emerging mining opportunities in myanmar - mar 2, 2013 - presentation

Emerging Mining Opportunities in Myanmar and Southeast Asia

Global Mining Group Seminar Saturday, March 2, 2013


Global Mining GroupMarch 2, 2013

Craig Brown (Partner)Michael Bourassa (Partner)PDAC 2013

An Expert Perspective on an Emerging Mining Region Craig Brown Securities and M&A practitioner, member of the Global Mining

Group and Co-leader of the firms India Team

Michael Bourassa Long standing leadership role in the Fasken Global Mining Group and three-time recipient of the Mining Lawyer of the Year Award presented by Whos Who Legal

John Steele Official Representative of the Shan State, Myanmar, responsible for vetting inbound investment in the mining industry / Managing Director and Regional Manager SE Asia for Pan Asia Mining / former President of the PDAC / leading authority on mineralization of Myanmar and SE Asia

John Evans - Managing Director and a founding partner of Tractus Asia, a leading management consulting and FDI advisory firm with offices throughout Asia. Past experience setting up mining and mineral processing investments in China, India, Japan, Korea and ASEAN.

2

1

An Expert Perspective on an Emerging Mining Region Joshua Brown Myanmar Country Rep for Tractus Asia

based in Yangon. Recently led a mission to Myanmar for the U.S. Chamber of Commerce and 40 multinational companies and has conducted client focused research on the mining and minerals regulations and market opportunities.

Ken Cawkell Director with Centurion Minerals (CTN:TSX-V), one of the first Canadian companies to engage inmeaningful exploration since Canadian governmentsuspension of economic sanctions

Sachin Mahajan Managing Director, Mergers & Acquisitionsat Canaccord Genuity, Canadas first investment bank toestablish an office in Myanmar

3

Fasken Martineau Canadas Most International Mining Law Firm Large concentration of mining talent on three continents with

transaction support capabilities world-wide Recent merger with Bell Dewar of South Africa makes Fasken

one of the largest most experienced mining firms in Africa Recipient of multiple international awards

4

2

Comprehensive Services to Mining Industry Cradle to Grave Comprehensive expertise enables us to support mining

companies throughout all phases of their evolution including: Exploration and permitting Project development/Construction/Infrastructure Lending/Project finance Environmental and government relations Aboriginal and community consultation Operations, commercial matters and co-ventures Capital market transactions Mergers & acquisitions/Anti-trust/Competition Royalty transactions Litigation/Alternative dispute resolution/Intl arbitration Domestic and cross-border taxation

5

Getting the Deal Through

Fasken edits Getting the Deal Through Includes a comprehensive summary of the principal mining

laws in 40 countries around the world Indonesia and Thailand have been included and the new

edition will also include chapters on the emerging legal regime in Myanmar

Formatted as a series of questions and answers concerning mining rights and title; duties, royalties, and taxes; business structures; environment, health & safety; social and community issues; and international treaties.

Distributed at the International Bar Association annual conference and at the Annual Institute of the Rocky Mountain Mineral Law Foundation.

6

3

Myanmar and Southeast Asia

Exciting region is attracting global attention Nascent mining and foreign investment rules will require

careful navigation Committed to helping our clients explore the unique

opportunities presented by the region Strong team in Johannesburg is reasonably proximate and

supported by other Fasken offices and local agent firms Excellent relations with local authorities and industry

participants such as some of our guest speakers today Fasken is uniquely well-positioned to assist you in exploring

opportunities in Myanmar and throughout Southeast Asia

7

Craig Brown+1 416 868 [email protected]

Michael Bourassa+1 416 865 [email protected]

8

4

EMERGINGMININGOPPORTUNITIESINMYANMAR&SOUTHEASTASIA

DefineWhatYouareLookingFor:JohnSteelePanAsiaMining(L)&ShanStateGovernment

&FigureOutHowtoGetit:

Tractus AsiaFasken Martineau

JohnSteelePanAsiaMining(Labuan)Co.,Ltd.

41/4soi Chatgaew,Sutthisan Winitchai,Bangkok,Thailand,10310

Mobile:+66818199085,Facsimile:+6622747511MobileCanada:+16473000538

PDACInvestorsExchangeBooth28429

SOUTHEASTASIA

MyanmarThailandLaos

CambodiaVietnam

10

5

MYANMAR(DepositsKnowntoDGSEin1990s)

G=AuC=Cu

P=Pb/Zn/AgN=Ni/CrT=Sn/WA=Sb

E=Pt/PGMF=Fe

only8ofwhicharecurrentlyactive(ref.Tractus)

WHATWEARELOOKINGFOR

11

MYANMAR90SBIDDING

Rounds1,2BidsMostlyConcluded

Round3FewBids wasCancelled

Round4PlannedbutCancelled

OrangeRound1BlueRound2GreenRound3

Commodity

Red=AuGreen=Cu/Au

Blue=Pb/Zn/Cu/AuBlack=Pb/Zn/Ag

Orange=PtYellow=Ni/CuGray=unknown

12

6

MYANMARMINES&PROSPECTS

KNOWNTOOUTSIDERSInadditiontotheminesanddepositsknowntotheDGSEtherearemanymore.

