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1 MINING & MINERALS

Cliffe Dekker Hofmeyr (CDH) is the mining legal partner for

We know that there s nothing simple about the mining industry.

laws, and stringent environmental regulation all add up to one

A team with experience and insight not only in all aspects of

We have been key to some of the largest, most prominent

Sub-Saharan Africa including BEE deals, regulatory issues,

2 Cliffe Dekker Hofmeyr (CDH) is the mining legal partner for your business across Africa. We know that there s nothing simple about the mining industry. Labour disputes, regulatory uncertainty, changing policies and laws, and stringent environmental regulation all add up to one truth you need the right legal team working with you. A team with experience and insight not only in all aspects of law, but in the mining industry as a whole. A team like CDH. We have been key to some of the largest, most prominent resource industry matters and transactions in South and Sub-Saharan Africa including BEE deals, regulatory issues, mining M&A, mining sector restructurings and funding transactions. And we can help you too. MINING & MINERALS cliffedekkerhofmeyr.com

Our team is multi-disciplinary and includes a number of leading legal experts across a broad range of areas of speciality.

3 SECTOR OVERVIEW Participants in the mining industry face many complex challenges and the legal landscape is intricate and evolving. Our mining team understands the market and has a wealth of industry experience in all facets of this specialist sector, built over many years of in-depth involvement. WHO ARE WE? Our team is multi-disciplinary and includes a number of leading legal experts across a broad range of areas of speciality. Our immersive and longstanding association with the resources sector means we have sound, practical knowledge and are capable of offering a full range of services in a comprehensive and commercial way. Our lawyers are highly skilled and have extensive experience. We are a solution driven and dynamic team, and are well placed to offer relevant advice at a strategic level as well as on day-to-day legal issues. OUR EXPERIENCE We have long-standing relationships with a large number of key players in the South African industry and also act for many mid-tier and junior miners. We have been engaged by a number of foreign companies seeking to invest in South Africa s mining industry, including clients from Europe, North America, India, Russia and China. Our team has been involved in many of the largest and most prominent and complex resource industry transactions and matters in South and sub-saharan Africa, including recent headline landmark black economic empowerment (BEE) transactions. Whatever your needs in the sector, we have the technical expertise and provide a cohesive and integrated service based on excellence. GLOBAL CAPABILITY Mining is a global business. Commercial and financing transactions and disputes increasingly have an international dimension. As well as providing local and national support, we can support your business needs wherever in the world you do business. OUR MINING TEAM UNDERSTANDS THE MARKET AND HAS A WEALTH OF INDUSTRY EXPERIENCE IN ALL FACETS OF THIS SPECIALIST SECTOR cliffedekkerhofmeyr.com MINING & MINERALS

4 OUR FULL RANGE OF SERVICES Transactional Mergers, acquisitions and disposals, including cross-border transactions Joint ventures and partnerships Private equity Foreign direct investment Commercial Disputes Statutory claims arising from mining activities Dispute resolution Litigation and arbitration Regulatory appeals and objections Listings, IPOs, capital raises Corporate structuring and restructuring Due diligence investigations and risk identification Share incentive schemes Commercial Exploration and prospecting agreements Development agreements Royalty agreements Contractor agreements Off-take and supply agreements Services and management agreements Black Economic Empowerment Mining Charter BEE structuring and transactions Broad-based schemes and employee share ownership schemes BEE strategies Registration of empowerment trusts Community projects Health and Safety Legal compliance reviews Reporting safety incidents Statutory appointments Mine health and safety investigations, inquiries, compliance audits and legal proceedings Reviews and appeals in respect of closures Staff training and employee education Regulatory Mining title opinions Regulatory applications Advice on all aspects of the Mineral and Petroleum Resources Development Act and compliance therewith Section 11 applications for the transfer of mineral rights and/or shareholdings Section 102 applications for the amendment of mineral rights Employment All employment aspects of restructurings, mergers and acquisitions, redundancies and business transfers Litigation and dispute resolution, including private conciliation and arbitration Employee relations and strategic planning Training and development Restraint of trade Notarial executions and registration of rights MINING & MINERALS cliffedekkerhofmeyr.com

