised First Quantum Minerals Ltd.
Frontera Copper closes $26.7 million debt offering
Advised RBC Capital Markets, leader of the underwriting syndicate
sxr Uranium One completes $170.6 million equity financing
Advised BMO Nesbitt Burns Inc.
Aflease Gold and Uranium Resources completes US$20 million private placement
Advised BMO Nesbitt Burns Inc. and the underwriting syndicate
Alamos Gold completes $30 million public offering
Advised the underwriting syndicate consisting of BMO Nesbitt Burns Inc., Haywood Securities
Inc., McFarlane Gordon Inc. and GMP Securities Ltd.
Gammon Lake Resources and Mexgold Resources complete combined $66 million private
placement and acquisition of mine in Mexico
Advised BMO Nesbitt Burns Inc.
WGI Heavy Minerals completes $38 million offering
Advised the underwriting syndicate led by RBC Dominion Securities Inc.


BIOGRAPHY
Gregory Ho Yuen
3
EBX Group sells Amapari Gold Project in Brazil to Wheaton River Minerals for US$105 million
Advised EBX Group
RNC Gold merges with Tango Mineral Resources in reverse takeover
Advised RNC Gold Inc.
Moydow Mines sells Ntotoroso property to Newmont Mining for $35 million
Advised Moydow Mines
Moydow Mines sells Ntotoroso property in Ghana to Newmont Mining for $45 million
Advised Moydow Mines International Ltd.
Rio Algom sells 25% interest in Alumbrera Mine for US$180 million
Advised Rio Algom Limited
IBM acquires PwC consulting and technology services business in US$3.5 billion deal
Advised PricewaterhouseCoopers
IAMGOLD completes treasury and secondary offering
Advised the underwriting syndicate led by RBC Capital Markets
Drug Royalty acquired for $133 million by subsidiary of Inwest Investments
Advised Drug Royalty Corp.
TD Bank Financial Group transfers more than $8 billion of assets under administration to
subsidiary of AGF Management
Advised TD Bank Financial Group
SPX acquires United Dominion in US$1.8 billion transaction
Advised SPX Corporation
CPL Long Term Care Real Estate Investment Trust completes first public convertible debenture
offering by a REIT
Advised the underwriting syndicate, led by CIBC World Markets
Alamos Gold completes private placements for gross proceeds of $92.3 million
Advised RBC Capital Markets
Presentations
Working Through Challenging Times in the Mining Sector, October 30, 2008
Publications
"Update on Selected Mining Topics", Global Mining Bulletin, August 2008
"Uranium Mine Approval Process: Achieving Regulatory Compliance", Written by Gregory Ho
Yuen and Chuck Higgins with the assistance of Andrew E. Derksen, April 2008
"The TSX and AIM - the investment landscape for Canadian exploration companies", CIM
Magazine, Vol.2, No.3, May 2007
"The TSX and AIM - The Investment Landscape for Canadian Exploration Companies", Author,
Law and Money, March 2007
"National Instrument 43-101 Gets Updated", December 2005/J anuary 2006
"Use of Stock Markets and Venture Funds to Finance Mining Projects", Author, paper delivered
at Rocky Mountain Mineral Law Foundation's Institute on International Mining Law and
Investment in Latin America and the Caribbean, April 2005
"Foreign Company Guide to Raising Capital on Toronto Stock Exchange and Toronto Venture
Exchange", Author, joint publication of the TSX and Fasken Martineau, March 2004
BIOGRAPHY
Gregory Ho Yuen
4

"Mergers and Acquisitions in Canadian Mining: an Introduction for Non-Canadians", Author,
Fasken Martineau Publication, February 2000
Rankings and Awards
Canadian Legal Lexpert Directory 2010: repeatedly recommended, Mining
Rated by Martindale-Hubbell in the areas of securities, mergers and acquisitions, and natural
resources
Community Involvement
Director, Prospectors and Developers Association of Canada
Co-Chair, Securities Committee of the Prospectors and Developers Association of Canada

BIOGRAPHY
1

Areas of Practice
Acquisitions
Corporate / Commercial
Transactions
Project Finance

Education
B Comm,
1994
LLB,
University of Victoria, 1997

Year of Call
British Columbia, 1998

Georald S. Ingborg
Partner

Vancouver
Facsimile: 604 632 3225
[email protected]
www.fasken.com/georald-ingborg