Theentirecountrywasmapped&publishedundertheBritish&laterthroughagenciessuchasESCAP,CCOP&UNDPaswellasForeignMissions

NotableamongstthismappingwasDr.AndrewMitchellofOxfordUniversityfor~40yearsandaGermanMissioninthe1960s

13

WECANFIGUREOUTHOWTOGETWHATWEARELOOKINGFORBYFULLYUNDERSTANDING

THEGEOLOGICALHISTORY

SOUTHEASTASIAGEOLOGY&MINERALDEPOSITSCONTINENTALDRIFTINACTION

(AlfredWegener&TuzoWilsonWereCorrect)

14

7

WestPacificAreaPlatformsFoldBelts

OceanicArcsMassifs

15

DETAIL CONTINENTALDRIFTFEATURESSEASIA

MixtureofPlatforms&foldbeltscreatedbycollisionswithPlatformsEWCollisionNorthmovementofArkaneChinfoldbeltandCentralMyanmarBasin

16

8

GEOLOGYOFSOUTHEASTASIA

Myanmar,Thailand,Laos,Vietnam,Cambodia

TheGeologyofSEAsiaisConstructedofContinentalandOceanicFragmentsreflectingTheirContinentalDriftOriginsTheseBlocksareStable&notChangingtoday exceptforMyanmarMyanmarConsistsof2IndependentTerranes MovingwithRespecttoEachOtherEachTerraneisSeparately&DifferentlyMineralizedSOHOWWASTHISASSEMBLED?

17

ACCRETIONOFWESTERNSOUTHEASTASIAFirstStep

IndochinaTerraneSukhothaiArkSubductionZoneShanThaiTerraneismovedeasterlytowardsIndochinaTerraneandSukhothai ArcIntrusionofVolcanicRocks(andBeginningofMineralEmplacement)

18

9

MergedShanThai&IndochinaTerraneSubductionCeasesSpreadingatMidOceanRidgeContinuesGraniticIntrusionsEmplacedincludingAssociatedMineralDeposits(Lead/Zinc/Silver,PorphyryCopper/Gold,Tin/Tungsten

ACCRETIONOFWESTERNSOUTHEASTASIASecondStep

19

ACCRETIONOFWESTERNSOUTHEASTASIAThirdStepShanThai IndochinaTerraneCementedintoContinentalBlock

SpreadingMesotethys MidOceanRidgeContinuesDrivingOceanicCrustAgainstContinentalBlock

AsSubductionhasceased,OceanicCrustCreatesWesternTroughandBucklesintoFoldedMountainRangesCreatingBurmaPlate

MineralDepositsOriginatingfromOceanicCrustOphiolite SequencesEmplaced(Nickel,PGM)

20

10

MYANMARTERRANESPlateTectonic TransformFaultSpreadingCentre(SouthofMyanmar)MovingWesternMyanmarNorth&EasternMyanmarSouthAlongSagaing Fault(underIrrawaddyRiver)

WestSidehasMovedatLeast350milesNorthSplayFaultsAcrossThailand,Laos,China,VietnamProvideSourceforMineralDeposits

21

TARGETAREAS

TARGETAREAS

RESTRICTED

MYANMAR

22

11

Whatwearelookingfordefined

OneShouldIgnorethePoliticalBoundariesToFindWhatWeWant

InsteadFollowtheTerranes

23

COMBINEDMyanmar&WestThailand

LEAD

ZINC

24

12

CHROMITE

TIN

COMBINEDMyanmar&WestThailand

25

WhatwearelookingfordefinedThePoliticalBoundariesDefinetheRulesWe

MUSTUsetoObtainLicensesandTheFeesWePay

EachofThailand,Laos,Cambodia&VietnamAreWellMineralized

ButtheQuality&QuantityofInformationAvailableisNottheSame

26

13

THAILAND

BestDatasetinSEAsia

FullNationalAirborneSurveys

VeryCompetentGeoscientists

WorldwideCompetitiveRegulatoryFramework

LocalExperiencedStaff

27

LAOSMINES&

PROSPECTS

28

14

CAMBODIAMINES&

PROSPECTS

29

VIETNAMMINES&PROSPECTS

G0LDMINES&DEPOSITS1 NaSon 13 LangNeo2 PacLam 14 TaSoi3 NaPai 15 BanGon4 TanMai 16 BaNa5 LangVai 17 BongMieu6 NaPac 18 Tra Bong7 BoCu 19 Tien Thuan8 Giap Lai 20 SongHinh9 CaoRam 21 Deo Ruri10 Sinh Quyen 22 DaLat11 LaPanTan 23 Tra Nang12 BoXinh 24 Chau Thoi

