Mining the Right Seam: The Relative Merits of ... - Fasken Martineau

Mining the Right Seam: The Relative 

Merits of the Exchanges Where a Mining 

Company Can List 

Global Mining Group Seminar 

Tuesday, March 8, 2011 

I N S T I T U T E

Table of Contents 

Presentations 

Toronto Stock Exchange 

Janis Koyanagi 

Fasken Martineau LLP 

John Sabetti and Krisztian Toth 

London Stock Exchange 

Graham Dallas 

Fasken Martineau LLP 

Nigel Gordon 

finnCap 

Notepad 

Matthew Robinson 

Jennings Capital 

Daryl Hodges 

Biographies 7 

Tab 

1 

2 

3 

4 

5 

6

Toronto Stock Exchange and TSX Venture Exchange: 

Record Breaking Year for New Mining Listings 

PDAC 2011 – Fasken’s 

Janis Koyanagi 

Vice President, Business Development & Strategy 

Toronto Stock Exchange and TSX Venture Exchange 

S&P/TSX Mining Indices Outperform 

2 

Source: Capital IQ. One year performance Feb 1 2010 to Feb 1 2011. 

Mining Landscape 

1

4 

International Landscape for Mining Companies 

Number of Mining 

Issuers Listed 

Quoted Market Value 

(C$ Billions) 

New Mining Listings 

Equity Capital Raised 

(C$ Billions) 

YTD Nov.30.2010 

Number of Financings 

YTD Nov.30.2010 

3 

TSX 

353 

520.9 

59 

8.9 

240 

TSXV 

1,178 

42.0 

149 

4.2 

1790 

TSX&TSXV 

1,531 

562.8 

208 

13.1 

2030 

Source: Exchange Websites, World Federation of Exchanges, Capital IQ) 

Unless otherwise noted, all stats are as at or YTD December 31 2010 

LSE 

52 

624.4 

3 

2.1 

4 

AIM 

145 

27.9 

23 

1.9 

120 

ASX 

666 

684.8 

75 

1.7 

59 

JSE 

59 

442.0 

4 

0.528 

1 

Mining Landscape 

Canadian Markets… Global Leaders in Mining 

4 

1 st 

in Mining 

Equity 

Financing 

1 st 

in New 

Mining 

Listings 

9700+ 

Global 

projects 

financed 

Global mining 

transactions 

HKEx 

50 

329.4 

8 

1.5 

4 

220+ 

Analysts 

Covering Mining 

NYSE/NYSE 

Amex 

135 

1,547.1 

9 

0.961 

4 

Why TSX? 

2

TSX provides mining companies superior access to capital 

$24 Billion global 

mining equity raised 

• 54% was raised 

on TSX and TSXV 

2000+ financings 

• 91% were done 

on TSX and TSXV 

5 

Number of 

Financings 

$8.9 

$4.2 

$2.1 

Source: Gamah International, YTD November 30 2010, Compiled by TMX Group 

1531 

TSX 

TSXV 

666 

6 Source: Exchange Websites, Capital IQ 

197 

Global Mining Equity Financings ($ Billions) 

- YTD Nov 2010 

ASX LSE-AIM NYSE NYSE 

Amex 

$1.9 $1.7 

$1.5 $0.96 $0.53 

Why TSX? 

$2.4 

TSX TSXV LSE AIM ASX Hong 

Kong 

NYSE JSE Other 

240 1790 4 120 59 4 4 1 19 

TSX and TSXV is the destination market for mining companies 

2010 

2009 

2008 

2007 

2006 

TSX/TSXV 

208 

104 

138 

184 

112 

% of 

Total 

63% 

78% 

73% 

49% 

42% 

74 61 59 50 35 15 

New Mining Listings 2005 to 2010 

LSE/AIM 

26 

4 

29 

142 

70 

ASX 

75 

22 

9 

33 

55 

NYSE Amex 

4 

1 

5 

13 

14 

JSE HKEx BVL BOVESPA 

NYSE 

5 

1 

3 

3 

6 

HKEx 

8 

1 

3 

n/a 

n/a 

JSE 

4 

0 

2 

4 

10 

Why TSX? 

3

7 

Source: Capital IQ 

Average Number of Analysts by Size of Mining Company 

500 

Why TSX? 

Global Visibility: companies of all sizes receive analyst coverage 

Our mining companies have projects across the globe 

Africa: 

TSXV: 365 Properties 

TSX: 344 Properties 

8 

Asia: 



UK/Europe: 



Source: InfoMine, December 2010 

Russia & CIS Countries: 



Australia/NZ/PNG: 



Mexico: 



Types of Mining Companies 

Canada: 



USA: 



Central America 

& Caribbean: 



South America: 



4

A broad range of commodities are financed on our market 

9 

Potash 

13% 

Source: Canaccord Adams, PwC ,TSX 

*TSXV data based on 100 TSXV companies 

Uranium 

10% 

Gold 

41% 

Breakdown of TMX* Mining 

Issuers by Primary Metal 

Copper 

8% 

Diversified 

6% 

Silver 

6% 

Nickel 

4% 

Iron Ore 

2% 

Coal 

2% Diamonds 

2% 

Zinc 

PGM 1% 

1% Molybdenum 

1% 

Other 

3% 

Mining Listed Issuers Span the Spectrum 

10 

84% 

16% 

14% 

31% 31% 

2% 


$1Billion 

As at December 31 2010 

Market Capitalization Distribution of Mining Companies 

TSX Venture - 1178 Issuers, $41.9B Mkt Cap 

TSX - 353 Issuers, $520.9B Mkt Cap 


0% 

22% 

5

International Mining Companies by the Numbers 

154 

Inter. Mining Cos. 

on TSX and TSX V 

Australia, 

37, 24% 

UK/Eur, 

16, 10% 

USA, 60, 

40% 

Latin 

America, 

13, 8% 

China, 

11, 7% 

Africa, 

10, 6% 

Other, 7, 

5% 

Unless otherwise noted, all numbers are as at or YTD December 31 2010 

11 

New Listings are Diverse 

Allied Gold Limited (TSX:ALG ASX:ALD AIM:AGLD) 

–ASX Dual List with Takeover Bid 

–Gold Producer in PNG 

–$145 M Offering Post-Listing 

Anglo Pacific Group PLC (TSX:APY LSE:APF) 

-London based dual Listed 

-Leading Mining Royalty Company 

Frontier Rare Earths Limited (TSX:FRO) 

-Luxembourg headquartered 

-Exploration and development in South Africa 

-$60 Million IPO 

Gran Colombia Gold Corp. (TSXV:GCM) 

-$275 M RTO on TSXV 

-Gold & Silver exploration & development in Colombia 

-Canadian and Colombian management team 

Lithium Americas Corp. (TSX:LAC) 

-$45 M IPO 

-Exploration and development of lithium, potassium, 

borax in Argentina 

12 

$84B 

Market Cap 

5 

Average Number of 

Analysts Covering 

Int’l Mining Cos. 

Medusa Mining Limited (TSX:MLL ASX:MML AIM:MML) 

-Direct Dual List from ASX on TSX 

-Gold Producer in The Philippines 


36 

New International 

Mining Listings in 

2010 

$6.4B 

Raised Through 140 

Financings in 2010 


Minera IRL (TSX:IRL AIM:MIRL BVL:MIRL) 

-Head office in Peru 

-Lima and TSX listed 

-Precious metals mining development and 

exploration company in Peru and Argentina 

Perseus Mining Limited. (TSX:PRU ASX:PRU) 

-Australian Dual Listed Success Story 

-Gold Developer in Western Africa 

-Raised $127 M in 2010 

Rio Novo Gold Inc. (TSX:RN) 

-$46 M IPO 

-Lead by Brazilian based group 

-Gold Developer in Brazil 

Tahoe Resource Inc. (TSX:THO) 

-$383 M IPO in June 2010 

-US company with precious metals project in 

Guatemala 

Talison Lithium Limited (TSX:TLH) 

-Mines and processes lithium in Western Australia 

-Explores for lithium in Chile 

6

Methods for Going Public on Toronto Stock Exchange or TSX 

Venture Exchange 

13 

Capital Pool Company (CPC) Program has a Strong 

Track Record 

14 As at December 31 2010 

Ways of Going Public 

Ways of Going Public 

Since inception: 

•Over 2140 CPCs were created 

•80% have completed their QT – over 

1700 companies 

Currently: 

•342 Graduates now trade on TSX 

•103 of the grads were CPCs 

•128 QTs in 2010 

- 78 Mining QTs 

-16 Oil and Gas QTs 

- 6 Technology QTs 

- 5 Clean Technology QTs 

7

For more information, contact us at: 

businessdevelopment@tsx.com or +1 416.947.4477 

International Toll Free: 

Europe - 0800 5600 5700 

China - 00 800 258 9999 

North America - 1 888 873 8392 

15 

8

1 

Mining the Right Seam: The Relative Merits of the 

Canadian Exchanges Where a Mining Company Can List 

March 8, 2011 

John Sabetti & Krisztian Toth 

Primary Canadian Exchanges 

• Toronto Stock Exchange (“TSX”) versus the TSX Venture 

Exchange (“TSXV”) 

• The TSX tends to list larger mining issuers that may have 

more advanced properties 

• Factors to consider in seeking a listing 

• Minimum listing requirements 

• Methods of becoming listed 

• Direct listing application 

• Reverse Takeover (RTO) 

• Capital Pool Company (CPC) - Qualifying Transaction 

• Initial Public Offering (IPO) 

• The IPO process tends to be one of the most common 

methods of becoming listed 

1

2 

3 

Minimum Listing Requirements: TSX 

• The TSX prescribes different minimum listing requirements for 

producing mining companies versus exploration and development 

stage mining companies: 

Property 

Requirements 

Recommended 

Work Program 

Working Capital 

and Financial 

Resources 

LISTING REQUIREMENTS FOR EXPLORATION & MINING COMPANIES 

TSX Non-exempt 

Exploration and 

Development Stage 

Advanced Exploration Property 1 

Minimum 50% ownership in the 

property 2 

$750,000 on advanced exploration 

property 1 as recommended in 

independent technical report 3 

Minimum $2.0 million working capital, 

but sufficient to complete 

recommended programs, plus 18 

months G&A, anticipated property 

payments and capital expenditures. 

Appropriate capital structure 

TSX 

Non-exempt Producer 

Three years proven and probable reserves 

as estimated by an independent qualified 

person (if not in production, a production 

decision made) 

Bringing the mine into commercial 

production 

Adequate funds to bring the property into 

commercial production; plus adequate 

working capital for all budgeted capital 

expenditures and to carry on the business. 

Appropriate capital structure 

TSX Exempt 

1 “advanced exploration property” refers to one on which a zone of mineralization has been demonstrated in three dimensions with reasonable 

continuity indicated. The mineralization identified has economically interesting grades. 