5 Environmental All aspects of environmental compliance Planning issues and environmental impact assessments Programme development Environmental litigation, appeals and objections Land use and heritage law Advising on financial provisions for rehabilitation Property Lease and land use agreements Liaising with communities and Department of Rural Development and Land Reform regarding community land Tax Corporate and mining taxation Structuring Exchange control Customs and excise Financing Acquisition finance Preference share funding Commodity and leveraged finance Listings, IPOs and capital raises Projects and Infrasructure Public Private Partnerships Joint ventures, pool and share agreements and PPPs Section 53 applications for approval to use the surface of land for projects Competition Preparing merger notification documents Merger investigation proceedings and representation at merger hearings Advice on all aspects of competition law Business Rescue, Restructuring and Insolvency Care and maintenance Financial corporate overexposure and managing restructuring debt Insurance Policy Risk management issues Business rescue Liquidation proceedings and sequestration cliffedekkerhofmeyr.com MINING & MINERALS

6 Cliffe Dekker Hofmeyr is very good technically and very helpful as well as knowledgeable. LEGAL 500 EMEA 2017 They handle precedent-setting and complex deals. CHAMBERS GLOBAL 2017

7 They have really very GOOD LAWYERS who are incredibly ACTIVE IN THE SPACE CHAMBERS GLOBAL 2017 cliffedekkerhofmeyr.com MINING & MINERALS

8 MARKET RECOGNITION Our Mining & Minerals team is externally praised for its depth of resources, capabilities and experience. Chambers Global ranked our Mining & Minerals sector in Band 2 for energy & natural resources: mining. Chambers Global ranked our Mining & Minerals sector in Band 3 for energy & natural resources: mining. The Legal 500 EMEA recommended us in Tier 2 for mining. IFLR ranked us in Tier 2 for mining. The way we support and interact with our clients attracts significant external recognition. Allan Reid is the Sector Head for the Mining & Minerals team. Chambers Global ranked him in Band 2 for energy & natural resources: mining. Chambers Global ranked Allan in Band 3 for energy & natural resources: mining. The Legal 500 EMEA recommended him for mining. Best Lawyers International listed Allan for mining law and in 2018 he was also listed for corporate law. Allan was identified as a leading lawyer by Who s Who Legal: Mining for Chambers Global ranked Sandra Gore in Band 3 for environment. The Legal 500 EMEA 2017 recommended her for mining. Who s Who Legal 2018 identified her as one of the world s leading environmental lawyers for Sandra was identified in The International Who s Who of Business Lawyers 2015, 2017 for environmental law. Emil Brincker is the National Practice Head of the Tax & Exchange Control team. Chambers Global has consistently ranked him in Band 1 for tax. The Legal 500 EMEA recommended Emil as a leading individual for tax. The Legal 500 EMEA 2016 recommended him for tax, and from , The Legal 500 EMEA recommended him as a leading individual for tax and named him Lawyer of the Year for tax. Best Lawyers International listed Emil for tax law and in 2017 listed him as Lawyer of the Year for tax law. IFLR recommended him for tax. Emil was identified as a leading lawyer by Who s Who Legal: Corporate Tax Advisory and Who s Who Legal: Corporate Tax Controversy for He was also identified in The International Who s Who of Corporate Tax Lawyers 2013 and The International Who s Who of Business Lawyers ILO Client Choice Awards named Emil as the exclusive winner of the corporate tax category in South Africa. The Tax s Handbook 2012 listed him among the top 250 lawyers in the world. Willem Jacobs is the National Practice Head of the team. Chambers Global ranked Willem in Band 2 for corporate/m&a. The Legal 500 EMEA recommended him as a leading individual for commercial, corporate/m&a. Willem was also recommended in for mining; as well as commercial, corporate and M&A. Best Lawyers International listed him for corporate law and mergers and acquisitions law. IFLR recommended Willem as a highly regarded lawyer for M&A and private equity. IFLR and 2017 recommended him as a leading lawyer in this area. Who s Who Legal identified Willem as a leading lawyer for M&A. He was identified as a leading lawyer by The International Who s Who of Mergers & Acquisitions Lawyers 2014 and was identified in The International Who s Who of Business Lawyers Chambers Global 2018 ranked Julian Jones in Band 3 for restructuring/insolvency. The Legal 500 EMEA recommended him for dispute resolution. Best Lawyers International listed Julian for insolvency and reorganisation law. Chambers Global 2018 ranked Fiona Leppan in Band 2 for employment. Chambers Global ranked her in Band 3 for employment. The Legal 500 EMEA recommended her for employment. Best Lawyers International 2018 listed Fiona for labour and employment law. IFLR recommended Fiona as a leading lawyer. Who s Who Legal identified her as a leading labour & employment practitioner. She was identified in The International Who s Who of Business Lawyers 2014, and in The International Who s Who of Management Labour and Employment Chambers Global ranked Mark Linington in Band 1 for tax: consultants. Chambers Global ranked Mark in Band 2 for tax: consultants. The Legal 500 EMEA 2013, recommended Mark for tax. The Legal 500 EMEA 2016 recommended him for commercial, corporate/m&a. Best Lawyers International listed him for tax law and in 2018 was also listed for mergers and acquisitions law. Mark was identified as a leading lawyer by Who s Who Legal: Corporate Tax Advisory for The Legal Experts EMEA 2012 listed him as an expert in his field. Mark was endorsed as a tax adviser by PLC Which Lawyer? The Legal 500 EMEA recommended Lilia Franca for commercial, corporate/m&a. The Legal 500 EMEA recommended Giada Masina for mining. The Legal 500 EMEA recommended Rishaban Moodley for dispute resolution. Best Lawyers International listed him for litigation and in 2018, he was also listed for arbitration and mediation. Rishaban was named as the exclusive South African winner of the ILO Client Choice Awards for litigation. Aadil Patel is the National Practice Head of the Employment team. Chambers Global ranked him in Band 2 for employment. The Legal 500 EMEA recommended him for employment. Best Lawyers International 2018 listed him for labour and employment law. He was named as the exclusive South African winner of the ILO Client Choice Awards 2014 in the employment & benefits category. Who s Who Legal identified Aadil as a leading labour & employment practitioner. He was identified in The International Who s Who of Business Lawyers 2014, and in The International Who s Who of Management Labour and Employment MINING & MINERALS cliffedekkerhofmeyr.com

