SOUTH & CENTRAL AMERICA

SOUTH & CENTRAL AMERICA

WATSON FARLEY & WILLIAMS: KEY FACTS 140+ PARTNERS FOUNDED 1982 14 OFFICES 500+ LAWYERS 11 JURISDICTIONS 20+ LANGUAGES SPOKEN

SOUTH & CENTRAL AMERICA 3 WORKING IN SOUTH & CENTRAL AMERICA With significant experience in the region, covering a broad range of legal disciplines and industry sectors, Watson Farley & Williams delivers high quality legal advice to clients who trade with, or own, finance, operate or supply projects based in South and Central America. Commercial and collaborative Practical and efficient, our lawyers strive to deliver our clientsʹ business objectives. In taking the time to understand not only their aims, but their businesses as a whole and the industries in which they operate, we provide pragmatic and value-enhancing legal services. In addition to the skills and experience we offer from our international offices, we have a number of strong relationships with local counsel throughout South and Central America and particularly in countries where our sector focus allows us to be most effective. Actively working in a growing market South and Central America are wellknown for their natural resources and successful energy, agriculture and manufacturing industries, which contribute to the region s continued growth in significance to the world economy. Our knowledge and experience in specific sectors such as energy and infrastructure, natural resources, commodities and maritime enables our commercially-minded lawyers to provide practical legal solutions to clients operating in South and Central America. With significant experience of successfully acting in the region for many years, our skill in cross border techniques in addition to strategically located offices in New York, Madrid and London allow us to effectively advise across a number of legal disciplines, including corporate transactions, asset, project and trade financing and dispute resolution. Working seamlessly together to move projects and transactions forward, we carefully consider our clientsʹ needs in order to provide them with exactly the right team to meet their legal requirements.

4 Watson Farley & Williams SELECTED EXPERIENCE ARGENTINA AN INTERNATIONAL INVESTMENT BANK Advising an international investment bank in relation to a US$75m pre-export financing facility granted to Cargill SACI, secured on export contracts for the sale of grains. DEUTSCHE BANK Advising the Paris branch of Deutsche Bank AG as Mandated Lead Arranger and Lender in relation to a Cofacesupported loan facility for Axion Energy Argentina SRL in order to finance a turnkey extraction and sulfur processing unit project. BELIZE NEW WORLD OIL & GAS Advising AIM-listed New World Oil & Gas Plc on various placings to raise around 17.5m to develop its oil and gas exploration interests at the Blue Creek Project in North-West Belize. MARIANA RESOURCES Advising Mariana Resources Ltd on its various fundraisings, including a placement to raise 6.75m and a global private placement to raise 8m to advance its projects in Argentina. MARIANA RESOURCES Advising Mariana Resources Limited, an AIM and TSX-listed exploration and development company with gold, silver and copper projects in Argentina and Chile, in relation to a strategic investment by AngloGold Ashanti Limited to advance Mariana s flagship Las Calandrias gold-silver project, the Sierra Blanca project and various lowsulphidation epithermal gold-silver projects all located in the Santa Cruz Province in Patagonia, Argentina. CREDIT AGRICOLE CIB Advising Credit Agricole Corporate and Investment Bank on a US$20m preexport finance facility to an Argentine grains producer. NEW WORLD OIL & GAS Advising AIM-listed New World Oil & Gas Plc on its reverse takeover under the AIM Rules and its readmission to trading on AIM, arising from its proposed change in status from an investment company to an operating resource company a change in status arising from New World's decision to begin drilling on its flagship project, the Blue Creek Project in Belize.