2 A company must hold or have the right to earn and maintain a 50% interest in the property. Companies holding less than a 50% interest will be 

considered on a case-by-case basis looking at program size, stage of advancement of the property and strategic alliances. 

3 “technical report”, in the case of a mining property, is a report prepared in accordance with National Instrument 43-101 – Standards of 

Disclosure for Mineral Projects or any successor instrument. 

Three years proven and probable 

reserves as estimated by an 

independent qualified person 

Commercial level mining operations 

Adequate working capital to carry on 

the business. Appropriate capital 

structure. 

Commercial level mining operations 


(cont’d) 

Net Tangible Assets, 

Earnings or Revenue 

Other Criteria 

Management and Board of 

Directors 

Distribution, Market 

Capitalization and Public 

Float 

Sponsorship 

$3,000,000 net tangible assets 

$4,000,000 net tangible assets; 

evidence indicating a reasonable 

likelihood of future profitability 

supported by a feasibility study or 

historical production and financial 

performance 

Up-to-date, comprehensive technical report 3 prepared by independent 

qualified person and 18 month projection (by quarter) of sources and uses of 

funds, signed by CFO 

Management, including board of directors, should have adequate experience and technical expertise relevant to the 

company's business and industry as well as adequate public company experience. Companies are required to have 

at least two independent directors. The TSX also requires the Issuer to have a CEO, CFO (must not be the CEO) 

and a Corporate Secretary 

$4,000,000 publicly held 1,000,000 free trading public shares; 300 public holders with board lots 

Required (may be waived if sufficient previous 3rd party due diligence) 

Up-to-date, comprehensive 

technical report3 $7,500,000 net tangible assets; pretax 

profitability from ongoing 

operations in last fiscal year; pre-tax 

cash flow of $700,000 in last fiscal 

year and average of $500,000 for 

past two fiscal years 

prepared 

by independent qualified 

person 

Not required 

* Mining Disclosure Standards - National Instrument 43-101 is the Canadian Securities Administrators’ (“CSA”) policy that governs the scientific and technical disclosure for 

mineral projects made by mineral exploration and mining companies, including the preparation of technical reports. The instrument covers oral statements as well as written 

documents and websites. NI 43-101 requires that all technical disclosure be prepared by or under the supervision of a “qualified person.” Issuers are required to make disclosure 

of reserves and resources using definitions approved by the Canadian Institute of Mining, Metallurgy and Petroleum. 

2

4 

5 


Venture Exchange 

1 

• The TSXV prescribes different minimum listing requirements for Tier 

1 and Tier 2 mining companies: 

Property Requirements 

Recommended Work Program 

Working Capital and Financial 

Resources 

Net Tangible Assets, Earnings 

or Revenue 

LISTING REQUIREMENTS FOR EXPLORATION & MINING COMPANIES 

TSX Venture 

Tier 1 

Material interest in a Tier 1 property 1 

$500,000 on the Tier 1 property 1 as 

recommended by geological report 

Adequate working capital and financial resources 

to carry out stated work program or execute 

business plan for 18 months following listing; 

$200,000 in unallocated funds 

$2,000,000 net tangible assets 

Significant interest 2 in a qualifying property or, at 

discretion of the Exchange, a right to earn a significant 

interest 2 in a qualifying property; sufficient evidence of no 

less than $100,000 of exploration expenditures on the 

qualifying property in the past three years 

$200,000 on the qualifying property as recommended by 

geological report 3 

Adequate working capital and financial resources to carry 

out stated work program or execute business plan for 12 

months following listing; $100,000 in unallocated funds 

No requirement 

TSX Venture 

Tier 2 


Venture Exchange (cont’d) 

Other Criteria 

Management and Board of Directors 

Distribution, Market, Capitalization 

and Public Float 

Sponsorship 

Geological report 3 recommending completion of work program 

Management, including board of directors, should have adequate experience and technical expertise 

relevant to the company's business and industry as well as adequate public company experience. 

Companies are required to have at least two independent directors. 

Public float of 1,000,000 shares; 250 public 

shareholders each holding a board lot and having 

no resale restrictions on their shares; 20% of 

issued and outstanding shares in the hands of 

public shareholders 

Sponsor report may be required 

Public float of 500,000 shares; 200 public 

shareholders each holding a board lot and having 

no resale restrictions on their shares; 20% of 

issued and outstanding shares in the hands of 

public shareholders 

1 “Tier 1 property” means a property that has substantial geological merit and is: 

(a) a property in which the Issuer holds a material interest; and 

(b) a property on which previous exploration, including detailed surface geological, geophysical and/or geochemical surveying and at least 

an initial phase of drilling or other detailed sampling (such as trench or underground opening sampling), has been completed; 

(c) a property on which drilling or other detailed sampling on the property has identified potentially economic or economic mineralization; 

and 

(d) an independent geological report recommends a minimum $500,000 Phase 1 drilling (or other form of detailed sampling) program 

based on the merits of previous exploration results; or an independent, positive, feasibility study demonstrates that the property is 

capable of generating positive cash flow from ongoing operations. 

2 “significant interest” means at least 50% interest 

3 “geological report”, in the case of a mining property, is a report prepared in accordance with National Instrument 43-101 – Standards of 

Disclosure for Mineral Projects or any successor instrument. 

3

6 

7 

Methods of Listing 

• Direct Listing 

• application to the TSX or the TSXV in the prescribed form 

• must meet minimum listing requirements 

Methods of Listing (CONT’D) 

• Reverse Takeover (RTO) 

• An RTO is a transaction whereby a listed entity acquires a private 

company by issuing shares which have the effect of giving 

shareholders of the private company control over the public 

company 

• The private company becomes a wholly-owned subsidiary of the 

public company 

• If capital is to be raised concurrently with the RTO, the RTO is 

typically done by way of a “three cornered” amalgamation to 

‘wash off’ Canadian hold periods such that the private placement 

stock is freely tradeable upon completion of the RTO 

• Advantage is usually less dilution and reduced risk to changes in 

market conditions, however, depending on the age of the listed 

entity there can be draw backs based on the history of the listed 

entity and its shareholder base. 

• Approval of the shareholders of the listed entity is often required. 

4

8 

9 


• Capital Pool Company (CPC) - “Qualifying Transaction” 

• The CPC program is unique to the TSXV 

• A CPC is formed by founders, it has no assets (other than 

cash), is constrained in that the only business it can carry on 

is to find a private company with a growing business looking 

to go public 

• the CPC completes a “qualifying transaction” (which is 

essentially an RTO) with the private company 

• Advantages are similar to an RTO, however, the CPC has the 

added benefit that the shell is clean, shareholder approval of 

CPC is not typically required and the resulting issuer after the 

“qualifying transaction” can either list on the TSX Venture 

Exchange, or if it meets minimum listing requirements, 

graduate directly to the TSX 


• Initial Public Offering (IPO) 

• an initial public offering involves the issuer filing a prospectus and 

concurrently listing on the applicable stock exchange after 

receiving a receipt for the final prospectus 

• Advantage is that it allows for raising additional capital and 

generally provides greater liquidity than an RTO; however, the 

IPO is typically a longer process and more expensive than an 

RTO 

• The IPO tends to be one of the most common methods by which 

issuers seek a listing on the TSX and the TSXV – an overview of 

the IPO process is described below 

5

10 

11 

Overview - IPO Process 

• Very detailed process 

• preparing for the public offering 

• preparing and filing of preliminary prospectus 

• due diligence 

• regulatory review and marketing activities 

• pricing and filing of final prospectus 

• closing and commencement of trading 

Preparing for the IPO 

• Preparation of business plan and other corporate information 

• Review of market comparables (e.g. dealer commission, termination 

provisions, etc.) 

• Implement appropriate management and board structure 

• Employment, compensation and incentive arrangements 

implemented 

• Review of financial reporting history and develop MD&A 

• Corporate reorganization 

• Escrow considerations 

6

12 

13 

Preparing for the IPO (cont’d) 

• Selecting lead underwriter and syndicate 

• underwritten vs. agency “best efforts” offering 

• understanding of the issuer and its industry 

• distribution capability now and in the future 

• research coverage 

• ability to provide ongoing financial advisory services (e.g. 

M&A mandates) 

• commissions and fees 

Preparation of Preliminary Prospectus - General 

• A prospectus is an information document prepared in a prescribed form 

that is required to be delivered to investors in connection with an offering 

of securities 

• Must contain “full, true and plain disclosure of all material facts relating 

to the securities proposed to be distributed” 

• Material fact is a fact that significantly effects or would reasonably be 

expected to have a significant effect on the market price or value of the 

offered securities 

7

14 

15 

Preparation of Preliminary Prospectus – 

Statutory Liability 

• Issuer and underwriters have statutory liability for 

misrepresentations in a prospectus 

• A misrepresentation is an untrue statement of, or a failure to 

disclose, a material fact 

• Issuer’s liability is absolute whereas underwriters’ liability is 

subject to a due diligence defence 

• Prospectus is both a marketing tool and a liability document 


Non-Financial Matters 

• Long-form prospectus - Form requirements prescribed by securities 

regulation 

• Mandated cover page disclosure 

• Description of the issuer’s structure and its business 

• Use of proceeds 

• Directors and officers, executive compensation and stock option 

plans 

• Risk factors 

• Interest of management and others in material transactions 

• Principal holders of securities and escrow arrangements 

• Legal proceedings and regulatory actions 

• Description of offered securities 

• Plan of distribution 

8

16 

17 


Technical Matters 

• Scientific and technical information in the prospectus must be 

supported by a technical report prepared in compliance with National 

Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 

43-101) 

• Specific form requirements and content prescribed by NI 43-101 

• property description and location, property history, geological 

setting, mineralization, exploration, drilling, sampling method and 

approach, mineral resource and reserve estimates, etc. 