30

15

CAUTIONREGARDINGDATASOURCESIN

MYANMAR

Onlythedatagatheredinthewesternhalfofthecountry(CentralGovernmentSources)willgenerallybeprovided.IntheEasternEthnicareasofthecountry,theCentralGovernmentdoesnothavecompleteaccesstotheseareasandthereforecannotprovidemapsanddata(eventhoughitappearstopossessit)MorelaterfromJoshBrown

31

MyanmarAnExample

32

16

THAILANDAnExample

Reservesin6PorphyryCu/AuDepositswith: 4,487,150,000lb Cu 3,123,588oz Au

Plus: 21+MineralizedProspects Flotation/LeachingPlant

Functioning

JointVenturePartners&FinancingNeeded

33

CONTACT

JohnSteelePanAsiaMining(Labuan)Co.,Ltd.41/4soi Chatgaew,Sutthisan Winitchai,Bangkok,Thailand,10310Mobile:+66818199085,Facsimile:+6622747511MobileCanada:+16473000538PDACInvestorsExchangeBooth2842

34

17

35Copyright 2009 Tractus Asia Ltd. All Rights Reserved.


prepared by Tractus Asia Ltd.

2 March 2013


Southeast Asia Established Markets

18


Southeast Asia Emerging Mining Markets


Investing in Myanmar

19


Obtaining a Mining Permit in Myanmar

Proposal to Ministry of

Mines

Department of Geological Surveying and Mineral Exploration Prospecting and exploration

feasibility study proposal

Department of Mines Initial Work Program Geological maps and

supporting data Mining operations and

production proposal Supporting letters Environmental Impact

Assessment Corporate Information

Approval by Myanmar

Investment Commission (MIC)


Mineral Occurrences

Source: Myanmar Ministry of Mines

20


Administrative vs. Political Divisions

Source: Tractus Research


Political Risks to be Considered Carefully

Source: Tractus Research / Burma Centre for Ethnic Studies Peace and Reconciliation

Kachin Independence Army (8,000 troops)Cease Fire Breached July 2012

Shan State Army-South (6,000 7,000 troops)Cease Fire since December 2011

Karenni Army (800 1,500 troops)Cease Fire since March 2012

Karen National Liberation Army (6,000 7,000 troops)Cease Fire since January 2012

Arakan Liberation Army (100 troops)

Chin National Front (200 300 troops)

Cease Fire January 2012

21


Historical Armed Conflict and Rule of Law Risks

Source: Tractus Research / US Campaign for Burma


Mineral Resources, Complicated Opportunities

Source: Tractus Research / US Campaign for Burma / Myanmar Ministry of Mines

22


Multiple Stakeholders Need to be Managed

Mining Permit

Stakeholders

State / Region Chief

Minister

Landowner

Ministry of

Forestry

Ministry of AgricultureTownship Chief

Land Record

Department

Local Opposition

Party


FDI Dominated by Few Large Scale Investments

Source: Myanmar Directorate of Investment and Company Administration (DICA)

0

5

10

15

20

25

30

0

5,000

10,000

15,000

20,000

25,000

2007 2008 2009 2010 2011 2012

US$

Millions

Year

ForeignDirectInvestmentintoMyanmar

ForeignInvestment(US$)ApprovedInvestments

23


FDI Concentrated in Power, O&G and Mining

45.68%

33.76%

6.95%

4.97%2.98%

2.98% 2.68%

PowerOil and GasMiningManufacturingHotels and TourismReal EstateOther

Mining

Source: Myanmar Directorate of Investment and Company Administration (DICA)


Mining Historically Closed to Foreign Participation

NumberofPermitsIssuedforMiningPermit(Localvs Foreign) TypeofPermits NumberofPermits

LocalPermits

ExplorationPermit 464SmallScaleMiningPermit 1119LargeScaleMiningPermit 134SubsistenceMiningPermit 46

Total 1763ForeignPermits Total 67

Source: Myanmar Ministry of Mines

24


Source: Myanmar Directorate of Investment and Company Administration (DICA) / Myanmar Ministry of Mines

No. Name Of Companies Country Location of Projects Resource Investment(US$)

1 Myanmar Wanbao Mining Copper Hong Kong Sagiang Copper 997

2 CNMC Nickel China Mandalay and Sagaing Divisions Ferro Nickel 855.9

3 Myanmar Yan Tse Copper Thailand Sagiang Division Copper 396.3

4 Myanmar Simco Song Da Vietnam Na Pu Mountain Marble 18.1

5 De Rui Feng Investment China Dawei, Tanintharyi Division Unknown 15.3

6 Ivanhoe Myanmar Holding China Sagaing Division Unknown 8.1

7 Nobel Gold Hong Kong Sagaing Division Gold 2.7

8 North Mining Investment China Chin State Ferro Nickel 1.7

9 Myanmar Pongpipat Thailand Dawei, Tanintharyi Division Tin 1

10 Conerstone Resources Australia Shan State Zinc Unknown

11 Asia Pacific Mining China Sagaing DivisionAnd Shan StateLead, Zinc

Copper, Gold Unknown

Total 2,296

Pioneering Investments Made by Asian Investors


Tax Rate

Royalties 3- 5% ad valorem depending on element

Land (Dead) Rent US$59 US$7,059 per square kilometer

Production Sharing Obligations 15 50% in-kind or cash production value

Corporate Income Tax 25% (on MFIL companies)

Import Duties, Excise and other Taxes 0% for first 5 years (on MFIL companies)

VAT 5%

Tax and Regulatory Regime

25


Foreign Investment Regulations


The New Myanmar

26

March2013

55

56

Centurion Minerals Ltd.