Georald Ingborg is a partner in our Corporate and Commercial Department whose practice is
primarily focused in the areas of public and private financing (both debt and equity), public company
reporting and compliance, and mergers and acquisitions. Georald has acted for investment dealers
and issuers in the mining, technology, biotechnology and industrial sectors on a variety of matters,
including domestic and international public offerings and private placements, stock exchange
listings, mergers and acquisitions and other business combinations, complex corporate
restructurings and ongoing corporate governance matters.
Early in his career, Georald spent two years on secondment to the firm's London, England office
where he regularly represented investment banks and other financial institutions, multi-national
corporations, law firms and accounting firms on the Canadian elements of financings, including
cross-border acquisition financings and project financings.
Asia Bio-Chem Group closes $10 million equity financing
Advised Asia Bio-Chem Group Corp.
Pretium Resources closes $265 million IPO and acquisition of Snowfield and Brucejack Project
from Silver Standard Resources
Advised Pretium Resources Inc.
Yellowhead Mining completes amalgamation with Four Points Capital
Advised Yellowhead Mining
OceanaGold closes equity raising
Advised OceanaGold Corporation
Eldorado Gold and Brazauro Resources complete plan of arrangement
Foraco acquires Adviser Drilling
Advised Foraco International SA
BHP Billiton Canada acquires Athabasca Potash in $331 million deal
Advised BHP Billiton Canada Inc.
Augusta Resource closes $32.5 million share offering
Advised Augusta Resource Corporation
OceanaGold closes subscription receipt offering and private placement raising $86.3 million
GLG Life Tech Corporation completes US$27.5 million equity offering


BIOGRAPHY
Georald S. Ingborg
2
Great Basin Gold closes $126.5 million bought deal public offering of convertible debentures
Advised the syndicate of underwriters led by RBC Capital Markets
Augusta Resource closes $29 million bought deal financing
Polaris Minerals closes $25 million bought deal financing
Advised Polaris Minerals Corporation
Asia Bio-Chem closes Daqing Biochemical acquisition
Advised Asia Bio-Chem Group Corp.
Copper Mountain Mining closes $20 million equity offering
Advised J ennings Capital Inc. and Canaccord Capital Corporation
Uranium One signs US$100 million credit facility
Asia Bio-Chem closes qualifying transaction
Advised Asia Bio-Chem Group Company Ltd.
Adanac closes $80 million bridge financing for Ruby Creek Project
Merit Mining and Osoyoos Indian Band achieve milestone Impacts and Benefits Agreement
Advised Merit Mining Corp.
GLG Life Tech Corporation signs strategic alliance and multi-decade supply agreement with
leading multi-national agribusiness corporation for natural zero-calorie sweetener
Adanac Moly completes $15 million financing
Advised Adanac Molybdenum Corporation
Goldmember Minerals closes qualifying transaction and financing
Advised Goldmember
Day4 Energy closes $100 million IPO
Advised syndicate of underwriters led by GMP Securities L.P. and CIBC World Markets Inc., and
including Canaccord Capital Corporation, Blackmont Capital Inc. and Raymond J ames Ltd.
Sargold merges with Buffalo Gold
Advised Sargold Resource Corporation
Foraco closes $40 million IPO and secondary offering
Advised Foraco International SA
MetroBridge Networks International completes RTO of Huntingdon Capital and public offering
Advised MetroBridge Networks International Inc.
Augusta closes $37.5 million Sumitomo/Harbinger financing
Elephant & Castle Group and Repechage Investments complete plan of arrangement
Advised Elephant & Castle Group Inc.
Kobex Resources in US$52 million agreement to acquire Lucky Jack Molybdenum Property in
Colorado USA.
Advised Kobex Resources Ltd.
Polaris Minerals closes $62.1 million offering
Advised Polaris Minerals Corporation on $62.1 million bought deal financing
CY Oriental Holdings completes $17.5 million financing
Advised Research Capital Corporation and CIBC World Markets Inc.