• Limited ability to rely on other experts 

• Qualified person must complete an inspection of the property 

• NI 43-101 Report filed with the preliminary prospectus – qualified 

person certificate and consent are also required to be filed 


Financial Matters 

• Historical audited and unaudited financial statements 

• 3 years of annual audited financial statements (limited audit 

exception) 

• most recent interim period (must be reviewed by auditor) 

• Management’s discussion and analysis of operating results 

• Dilution 

• Consolidated capitalization 

• Significant acquisition disclosure 

• historical and pro forma financial statements of acquired business 

9

18 

19 

Due Diligence 

• Rationale for due diligence – underwriters will want to 

establish a due diligence defence 

• Due diligence meetings 

• Directors’ and officers’ questionnaire 

• Auditors’ long form comfort letter 

• Legal opinions and expert reports 

Marketing the IPO 

• Once the preliminary prospectus is filed, marketing activities are 

undertaken 

• Restrictions on advertising during the “waiting period” between the 

preliminary prospectus and the final prospectus 

• Preparation of “green sheet” and “roadshow” presentation used to 

assist with marketing to Investment Advisors 

• Solicitations of expressions of interest - building the book 

10

20 

21 

Pricing the Offering/Underwriting Agreements 

• Pricing occurs after regulatory clearance obtained and once 

book is built 

• Often will incorporate green-shoe (over-allotment) option 

• Issuer and underwriters enter into an underwriting agreement 

which is essentially an agreement of purchase and sale 

• description of transaction 

• document delivery obligations 

• representations, warranties and conditions to closing 

• allocations to underwriters, underwriting fees – 

commissions and broker warrants 

• obligations of issuer and underwriters 

• indemnity and contribution 

Underwriting Agreements 

• Underwriters have the ability to terminate their obligations if certain 

events occur 

• material change relating to the issuer 

• breach of underwriting agreement 

• cease trading order 

• “disaster out” – event of national or international consequence 

which seriously affects financial markets or the business of the 

issuer 

• “market-out” – state of the financial markets is such that the 

offered securities cannot be profitably marketed 

11

22 

23 

Filing of Final Prospectus 

• Final prospectus filed following signing of underwriting 

agreement 

• Incorporates regulatory comments and pricing information 

• Receipts obtained from regulators 

• Printing and mailing of the final prospectus 

Prospectus Amendments 

• If there is a material adverse change after preliminary 

prospectus is filed or there is a material change after the final 

prospectus is filed and before distribution of the securities is 

completed then an amended prospectus must be filed and 

provided to each person who received the preliminary 

prospectus or the final prospectus 

12

24 

25 

Closing the IPO 

• Expiry of rights of withdrawal (“cooling off period”) 

• Satisfaction of conditions precedent in underwriting 

agreement 

• Delivery of closing documents 

• Satisfaction of stock exchange listing requirements 

• Commencement of trading 

• Green-shoe closing 

Thank You – For more information, please 

contact the following: 

John Sabetti – Partner – 416-865-4455 

Krisztian Toth – Partner – 416-865-5467 

13

London Stock Exchange – Home for global 

mining companies 

March 2011, Toronto 

London Stock Exchange Group operates the largest and 

most liquid equities market in Europe 

Market cap USD million 

3,000 

2,500 

2,000 

1,50 0 

1,0 0 0 

500 

0 

LSE BIT 

Domestic market capitalisation 

of European exchanges as at 31 June 2010 

LSEG NYSE Euronext DBAG BME SIX NASDAQ OMX 

Nordic 

Source: World Federation of Exchanges 

• With close to 3,000 companies listed/quoted on its 

markets and over 500 member firms, the London Stock 

Exchange Group operates one of the most liquid cash 

equity marketplaces globally. 

• During the first half of 2010, an average of nearly US 

$3bn worth of shares were traded daily on the LSEG’s 

markets, more than any other major exchange in 

Europe. 

• Hosting many of the biggest companies in the world, the LSEG 

represent one third of Europe’s total market capitalisation. 

• 1,900 UK-incorporated companies are currently listed/quoted 

on our London markets, sharing an aggregate market cap of 

about US $2.6 trillion, the largest among European 

exchanges. 

• Close to 600 international companies are currently 

listed/quoted on our London markets, with their aggregate 

market cap reaching nearly US $3 trillion. 

ADTV in USD million 

3,500 

3,000 

2,500 

2,000 

1,500 

1,000 

500 

- 

Average daily traded value (ADTV) and 

number of trades in shares, H1 2010 

LSEG NYSE 

Euronext 

(Europe) 

ADTV Trades 

DBAG BME SIX NASDAQ OMX 

Nordic 

120,000 

100,000 

80,000 

60,000 

40,000 

20,000 

0 

Trades ('000) 

Source: World Federation of Exchanges 

2

We provide cost-efficient access to the some of the 

world’s largest pools of international equity assets 

International equity assets 

under management in key financial 

centers 

Frankfurt 

$150bn 

Paris 

$222bn 

New York 

$804bn 

Hong Kong 

$136bn 

London 

$888bn 

International equity assets under management by type 

of investor (in USDbn) 

Banks 

Insurance 

Pension Funds 

London Stock Exchange offers a choice of routes to 

market, equally to UK and international companies 

Primary markets 

Main Market 

Admission to 

trading only 

OTHER 

Growth Companies 

Commercial Companies equity shares and funds 

Commercial Companies all types of shares 

Depositary receipts 

Options, warrants, derivatives and fixed income 

Flexible route for DRs wishing to use domestic accounting standards 

Private equity, hedge funds, complex and single strategy funds 

Companies admitted to trading on other exchanges 

Source: Ipreo June 2010 

3 

4

Mining companies in London – primary market 

Number of companies 

Aggregate market cap 

56 143 

(C$bn) 

Total number of 

582 31 

mining IPOs 2000 – 2010 34 139 

Source: London Stock Exchange statistics 

Mining fundraising on the London Stock 

Exchange 

2010 

2000-2010 

£2.74 billion total money raised* 

- £ 1.56 billion in new issues* 

- £ 1.19 billion in further issues 

£35.6 billion total money raised 

- £11.5 billion in new issues 

- £24.1 billion in further issues 

More than 1/3 of global mining 

fundraisings raised on the London Stock 

Exchange 

* Including £687.18 million raised by Vallar in July 2010 

Source: London Stock Exchange Statistics, World Federation of Exchanges, Bloomberg 

5 

6

London remains a premier equity fundraising 

centre for mining companies 

US$ million US$ million 

25,000 Funds raised (number of tranches) 

25,000 

23,019 (216) 

Funds raised (number of tranches) 

20,837 (12) 

20,000 

19,974 (792) 

20,000 

International Miners 

15,000 

10,000 

5,000 

Equity fundraising by mining companies since Jan 2009 

0 

10,543 (574) 

9,786 (37) 

4,943 (24) 

1,780 (13) 

UK Canada Australia US HK China 

Fund raisings by mining companies since Jan 2009 > US$200m 

15,000 

10,000 

5,000 

0 

8,109 (19) 

6,938 (29) 

5,634 (6) 

Domestic Miners 

3,977 (6) 

711 (2) 

UK US Canada Australia HK China 

Source: Bloomberg (Jan 2009 to Jan 2011) Dataset includes fund raisings from IPOs, follow-ons and rights issues. Dual-listed dual headed companies are 

apportioned by jurisdiction of shares issued under the offering. Other dual-listed companies are apportioned equally between their dual-listed localities 

(Note Xstrata and Rusal were fully attributed to UK and HK respectively). Classification of miners is set by Bloomberg. Exchange rates used are average 

exchange rates for the period: AUD 0.86, CAD 1.08 & GBP 1.56 

Example mining IPOs on the 

London Stock Exchange - 2010 

Company Admission Market 

Money 

Raised 

African Barrick Gold March 2010 Main Market £581.2m 

Bellzone Mining April 2010 AIM £33.6m 

Ncondezi Coal June 2010 AIM £35.6m 

Central Asia Metals Sept 2010 AIM £38.1m 

Zanaga Iron Ore Nov 2010 AIM £62m 

7 

8

London is just as liquid as Toronto 

– even for small cap mining companies 

0.7 

0.6 

0.5 

0.4 

0.3 

0.2 

0.1 

0 


companies in 

each segment, 

per exchange 

Source: Bloomberg. Data Range July 2009- June 2010 

Mean Daily Volume Traded as % of Free Float 

100M - 199M 50M - 99M 20M - 49M 10M - 19M 

Market Capitalisation (in US$) 

London 

Australia 

Toronto 

100M - 199M 50M - 99M 20M - 49M 10M - 19M total 

London 10 14 30 10 76 

Australia 41 59 123 125 426 

Toronto 73 76 178 199 622 

NB. JSE, Nasdaq, NYSE, SGX, HKEx and Euronext not included 

London is just as liquid as Toronto 

- even for small cap mining companies 


companies in 

each segment, 

per exchange 

NB. JSE, Nasdaq, NYSE, SGX, HKEx and Euronext not included 

Source: Bloomberg. Data Range July 2009- June 2010 

100M - 199M 50M - 99M 20M - 49M 10M - 19M total 

London 10 14 30 10 76 

Australia 41 59 123 125 426 

Toronto 73 76 178 199 622 

9 

10

Case Study: African Barrick Gold 

Case Study: African Barrick Gold (2) 

Transaction Synopsis 

Date of Admission: 19 March 2010 

Market: Main Market — Premium listed 

Transaction: International Placing 

Market Cap. admission: £2,325m / $3,558m 

Offering size: £581m / $890m 

FTSE Classification: Mining 

Sub-sector: Gold Mining 

Index inclusion: FTSE 100 

Country of Incorporation: UK 

Financial Adviser: JP Morgan Cazenove 

Sponsors: JP Morgan Cazenove, Morgan Stanley 

ISIN: GB00B61D2N63 

Trading symbol: ABG.L 

“A London listing provides African Barrick Gold with a number of 

key benefits in executing our strategic objectives. London 

attracts a broad range of international investors who have 

substantial experience in investing both in the mining sector as 

well as in Africa. It also provides a high quality, visible and liquid 

platform from which to pursue our ambitions, with excellent 

access to the equity and debt capital markets.” ” 

Greg Hawkins, Chief Executive, African Barrick Gold 

Summary Financials 

US$ MM 2008A 2009A 

Gold Price ($/oz) 872 974 

Production (Koz) 545 716 

Revenue 541 693 

% Growth 28.1% 

EBITDA (73) 249 

% Margin (13.5%) 35.9% 

Net Income (216) 59 

% Margin (39.9%) 8.5% 

Capex (409) (223) 

Context 

• ABG is the sub-IPO of Barrick Gold’s African gold assets, which 

include four producing mines and seven principal exploration projects 

in Tanzania 

• The company is currently the largest gold producer in Tanzania and 

one of Africa’s five largest gold producers, with 2009 attributable 

gold production of 716koz, 16.8MM ounces of reserves, 5.3MM ounces 

of Measured and Indicated resources and 3.9 million ounces of 

Inferred resources 

• In 2009, ABG achieved revenue of $693m and generated EBITDA of 

approximately $249m. 

The transaction created the largest gold producer with a 

premium listing on the London Stock Exchange. 