SOUTH & CENTRAL AMERICA 5 BRAZIL CREDIT AGRICOLE CIB Advising Credit Agricole Corporate and Investment Bank on a US$75m facility to Marubeni Corporation, used to finance a pre-payment for oil products with the Brazilian producer Braskem SA. The facility involved limited recourse arrangements with Marubeni. INTERNATIONAL INVESTMENT BANK Representing an international investment bank on a US$10m pass through loan facility in favour of Glencore Energy UK Ltd to finance advance payments under a contract for the export of sugar with Copertrading SA, a Brazilian sugar producer. PETROSERV Advising Brazilian oil & gas services company Petroserv Marine Inc, a client of over 20 years, on an ECA-backed US$1.7bn three tranche term loan and revolving credit facility used to refinance and consolidate loans and for working capital purposes. BANCA NAZIONALE DEL LAVORO Advising Banca Nazionale del Lavoro SpA on the US$90m pre- and postdelivery financing to Coeclerici Mozambico SpA to finance two transhipment vessels under construction in China which will be chartered to a Mozambique company on delivery. TEEKAY Advising various Teekay group companies on: (i) the dropdown of the ownership of the Petrojarl Cidade De Rio Das Ostras, an FPSO operated by Petrobras offshore Brazil, from Teekay Corporation to its NYSE-listed daughter company, Teekay Offshore Partners L.P., (ii) the US$170m secured credit facility from a global bank to Teekay Offshore Partners LP subsidiaries to finance two shuttle tanker newbuildings to be chartered to BG for service in Brazilian waters, and (iii) a multi-million dollar revolving credit facility in respect of the FPSO Petrojarl Cidade de Rio das Ostras, on long-term charter to Petrobras until August 2018 and stationed offshore Brazil. AN INTERNATIONAL MERCHANT BANK Advising in relation to a First Demand Guarantee Facility to replace an existing Standby Letter of Credit Facility for the Ultrapetrol Group. This facility is used in connection with the offshore supply vessel UP RUBI. DVB MERCHANT BANK Advising DVB Merchant Bank (Asia) Ltd in connection with a US$38.2m facility to various Vega group companies in order to part finance the acquisition of two platform supply vessels and two oil spill recovery vessels, which are on charter to Petrobras. AVIATION MANUFACTURER Advising a subsidiary of a turboprop manufacturer on their sale to Bank of America N.A. of a portfolio of junior participations in the financing of 18 ATR 72 aircraft, on lease to Brazilian airline AZUL Linhas Aereas.

6 Watson Farley & Williams CHILE MARIANA RESOURCES Advising Mariana Resources Ltd on the acquisition of Aegean Metals Group, and with it, highly prospective gold, copper and silver projects in Turkey and Chile. HERENCIA RESOURCES Acting for Chilean copper exploration company Herencia Resources plc on a strategic investment by Nyrstar International BV to raise 750,000 and various fundraising transactions. AN INTERNATIONAL BANK Advising in relation to matters with Compania Chilena de Navegacion Interoceanica S.A. subsidiaries, including the end-of-lease sale of 1,300 forty-foot, high-cube refrigerated containers, and the early exercise of a purchase option in respect of 12,000 dry containers. DVB BANK Advising Frankfurt-based bank DVB on a US$90m loan to Chilean shipping line Compañía Sud Americana de Vapores to finance the delivery instalments for two 8,004 teu widebeam vessels. RAME ENERGY Advising Rame Energy plc, an international energy consultancy which is particularly active in Chile, on various corporate transactions, including its admission to AIM and the acquisition of solar designer and installer Beco Ltd. SANTANDER AND CITIBANK Advising Santander Global Banking and Markets and Citibank NA, as part of a consortium of commercial lenders, on the financing facility for Compañía Sud Americana de Vapores, the Chilean shipping line, relating to the acquisition of seven 9,300 teu container vessels from Samsung Heavy Industries Co., Ltd in Korea. HERENCIA RESOURCES Advising in relation to a US$14.25m Equity Drawdown Agreement and a US$0.75m Convertible Security Instrument issued to The Australian Special Opportunity Fund, a New Yorkbased institutional investor managed by The Lind Partners to further advance its projects in Chile. COLOMBIA EX-IM BANK Advising the Export-Import Bank of the United States ( Ex-Im Bank ) on French legal and tax matters in relation to their support for TD Bank and BNP Paribas' enhanced lease financing of two B787-8 aircraft for Colombian airline Avianca. COLOMBIAN COMPANY Advising a Colombian company in connection with the sale of its interest ownership in a Colombian coal mine to a US-based investment fund. UNIVERSAL GOLD Advising US OTC-BB listed Universal Gold Mining Corp on the sale by its wholly owned subsidiary, Universal Gold Mining (Cayman) Limited, of its entire interest in the Toldafria gold mining project, located in the state of Caldas, central Colombia, to TSX listed Rio Novo Gold. INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED ( ICBC ) Acting as lead counsel to advise ICBC on financing the EXMAR group in respect of the construction and acquisition of the world s first floating liquefaction and storage unit for natural gas to be employed by Pacific Stratus Energy Colombia Corp. for use under the gas project of Pacific Rubiales Energy.