9 MARKET RECOGNITION...continued The Legal 500 EMEA 2018 recommended Verushca Pillay for commercial, corporate/m&a. Best Lawyers International 2018 listed her for corporate law. IFLR recommended Verushca as a notable practitioner. The Legal 500 EMEA 2017 recommended Deepa Vallabh for mining. Best Lawyers International listed her for corporate law and mergers and acquisitions law. Deon Wilken is the National Practice Head of the Finance & Banking team. Chambers Global ranked him in Band 3 for banking & finance. The Legal 500 EMEA recommended him for banking and finance. Best Lawyers International listed him for banking law. IFLR recommended Deon as a highly regarded lawyer for capital markets: debt, energy and infrastructure and for project finance. IFLR and 2017 recommended him for capital markets: debt, energy and infrastructure and for project finance. Cliffe Dekker Hofmeyr BAND 1 Corporate/M&A Cliffe Dekker Hofmeyr BAND 2 Energy & Natural Resources: Mining EMEA Recommended us in TIER 1 Corporate/M&A FINANCIAL AND CORPORATE TOP TIER FIRM 2018 #No1DealPartner M&A DEAL FLOW 82 1 st 1 st YEARS GENERAL CORPORATE FINANCE DEAL FLOW 9 IN A ROW WON 6 OUT OF 7 YEARS IN 2017 DEALS 26 TRANSACTIONS BEE M&A DEAL FLOW & M&A DEAL VALUE $3,6 2 nd BILLION 5 DEALS 19.23% OF MARKET SHARE 2 nd M&A DEAL VALUE R119,576 BILLION 25,15% OF MARKET SHARE 1 st GENERAL CORPORATE FINANCE VALUE R279,460 BILLION IN nd M&A DEAL FLOW & M&A DEAL VALUE AFRICA EXCLUDING SOUTH AFRICA MINING & MINERALS cliffedekkerhofmeyr.com