12

Case Study: African Barrick Gold (3) 

Price performance since listing 

Investor profile 

Contact 

Price performance 

Listing: 

19 Mar 18 Nov 

Share Price p 574.5 535 

Market Cap £m 

High/low since 

2,356 2,194 

admission 685/520.5 

Trading volumes 

Demand by Geography Demand by investor type 

Graham Dallas 

Head of Business Development 

Americas 

Tel: +44 20 7797 4055 

Email gdallas@londonstockexchange.com 

Visit our website: www.londonstockexchange.com 

Shares in free float 106.84m 

Shares traded 

-- Daily average 

-(19-May – 18-Nov) 1m 

- % of free float 

traded daily 0.93 

FTSE 100 constituent 

13 

14

Mining the Right Seam: The Relative Merits of the 

Exchanges Where a Mining Company Can List 

March 8 2011 

Nigel Gordon 

Points for discussion 

• Differences between main market listings and AIM 

• Main Market: Premium and standard listings 

• AIM: Nominated advisers 

• Key elements of a prospectus/admission document 

• Requirements for mineral companies 

• Class tests for premium listed companies 

• Principal continuing obligations 

• Transfers between markets 

• UK Takeover Code 

• Timetable 

• Preparing for main market listing/AIM admission 

• More details about prospectus requirements 

1

Differences between the main market 

listings and AIM 

Listings 

• Vetted by the UKLA 

• All of the Prospectus 

Rules apply 

• Market cap of at least 

£700,000 

• 3 year track record 

required 

• Detailed class tests (for 

premium listed 

companies) 

AIM 

• Suitability determined by 

the nominated adviser 

• Only some of the 

Prospectus Rules apply 

• No minimum market cap 

• No historic track record 

required 

• Less detailed class tests 

• Not treated as a quoted 

security for tax purposes 

Main market: Premium and standard 

listings 

• Creation of two listing standards since 6 April 2010 – Premium 

Listing and Standard Listing 

• All Standard Listed companies must comply with EU minimum listing 

standards 

• All Premium Listed companies (including overseas companies) must 

comply with super-equivalent standards i.e. everything required for a 

standard listing plus additional provisions especially in relation to 

continuing obligations which follow the traditional UK practice e.g. 

class tests and “comply or explain” obligation in relation to the UK’s 

Combined Code on Corporate Governance 

• Standard Listings will be available to UK companies and not just to 

overseas companies (as was the case prior to the Listing Rules 

changes) 

• Premium Listing required to be included in one of the indices 

2

The Nominated Adviser (Nomad) 

• Nomad has three principal tasks: 

• Determining if the company is appropriate for admission 

• Managing the flotation process 

• After flotation advising and monitoring the AIM company with respect to 

its compliance with the AIM rules 

Authorised 

Appointment 

Responsibility 

Approved by the LSE 

Must be retained at all times (suspension 

then cancellation if no Nomad) 

• Support company’s admission to AIM 

• Provide appropriate advice and guidance 

• Ensure compliance with the AIM Rules 

• Confirmation as to the ‘appropriateness’ 

of the company 

Prospectus: Principal Contents 

• Summary of the company – including description of, and key factors 

relating to, the nature of the issuer's operations, its principal 

activities and principal markets 

• Risk factors 

• Investments 

• Operating and financial review 

• Administrative, management, and supervisory bodies and senior 

management 

• Financial information concerning the issuer's assets and liabilities, 

financial position and profits and losses 

• Additional information 

3

AIM Admission Document 

• Admission document is the principal document for admission 

• General rule is that all new applicants to AIM must publish an 

admission document – no vetting by the UKLA 

• Exception: AIM “fast-track” process 

• Contents of the admission document are set out in the AIM Rules 

(Schedule Two) 

• If “offer to the public”, then the company must produce a full 

prospectus approved by the UKLA 

AIM Admission Document: Contents 

1. Key information in relation to the company 

2. The “Front End” 

3. Risk Factors 

4. Historical financial information 

5. An expert’s report if applicable 

• Competent Person’s Report required for mining or oil & gas 

companies 

6. Additional information 

4

General duty of disclosure 

Section 80 of FSMA 2000/AIM Rules (Schedule 2) 

All information as investors and their professional advisers would 

reasonably require and reasonably expect to find for the purposes of 

making an informed assessment of: 

(i) the assets and liabilities, financial position, profits and 

losses, and prospects of the applicant and its 

securities for which admission is being sought; and 

(ii) the rights attaching to those securities. 

Mineral companies – Listed companies 

• Where principal activity is/planned to be, the extraction of mineral 

resources/exploration 

• Include: (a) the details of the reserves; (b) the expected period of 

working of those reserves; (c) an indication of the periods and main 

terms of any licences or concessions and the economic conditions 

for working those licences or concessions; (d) indications of the 

progress of actual working; and (e) any exceptional factors 

• Where the issuer does not hold controlling interests in a majority (by 

value) of the mineral assets, state whether or not it has a reasonable 

spread of direct interests in mineral resources and has rights to 

participate actively in their extraction, whether by voting or through 

other rights which give it influence in decisions over the timing and 

method of extraction of those resources 

5

Mineral companies – Listed companies 

cont… 

• Estimate of the funding requirements of the company for at least two 

years and particulars of estimated cash flow for either the two years 

following publication of prospectus or, if greater, the period until the 

end of the first full financial year in which extraction of mineral 

resources is expected to be conducted on a commercial scale 

• Expert’s report– content to be agreed with UKLA 

Resource Company – AIM requirements 

Guidance Note for Mining, Oil and Gas Companies (March 2006) 

• Requirement to include a Competent Persons Report (CPR) in 

Admission Document 

• Minimum requirements for a Competent Person (CP) 

• CPR must be prepared no more than 6 months prior to the date of 

the Admission Document 

• Reporting “Standard” must be set out in the CPR - i.e. Internationally 

recognised standard that is acceptable under CIM, IMMM, JORC, 

Russian, SAMREC and SME (Mineral resources and reserves) 

• AIM Guidance Note sets out minimum expectations of the LSE in 

respect of resource companies 

• Nomad responsible that CPR appropriate 

6

Principal continuing obligations - 1 

Premium Listings 

• Inside (price sensitive) 

information disclosed as 

soon as possible 

• Detailed class tests (4 

different classes of 

transaction) 

• Related party transactions 

sometimes need 

shareholder approval 

• Model Code for directors’ 

dealings 

AIM 

• Inside (price sensitive) 

information disclosed as 

soon as possible 

• Class test to establish 

reverse takeover 

• Related party transactions 

require “fair and 

reasonable” opinion from 

Nomad 

• No formal Model Code, but 

similar conduct would be 

expected 

Principal continuing obligations - 2 

Premium Listings 

• “Comply or explain” 

with the UK Corporate 

Governance Code 

• No formal lock-in 

requirement 

AIM 

• Not mandatory, but 

compliance with the UK 

Corporate Governance 

Code to extent 

appropriate expected 

• One year lock-in for 

directors, substantial 

shareholders in 

certain circumstances 

7

Class tests for premium listed companies 

• A transaction is classified by assessing its size relative to that of the 

listed company proposing to make it. 

• Class 3 transaction: a transaction where all percentage ratios are 

less than 5% - limited notification 

• Class 2 transaction: a transaction where any percentage ratio is 5% 

or more but each is less than 25% - more detailed notification 

• Class 1 transaction: a transaction where any percentage ratio is 25% 

or more – circular to shareholders seeking shareholder approval 

• Reverse takeover: a transaction consisting of an acquisition where 

any percentage ratio is 100% or more or which would result in a 

fundamental change in the business or in a change in board/voting 

control of the listed company – new application for listing required 

• Additional reserves test for mineral companies – proven/probable 

reserves to be acquired/disposed of divided by proven/probable 

reserves of listed company 

Transfer between markets 

Between premium/standard listings 

• 20 working days notice to 

FSA 

• Sponsor generally required 

Generally circular (pre- approved 

by FSA) to shareholders required 

• Generally 75% approval of 

shareholders required 

• If no circular then 

announcement must be as 

detailed as circular 

• FSA may suggest transfer as an 

alternative to cancellation of listing 

To AIM from Designated Markets 

• Streamlined process for 

companies already listed on 

an AIM Designated Market 

• Detailed pre-admission 

announcement required (but 

no admission document) 

• Pre-admission announcement 

to be made at least 20 working 

days before admission 

• Companies’ securities traded 

on an AIM Designated Market 

(which includes the TSX) for at 

least 18 months 

8

Applicability of the UK Takeover Code 

• UK City Code on Takeovers and Mergers (the “City Code”) applies 

to all offers for UK, Channel Islands or Isle of Man listed companies 

and any UK, Channel Islands or Isle of Man AIM companies where 

the place of central management and control is in the UK, Channel 

Islands or Isle of Man 

• Where the City Code does not apply and the Sponsor/Nomad is not 

satisfied of the take-over regime of the local jurisdiction of the 

company, the company may be required to incorporate some 

provisions of the City Code 

Timetable 

• Production of prospectus/AIM admission document generally carried 

out at same time as production of legal and accounting due diligence 

reports 

• Verification commences once document is in advanced stage 

• Marketing may take up to 2 weeks 

• AIM float process likely to take at least 3 months 

• UKLA has 20 business days to respond to first draft of prospectus – 

will respond by sending a list of questions/points 

• Generally several drafts to UKLA 

• Full listing process likely to be longer than AIM float process 

9

Preparing for listing/for admission to AIM 

• Advisers (Nomad/sponsor, broker, lawyers, accountants and PR) 

• Management Team 

• Corporate structure 

• Accounts 

• CPR 

• Title Issues 

• Verification / due diligence 

Role of Counsel to the Company 

• Coordinates advisers (including the Company’s local counsel) 

• Conducts due diligence 

• Assists with the drafting of the Prospectus/Admission Document 

• Assists directors with verification exercise 

• Negotiates placing or introduction agreement 

• Assists with preparation of ancillary documents 

�Listing can be an expensive undertaking 

�Counsel experienced in both the listing process and mining 

(particularly re title issues, CPR, verification) can help mitigate 

costs and ensure a successful listing 

10

Some of our clients 

Our experience 

• Main market and AIM IPOs 

• Main market and AIM secondary fundraisings 

• Main market and AIM reverse takeovers 

• Takeover Code offers by/for main market and AIM companies 

• Schemes of arrangement 

Nigel Gordon 

+ (44) 20 7917 8560 

ngordon@fasken.co.uk 

11

Appendix – more details about 

prospectus requirements 

• Investments 

• Operating and financial review 

• Administrative, management, and supervisory bodies and senior 

management 

• Financial information 

12

Investments 

• A description, (including the amount) of the issuer's principal 

investments for each financial year for the period covered by the 

historical financial information 

• A description of the issuer's principal investments that are in 

progress, including the geographic distribution of these investments 

(home and abroad) and the method of financing (internal or external) 

• Summary of the company – including description of, and key factors 

relating to, the nature of the issuer's operations, its principal 

activities and principal markets 

• Information concerning the issuer's principal future investments on 

which its management bodies have already made firm commitments 

Operating and financial review 

• A description of the issuer's financial condition, changes in financial 

condition and results of operations for each year and interim period, 

for which historical financial information, including causes of material 

changes from year to year in the financial information to the extent 

necessary for an understanding of the issuer's business as a whole 

• Information regarding significant factors, including unusual or 

infrequent events or new developments, materially affecting the 

issuer's income from operations, indicating the extent to which 

income was so affected 

• Where financial statements disclose material changes in net sales or 

revenues, a narrative discussion of the reasons for such changes 

• Information regarding any governmental, economic, fiscal, monetary 

or political policies or factors that have materially affected/could 

materially affect, directly or indirectly, the issuer's operations 

13

Administrative, management and 

supervisory bodies and senior management 

• Members of the administrative, management or supervisory bodies 

• Potential conflicts of interest 

• Remuneration (including any contingent or deferred compensation) – 

generally to be provided on an individual basis 

• Names of all companies and partnerships of which such person has 

been a member of the administrative, management or supervisory 

bodies or partner at any time in the previous five years, stating 

current or past 

• Details of any bankruptcies, receiverships or liquidations 

• Details of any official public incrimination and/or sanctions of such 

person by statutory or regulatory authorities (including designated 

professional bodies) 