SOUTH & CENTRAL AMERICA 7 MEXICO NATIONAL BANK OF GREECE Advising National Bank of Greece in taking security over a ship which was to be transferred to the Mexican flag. The bank substituted its standard mortgage security with a participation (as a beneficiary) in a Mexican trust structure with a well-known, international bank acting as trustee through its Mexican head office, including extensive negotiations between the bank, their customer and local Mexican lawyers. STANDARD CHARTERED BANK AND DBS BANK Advising Standard Chartered and DBS as mandated lead arrangers and bookrunners on a US$368m syndicated financing for two members of ECOM, the multi-national commodities trading group. MEXICAN COMPANY Advising a Mexican company on the acquisition of a cruise ship from Louis Cruises to operate the first Mexican run cruises in Mexico, mainly for Mexican holiday goers. NICARAGUA A SYNDICATE OF BANKS Advising a syndicate of banks, led by HSH Nordbank, on Mexican trust agreements to provide additional security for a US$370m facility provided for a Mexican flagged tanker owned by a subsidiary of NASDAQ-listed international shipping company Capital Product Partners. HSH NORDBANK Advising HSH Nordbank AG on the restructuring of the financing of two A320 aircraft as well as the leasing to Mexican airline Volaris. ECOM AGROINDUSTRIAL CORP. LTD. Advising ECOM Agroindustrial in connection with a US$50m unsecured convertible subordinated term loan facility made available by International Finance Corporation. MEXICO POWER GROUP SA DE CV (MPG) Advising MPG on the form of an English law facility agreement to be proferred by Azurite Capital to MPG in order to finance the potential construction of an onshore wind farm in Mexico. TRANSPORT ENERGY & TRADING, LTD Acting on behalf of an investment bank to collect a fee related to a multi-million dollar financing arranged for a Mexican company. Early execution on funds of a Mexican bank helped to successfully negotiate a favourable settlement. UNIVERSAL GOLD Advising Universal Gold Mining Corporation on the proposed purchase of a producing gold mine in Nicaragua. PANAMA KING'S EDUCATION, S.L. Tax planning advice in relation to an investment in Panama, including the analysis of different holding company jurisdictions. SHIPS FLAGGED TO PANAMA Advising on maritime law, financing arrangements and other legal matters in relation to ships flagged to Panama.

8 Watson Farley & Williams PARAGUAY OPEC FUND FOR INTERNATIONAL DEVELOPMENT Advising OPEC Fund for International Development to finance barges flagged in Paraguay for the Ultrapetrol Group. PERU BNP PARIBAS Representing BNP Paribas and Natixis as Facility Agent, Documentation Agent and Security Agent in the amendment and restatement of a borrowing base facility in favour of Consorcio Minero SA, a Peruvian subsidiary of Trafigura Beheer BV, secured on metals stocks and receivables. INTERNATIONAL CONSOLIDATED MINERALS Advising the administrators of International Consolidated Minerals Limited (ICML) as to the investigation into the sale of assets of ICML in pre pack administration and on the validity of security granted by it and other members of the ICM Group. MARIANA RESOURCES Advising Mariana Resources Limited, the AIM and TSX-listed exploration and development company in relation to two earn-in options granted by a subsidiary of Condor Resources Inc. The options grant Mariana the right to earn a 51% interest in, and operate, the Pucayacu Gold-Copper Property and the Yuracyacu Copper-Silver Property forming part of the Condor de Oro Project in Northern Peru. SURINAME MARIANA RESOURCES Advising Mariana Resources Limited on an option agreement to earn up to a 50.01% interest in a development company for a gold project in Suriname. URUGUAY WIND FARM PROJECTS Advising in relation to the project finance of three wind farms, with an aggregate generating power of 89 MW, located in Uruguay. The Sponsor is Grupo Otegui and the financing is led by Banco Santander. VENEZUELA EUROPEAN WASTE MANAGEMENT GROUP Advising a leading waste management group on the acquisition of a majority shareholding in a concessionary company of the local public services of a Venezuelan municipality. LLOYDS TSB BANK Advising Lloyds TSB Bank plc in relation to a loan facility made available to a company within the Maroil group to refinance a vessel registered on Panamanian flag with a bareboat registration in Venezuela where the vessel is on time charter to PDVSA. PHARMACEUTICAL GROUP Advising a European pharmaceutical group in the re-organisation of the governance of its Venezuelan subsidiary.