BIOGRAPHY
Georald S. Ingborg
3
Lignol Energy completes reverse take-over and private placement
Advised Lignol Energy Corporation
Sargold completes Monte Ollasteddu agreement with Gold Fields
Advised Sargold Resource Corporation
Rainmaker Income Fund acquires balance of Mainframe Entertainment
Advised Rainmaker Income Fund
TCP Reliable acquires the assets of insolvent Cryopak companies
Advised TCP Reliable Inc.
Miramar Mining completes public offering and concurrent private placement for gross proceeds
of $97 million
Advised the underwriting syndicate led by BMO Nesbitt Burns Inc.
Polaris Minerals completes IPO and concurrent debt financing
Advised Polaris Minerals Corporation
Doman Industries completes restructuring
Advised Doman Industries Ltd. and Western Forest Products
Ivanhoe Mines completes $150 million bought deal offering
Advised underwriting syndicate including HSBC Securities (Canada), GMP Securities, CIBC
World Markets and UBS Securities Canada
Eldorado Gold completes $46 million bought deal financing
360networks group of companies completes Canadian restructuring
Advised 360networks group of companies
ARMgold completes $140 million international private placement
Advised RBC Capital Markets
Advised two private limited partnerships in connection with their respective real estate
syndication private placement offerings tottaling more than $50 million
Advised two private limited partnerships
AnorMED completes public offerings totalling more than $100 million
Advised AnorMED Inc.
Simon Fraser University completes a $150 million private placement of unsecured debentures
Represented Simon Fraser University
Advised issuers and investment banks in connection with various reverse take-over transactions
and "qualifying" transactions on the TSX Venture Exchange
Advised issuers and investment banks
Advised mutual fund trusts in connection with their establishment and subsequent private
placements by way of offering memorandum
Advised mutual fund trusts
Advised numerous boards of directors and special committees of both private and public
companies in connection with business combinations, going-private transactions and ongoing
corporate governance matters
Advised numerous boards of directors and special committees of both private and public
companies
Presentations
BIOGRAPHY
Georald S. Ingborg
4

Publications
"New Material Contract Filing Obligations Effective March 17, 2008", by Lata Casciano, Georald
Ingborg and Steve Saville, February 2008
"Securities disclosure requirements for climate change related risks", Co-authored by Ron
Ezekiel & Georald Ingborg, October 13, 2004
Business, Securities and Corporate Counsel Sections, Canadian Bar Association (BC Branch)
Securities Committee of the Prospectors and Developers Association of Canada

BIOGRAPHY
1

Areas of Practice
Private Equity
J oint Ventures
Acquisitions
J apanese /
Energy
Asia Pacific Practice
Chinese /

Education
LLB,
University of Alberta, 1970
BA, Economics
University of Alberta, 1967

Year of Call
Alberta, 1971

R. Greg Powers, Q.C.
Partner

Calgary
Facsimile: 403 261 5351
[email protected]
www.fasken.com/Greg-Powers

Based in Fasken Martineau's Calgary office, Greg's practice has been focused in the areas of oil
and gas, securities, mergers and acquisitions, corporate commercial and project finance since 1970.
He has extensive experience in advising on mergers and corporate acquisitions, as well as in
corporate finance in connection with private and public debt and equity, corporate and limited
partnership financings. His experience includes acting for both borrowers and lenders in various
bank and other financing arrangements. His oil and gas industry experience includes advising
private and publicly listed clients on issues related to acquisitions, investments and joint venture
structures in connection with conventional projects and projects for the extraction and upgrading of
heavy crude oil and bitumen. His corporate experience at the board level of public and private
companies has given him insights into the challenges of corporate governance in a changing
regulatory environment and advising on corporate structures and corporate governance issues.
Greg's representation of small public and private entities as well as large international corporations
has given him an understanding of the needs of different sized clients in realizing their goals.
Acted as lead Canadian counsel on behalf of a Chinese oil company in respect of a the first
investment by a Chinese oil company in the Alberta oil sands
Acted as lead Canadian counsel on behalf of a Chinese oil company
GS Engineering & Construction chosen for $310 million oilsands EPC project for Harvest Energy
Advised GS Engineering & Construction Corp.
Champion Enterprises emerges from US restructuring
Counsel to Champion Enterprises on Canadian elements of its reorganization
Fugro Data Solutions Canada acquires Divestco's archive and technical records divisions
Advised Fugro Data Solutions Canada Inc.
Fugro Data Solutions acquires oil and gas data storage activities in Canada
Advised Fugro Data Solutions Canada Inc.
Petro-Reef Resources closes financing
Advised Petro-Reef Resources Ltd.
Pennine Petroleum closes IPO
Advised Pennine Petroleum Corporation
Fugro Data Solutions acquires Trango Technologies
Advised Fugro Data Solutions
Represented a Canadian joint venture in connection with the establishment of bank lines of credit
to funds its Canadian operations