• Any convictions in relation to fraudulent offences for at least the 

previous five years 

Financial Information 

• Audited historical financial information covering the latest 3 financial 

years - if the issuer has changed its accounting reference date 

during the period for which historical financial information is required, 

the audited historical information shall cover at least 36 months 

• Such financial information must be prepared according to IFRS or to 

a third country's national accounting standards equivalent to these 

standards - if such financial information is not equivalent to these 

standards, it must be presented in the form of restated financial 

statements 

• The last two years audited historical financial information must be 

presented and prepared in a form consistent with that which will be 

adopted in the issuer's next published annual financial statements 

having regard to accounting standards and policies and legislation 

applicable to such annual financial statements 

14

Nigel Gordon 

Partner 

+44 207 917 8560 


15

finnCap 

Introduction to finnCap 

March 2011 

• Founded in 1998 and completed an MBO in 2010 

• Chairman - Jon Moulton 

• Strong partnership culture – 90% employee owned 

• Fastest growing broker in 2009 & 2010 

• Extel ranked in top 10 trading & broking team 2010 

• Shortlisted best research – AIM Awards 

• Shortlisted best AIM Broker/ Nomad* 

• Ranked No. 2 broker/Nomad by overall client numbers* 

• Full service offering, with strong aftermarket care and client service 

• Dedicated small cap focus 

• Proactive team approach- support from all departments for all corporates 

* Source‐ Hemscott 

March 2011 

2

finnCap has real momentum 

Top AIM brokers showing net client wins/ losses since January 2009* 

• finnCap is one of the few leading AIM brokers with positive momentum 

• Our progress demonstrates our superior service levels 

*source: Hemscott Advisers Rankings January 2011 Guide 

What we do.... 

Net client wins January 2009 to Jan 2011 

Net client losses January 2009 to Jan 2011 

March 2011 3 

• Combined capitalisation of our clients over £2.3bn† 

• Average market cap £35m 

• Top 20 average £94m 

• Advised on c£200m of fundraisings and over £300m of M&A transactions since April 2009 

• No 2 broker/Nomad with 76 corporate clients* 

• No 1 in Healthcare 

• No 1 in Technology 

• Joint 1 st in Industrials 

*Source: Hemscott January 2011 †February 2011 

March 2011 

4

Selected fundraisings 

Resources 

AIM Placing AIM Placing 

£13.3m placing 

£83m deal value 

AIM Placing 



AIM Placing 



AIM Placing 



£8m placing 


AIM Placing 



AIM Placing 

£8m placing 


AIM Placing 



AIM Placing 

£10m placing 


Acquisition 

&Placing 

£10m placing 


AIM Placing 

£4m placing 


AIM Placing 



Tech & Telco 

AIM Placing 



AIM Placing & 

Acquisition 



Healthcare 

AIM Placing 



Acquisition & 

Placing 



Institutional Investors 

AIM Placing 



AIM Placing 



AIM Placing 

£9m placing 


AIM Placing 



Recent Placees Trading Clients 

Other 

AIM Placing AIM Placing 

£5m placing 


AIM Placing 



AIM Placing 

£5m placing 


AIM Placing 





AIM IPO 

£1m placing 


AIM Placing 

£2m placing 


AIM Placing 



March 2011 

5 

March 2011 

6

Broking , Sales and Sales trading 

• Experienced team of 20 across broking/sales/sales trading 

• Focused solely on small caps 

• Broking and Sales trading top 10 Extel ranked 

• Committed to generating liquidity in corporate clients – dedicated house stock trader 

• Strong focus on supporting and building market share in small companies 

• Raised c£200m since April 2009 for over 25 companies (£70m for mining clients) 

BROKING 

•Proactive and corporate client focused 

•Roadshow organisation and shareholder 

analysis 

•Advice on presentations and sanitised and 

timely institutional feedback 

•Short-listed as AIM Adviser and Broker of 

the Year* 

*Growth Company Investor Awards 2010 

SALES TRADING 

Corporate Finance 

•Independent, no conflicts of interest 

(market making and proprietary trading) 

• 20 years of proven success in matching 

bargains in UK equities 

•Key relationships with all market makers 

in small cap 

•Provides an excellent market intelligence 

tool for our sales/broking team 

SALES 

•Broad and deep relationships with small 

cap investors and private client brokers 

•Focussed on idea generating for our 

institutional clients 

•Independent and experienced 

• Team of 12 experienced professionals 

• Pro-active financial, strategic, broking and regulatory advice 

• Team approach to retained client accounts - 3 financial advisory, 2 corporate 

broking, 1 research, sales and sales trading 

• Full-suite of transaction advisory skills including: 

• IPOs and introductions 

• Secondary fundraisings 

• Takeover Code offers and Rule 3 advisory 

• Advice on M&A, disposals and returns of capital 

• An emphasis on building long-term relationships supported by broking and 

equity sales 

• International reach and experience 

March 2011 7 

March 2011 

8

Selected recent M&A 

Acquisition by 

Firestone 

rule 3 adviser, 

nomad & broker 

£53m offer 

Offer for 

iSeeMedia 

financial adviser, 



£4m placing 

Rule 9 Offer for 

Hartest 

Holdings 




£3m placing 

Fuse 8 reverse 

& AIM 

admission 



£5m acquisition 

Research 

Disposal, 

placing & new 

management 

placing agent & 

adviser to incoming 

Board 




First Quantum 


nomad and broker 


Offer for 

Braemore 


Firestone 

Diamonds financial adviser, rule 3 

advise, nomad nomad & broker & 

broker 

£25 offer 


£13m placing 

Acquisition of 

Citadel Group 

joint broker 

€2m acquisition 

• Market leading research 

• Nominated for Best Research at 2009 AIM Awards 

• Regular analysis of results and news-flow 

• Focused on the needs of institutional and PCB investors 

• Extensive distribution 

• Extel/Starmine ranked in E+P (1), Technology (Top 10) 

• Joe Lunn, Research Director 

• Ex Camborne School of Mines and University of Warwick (MBA) 

• Former mining engineer and specialist consultant, Homestake 

Mining Company and Datamine 

• Former equities analyst, Ocean Equities and Insinger de Beaufort 


Optivite Group 



£3.5m acquisition 

£5m placing 


Edge Solutions 



£4m acquisition 

£10m convertible 


Standard Life 





Lucara 


nomad and broker 


March 2011 

9 

March 2011 

10

Research coverage 

Support Services Retail/ 

consumer 

Financials Life Sciences Technology & 

Telecoms 

Mining Industrials Oil & Gas 

Aukett Fitzroy Robinson Armour Group Albermarle & Bond 3D Diagnostic Advanced Computer Software Finders Alumasc Afren 

Avesco ASOS Arden Partners Abcam Alternative Networks Jubilee Platinum Airsprung Group Ascent Resources 

Digital Marketing Blacks Leisure Begbies Alliance Pharma Amino Mariana Av ingtrans Aurelian Oil & Gas 

Empressaria Booker H&T BTG BATM Minera IRL Body cote Cairn Energy 

Fuse8 Carpetright HML Clearstream CML Micro Talv iv aara Chamberlin Europa Oil & Gas 

Healthcare Locums China Foods JLT Dechra Colt Telecom Chemring Northern Petroleum 

Helphire Debenhams London Capital Diagenics Daisy Fenner Premier Oil 

Hightex Dunelm LSL Property Serv ices IS Pharma Datatec Hunting Salamander Energy 

Hydrogen French Connection Management ConsultinKiotech Datum KBC Adv anced Technolog Sound Oil 

ILX Game Omega Lidco Elektron Photonstar Tullow Oil 

Inland Greggs STM Plethora Solutions Ffastfill Plexus 

Interquest Halfords Tenon Scientific Digital ImaginFidessa Quadnetics 

Norcon Ideal Shopping THB Tristel Focus Solutions Renishaw 

Photo-m e JD Sports Worldspreads Vectura IDOX Renold 

Sav ile Group Majestic Wine Intercede Rotork 

Serv ice Power Moss Bros Iom ar t Specialist Energy Group 

Serv oca Mothercare IS Solutions Tu r bo Pow er Sy stem s 

Silverdell Mulberry KCOM Velosi 

Winkworth Sorbic Maintel Wellstream 

Thor ntons Redstone Xaar 

Topps Tiles Spiritel 

Walker Greenbank Strategic Thought 

WH Smith Telecom Plus 

Toumaz 

Zoo 

Thank you 

March 2011 11

Overview: 

INTRODUCTION TO JENNINGS CAPITAL INC. 

• Licensed for trading in Canada and the U.S. 

• 81 employees – Toronto, Calgary, Halifax 

• Focused on growth oriented small to 

midsized companies: 

• Mining 

• Oil & Gas 

• Special Situations – financials, 

clean‐tech, drilling 

• Institution sales – to over 300 global 

institutional clients 

• Strong relationships developed by 

delivering superior performance over an 

18 year operating history 

Speaker Biography: Daryl Hodges, President & CEO 

Mr. Hodges is a co‐founder of the Toronto operations of Jennings Capital. He currently oversees the investment 

banking group in the Toronto office, where the focus is on small to mid cap corporations. Mr. Hodges carried out 

both mining equity research and investment banking at Jennings and at HSBC Securities. Mining financings have 

ranged from $600K to $1.2 billion. He has structured, arranged, participated in and led financings totaling in excess 

of $3.0 billion. Mr. Hodges worked in the mining industry in Canada, Sweden, Finland, Russia and South‐East Asia 

for 18 years. 

dhodges@jenningscapital.com 

+1 416 304 2174 

• Track record of successfully nurturing companies 

from seed round to >$1B market capitalization 

• Demonstrated ability to lead financings $10 – $150 

million 

• Experience in arranging IPOs, RTOs and dual 

listings for companies wishing to list on the TSX, 

TSX‐V 

• Experience in mergers & acquisitions, asset sales, 

and advisory services 

• Senior partners participated in over $10 billion in 

total capital raised 

• Over 70 names under coverage, in addition to over 

35 names on our radar screen in our weekly

I N S T I T U T E 

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON PARIS JOHANNESBURG

BIOGRAPHIES 

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON PARIS JOHANNESBURG

Graham Dallas is a senior manager at the London Stock Exchange, where he 

heads a team responsible for the Exchange’s Business Development 

activities across the Americas. He is active in the corporate and advisory 

communities of London and the financial centres of Europe, North and South 

America, focusing on attracting international companies to the London 

markets. 