OUR TEAM For more information about our Mining & Minerals sector

com Emil Brincker National Practice Head Tax & Exchange Control T

com Willem Jacobs National Practice Head T +27 (0)11 562 1555 E

com Aadil Patel National Practice Head Employment T +27 (0)11 562

com Deon Wilken National Practice Head Finance & Banking T +27

com Julian Jones Sector Head Business Rescue & Insolvency :

com Mark Linington Sector Head Private Equity : Tax & Exchange

com Deepa Vallabh Head: Cross-border M&A, Africa and Asia T +27

com Mmatiki Aphiri T +27 (0)11 562 1087 E mmatiki.aphiri@cdhlegal.

com Giada Masina T +27 (0)11 562 1221 E giada.masina@cdhlegal.

com Verushca Pillay T +27 (0)11 562 1800 E verushca.

com Ziyaad Hassam Senior Associate T +27 (0)11 562 1017 E ziyaad.

com Ben Cripps Associate T +27 (0)11 562 1242 E ben.

com Valencia Govender Associate Environmental T +27 (0)21 481 6419

com Alecia Pienaar Associate T +27 (0)11 562 1017 E alecia.

com BBBEE STATUS: LEVEL TWO CONTRIBUTOR This information is

10 OUR TEAM For more information about our Mining & Minerals sector and services, please contact: Allan Reid Sector Head T +27 (0) E allan.reid@cdhlegal.com Sandra Gore T +27 (0) E sandra.gore@cdhlegal.com Emil Brincker National Practice Head Tax & Exchange Control T +27 (0) E emil.brincker@cdhlegal.com Willem Jacobs National Practice Head T +27 (0) E willem.jacobs@cdhlegal.com Aadil Patel National Practice Head Employment T +27 (0) E aadil.patel@cdhlegal.com Deon Wilken National Practice Head Finance & Banking T +27 (0) E E deon.wilken@cdhlegal.com Julian Jones Sector Head Business Rescue & Insolvency : Dispute Resolution T +27 (0) E julian.jones@cdhlegal.com Mark Linington Sector Head Private Equity : Tax & Exchange Control T +27 (0) E mark.linington@cdhlegal.com Deepa Vallabh Head: Cross-border M&A, Africa and Asia T +27 (0) E deepa.vallabh@cdhlegal.com Mmatiki Aphiri T +27 (0) E mmatiki.aphiri@cdhlegal.com Jackwell Feris Dispute Resolution T +27 (0) E jackwell.feris@cdhlegal.com Lilia Franca T +27 (0) E lilia.franca@cdhlegal.com Giada Masina T +27 (0) E giada.masina@cdhlegal.com Fiona Leppan Employment T +27 (0) E fiona.leppan@cdhlegal.com Rishaban Moodley Dispute Resolution T +27 (0) E rishaban.moodley@cdhlegal.com Nonhla Mchunu T +27 (0) E nonhla.mchunu@cdhlegal.com Verushca Pillay T +27 (0) E verushca.pillay@cdhlegal.com Ziyaad Hassam Senior Associate T +27 (0) E ziyaad.hassam@cdhlegal.com Ben Cripps Associate T +27 (0) E ben.cripps@cdhlegal.com Valencia Govender Associate Environmental T +27 (0) E valencia.govender@cdhlegal.com Alecia Pienaar Associate T +27 (0) E alecia.pienaar@cdhlegal.com BBBEE STATUS: LEVEL TWO CONTRIBUTOR This information is published for general information purposes and is not intended to constitute legal advice. Specialist legal advice should always be sought in relation to any particular situation. Cliffe Dekker Hofmeyr will accept no responsibility for any actions taken or not taken on the basis of this publication. JOHANNESBURG 1 Protea Place, Sandton, Johannesburg, Private Bag X40, Benmore, 2010, South Africa. Dx 154 Randburg and Dx 42 Johannesburg. T +27 (0) F +27 (0) E jhb@cdhlegal.com CAPE TOWN 11 Buitengracht Street, Cape Town, PO Box 695, Cape Town, 8000, South Africa. Dx 5 Cape Town. T +27 (0) F +27 (0) E ctn@cdhlegal.com /AUG MINING & MINERALS cliffedekkerhofmeyr.com

MINING AND MINERALS ALERT

20 JUNE 2017 MINING AND MINERALS ALERT IN THIS ISSUE INVESTOR SENTIMENT OF THE REVISED MINING CHARTER 2017 AT BREAKING-POINT The South African government faces a real risk of being challenged in court