BIOGRAPHY
R. Greg Powers, Q.C.
2

Represented a Texas based exploration and production company in connection with its
Canadian initial public offering to fund its Texas operations
Acted as lead counsel on various private placements by both private and public corporations
Acted as lead counsel
Acted as lead counsel to a Calgary based junior Canadian oil and gas issuer on its initial public
offering to fund its Canadian operations
Acted as lead counsel to a Calgary based junior Canadian oil and gas issuer
Acted as lead Canadian counsel on behalf of a Chinese oil company in respect of a $2 billion
plan of arrangement to acquire oil properties in Kazakhstan held by a Canadian corporation
Acted as lead Canadian counsel on behalf of a Chinese oil company
Presentations
Mining J oint Ventures in Canada, November 3, 2008
Publications
"The Impact of 2009 Reserves Reports on Oil and Gas Companies", Securities and Mergers &
Acquisitions Bulletin, J uly 2010
"TSX Publishes Rule to Implement 25% Dilution Threshold for Public Company Acquisitions",
Canadian Securities Law News, October 2009
"TSX Publishes Rule to Implement 25% Dilution Threshold for Public Company Acquisitions",
Securities and Mergers & Acquisitions Bulletin, October 2009
"Some implications of the U.S. climate change legislation for oil sands producers", CIM
Magazine, Vol. 4, No. 6, September/October 2009
"CSA Offers Guidance to Oil & Gas Issuers on the Disclosure of Resources Other than Reserves
Data", Securities and Mergers & Acquisitions Bulletin, May 2009
Rankings and Awards
Greg was appointed Queen's Counsel in the Province of Alberta in 1998.

BIOGRAPHY
1

Areas of Practice
Acquisitions
Technology and Intellectual
Property
Charities and Not-For-Profit

Education
LLB,
McGill University, 1995
BCL,
BA (Hons), History and Political
Science

Year of Call
Ontario, 1997

Languages
English
Virginia K. Schweitzer
Partner

Ottawa
Facsimile: 613 230 6423
[email protected]
www.fasken.com/virginia-schweitzer

Virginia Schweitzer's practice includes corporate finance, mergers and acquisitions, securities,
mining law and technology law. Virginia has been involved in public offerings, including IPOs, in
Canada and the United States, and private placements for technology, biotechnology and mining
clients. Her expertise also extends to mergers, takeovers and acquisitions on behalf of both public
and non-public companies. Virginia is also involved in advising corporations (profit and non-profit) on
matters related to corporate governance.
She has acted for various public companies including World Heart Corporation, Ur-Energy Inc., Aura
Silver Resources Inc., Enablence Technologies Inc., Corel Corporation, Learnsoft Corporation and
Positron Fiber Systems Corporation. Recent public transactions have included: US$30 million cross
border private placement; Cdn$12 million public equity offering; and several acquisitions of
Canadian and US private and public companies.
Enablence Technologies completes $21.2 million public offering
Advised Enablence Technologies Inc.
Aura Silver closes private placement financing
Advised Aura Silver Resources Inc.
Enablence Technologies completes $29 million public offering
Advised Enablence Technologies Inc.
Presentations
Canadian Bar Association
County of Carleton Law Association
Licensing Executive Society
Sessional lecturer on Securities Regulation at the Faculty of Law at the University of Ottawa
Actively participates in the Girl Guides of Canada Guides du Canada
Member of the National Council of Women

BIOGRAPHY
1

Areas of Practice
Emerging Global Business
Acquisitions
Transactions
J oint Ventures

Education
B.A.H. - Politics / Sociology,
Queen's University, 1999
LLB, Specialization in Business
Law

Year of Call
Ontario, 2003

Languages
English
Hungarian
Krisztin Tth
Partner

Toronto
Facsimile: 416 364 7813
[email protected]
www.fasken.com/krisztian-toth

Krisztin Tth's practice focuses on the capital markets with an emphasis on corporate finance,
mergers and acquisitions, securities regulation and corporate governance and on the mining sector
with an emphasis on mining finance (including flow-through share offerings) and joint ventures.
Scotiabank completes acquisition of DundeeWealth for $2.3 billion
Counsel to DundeeWealth Inc. in its acquisition by Scotiabank
Uranium One completes US$1.5 billion cross-border ARMZ transaction
AXMIN closes non-brokered private placement
Advised AXMIN Inc.
Copernic sold to Harris
Advised Copernic Inc.
First Quantum Minerals to acquire Antares Minerals in cash and share transaction valued at
$460 million
Advising First Quantum Minerals Ltd.
Cedar Fair, Magnum Management and Canada's Wonderland enter into US$1.45 billion senior
secured credit facility
Advised Canada's Wonderland Company and Wonderland Company Inc.
AXMIN completes acquisition of AfNat Resources
Advised AXMIN Inc.
China Sci-Tech Holdings, a public company listing on the Hong Kong Stock Exchange,
completes $244 million acquisition of Chariot Resources
Advised China Sci-Tech Holdings Limited
Pan American Silver completes compulsory acquisition of Aquiline Resources, valuing Aquiline
at $626 million
Advised the special committee of Aquiline Resources Inc.
Golden Star Resources completes US$75 million common share offering
Advised Golden Star Resources Ltd.
Uranium One acquires 50% of Karatau Uranium Mine
AngloGold Ashanti acquires 50% interest in Moto Goldmines for US$248 million
Advised AngloGold Ashanti Limited