His team has won listings of companies from Brazil, Peru, Argentina and 

Mexico, as well as the USA and Canada. He joined the London Stock 

Exchange in 2002.

BIOGRAPHY 

Areas of Practice 

Corporate / Commercial 

Foreign Investment 

Life Sciences 

Mining - Global Mining 

Securities and Mergers & 

Acquisitions 

Education 

BA (Hons), Law 

Liverpool John Moores 

University, 1984 

Year of Call 

England and Wales, 1987 

Nigel Gordon 

Partner 

London 

Direct Line: +44 207 917 8560 

Facsimile: +44 207 917 8555 


www.fasken.com/nigel-gordon 

Nigel Gordon is a partner in Fasken Martineau DuMoulin LLP and Fasken Martineau LLP (London) 

and a member of the Corporate / Commercial team. 

Nigel's practice focuses on capital markets and a combination of capital raising and mergers and 

acquisitions. He also regularly represents entrepreneurial growing companies, both public and 

private. Nigel has been actively involved in the AIM Market since its inception in 1995, and has acted 

as company secretary to a number of listed and AIM companies. Nigel aims to provide practical 

advice and is able to balance the differing demands and business practices of capital providers with 

the needs of his entrepreneur clients, whose desires are generally focused more on concluding a 

transaction than on technical detail. While Nigel represents clients across industries ranging from 

casinos to oil companies, his practice has some emphasis on the natural resources, life sciences 

and financial services sectors. He has lectured on the practical requirements on bringing natural 

resources companies to market and on corporate governance issues. Nigel has extensive 

experience in court-based corporate procedures such as schemes of arrangement and share capital 

reductions in order to achieve the business objectives of clients. 

Representative Experience 

� SacOil pursuing secondary listing on AIM 

Advising SacOil 

� Oxeco Plc acquires Tissue Regenix Ltd 

Advised Oxeco Plc 

� AXMIN completes acquisition of AfNat Resources 

Advised AXMIN Inc. 

� Alliance Pharma plc acquires Cambridge Laboratories Limited 

Advised Alliance Pharma 

� Kiwara acquired by First Quantum Minerals 

Advised Kiwara PLC 

� Pan African Resources acquires Shanduka's share of Barberton Mines 

Advised Pan African Resources plc 

� Astaire Group acquires Ruegg & Company 

Advised Astaire Group Plc 

� 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 

� Synairgen raises £6.4 million in share placing 

Advised Synairgen plc 

VANCOUVER CALGARY TORONTO OTTAWA MONTRÉAL QUÉBEC CITY LONDON PARIS JOHANNESBURG 

1

BIOGRAPHY 

Nigel Gordon 

� Latitude Resources acquired by Clos du Mesnil 

Latitude Resources plc 

� Humberts and administrators dispose of assets 

Advised Humberts Group plc (now called Pedstowe plc) and the Administrators of Humberts 

Limited (now called Pedstowe London Limited) 

� Humberts Group plc disposal of assets 

Advised Humberts Group plc (now called Pedstowe plc) 

� Blue Oar acquires Astaire & Partners 

Advised Blue Oar plc 

� Humberts seeks to raise up to £2.25 million by the issue of Secured Convertible Loan Stock 

Advised Humberts Group plc (now called Pedstowe plc) 

� Obtala Resources PLC in £3.5 million placing and admission to AIM 

� Oxford Advanced Surfaces Group PLC admitted to AIM through reverse takeover of Kanyon PLC 

Advised Oxford Advanced Surfaces Group PLC 

� Evolve Capital PLC in placing and Admission to AIM 

Advised Evolve Capital PLC 

� Jubilee Platinum PLC raises £11.5 million on AIM 

Advised Jubilee Platinum PLC 

� Latitude Resources subsidiary sells Latin American Copper Chile Holdings to Tamaya 

Resources 

Advised Latitude Resources plc 

� Pan African Resources is re-admitted to AIM following its acquisition of Barberton Mines 

Advised Pan African Resources Plc 

� ORA Capital Partners completes £35.2 million offering and is admitted to trading on AIM 

Advised ORA Capital Partners Plc 

� ZTC Telecommunication lists on AIM via reverse acquisition by Cassian Investments 

Advised Cassian Investments Plc 

� £3 million admission to AIM for Oxeco 

Advised Oxeco Plc 

� Kanyon in £3 million placing and admission to AIM 

Advised Kanyon Plc 

� Platmin completes $52.3 million initial public offering and dual listing 

Advised the underwriters, RBC Capital Markets and Haywood Securities Inc. 

� Plectrum Petroleum raises £2.5 million on AIM 

Acted for Plectrum Petroleum Plc 

� Corporate Synergy Group placing on AIM to raise £12 million 

Advised Corporate Synergy Group Plc 

� NextGen Group seeks admission to AIM raising £2.4 million 

Advised NextGen Group Plc 

� Europa Oil & Gas (Holdlings) seeks admission to AIM raising £5 million 

Advised Europa Oil & Gas (Holdings) Plc 

� Plectrum Petroleum raises £3 million on AIM 

Acted for Plectrum Petroleum Plc 


2

BIOGRAPHY 

Nigel Gordon 

� Reverse takeover of Table Mountain Minerals by Plectrum Petroleum 

Advised Plectrum Petroleum Plc 

� Admission to AIM for Synairgen and a £10.5 million placing 

Advised Synairgen Plc 

� Re-admission to AIM of Pan African Resources 

Represented Pan African Resources Plc 

� Humberts Group admitted to AIM and subsequent fundraisings raising £26 million 

Advised Humberts Group Plc 

� Take over of Gander Holdings Plc 

Acted for Gander Holdings Plc 

Presentations 

� Mining the Right Seam: The Relative Merits of the Exchanges Where a Mining Company Can 

List, Global Mining Group Seminar, March 8, 2011 

� Accessing Global Capital on the London Stock Exchange, Global Mining Group Seminar, March 

8, 2010 

� Coming to Market - The Legal Issues, 2006 Mines & Money Conference, London U.K., 

November 22, 2006 

Publications 

� "Choosing your AIM Lawyer", Fasken Martineau Stringer Saul Bulletin, February 2007 

� "AIM Guidance Note", Fasken Martineau Stringer Saul Bulletin, February 2007 

� "Joining AIM on the London Stock Exchange", Fasken Martineau Stringer Saul Bulletin, February 

2007 

� "Fast Track Procedure to Joining AIM", Fasken Martineau Stringer Saul Bulletin, February 2007 

� "AIM 2006 Statistics", Fasken Martineau Stringer Saul Bulletin, February 2007 

� "Admission Criteria: Official List, AIM & Plus", Fasken Martineau Stringer Saul, February 2007 

� "AIM Documentation", Fasken Martineau Stringer Saul Bulletin, February 2007 

� "AIM Advisers", Fasken Martineau Stringer Saul Bulletin, February 2007 

Rankings and Awards 

� Nigel is listed in Legal Experts 2006/2007/2008/2010, published by Legal Business, as an 

authority on corporate mergers and acquisitions. 

� Nigel is recommended in Legal 500 2009 directory within: Corporate & Commercial - Flotations: 

small & mid-cap. 

� Nigel is recommended in Legal 500 2010 directory within: Projects, Energy & Natural Resources 

- Mining & Minerals. 

� Nigel is recommended in Legal 500 2010 directory within: Corporate & Commercial - Flotations: 

small & mid-cap. 


3

BIOGRAPHY 



Energy, Environmental, Climate 

Change and Regulatory 

Environmental 


Acquisitions 


Cross-Border and International 

Transactions 

Joint Ventures 

Project Finance 

Education 

MA, Economics 

University of Toronto, 1975 

LLB, 

University of Ottawa, 1982 


Ontario, 1987 

Alberta, 1983 

Languages 

English 

Conversational French 

Charles L.K. (Chuck) Higgins 

Counsel 

Toronto 

Direct Line: 416 865 4392 

Facsimile: 416 364 7813 

chiggins@fasken.com 

www.fasken.com/charles-higgins 

Chuck Higgins provides counsel on commercial and financial matters to a number of national and 

international mining and energy companies and investment dealers. Chuck has considerable 

experience with joint ventures, acquisitions and capital and debt transactions involving resource 

businesses. Chuck also worked for the Federal Department of Energy, Mines and Resources as a 

Senior Economist. He is the past chair, from 1993 to 1995, of the Natural Resources and Energy 

Section of the Canadian Bar Association and he has been recognized for his expertise in mining by 

The International Who's Who of Business Lawyers each year from 2001, and by Lexpert in both the 

mining and oil & gas areas. 

Chuck articled and worked as an associate in the Calgary office of Macleod Dixon LLP from 1982 to 

1986, then moved to the Toronto office of Osler, Hoskin & Harcourt LLP. Chuck rejoined Macleod 

Dixon LLP in 1994 as the founding partner of that firm's Toronto office. He joined Fasken Martineau 

in 2001. 


� Minera IRL closes $37.5 million offering 

Advised Minera IRL Limited 

� Minera IRL begins trading on Toronto Stock Exchange 

Advised Minera IRL Limited 

� Mercator Minerals completes $80 million bought deal financing 

Advised the underwriters co-led by Jennings Capital Inc. and Scotia Capital Inc. 

� Mercator Minerals completes $40 million bought deal financing 

Advised the underwriters co-led by Jennings Capital Inc. and Scotia Capital Inc. 

� Ontario Superior Court halts Rusoro Mining's hostile takeover bid for Gold Reserve 

Counsel to Gold Reserve Inc. 

� Gold Reserve completes sale of certain equipment 

Advised Gold Reserve Inc. 

� Copper Mountain Mining closes $20 million equity offering 

Advised Jennings Capital Inc. and Canaccord Capital Corporation 

� Celtic Minerals completes $4.7 million private placement 

Advised the agent Jennings Capital Inc. 

� Adanac closes $80 million bridge financing for Ruby Creek Project 

� Adanac Moly completes $15 million financing 

Advised Adanac Molybdenum Corporation 

� Celtic Minerals closes private placement of flow through shares 

Advised the agent, Jennings Capital Inc, in Celtic Minerals' private placement 


1

BIOGRAPHY 


� Silverwing Energy completes $30 million private placement financing 

Advised Fraser Mackenzie Limited 

� Gold Reserve closes concurrent US$183.3 million cross-border public offerings 


� Blue Note Mining closes $25 million private placement 

Advised the syndicate of agents led by TD Securities Inc. 

� Adanac Molybdenum completes $40.6 million in financings 

Advised Adanac Molybdenum Corporation 

� Baltic Resources closes common share offering 

Advised the agent, Pope & Company Limited 

� Mercator Minerals completes $162 million in two financings 

Advised the syndicate of agents led by Jennings Capital Inc. 