Canadian-based company focused on the exploration and development of gold and precious metal projects in Southeast Asia

ObjectiveDiscovery of multi-million ounce gold

deposits and participation in gold mining development

Philosophy Acquisition of advanced stage

exploration projects through direct ownership or strategic partnerships leading to revenue generation

Mineral project development balanced with social and environmental responsibility

28

ENTRYINTOMYANMAR RATIONALE

Changes to mining law and in Indonesiatriggered the need to look elsewhere forprospective gold exploration projects

Centurion management had existing contacts inMyanmar from previous business relationships

Compelling geology of the region Lifting of sanctions ability to be first-mover

exploration company Increased opportunities Myanmar open to

foreign investment

MINERALEXPLORATIONHISTORYINMYANMAR1995-1998: Myanmar First Dynasty Mines Ltd. Newmont Ivanhoe (until 2002) BHP Mandalay Mining company NL

1998-2012: Hiatus of exploration and mining by Western companies Private Chinese and other Euro-Asian companies are active in mining Myanmar companies acquire advanced exploration properties and mines left by foreign

companies or sold by the state Decline in gold outputs Untapped gold and base metals No systematic exploration

2012 and Going Forward: US, Canadian and western governments encourage mining companies to invest in Myanmar Opportunities to discover world-class deposits and participate in expanding and upgrading existing mines New Minister of Mines welcomes foreign mining companies

29

MININGLAWINMYANMAR

Foreign companies able to apply for exploration and exploitation licenses, but are encouraged to partner with Myanmar companies;

All licenses are issued by the central government, with recommendation from regional authorities;

Exploration license is valid up to 4 years, and mining up to 20 years

BUSINESSSTRATEGIES

Two potential investment strategies areconcurrently underway:

Acquire mineral concessions directly from theGovernment Available for joint venture with mid-tier companies Conduct exploration on own

Partner with existing local mining companiescurrently operating in the region

30

CHALLENGES

New mining law yet to be implemented Historical geological data difficult to source Infrastructure challenges like- Banking system

issues per funds transfer/credit cards Connectivity to outside world- courier/internet

needs modernizing Travel documentation- visa on arrival only

recently implemented per business Limited local contractor support- eg. drilling Accredited sampling labs non-existent

ADVANTAGES

Government/foreign investment laws open toforeign investments

Geological opportunities available for first-movers

Requirement for modern international standardMining/exploration programs-opportunities forforeigners with expertise

Country location- central to China/India

31

March2013

63

Private and Confidential

Myanmar

March 2013

32

65

Key Country Facts

About Myanmar

Largest country in Southeast Asia by area (~ size of France)

Population: ~65 million

Capital city: Naypyidaw - Largest city: Yangon (~4 million)

2011 GDP of US$82.7 billion (~US$1,270 per capita)

GDP growth: 6.0% (2012), 6.5% (2013E), 8.0% (2015E)

Inflation: 5.8% (2012/13), 4.2% (2011/12)

FDI (2011): >USD20 billion

Exports: US$9.5 billion (2011)

~4% cellphone penetration

Source: Asian Development Bank, Nov 2012

1,930km of uninterrupted coastline along the Bay of Bengal & Andaman Sea

Government: Constitutional Republic

President: Thein Sein

Vice President: Sai Mauk Kham Nyan Tun

Strategically Located: Bordered by Bangladesh, India, China, Laos and Thailand

Myanmar is a major exporter of natural gas, oil, teak, precious and non-ferrous metals

Energy and Mining account for 55% of Myanmars exports and 86% of its FDI

66

About Country Snapshot

Mandalay

Second largest city with 1.1 million people

Surge in ethnic Chinese population from 5% to 30% in last two decades

Naypyidaw

Myanmars new capital with 1 million people

Kyaukphyu

Plans for a deep sea port and a Special Economic Zone (SEZ)

Start of a pipeline that will supply oil to south-west China

Yangon

Capital city until 2007

Largest city with ~4 million people

Location of new industrial estates, including Thilawa SEZ

Dawei

Plans for a deep sea port and a SEZ

Close proximity to Bangkok which is 350km away

33

67

Myanmars three key goals:

1. Job creation: Myanmar seeks to provide jobs for its population through a market-oriented economy and manufacturing-led industrial employment

