 Bennett Jones Education York University, BA (Hons.), 1995 Schulich School of Business, York University, MBA, 1999 Osgoode Hall, York University, JD, 1999 Bar Admissions Ontario, 2001 Overview Abbas Ali Khan practises in the areas of securities and corporate commercial law, including corporate finance, mergers and acquisition transactions, and structured financial products, with a focus on the mining and technology industries. Abbas acts for Canadian and international mining companies involved in public equity and debt offerings, private placements, reverse takeover transactions, mergers and acquisitions and stock exchange listings with properties in Canada, the United States, Eastern Europe, Africa and Australia. Abbas also advises exploration, development, producing and royalty companies on Canadian securities law matters (including compliance with National Instrument 43-101 of the Canadian Securities Administrators in respect of mineral project disclosure), joint ventures, property acquisitions, royalty acquisitions and earn-in agreements. Abbas also acts for investment dealers in equity and debt offerings and mergers and acquisition transactions and advises board of directors and special committees on securities law compliance matters, corporate governance and related party transactions. Abbas acts for issuers and underwriters in domestic and international public equity and debt offerings and private placements; mergers and acquisitions and other business combinations. He also advises public companies on Canadian securities laws (including continuous disclosure and regulatory compliance). Abbas's experience includes over a year working on transactions in the structured products group of a leading Canadian investment bank. Abbas is a member of the Rocky Mountain Mineral Law Foundation, the Canadian Bar Association, the New York Bar Association, and Ontario Securities Commission Disclosure Advisory Committee. In the community, he is a board member of Horizons for Youth, a non-profit, emergency shelter dedicated to helping homeless and at-risk youth. ,,He answers questions succinctly, he's organized, he's smart and he's experienced. He prioritizes the issues and handles them appropriately.,, Select Experience • Excellon Resources in its C$12-million brokered private placement of common shares • Canada Nickel Company in its $34.7-million brokered private placement of flow-through units led by Scotiabank • i-80 Gold in its $22.6-million prospectus offering of common shares • i-80 Gold in its $23.5 million private placement of common shares • i-80 Gold in its $36.8-million brokered private placement led by CIBC Capital Markets • Canada Nickel Company in the strategic investment by Samsung SDI for up to approximately US$120 million • Organigram Global in its acquisition of Collective Project, a cannabis and hemp-derived beverage company • Magna Mining in its C$33.5-million “best efforts” brokered private placement of convertible debentures and common shares • i-80 Gold in its US$184-million bought deal public offering and related private placement of units • Excellon Resources in its C$8-million brokered private placement of units • Dore Copper Mining in its sale to Cygnus Metals by way of plan of arrangement • Gold Flora, LLC in its business combination with TPCO Holding Corp. (The Parent Company), to create a leading vertically-integrated California cannabis company. • Karora Resources in its plan of arrangement merger with Westgold Resources • Canada Nickel Company in its bought deal prospectus offering of common shares, flow-through shares and charity flow-through shares for aggregate gross proceeds of C$51.6 million • Canada Nickel Company in connection with a plan of arrangement to effect a reorganization of Noble Mineral Exploration Inc., the primary result of which was the distribution of approximately 10-million common shares of Canada Nickel to the shareholders of Noble. • i-80 Gold Corp. in its approximately C$60-million acquisition of Paycore Minerals Inc. Paycore owns the FAD Property that is host to the high-grade FAD deposit adjoining i-80's Ruby Hill Property in Nevada. • Magna Mining Inc. in its $16-million acquisition of Lonmin Canada Inc., including the Denison Project and the past producing Crean Hill Ni-Cu-PGE mine. • Arizona Sonoran Copper Company in its C$30-million bought deal public offering of common shares • i-80 Gold Corp. in its acquisition of the Lone Tree and Buffalo Mountain gold deposits in Nevada, USA, from Nevada Gold Minds LLC. • Sprott Mining Idaho Holdings in its sale of the remaining 40% interest in the Galena Complex in Idaho to Americas Gold and Silver • Culico Metals in its spinout from Karora Resources and listing on the TSXV as the first ever listing under the TSXV Sandbox program • i-80 Gold, a Nevada-focused mining company, in its US$135-million streaming, offtake and debt financing package with an affiliate of Orion Mine Finance and a fund managed by Sprott Asset Management USA • Premier Gold Mines Limited, as a 50% partner in the Greenstone Gold Partnership, in the sale of the other 50% interest by Centerra Gold Inc. to Orion Mine Finance. • Cardinal Resources Limited in the approximately $295-million take-over bid by Shandong Gold. This followed a public approach by Nord Gold SE on an unsolicited basis, where we assisted Cardinal with running a strategic alternatives process. • Premier Gold Mines (now Equinox Gold Corp.), in its financing arrangements with Orion Mine Finance Fund II LP, a limited partnership