� Gold Reserve appoints Mandated Lead Arrangers for Brisas Project debt financing for up to 

US$425 million 


� Trade Winds Ventures completes private placement 

Advised the syndicate of agents led by Octagon Capital Corporation and including Pacific 

International Securities Inc. 

� Gold Hawk Resources concludes debt financing and related warrant issuance 

Advised Natexis Banques Populaires and Auramet Trading, LLC 

� Gold Reserve raises $30 million in public offering 


� Blue Note Metals completes $75 million private placement 

Advised the syndicate of agents co-led by Octagon Capital Corporation and TD Securities Inc. 

� Gold Reserve signs EP & CM contracts with SNC-Lavalin for $638 million Brisas project 


� Celtic Minerals completes private placement 

Advised Jennings Capital Inc. 

� Semafo completes sale of the Managem Block 

Advised the European financial advisors to Semafo 

� International Royalty completes offering and acquires Voisey's Bay Royalty 

Advised International Royalty Corp. 

� RNC Gold merges with Tango Mineral Resources in reverse takeover 

Advised RNC Gold Inc. 

� TransAlta Energy invests $400 million in Sarnia cogeneration project 

Advised TransAlta Energy Corporation 

Presentations 



� Recent Legal and Political Developments for DRC, South Africa, Zambia & Zimbabwe, 

Presentation by members of the Global Mining Group in Johannesberg, September 16, 2009 

� Hostile Takeovers, 10 Crucial Issues, May 12, 2009 

� Raising Capital for Mining Projects, Speaker, Canada Africa Mining Forum, February 2005 


2

BIOGRAPHY 


� Mining Agreements: Deal Makers and Deal Breakers, Organizer and Panel Chair, Minerla 

Economics Society of the CIM, January 2003 

� Patnerships, Co-ownerships, Joint Ventures and Unlimted Liability Companies in Canada - So 

What's the Difference?, Speaker and co-author (with George Valentini), American Bar 

Association Annual Meeting, 1998 

� An Introduction to the Mining Laws of Russian, Kazakhstan, Uzbekistan, Krgyzstan and 

Tajikistan, Speaker and co-author, Northern Miner Conference, 1997 

� Going Public After Bre-X - A Case of a Russian GoldCo, Speaker and author, Insight Conference 

- Mining Finance, 1997 

� Option and Joint Venture Agreements, Author and speaker, Canadian Bar Association 

Continuing Legal Education, 1996 

� Royalties: The Oil and Gas Perspective, Speaker and author, Canadian Bar Association 

(Ontario) Energy and Natural Resources Section Meeting, 1995 

� Financing Mines on Aboriginal Lands, Speaker and author, Insight Conference - Financing 

Options for the Mining Industry, 1995 

Publications 

� "Canadian Mining Law", From the Second Edition of the American Law of Mining, 2010 

� "Amendments to National Instrument 43-101", Global Mining Bulletin, May 2010 

� "Global Mining Group Newsletter", Summer 2009 issue, June 2009 

� "Court blocks hostile takeover bid", CIM Magazine, June/July 2009 

� "Update on Selected Mining Topics", Global Mining Bulletin, August 2008 

� "Copper hedging", CIM Magazine, July 2008 

� "Global Mining: The Credit Crunch and Beyond", June 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 

� "Ten Considerations in Public High Yield Debt Financing", Presented to the Prospectors and 

Developers Association of Canada (PDAC) Annual Convention, March 2008 

� "East Kootenay coal projects", CIM Magazine, Vol.2, No.6, September/October 2007 

� "Canadian Mining Law", From the Second Edition of the American Law of Mining, 2007 

� "Canadian Law of Mining Chapters", General editor and contributor, Rocky Mountain Mineral 

Law Foundation, American Law of Mining, 2006 

� "Recent Developments in Mining", Author, Lexpert Directory, 2006 

� "Global Mining 2006: Taking Stock", Author, Who's Who Legal, 2006 Directory, 2006 

� "Recent Coal Trends", by Darrell Podowski and Chuck Higgins with the assistance of 

Christopher Sullivan, September/October 2005 

� "Early Diamond Royalties in Canada", Global Mining Bulletin by Janis Busse and Chuck Higgins, 

June 2002 

Memberships and Affiliations 

� Executive Member and Past Chair, Ontario Bar Association - Energy and Natural Resources 

Section 


3

BIOGRAPHY 


� Elected Member and Member, Program Committee of the Mineral Economics Society of the 

Canadian Institute of Mining, Metallurgy and Petroleum 

� Member and Regional Committee Chair, Rocky Mountain Mineral Law Foundation 

Rankings and Awards 

� Canadian Legal Lexpert Directory 2010: repeatedly recommended, Mining 

� Distinguished Service Award, Canadian Bar Association, 1996 


4

Daryl J. Hodges, MSc 

President and CEO 

Jennings Capital Inc 

Daryl is a founding partner of Jennings Capital, having started with the firm in 1999, working initially as a 

mining analyst. Daryl now continues in his role as a head of investment banking. Jennings Capital is a 

Canadian resource – focused investment dealer specializing in high growth companies, with offices in 

Calgary, Toronto, and Halifax. Since starting in the investment industry in 1996 with HSBC Securities, 

Daryl has participated in, led, or structured financings ranging from $600 thousand to over a billion 

dollars. Transactions include all forms of equity, debt and equity – linked debt; mergers, acquisitions, 

and divestitures, fairness opinions and advisory. Prior to involvement in the investment industry, Daryl 

worked from 1977 to 1996 in the mining industry on projects in Canada, Sweden, Russia, and Asia. Daryl 

holds a Master’s degree in Earth Science from the University of Waterloo.

Janis Koyanagi CA, CFA is the Vice President, Business Development & Strategy at 

Toronto Stock Exchange (TSX) and TSX Venture Exchange (TSXV) and is responsible 

for global listings business development activities, market intelligence and strategy for 

both exchanges. Her team’s mandate is to build TSX and TSX Venture listings and 

international business alliances across all industry sectors with a focus on Asia, Latin 

America, Europe, Africa, Australia and USA. 

With over 12 years of experience at the TSX and TSXV, Ms. Koyanagi has provided 

advisory services to companies and their advisors that are interested in going public, 

launched new issuer products and services, and worked with companies across all 

industry sectors from mining, diversified industrials to technology and biotech. She also 

has developed a specialization in product and market development in financial services, 

structured products, and exchange-traded funds. 

Prior to her career at TSX, Ms. Koyanagi worked at the Bank of Montreal as a senior 

analyst in investor relations and at PriceWaterhouse in audit, tax and corporate finance. 

Ms Koyanagi graduated from the University of Western Ontario and has obtained a 

Chartered Accountant and Chartered Financial Analyst designations.


PDAC submission 

23 February 2011 

Matthew Robinson is Corporate Finance Director at finnCap, specialising in fund-raisings, floatations 

and M&A advice for resources companies on AIM. 

finnCap is a London-based institutional broker and corporate adviser, with a strong track record in 

advising and raising capital, providing research and after-market care both for growing and 

established smaller companies. Founded in 2004, it has been recognised as one of the UK’s fastest 

growing brokers this decade. 

finnCap is a top five adviser on AIM in a number of sectors including Mining, Oil & Gas, Technology 

and Life Sciences, and its expertise on AIM and in the small-cap community is now seen as secondto-none. 

finnCap employs the best professionals in each sector it represents and aims to add value and 

exceed client expectations through first-class execution, bespoke services, proactive thinking and 

consistent support throughout the financial year or the course of a transaction. 


Corporate Finance Director 

finnCap Limited 

60 New Broad St, London, EC2M 1JJ 

Tel 020 7600 1658 

E-mail mrobinson@finncap.com

BIOGRAPHY 



Acquisitions 

Private Equity 


Investment Products & Wealth 

Management 



Transactions 

Education 

B Comm, 

University of Toronto, 1994 

MBA, 

York University, 1995 

LLB, 

Osgoode Hall Law School at 

York University, 1998 


Ontario, 2000 

John M. Sabetti 

Partner 

Toronto 

Direct Line: 416 865 4455 

Facsimile: 416 364 7813 

jsabetti@fasken.com 

www.fasken.com/john-sabetti 

John Sabetti practises primarily in Fasken Martineau's Securities and Mergers & Acquisitions Group, 

with a particular focus on the Mining and Investment Funds practice areas. He has substantial 

transactional experience, including in relation to structuring and leading initial public offerings, 

private placements, take-over bids, arrangements, debt offerings and redomiciling transactions. 

In terms of Mining experience, John has represented a wide variety of issuers including Golden Star 

Resources Ltd., Addax Petroleum Corporation and De Beers Canada Inc., and also has represented 

investment dealers such as BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and GMP 

Securities L.P. 

With respect to the Investment Funds practice area, John has acted in respect of the initial public 

offerings of more than 15 structured product issuers that have raised in excess of $3 billion in gross 

proceeds. 

John's extensive portfolio of transactional experience also has allowed him to act on a wide variety 

of capital markets and public and private M&A transactions outside of the resources and structured 

products sectors. 

John joined Fasken Martineau as an articling student in 1998, became an associate in 2000 and a 

partner in 2005. 


� Golden Hope Mines closes private placement financing 

Advised Golden Hope Mines Limited 

� Discovery 2010 Flow-Through Limited Partnership completes $50 million IPO 

Advised Discovery 2010 Flow-Through Limited Partnership and its manager, Middlefield Limited 

� Thunder Bay Consolidated Courthouse Project reaches financial close 

Advised the short term and long term lenders and bondholders 

� Golden Minerals closes public offering and private placement raising net proceeds of US$103 

million 

Advised Golden Minerals Company 

� Timbercreek Mortgage Investment Corporation closes $49 million offering of Class A Shares 

Advised the agents co-led by Raymond James Ltd. and BMO Nesbitt Burns Inc. 

� Golden Hope Mines closes oversubscribed non-brokered private placement 


� Golden Hope Mines acquires royalty interest from Gold Belt Mining 


� COMPASS Income Fund closes $53 million rights offering 

Advised COMPASS Income Fund and its manager, Middlefield Limited 


1

BIOGRAPHY 


� Disraeli Bridges project in Winnipeg reaches financial close 

Advised the lending group to Plenary Roads Winnipeg including Societe Generale, The Toronto 

Dominion Bank and BCE Master Trust Fund as short term lenders and Canada Life, Sun Life 

and BCE Master Trust Fund as long term bond purchasers 

� MINT Income Fund closes $134 million exchange and cash offering 

Advised MINT Income Fund and its manager, Middlefield Limited 

� Timbercreek closes $28.75 million offering of Class A Shares 

Advised the syndicate of agents led by Raymond James Ltd. 

� Golden Star Resources completes US$75 million common share offering 

Advised Golden Star Resources Ltd. 

� Migao Corporation completes $40.3 million bought deal financing 

Advised syndicate of underwriters co-led by CIBC World Markets Inc. and Canaccord Capital 

Corporation 

� Discovery 2009 Flow-Through Limited Partnership closes IPO of Units 

Advised Discovery 2009 Flow-Through Limited Partnership and its manager, Middlefield Fund 

Management Limited in closing its initial public offering of units. 