BIOGRAPHY
Krisztin Tth
2
Comaplex Minerals closes $23.5 million bought deal private placement
Advised the underwriters led by BMO Capital Markets
De Beers Canada and Mountain Province Diamonds enter into revised and restated Gahcho Ku
joint venture agreement
Advised De Beers Canada Inc.
Addax Petroleum agrees to $8.3 billion acquisition by Sinopec Group, the largest acquisition ever
by a Chinese, state-owned company
Advised Addax Petroleum Corporation
Alegro Health acquires Active Health for $21 million
Advised Alegro Health Corp.
AXMIN closes $2.5 million non-brokered private placement
Advised AXMIN Inc.
IAMGOLD closes $345 million equity financing
Advised the underwriters led by Canaccord Capital Corporation and TD Securities Inc.
Alamos Gold completes $83.3 million bought deal financing
Advised the syndicate of underwriters led by BMO Nesbitt Burns Inc.
Pan-Canadian Investors Committee completes $32 billion ABCP restructuring
Advised the Issuer Trustees/Debtors and one of the Sponsors
AngloGold Ashanti acquires Sao Bento Gold
Advised AngloGold Ashanti
AXMIN closes $4 million non-brokered private placement
Advised AXMIN Inc.
EBRD completes loan facility to Tirex Resources
Advised EBRD
Northgate Minerals files universal base shelf prospectus for securities offerings of up to $250
million
Advised Northgate Minerals Corporation
Private Chilean company sells water rights to Andina Minerals
Advised Inversiones y Asesorias en Recursos Hidricos S.A.
Zongshen PEM Power Systems completes $35.2 million bought deal private placement
Advised the underwriters, led by GMP Securities L.P.
GeoProMining completes $97.5 million take-over of Sterlite Gold
Advised the Special Committee of Sterlite Gold
Timminco completes $86 million financing
Advised Timminco
Craig Wireless Systems completes qualifying transaction and $40 million private placement
Advised SSQ Acquisitions Inc.
Silver Wheaton completes Penasquito transaction
Advised the Special Committee of Silver Wheaton
OceanaGold completes redomiciling transaction and $90 million IPO
Creststreet completes closing of its 2007 flow-through offering raising $58 million


BIOGRAPHY
Krisztin Tth
3
Advised the syndicate of investment dealers led by Scotia Capital Inc.
Peace Arch Entertainment closes $33 million private placement
Advised the syndicate that included CIBC World Markets, Clarus Securities Inc. and Paradigm
Capital Inc.
Rutter closes Hinz Automation acquisition and associated private placement
Advised Rutter Inc.
Blue Note Mining closes $25 million private placement
Advised the syndicate of agents led by TD Securities Inc.
Vedanta Resources acquires Sterlite Gold
Advised the independent committee of Sterlite Gold
Golden Star completes US$83 million common share offering
Isotechnika completes $40.4 million bought deal financing
Advised the syndicate of underwriters led by GMP Securities, L.P.
AXMIN closes $40.4 million financing
Advised AXMIN Inc.
sxr Uranium One completes $155 million public offering
Cangene completes $81 million bought deal by way of treasury and secondary offering
Advised the underwriting syndicate led by GMP Securities L.P.
Trade Winds Ventures completes private placement
Advised the syndicate of agents led by Octagon Capital Corporation and including Pacific
International Securities Inc.
De Beers Canada sells participating interest in diamond joint venture for $180 million
Advised De Beers Canada
Bell Globemedia acquires CHUM
Advised CHUM Limited
Addax Petroleum acquires business of Pan-Ocean Energy for $1.6 billion
Advised Addax Petroleum Corporation
Addax Petroleum closes $402 million public offering
Advised Addax Petroleum Corporation in closing its $402 million public offering
Creststreet 2006 (II) Limited Partnership completes $40 million initial public offering
Advised the syndicate of investment dealers led by Scotia Capital Inc., BMO Nesbitt Burns Inc.,
CIBC World Markets Inc. and RBC Capital Markets
Gammon Lake Resources and Mexgold Resources complete $1.6 billion business combination
GMP Capital Trust completes EdgeStone acquisition for $155.4 million
Advised GMP Capital Trust
Peace Arch Entertainment Group completes private placement
Advised Westwind Partners Inc. (sole agent to Peace Arch in Canada)
Blue Note Metals completes $75 million private placement
Advised the syndicate of agents co-led by Octagon Capital Corporation and TD Securities Inc.
International Minerals closes $92 million financing
Advised underwriting syndicate co-led by TD Securities Inc. and Dundee Securities Corporation
BIOGRAPHY
Krisztin Tth
4