managed by Orion Mine Finance Management II Limited. • Excellon Resources Inc., in its $32.3-million acquisition of Otis Gold Corp by way of a Statutory Plan of Arrangement under the BCBCA. • Magna Gold Corp., in its approximately $19.5-million acquisition of Molimentales del Noroeste, S.A. de C.V., which owns 100% of the San Francisco Mine located in Sonora, Mexico, from Alio Gold Inc. • Cardinal Resources Limited, in its bought deal prospectus offering of ordinary shares through a syndicate of underwriters led by Clarus Securities Inc. for aggregate gross proceeds of $12,000,000. • Premier Gold Mines Limited, in its acquisition from Goldcorp Inc. of a 40% interest in a joint venture with Barrick Gold Corporation in respect of the South Arturo mine in Nevada for total gross proceeds of approximately US$40,600,000. • Karora Resources in its C$69-million bought deal public offering of common shares • O'Hara Administration Co., S.A., in a successful proxy contest relating to a proposed takeover of Pacific Rubiales Energy Corp. by ALFA S.A.B. de CV and Harbour Energy Ltd. (ongoing) • Premier Gold Mines Limited, a Canadian-based mineral exploration company, in its proposed 50/50 partnership with Centerra Gold Inc. for the joint ownership and development of Premier's Trans-Canada Property including the Hardrock Gold Project located in the Geraldton-Beardmore Greenstone Belt in Ontario. • Canadian counsel to Osisko in an agreement pursuant to which Yamana and Agnico Eagle jointly acquired 100% of Osisko’s issued and outstanding common shares for total consideration of $3.9 billion. The parties reached the agreement following a hostile bid from Goldcorp Inc. • Klondex Mines Ltd., in its US$83 million acquisition of the Midas mine and mill complex in Nevada from Newmont Mining Corporation, and related acquisition financings • Sendero Mining Corp., (formerly QRS Capital Corp.) in its acquisition of all of the issued and outstanding shares of Halo Resources Ltd. pursuant to a plan of arrangement. • Premier
Gold Mines Limited, in its $64 million bought deal public
offering of common shares and flow-through common shares • Premier Gold Mines Limited (TSX: PG) and Premier Royalty Corporation, in the reverse takeover transaction with Bridgeport Ventures Inc.
with a value of approximately C$100 million • Andina Minerals
Inc. (TSX-V: ADM), on its acquisition by take-over bid and compulsory
acquisition by Hochschild Mining PLC for approximately C$103 million • Premier Royalty Corporation, in its acquisition
from Aberdeen International Inc. of a 1% net smelter return royalty on gold
produced from Village Main Reef Limited's Buffelsfontein Mine and First
Uranium Corporation's Mine Waste Solutions tailings recovery project in the
Republic of South Africa for C$20.9 million • Premier Royalty
Corporation, in its acquisition of from Golden Arrow Resources
Corporation, of a 1% net smelter return royalty on gold produced from Yamana
Gold Inc.'s Gualcamayo Gold Mine in Argentina for approximately C$16.5
million • Premier Royalty Inc. (TSX: NSR), in its bought deal prospectus offering of common shares for total gross proceeds
of approximately $30 million. • The underwriters, in the $8.8 million bought deal equity financing of common
shares by UEX Corporation • Premier Gold Mines Limited, in its $54.5 million bought deal equity financing of common
shares • The underwriters, on the $15 million bought deal
equity financing of common shares by Brigus Gold Corp. • The
underwriters, in the US$50 million aggregate principal amount of 6.5%
senior unsecured convertible debentures of Brigus Gold Corp. • Premier Gold Mines Limited, in its $104 million acquisition of
Goldstone Resources Inc. • Primary Corp., in its public offering of units for gross proceeds of $83.6 million • The management shareholders of Pareto Corporation, in its acquisition by private equity firm The Riverside Company for $125
million by way of plan of arrangement • Teledyne
Technologies Incorporated, on its $337 million acquisition of DALSA Corporation • Norsemont Mining Inc., in the $520 million
acquisition by HudBay Minerals Inc. of all of the outstanding common shares of
Norsemont by way of formal take-over bid • A syndicate of
underwriters for Quest Rare Minerals Ltd., on its $52 million public offering • The Special Committee of Terrane Metals Corp., in its $650 million acquisition by Thompson Creek Metals Company Inc. by way
of plan of arrangement • Gold Eagle Mines Ltd., in its $1.5
billion friendly acquisition by Goldcorp Inc. • IAMGOLD
Corporation, on a $345 million public offering of common shares • IAMGOLD Corporation, on its $275 million acquisition of Orezone Resources
Inc. (2009) • The Special Committee of the Board of
Directors of Canadian Royalties Inc., on the $192 million acquisition of
Canadian Royalties Inc. by Jilin Jien Nickel and Goldbrook Ventures • Premier Gold Mines Limited, in its $32 million
bought deal public offering of common shares • Teranet
Income Fund, in its $700 million initial public offering • The Agents, in its $192.5 million initial public offering and
private placement by International Royalty Corporation • IAMGold Corporation, in its $1 billion combination with Repadre Capital
Corporation • IAMGOLD Corporation, in the filing of a short form base shelf prospectus qualifying the
distribution of up to US$700 million of shares, warrants, debt securities,
subscription receipts or any combination thereof • Premier
Gold Mines Limited, in its US$24 million acquisition of Saddle
Gold, Inc. |