2. Sustainable growth: Myanmar wants to achieve sustainable economic development Example: Myanmar suspended the construction of Myitsone Dam (Joint Sino-Myanmar hydroelectric power

development project on the Irrawaddy River) due to the negative impact on the communities and environment

3. Re-engagement of the international economic community: The Thein Sein administration is keen on attracting foreign participation in new industrial projects

Political and Economic Reforms Myanmars Economic Goals

The Myanmar government requires all investments to be aligned with their environmental and social goals

68

Intel to expand its presence in Myanmar Wall Street Journal, 6th Dec 2012

Myanmar needs to harness energy resources to power growth Asian Development Bank, 29th Nov 2012

Myanmars GDP growth to rise to 6.25% next year International Monetary Fund, 23rd Nov 2012

Visa signs credit-card deal with three Myanmar Banks Wall street Journal, 3rd Nov 2012

MasterCard sets pact to enter Myanmar Financial Times, 5th Sep 2012

General Electric to open Myanmar office Wall Street Journal, 24th Aug 2012

Other recent corporate investors include Coca Cola, Caterpillar, Daewoo, Deloitte, Dole, KPMG, PepsiCo, PwC

Recent Headlines

Country Potential (contd)

34

69

Underdeveloped financial system

Project and Trade financing within Myanmar are limited and might continue to be until sanctions are fully lifted which shall allow banks to better assess Myanmars risk

Repatriation of money out of Myanmar is a controlled affair, it could be a longer process that normal

Lack of infrastructure

Insufficient telecommunication infrastructure and coverage

Significant power shortages, especially outside major metropolitan areas

Pace of reform

Myanmars growth depends on the speed of political reforms

Myanmar has been isolated for a long period, business culture may be different with Western norms

Politics

Progress is dependent on The Thein Seinadministrations commitment to reforms for the long-term

Risks

70

Myanmar the new Mongolia

Natural Resources

Large stock of unexplored metals and soft commodities

Substantial reserves of relatively untapped natural resources, including:

Minerals, Manganese, Tungsten

Gold, Copper, Zinc, Tin, Nickel, Lead

Ore

Coal

Soft commodities: e.g. timber, teak, rosewood

Precious gems: e.g. rubies and jade

Geography Matters

Strategically located: Myanmar links Southeast Asia, China and the Indian sub-continent

Well established trade channels link Myanmar to China, Singapore, Japan, Thailand, Malaysia and India, further regional links are being developed

Access to major Indian Ocean shipping lanes, developing deep-sea ports to optimize its potential

Natural Resources Opportunities

35

71

Key Parameters

Large stock of unexplored oil & gas opportunities, including: Oil & gas (predominantly natural gas which accounts for >90% of

remaining reserves), oilfield services

Significant potential for refining sector development

Major Shwe and Zawtika fields aim to be brought on-stream in 2013

Current gas production predominantly exported to Thailand

Myanmar-China onshore pipeline development has opened an export market to China

Domestic energy demand is expected to grow quickly following easing of international sanctions

Nine onshore blocks were awarded in a 2011 onshore license round, further on/offshore rounds are expected in 2013

Recent Offshore Oil & Gas Country Entrants

Natural Resources Opportunities (Contd)

Corporate Activities

72

Financial Services Power Generation Industrials Ports & Logistics

Multi-sector Opportunities

Myanmars sectors that require development

Easing of sanctions is likely to fuel growth in the financial sector

Economic development shall give rise to demand for trade credit and financing

The Central Bank of Myanmar lists 19 private banks in the country, these banks still operate under tight restrictions, limiting private sectors access to credit

Value to be unlocked through credit provision and technology upgrades; as business grows, a developed and more capable stock exchange is likely

Demand for technology for integrated electronic systems, ATM networks and banking security shall increase

Banking sector liberalisationexpected in 2015 with opportunities in banking, insurance, trade finance, microcredit

Power blackouts are common

Myanmars power consumption stands at 103.7kWh per capital; in comparison, Vietnams power consumption is at 917kWh per capita

Requires power to fuel industrialisation as well as provide power to residential areas

Myanmars energy demand peaks in the summer months at 1,850MW. The country depends almost entirely on hydroelectric plants for its base load. Current capacity of the hydroelectric plants is at 1,340MW

Opportunities for solar power, oil & gas, electric, renewable energy companies

The country had a thriving garment industry prior to the imposition of international sanctions

Looking to attract foreign investors with tax breaks and exemptions targeted at the manufacturing sector

Low-cost manufacturing base, as it operates with low overheads and wage rates

Opportunities for machinery, equipment and construction companies to build roads, bridges, schools, hospitals, offices and residential housing

Around 300,000 TEUs and 16.7 million tonnes, accounting for close to 100% of Myanmars cargo, pass through the ports of Yangon and Thilawa

Infrastructure construction and industrial activity are likely to pick up

Demand for both bulk cargo and liquid bulk cargo ports to handle the import of petroleum products for inbound distribution is high