Stone 2006 Flow-Through Limited Partnership raises $31.8 million in initial public offering
Advised the securities dealers led by Scotia Capital Inc. and Wellington West Capital Inc.
Celtic Minerals completes private placement
Advised J ennings Capital Inc.
Eastern Platinum completes $150 million private placement
Advised a syndicate of investment dealers co-led by GMP Securities L.P. and Canaccord Capital
Corporation
Creststreet 2006 Limited Partnership completes $40 million initial public offering
Advised the syndicate of investment dealers co-led by Scotia Capital Inc., BMO Nesbitt Burns
Inc. and CIBC World Markets Inc.
Golden Star Resources completes $88 million bought deal financing
Golden Star Resources completes $135 million acquisition of St. Jude Resources
Torex Retail completes $54 million acquisition of Systech Retail Systems
Advised Systech Retail Systems Corp.
First Trust/Highland Capital Floating Rate Income Fund II completes $85 million IPO and First
Trust/Highland Capital Senior Loan Trust closes related $85 million revolving credit facility
Advised First Trust/Highland Capital Floating Rate Income Fund II
Somerset Entertainment Income Fund completes IPO and enters into new credit facilities with
TD Bank
Advised Toronto-Dominion Bank
International Royalty completes offering and acquires Voisey's Bay Royalty
Advised International Royalty Corp.
Global Alumina closes US$30 million private placement
Advised the agents, RBC Capital Markets and J ennings Capital
Ford Credit Canada files $6 billion prospectus and renews $6 billion MTN program
Advised Ford Credit Canada Limited and Ford Motor Credit Company
Cable operator Persona Inc. acquired for $406 million by consortium of Canadian and U.S.
private equity groups
Advised Hicks, Muse, Tate & Furst Incorporated and Canadian Cable Acquisition Company Inc.
Creststreet 2003 (II) closes $25 million offering
Advised Creststreet 2003 (II) LP
Presentations
Mining the Right Seam: The Relative Merits of the Exchanges Where a Mining Company Can
List, Global Mining Group Seminar, March 8, 2011
Hostile Takeovers, 10 Crucial Issues, May 12, 2009
Publications
"Canadian Securities Regulators Issue Notice Regarding Corporate Governance Guidelines",
Securities and Mergers & Acquisitions Bulletin by Walter J . Palmer, Roxanne E. McCormick and
Krisztian Toth, J anuary 2005