...NOT ONLY KNOWS THE LETTER OF THE LAW, BUT MORE IMPORTANTLY KNOWS THE PRACTICAL SIDE OF HOW IT WORKS. CHAMBERS UK 2015

10 Watson Farley & Williams REPUTATION EXTREMELY HARD-WORKING, PROACTIVE, RESPONSIVE TEAM - WE WERE QUITE IMPRESSED WITH THE WAY THEY HANDLED THE FILES. CHAMBERS GLOBAL 2015...A GLOBAL NETWORK OF OFFICES... CHAMBERS GLOBAL 2015...THEY ARE VERSATILE PEOPLE WHO DO A BROAD RANGE OF WORK. CHAMBERS GLOBAL 2014 "VERY RESPONSIVE, AND IT ALWAYS COMES BACK TO US." CHAMBERS UK 2015...ABILITY TO ASSIMILATE WHAT IS REQUIRED QUICKLY, AND PROVIDE US WITH QUALITY DOCUMENTATION THAT STANDS UP TO SCRUTINY. CHAMBERS UK 2015...VERY FAIR AND COMMERCIAL... CHAMBERS GLOBAL 2014 THE FIRM HAS VERY TECHNICAL AND DETAIL-ORIENTED LAWYERS, AND HAS SET ITSELF ABOVE ITS COMPETITORS AS A TEAM OF COMPETENT, ANALYTICAL SPECIALISTS. CHAMBERS GLOBAL 2013 A GOOD EXPERIENCE: THEY SUPPORTED US WELL, GAVE US STRONG ADVICE AND THEIR TECHNICAL AND COMMUNICATION SKILLS ARE ALSO TO BE HIGHLY RATED. CHAMBERS GLOBAL 2014 RENOWNED FOR ITS REPRESENTATION OF CLIENTS FROM THE OIL AND GAS, MINING, AVIATION AND SHIPPING SECTORS. OFFERS CONSIDERABLE ACCESS TO KEY INTERNATIONAL MARKET AREAS DUE TO THE FIRM'S NETWORK OF OFFICES. CHAMBERS UK 2015 THEY UNDERSTAND OUR BUSINESS AND THEY FOCUS ON THE IMPORTANT POINTS. CHAMBERS GLOBAL 2014...TOP-NOTCH GLOBAL FIRM... CHAMBERS GLOBAL 2013 THEY'RE A VERY EASY TEAM TO WORK WITH. CHAMBERS UK 2015...TECHNICALLY STRONG AND VERY KNOWLEDGEABLE... LEGAL 500 UK 2014...A NICE BALANCE OF INDUSTRY AND CORPORATE FINANCE KNOWLEDGE... LEGAL 500 UK 2014

SOUTH & CENTRAL AMERICA 11 OUR OFFICES Athens Frankfurt Madrid Paris 6 th Floor, Building B 348 Syngrou Avenue Kallithea 176-74, Athens T: +30 210 455 7300 Ulmenstraβe 37-39 60325 Frankfurt am Main T: +49 69 297 291 0 C/ María de Molina, 4 28006 Madrid T: +34 91 515 6300 26 avenue des Champs-Elysées 75008 Paris T: +33 1 56 88 21 21 Bangkok Unit 902, 9 th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330 Hamburg Jungfernstieg 51 20354 Hamburg T: +49 40 800 084 0 Milan Piazza del Carmine 4 20121 Milan T: +39 02 721 7071 Rome Piazza Navona 49 00186 Rome T: +39 06 684 0581 T: +66 2665 7800 Hong Kong Munich Singapore Dubai Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai Units 1703-1707, One Pacific Place 88 Queensway, Hong Kong T: +852 2168 6700 Gewürzmühlstraβe 11 Courtyard 80538 Munich T: +49 89 237 086 0 6 Battery Road #28-00 Singapore 049909 T: +65 6532 5335 T: +971 4 278 2300 London New York 15 Appold Street London EC2A 2HB 1133 Avenue of the Americas New York, New York 10036 T: +44 20 7814 8000 T: +1 212 922 2200

ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE Publication code number: 56394626v1 Watson Farley & Williams 2016 All references to Watson Farley & Williams, WFW and the firm in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a partner means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. wfw.com