Opportunities for engineering, construction, logistic services, freight storage

36

73

Hospitality IT/Communications Agriculture

Multi-Sector Opportunities (Contd)

Myanmars sectors that require development

Agriculture AgricultureConsumer

Southeast Asian Games in 2013 and Myanmars ASEAN chairmanship in 2014, tourist arrivals are expected to increase three-fold from 300,000 to one million per year

Opportunities range from heritage redevelopments in the city centre, need for serviced apartments, business hotels and retail

Huge tourism potential given the countrys historic sites, landscape and beaches

Telecommunications and internet access is likely to become widespread within Myanmar as the government seeks to develop its information and communications infrastructure

Current mobile penetration rate is 1.5% and internet penetration rate is at 0.2%

Myanmar plans to release four more telecommunications licenses for both domestic and foreign investors

Opportunities for wireless carriers, mobile phone companies, internet service providers

Expecting 90+ applicants for cell phone license

Accounts for 43% of the countrys GDP, 17% of its export earnings

Two-thirds of the population is employed in this sector

The Myanmar agriculture is in desperate need of modernization and productivity improvement

Opportunities for companies to introduce new technologies and implement new farming methods

Logistics, manufacturing of food processing plants and equipment

Last untapped consumer market in Asia with a population of over 65 million people

Non-discretionary growth will be followed by discretionary consumer segment build-out

First multinationals have started significant investment program, e.g. Coca Cola, Dole, PepsiCo

Opportunities for both international retailers and consumer products companies

74

Natural Resources Opportunities Fund

Fund Structure

Canaccord Genuity

Natural Resources Fund

Oil

Gas

Oilfield Services

Gold

Tin

Tungsten

Manganese

Nickel

Precious Gems

Real Estate

Energy Infrastructure

Power

Logistics

Airports

Pipeline

Limited Partners

Initial fund size of USD50-100 million

Initial close expected 2H 2013

Total size USD150-200 million

Fund

37

75

Canaccords Asian platform

Overview

Established Research Practice

Metals & Mining Oil & Gas General Industrials Sustainability

Melbourne

Sydney

Beijing

Hong Kong

Singapore

S$30mIPO

Joint Issue Manager, Joint Underwriter &

Joint Placement Agent

July 2012

Note: All dollar amounts are stated in Canadian dollars unless otherwise indicated. Transactions in dotted boxes denote deals that were executed previously by Canaccord Genuity team members

1. ICICI alliance2. As of 31 December 2012

$3.1 bn

Financial advisor on acquisition by

November 2011

AUD$61 mBlock Trade Sale

Sole Lead Manager

September 2012

S$94 mIPO

Issue Manager, Joint Underwriter &

Joint Placement Agent

October 2012

Selected Advisory experience

Selected Financing experience

Mumbai1

US$7 bnFinancial advisor

on disposal of assets in Gulf of

Mexico, Brazil and Azerbaijan to BP

August 2010

US$4.65 bnFinancial advisor on acquisition of ConocoPhilips

stake in Syncrude, CanadaApril 2010

US$250 mRedeemable

Preference SharesSole Placement

Agent

June 2011

US$10bn

Financial advisor on joint venture with PETRONAS and

Repsol YPF

May 2010

A$1.3bnHunan Valinsacquisition of

17.3% stake in Fortescue Minerals

GroupJuly 2009

A$280 mInvestment in the Watermark coal

project in Australia

September 2010

US$1.9bn

IPO

Co-Lead Underwriter

May 2010

N/A

Strategic options for Mongolian Government

in relation to Tavan Tolgoi

January 2009

US$2.7 bnAcquisition by PetroChina of

a stake in PetroKazakhstan

January 2007

$93 mNew Issue

Lead/Joint Lead Manager

October 2011

AUD$30 mPlacing

Joint Lead Manager

September 2012

Yangon

Established practice

Metals & Mining Oil & Gas Life Sciences General Industrials Automotive Basic Industries Sustainability

Healthcare Media & Technology Education

AUD$21 mPlacing

Joint Lead Manager

November 2012

76

Contact

Peter joined Canaccord Genuity in September 2012 as CEO for Asia Pacific

A highly experienced natural resources sector investment banker with over 23 years of relevant experience advising many prominent transactions on the sector

He was most recently CEO and Founder of Kenosis Capital Partners

Prior to that, Peter was Managing Director and Head of Natural Resources Investment Banking in Asia-Pacific at Deutsche Bank, more recently Head of Resources Banking at HSBC

Peter began his career at Credit Suisse, where he worked for over ten years in New York and Johannesburg as a senior energy sector banker where he led numerous transactions for major global energy clients including Anadarko Petroleum, ConocoPhillips, Chevron, ExxonMobil, Tosco, Tesoro, and Valero

Peter received his undergraduate degree from Siena College and his Juris Doctor from St. John's University School of Law

Recent transaction highlights:

China Investment Corporations US$1.9 billion investment in Indonesias Bumi Resources

PetroChinas US$2.3 billion acquisition of Singapore Petroleum Corporation

Hunan Valins A$1.3 billion acquisition of a 17.3% interest in Fortescue Metals Group in Australia

Sinopecs US$4.65 billion acquisition of ConocoPhillipss stake in the Syncrude oil sands project in Canada

China Shenhua Energys first overseas acquisition (the Watermark coal project in Australia)

Strategic options for the Mongolian Government in relation to Tavan Tolgoi

The winning bid of the ONGC, Indian Oil and Oil India Limited for the US$20 billion Carabobo I integrated project in Venezuela

Peter OMalleyChief Executive Officer

Asia Pacific

Email: [email protected]: +852 3919 2501

38

Fasken Martineau Events and Speaking Engagements at PDAC 2013 (March 2nd March 6th)

Fasken Martineau Institute Seminars Emerging Mining Opportunities in Myanmar and Southeast Asia Manifold Destinies: Managing Mining Projects in a Dynamic and Risky World Proxy Contests - Key Issues for Mining Companies Recent Developments for South African Mining. Hosting Godfrey Oliphant,

Deputy Minister of Mineral Resources PDAC Panels, Forums and Events

Aboriginal Program - Examining Company - Community Agreements in the Mineral Sector: Are We Losing Confidence in Confidentiality?

Aboriginal Forum - Fasken Martineau is the proud sponsor of the Aboriginal Forum Reception

CSR Event Series - Does Transparency Matter? Where You Want Your Business to Be - Today, Tomorrow and Beyond MineAfrica (Fasken Martineau is a corporate sponsor)

As in past years, you can take advantage of our barista who will be serving up regular and specialty coffees for you to enjoy while visiting our booth!

77

39

VANCOUVER CALGARY TORONTO OTTAWA MONTRAL QUBEC CITY LONDON PARIS JOHANNESBURG

REFERENCE MATERIALS


FACT SHEET Global Mining Group

[20Jun12]

MiningMining transactions involve coordinating people, property and capital across different jurisdictions and time zones. Whether you are at the exploration, development or mining phase, need to secure financing, or plan to acquire other companies, success depends on solid legal advice and experience. Fasken Martineaus Global Mining Group has an unparalleled international reputation in the industry. We are consistently recognized as having more mining and mining finance experts than any other law firm. With more than 150 years of mining industry experience, we structure transactions to promote cross-border efficiencies, reduce exposure to political and regulatory risk, and facilitate financing.

Our Clients We represent exploration and mining companies, banks and brokers, investors, and industry service providers. We also work with governments on mining related matters, including advising more than 50 developing countries. Clients choose our award-winning team because we offer: Industry expertise We combine our knowledge of global equity, debt and M&A (private and

public) transactions with our extensive understanding of mine permitting, mining agreements (including off-take, hedging, royalty, option and joint venture contracts), investment stabilization agreements, and mine closure and rehabilitation arrangements.

Mining contacts Leading mining producers retain us regularly for M&A and mining transactions, giving us a keen understanding of their long-term commodity outlooks, views on the developing countries, and other business insights. Our most active client base investors, junior mineral exploration companies, developers and junior/mid-sized producers gives us insight into the challenges of raising capital, exploring and drilling for new discoveries, permitting/building/expanding mine operations, negotiating off-take arrangements, and developing/implementing closure plans.

Access to financing Our ability to make introductions to brokers and investment banks has proven invaluable to our clients. We have acted for most of the worlds leading banks and brokers in Canada, Europe and Africa. We are the only law firm to rank among the top ten law firms for financings and new listings on both the TSX and the AIM Market. Our strong execution teams in Johannesburg and Paris also facilitate transactions involving the JSE and NYSE Euronext.

Global reach As the only law firm with offices in each of the worlds key mining finance centres Toronto, Vancouver, London and Johannesburg we can address the international dimensions that characterize many mining industry transactions today. Our Paris office has extensive experience in franco-Africa.

Our Expertise Our core areas of mining expertise include: Capital market transactions, including IPOs Debt and equity finance, including project finance Mergers, acquisitions and dispositions Mining agreements, including option and joint venture agreements.

We also offer deep, tactical knowledge of the mining industry on other related matters including: Corporate social responsibility (Aboriginal and community consultation) Project development Government negotiations and strategy Mine permitting Royalty creation and sale agreements Environmental compliance and closure Hedging and forward sales contracts Resource taxation Stabilization agreements Litigation and alternate dispute resolution Intellectual property.