BIOGRAPHY
1

Areas of Practice
Acquisitions
Emerging Global Business
Communications

Education
B.A.,
LL.B., B.C.L.,

Year of Call
Ontario, 1991
Qubec, 1987

Languages
French
Italian
English
Peter Villani
Partner

Montral
Facsimile: 514 397 7600
[email protected]
www.fasken.com/Peter-Villani

Peter Villani joined Fasken Martineau DuMoulin in 1997. He is currently responsible for the Qubec
Region Securities and Mergers and Acquisitions Practice Group and is the Montral Office
representative for the Global Mining Group. Peter was also responsible for the alternate investment
market (AIM) initiative for the Montreal Office and member of the firm's project committee to review
the merger with Stringer Saul in London, England (now Fasken Martineau Stringer Saul). Peter has
led complex transactions with major Canadian players in the retail, fiber optic testing,
telecommunications and television sectors. In addition, he has an international scope of practice with
dealings in the United States, South Africa, Romania, India, Russia, France and Chile.
Caisse centrale Desjardins enters into 7 billion global medium term note program
Advised Caisse centrale Desjardins
Capital Desjardins completes $700 million offering of Series H Senior Notes
Advised the dealers
Copernic sold to Harris
Advised Copernic Inc.
Caisse centrale Desjardins issues $600 million of medium term deposit notes
MacDonald Mines Exploration closes flow-through private placement
Advised MacDonald Mines Exploration Ltd.
Yellow Media completes $200 million offering of 6.25% convertible unsecured subordinated
debentures
Advised the underwriters led by RBC Dominion Securities Inc., TD Securities Inc. and Scotia
Capital Inc.
Caisse centrale Desjardins issues $500 million of medium term deposit notes
Capital Desjardins completes $900 million offering of Series G Senior Notes
Advised Capital Desjardins inc.
Caisse centrale Desjardins renews up to $5 billion medium term note program
Stella-Jones acquires Tangent Rail Corporation for US$165 million
Advised Stella-J ones Inc.
Industrial Alliance closes common share and preferred share offerings for proceeds of $200
million


BIOGRAPHY
Peter Villani
2
Groupe Aeroplan closes $200 million senior note offering
Advised the underwriting syndicate
Groupe Aeroplan closes $167.1 million offering of cumulative rate reset preferred shares
Advised the syndicate of underwriters
Industrial Alliance closes $100 million preferred share offering
Advised the underwriters co-led by Scotia Capital and RBC Dominion Securities
Offering by YPG Holdings for $207.5 million of cumulative rate reset preferred shares, series 3
Copernic sells search assets to Empresario
Advised Copernic
Capital Desjardins completes $500 million offering of Series F Senior Notes
Capital Desjardins completes $500 million offering of Series E Senior Notes
Industrial Alliance closes offering of $100 million of 8.25% subordinated debentures
Advised the agents co-led by RBC Dominion Securities Inc. and Scotia Capital Inc.
Asset-Backed Commercial Paper market restructuring
Advised Desjardins Group, one of the largest holders of ABCP
EXFO announces final results of substantial issuer bid
Advised EXFO Electro-Optical Engineering Inc.
Prestige Telecom completes $20 million acquisition of Radian and concurrent financings
Advised Prestige Telecom Inc.
MMFX Technologies completes institutional funding
Advised MMFX Technologies Corporation
Industrial Alliance completes $100 million preferred share offering
Advised the underwriters led by Scotia Capital Inc.
Longbow Resources sold to TriAxon Resources
Advised Longbow Resources Inc.
Gastem closes $10 million private placement
Advised Gastem Inc.
EXFO completes acquisition of Brix Networks
BRC Diamond completes combination with Diamond Core and starts trading on the TSX
Advised BRC DiamondCore Ltd. (formerly BRC Diamond Corporation) and RBC Capital Markets
Southfield Capital Advisors invests in Reinforced Plastics Systems
Advised Southfield Capital Advisors
YPG Holdings closes $200 million offering
Advised the underwriters led by RBC Dominion Securities and Scotia Capital Inc.
YPG Holdings completes $300 million offering
Represented the dealers and the banks providing the revolving credit facilities
SR Telecom sells its Chilean subsidiary Comunicacin y Telefona rural S.A.
Advised SR Telecom Inc.
Platmin completes $52.3 million initial public offering and dual listing
Advised the underwriters, RBC Capital Markets and Haywood Securities Inc.


BIOGRAPHY
Peter Villani
3
Yellow Pages Income Fund completes $381 million offering
Advised the dealers
Yellow Pages Group completes $760 million acquisition of Classified Media
Advised the dealers and the banking syndicate
Southfield Capital acquires control of RCR International
Advised Southfield Capital Advisors, LLC
YPG Holdings completes $800 million offering of MTNs
Advised the syndicate of underwriters led by RBC Dominion Securities Inc., Scotia Capital Inc.,
CIBC World Markets Inc.
OFI Income Fund completes $129.6 million initial public offering
Advised underwriting syndicate led by Scotia Capital Inc.
Microtec Enterprises plan of arrangement completed
Advised Microtec Enterprises Inc.
Jean Coutu Group acquires 1,539 Eckerd bannered stores and closes equity/senior note offering
and bank facilities
Advised the J ean Coutu Group (PJ C) Inc.
EXFO closes $40 million bought deal financing
SR Telecom closes bought deal financing and concurrent private placement
SR Telecom acquires Netro Corporation for US$122 million
Alexis Nihon REIT completes IPO
Advised the independent committee of trustees of Alexis Nihon REIT
SR Telecom completes Velocity 2000 acquisition from Nera Telecommunications
EXFO completes US$93 million acquisition of Avantas Networks
SR Telecom acquires Lucent Wireless Access Solutions
BAE Systems Canada sold to ONCAP for $594 million
Advised BAE Systems Canada (Independent committee)
EXFO acquires Efos for $171 million
EXFO completes US$187 million acquisition of Burleigh Instruments
SR Telecom completes $49 million equity offering
EXFO completes $310 million cross border IPO
Represented SR Telecom in its on-going restructuring $50 million emergency credit facility (May
2005), $50 million private placement (January 2006) and $20 million loan facility (December
2006)
Advised SR Telecom