� Uranium Focused Energy Fund raises $25.4 million in rights offering 

Advised Uranium Focused Energy Fund Fund and Middlefield Fund Management Limited 

� RBC Dominion Securities and banking syndicate arrange financing for $622 million contract for 

new Bridgepoint Hospital 

Advised the short term bank lenders and the long term bondholders 

� Banro closes $100 million common share offering 

Advised the underwriters co-led by GMP Securities L.P. and CIBC World Markets Inc. 

� Alegro Health acquires Active Health for $21 million 

Advised Alegro Health Corp. 

� First Quantum Minerals completes $345 million overnight marketed public offering 

Advised First Quantum Minerals Ltd. 

� Niagara Health System AFP project reaches financial close 

Advised the lenders for the construction bank financing and long term bond financing 

� Alamos Gold completes $83.3 million bought deal financing 

Advised the syndicate of underwriters led by BMO Nesbitt Burns Inc. 

� MINT Income Fund raises $27.4 million in rights offering 

Advised MINT Income Fund and its manager, Middlefield Fund Management Limited 

� Timbercreek Mortgage Investment Corporation closes offering of Class A Shares 

Advised the syndicate of agents co-led by Manulife Securities Incorporated and Raymond James 

Ltd. 

� Timbercreek Mortgage Investment Corporation closes IPO of subscription receipts 

Advised a syndicate of agents, co-led by Manulife Securities Incorporated and Raymond James 

Ltd. 

� Private Chilean company sells water rights to Andina Minerals 

Advised Inversiones y Asesorias en Recursos Hidricos S.A. 

� YieldPlus Income Fund raises $113 million in rights offering 

Advised YieldPlus Income Fund and Middlefield Fund Management Limited 

� Migao Corporation completes $28.7 million bought deal financing 

Advised the underwriters co-led by CIBC World Markets Inc. and Canaccord Adams Inc. 


2

BIOGRAPHY 


� MINT Income Fund raises $45 million in rights offering 

Advised MINT Income Fund 

� Zazu Metals Corporation closes IPO 

Advised Zazu Metals Corporation 

� Uranium Focused Energy Fund closes offering of units with warrants 

Advised Uranium Focused Energy Fund 

� Golden Star completes sale of US$125 million convertible senior unsecured debentures 


� Home Depot of Canada launches $250 million commercial paper program 

Advised Home Depot of Canada Inc. 

� ACTIVEnergy Income Fund merges with ALBERTA Focused Income & Growth Fund 

Advised Middlefield Group 

� High Desert Gold closes IPO and begins trading on TSX 

Advised the agents in the offering, led by MGI Securities Inc. and Canaccord Capital 

Corporation. 

� Timminco completes $86 million financing 

Advised Timminco 

� YIELDPLUS Income Fund completes merger of funds 

Advised Middlefield Group on merger of YIELDPLUS Income Fund with four other funds. 

� GeoProMining completes $97.5 million take-over of Sterlite Gold 

Advised the Special Committee of Sterlite Gold 

� OilSands Canada Corporation closes $50 million IPO 

Advised Middlefield Group 

� Canadian Royalties completes $75 million public equity offering 

Advised the underwriters 

� OceanaGold completes redomiciling transaction and $90 million IPO 

Advised OceanaGold Corporation 

� Anglo American Capital launches US$2 billion Canadian commercial paper program 

Advised Anglo American Capital plc 

� Wireless Matrix Corporation closes $14.7 million bought deal financing 

Advised the underwriters 

� Uranium Focused Energy Fund completes $203 million IPO 

Advised Middlefield Capital Corporation 

� Golden Star completes US$83 million common share offering 


� Ontario Hose Specialties closes $40 million private placement 

Advised Ontario Hose Specialties Inc. 

� Dexia launches $3.5 billion Canadian commercial paper program 

Advised Dexia CAD and Dexia Crédit Local, New York Branch 

� Petro-Reef Resources closes financing 

Advised Petro-Reef Resources Ltd. 

� ACTIVEnergy Income Fund completes $24.2 million rights offering 

Advised ACTIVEnergy Income Fund 


3

BIOGRAPHY 


� Golden Star sells shares of EURO Ressources for $30 million 


� First Uranium completes $203 million initial public offering 

Advised First Uranium Corporation 

� Cangene completes $81 million bought deal by way of treasury and secondary offering 

Advised the underwriting syndicate led by GMP Securities L.P. 

� Transition Therapeutics completes $25 million private placement 

Advised Great Point Partners, LLC. 

� Horizon Total Return Fund raises $38 million in IPO 

Advised Middlefield Capital Corporation 

� De Beers Canada sells participating interest in diamond joint venture for $180 million 

Advised De Beers Canada 

� Addax Petroleum acquires business of Pan-Ocean Energy for $1.6 billion 


� WestLB AG, New York Branch launches US$3 billion Canadian commercial paper program 

Advised WestLB AG, New York Branch 

� Addax Petroleum closes $402 million public offering 

Advised Addax Petroleum Corporation in closing its $402 million public offering 

� MINT Income Fund rights offering fully subscribed 

Advised MINT Income Fund 

� Middlefield Canadian Income Trusts Investment Company PCC closes £55 million offering in the 

UK 

Advised Middlefield Canadian Income Trusts - GBP PC 

� Migao Corporation completes $18.1 million financing 

Advised the agents 

� QuStream completes $10 million bought deal offering 

Advised the underwriting syndicate 

� Alberta Focused Income & Growth Fund completes $69 million IPO 

Advised Alberta Focused Income & Growth Fund 

� Eastern Platinum completes $150 million private placement 

Advised a syndicate of investment dealers co-led by GMP Securities L.P. and Canaccord Capital 

Corporation 

� MG Dividend & Income Fund completes $120 million IPO 

Advised MG Dividend & Income Fund 

� Golden Star Resources completes $88 million bought deal financing 


� Golden Star Resources completes $135 million acquisition of St. Jude Resources 


� CNPC International acquires PetroKazakhstan for US$4.18 billion 

Advised the special committee of independent directors of the board of directors of 

PetroKazakhstan 

� Core IncomePlus Fund completes $275 million IPO 

Advised Core IncomePlus Fund 


4

BIOGRAPHY 




� Ford Credit Canada files $6 billion prospectus and renews $6 billion MTN program 

Advised Ford Credit Canada Limited and Ford Motor Credit Company 

� ACTIVEnergy Income Fund completes $290 million IPO and establishes $90 million loan facility 

Advised ACTIVEnergy Income Fund and Middlefield Capital Corporation 

� YIELDPLUS Income Fund completes $220 million IPO and establishes $70 million loan facility 

Advised YIELDPLUS Income Fund and Middlefield Securities Limited 

� STRATA Income Fund closes $214 million IPO 

Advised STRATA Income Fund and Middlefield Securities Limited 

� INDEXPLUS INCOME FUND closes $345 million IPO 

Advised INDEXPLUS Income Fund and Middlefield Securities Limited 

� MAXIN Income Fund completes $83.8 million IPO 

Advised MAXIN Income Fund and Middlefield Securities Limited 

� Sobeys completes $100 Million offering of MTNs 

Represented the dealers 

� Sobeys establishes $500 Million MTN program 

Represented the dealers 

� PATHFINDER Income Fund completes $155 million IPO 

Advised PATHFINDER Income Fund and Middlefield Securities Limited 

� LionOre Mining International completes $100 million private placement of special warrants 

Advised the underwriters, RBC Capital Markets and Haywood Securities Inc. 

� COMPASS Income Fund completes $148 million initial public offering 

Advised COMPASS Income Fund and Middlefield Securities Limited 

� Ford Credit Canada files $3 billion shelf prospectus and establishes $2.5 billion MTN program 

Advised Ford Credit Canada and Ford Motor Credit Company 

� STaRS Income Fund completes $85.3 million initial public offering 

Represented STaRS Income Fund and Middlefield Securities Limited 

� Crown Life moves towards privatization 

Advised Crown Life Insurance Company 

Presentations 



Publications 

� "New TSX Rules Regarding Securityholder Approval for Investment Fund Acquisitions", 

Investment Products & Wealth Management Bulletin, September 16, 2010 

� "Pension Disclosure under Scrutiny", Securities and Mergers & Acquisitions Bulletin, January 

2009 

� "What's Old is New Again: The AiT Decision and its Impact on Disclosure in the Context of M&A 

Transactions", December 2008 

� "Consulting editor on behalf of Fasken Martineau for the consolidations of the Ontario Business 

Corporations Act and the Canada Business Corporations Act published by LexisNexis 

Butterworths", Ongoing 


5

BIOGRAPHY 


Memberships and Affiliations 

� Member, Ontario Bar Association 


6

BIOGRAPHY 


Emerging Global Business 



Acquisitions 

Corporate Governance 



Transactions 

Joint Ventures 

Education 

B.A.H. - Politics / Sociology, 

Queen's University, 1999 

LLB, Specialization in Business 

Law 

Dalhousie University, 2002 


Ontario, 2003 

Languages 

English 

Hungarian 

Krisztián Tóth 

Partner 

Toronto 

Direct Line: 416 865 5467 

Facsimile: 416 364 7813 

ktoth@fasken.com 

www.fasken.com/krisztian-toth 

Krisztián Tóth'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. 


� Uranium One completes US$1.5 billion cross-border ARMZ transaction 

Advised Uranium One Inc. 

� AXMIN closes non-brokered private placement 


� 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 


� 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 


� Uranium One acquires 50% of Karatau Uranium Mine 

Advised Uranium One Inc. 

� AngloGold Ashanti acquires 50% interest in Moto Goldmines for US$248 million 

Advised AngloGold Ashanti Limited 

� 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 Kué 

joint venture agreement 


1

BIOGRAPHY 


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 


� Alegro Health acquires Active Health for $21 million 

Advised Alegro Health Corp. 

� AXMIN closes $2.5 million non-brokered private placement 


� 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 


� EBRD completes loan facility to Tirex Resources 

Advised EBRD 

� Skye Resources and HudBay Minerals complete $460 million business combination 

Advised Skye Resources Inc. 

� 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 

Advised OceanaGold Corporation 

� Creststreet completes closing of its 2007 flow-through offering raising $58 million 

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. 


2

BIOGRAPHY 


� 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 


� sxr Uranium One completes $155 million public offering 

Advised sxr Uranium One Inc. 

� 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 


� 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 

Advised Gammon Lake Resources Inc. 

� 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 

� 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 Jennings Capital Inc. 


3

BIOGRAPHY 


� 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 



� Global Alumina closes US$30 million private placement 

Advised the agents, RBC Capital Markets and Jennings 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 



� 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, January 2005 


4

Mining the Right Seam: The Relative Merits of ... - Fasken Martineau

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