FACTS Winner of Whos Who LegalsMining Lawyer of the Year for 2010, 2011 and 2012

Winner of Whos Who LegalsGlobal Mining Law Firm of the Year award in 2005, 2006, 2007, 2008, 2009 and 2011

Canadian Legal Lexpert Directory (2012) recognizes Fasken Martineau for its mining expertise and has nominated five partners as leading practitioners

Chambers Global (2012) ranks the firms Mining practice in Canada, South Africa and Latin America and profiles five members of the group

Best Lawyers in Canada (2011) lists three members of the group for expertise in Natural Resources Law

Ranked among the top 10 law firms for placements and listings on both the Alternative Investment Market of the London Stock Exchange and the Toronto Stock Exchange,two of the worlds leading sources for raising capital for mining companies


FACT SHEET Selected Experience

[20Jun12]

Exploration We act on behalf of major, intermediate and junior mining companies on exploration agreements, options, earn-ins, farm-outs, joint ventures and strategic alliances on properties worldwide.

Project Development We have extensive experience advising on all aspects of development of mining projects, including delivery structures, formulation of tenders and procurement. We advised BHP Billitonon the negotiation of a multibillion EPCM contract and a US$400 million shaft sinking contract, both in respect of its Janzen Potash Project in Saskatchewan; Alexco Resource on the construction of its Bellekeno silver mine, Yukon; and Eldorado Gold on its Efemcukuru gold project in Turkey.

Permitting and Closure We have extensive experience with mine permitting and closure plans, including acting for BHP Billiton in relation to its Ekati Diamond Mine in NWT and Alexco Resource in relation to its remediation and redevelopment plan of its Yukon, Keno Hill silver district and Capstone in licensing its Yukon, Minto mine.

Aboriginal and Community Consultation We have been closely involved in the evolution of the law in Canada pertaining to the duty to consult with First Nations and have acted for a number of mining companies negotiating accommodation with First Nation groups to allow their projects to proceed. We advised Goldcorp in the negotiation of a landmark mining agreement with the Crees of Northern Quebec. We negotiated agreements on behalf of Hard Creek Nickel for its Turnagain project and Selkirk Metals for its Catface copper project, both in British Columbia.

Project Finance We acted for Augusta Resource Corporation in the negotiation of a US$176 million agreement with a South Korean consortium to help fund the Rosemont copper molybdenum project in Arizona; Orezone Resources in agreements with Bayerische Hypo- und Vereinsbank AG and The Standard Bank of Africa to increase Essakane Project debt facility to US$330 million; and BNPParibas in respect of project financing facilities for various Canadian-based mining companies.

Lending We acted for The Bank of Nova Scotia and international lending syndicates on an unsecured US$680 million credit facility for Yamana Gold, an unsecured US$450 million credit facility for Kinross Gold, and a restructured US$225 million credit facility for Lundin Mining.

Operations We regularly advise clients on the full range of issues that arise in mine operations.

Capital Markets Transactions We act on behalf of issuers and underwriters in respect of sourcing and supplying equity financing to mining companies on the TSX, TSXV, Amex and AIM exchanges, including GMPSecurities and Citigroup Global Markets on $202 million private placement of subscription receipts by Pacific Coal Resources; Pretium Resources on $265 million IPO; RBC Capital Markets and Investec Bank on US$385 million equity and debenture offering; Uranium One on $260 million bought deal offering of convertible unsecured subordinated debentures; and De Beers on $1 billion rights issue.

Mergers and Acquisitions We act for Vale S.A. in its proposed $1.1 billion acquisition of Metorex and for IAMGOLD in the sale of a minority stake in gold mines in Ghana to Gold Fields for US$667 million. We acted for Gammon Gold in US$420 million acquisition of Capital Gold; Uranium One in US$1.5 billion transaction with Russian-based ARMZ; International Royalty Corporation in its $700 million acquisition by Royal Gold; and Eldorado in its $2 billion acquisition of Sino Gold by way of Australian arrangement.

Royalty Transactions We have extensive experience in negotiating and documenting mineral royalties, including advising companies in the business of acquiring and creating royalties.

Litigation and Alternate Dispute Resolution We advise and act in respect of corporate and commercial matters in domestic and international courts, tribunals and alternate dispute resolution venues. We act for First Quantum Minerals in proceedings against the Democratic Republic of Congo before the International Chamber of Commerce and the International Centre for Settlement of Investment Disputes. We represented Gold Reserve before the Ontario Superior Court of Justice in successfully restraining Rusoro Mining from proceeding with a hostile takeover bid for the company because of alleged conflicts of interest and confidentiality violations.

Governmental We assisted the governments of Burkina Faso, Burundi, Gabon, Djibouti and Mali in reviewing and drafting their mining codes; and Guinea and DRC in negotiations of mining conventions with private operators. We acted as secretary to a multinational joint venture company for the development of a major iron ore project in Guinea. We acted as a special advisor to Omnis (the national mining and petroleum entity in Madagascar), to a government joint venture in Algeria for power generation agreements associated with a major mining project, and to Mali in connection with the privatization of a gold mine.

Intellectual Property We are patent counsel to companies and individual inventors developing new mining technologies, including providing advice on obtaining patent protection worldwide and on commercialization strategies.


I N S T I T U T E

emerging mining opportunities in myanmar - mar 2, 2013 - presentation

Documents