BIOGRAPHY
Peter Villani
4
Represented the underwriters in the equity financing of $1.4 billion of Yellow Pages Fund in
March 2005 and ongoing financings in November 2005, February 2006, July 2006 and March
2007
Presentations
Due Diligence - 2nd annual edition, April 17-18, 2008
Due Diligence, November 7-8, 2007
Securities Conference, September 26-27, 2007
Client seminars on Corporate Governance and Disclosure for Public Companies, May 2006 and
November 2006
Client seminar on Corporate Governance with PricewaterhouseCoopers, March 2005
Seminar on Going Public Biotech Qubec, 2003
Publications
"Executive Summary of the New Insider Reporting Requirements and Exemptions in Force Since
April 30, 2010", Securities and Mergers & Acquisitions Bulletin, May 21, 2010
"Securities and Mergers & Acquisitions Newsletter", April 2010
"Quebec Adopts New Measures In Reaction To Recent Frauds and Commercial Paper
Meltdown", Securities and Mergers & Acquisitions Bulletin, February 2010
"The Canadian Securities Administrators Publish the New Regulation 55-104 - Insider Reporting
Requirements and Exemptions", Securities and Mergers & Acquisitions Bulletin, February 2010
"Canadian Securities Administrators' Report on Staff's Review of Executive Compensation
Disclosure", Securities and Mergers & Acquisitions Bulletin, J anuary 2010
"The Canadian Securities Administrators Propose Major Amendments to Insider Reporting
Requirements and Exemptions", Securities and Mergers & Acquisitions Bulletin, J anuary 2009
"Amendments to National Instrument 51-102 regarding material contracts to come into force on
March 17, 2008", Securities Law Update Bulletin, March 2008
"Latest News for 2008 Proxy Season", Securities Law Update Bulletin, February 2008
"Amendments To National Instrument 51-102 (NI 51-102) (Continuous Disclosure Obligations)",
Securities Law Update Bulletin, J anuary 2008
"Continuous Disclosure Obligations Update On National Instrument 51-102", November 2007
"Second Phase of Passport System under Way in all Canadian Securities J urisdictions, except
Ontario", Securities Law Update Bulletin, October 2007
"Proposed amendments to the Securities Act - Introduction of secondary market liability in
Qubec", Securities Law Update Bulletin, J uly 2007
"Amendments to Toronto Stock Exchange's rules on normal course issuer bids and debt
substantial issuer bids coming into force on J une 1, 2007 - A reminder", Securities Law Update
Bulletin, May 2007
"Executive compensation disclosure and internal control over financial reporting - Proposed
amendments by the Canadian Securities Administrators", Securities Law Update Bulletin, April
2007
BIOGRAPHY
Peter Villani
5

"Letters of intent - To disclose or not to disclose that is the question", Securities Law Update
Bulletin, March 2007
"Amendments to Option Plans and Security-Based Compensation Plans", Securities Law
Bulletin, February 2007
"Proposed amendments to prospectus rules, income trust disclosure and amendments to the
Securities Act (Ontario)", Securities Law Bulletin, J anuary 2007
"Confidentiality Agreements - Part 1", CIM Magazine, Vol. 1, No. 8, December 2006/J anuary
2007
"Canadian Securities Administrators announce amendments to National Instrument 51-102
Continuous Disclosure Obligations", Securities Law Bulletin, November 2006
"Leasing of Aircraft in the Province of Qubec", Co-author, Liber Amicorum, Robert Wisffels,
2001
Peter has been active in both the Italian and J ewish communities, having been the President of
the J ewish Vocational Service and J VS J ewish Workshop Inc. from 1994 to 1996 and is currently
acting as legal counsel to the Canadian Italian Business & Professionals Association (CIBPA). In
addition, Peter is the current President of United Talmud Torah, an organization of J ewish day
schools in Montral.


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