 Bennett Jones Simon FoxcroftPartner • Co-Head of Corporate Department Edmonton foxcrofts@bennettjones.com Education University of British Columbia, BSc (Animal Biology), 1995 University of Alberta, LLB with distinction, 1999 Bar Admissions Alberta, 2000 British Columbia, 2015 Overview Simon Foxcroft has a commercial practice predominantly focused on the drafting, negotiation and administration of complex high-value transactional contracts. Specific areas of focus include mining projects, energy projects, logistics, transportation and construction. Simon also provides advice with respect to occupational health and safety related matters throughout Western Canada. In particular, he is involved in providing advice in relation to large mining and energy construction projects and he is frequently called upon to provide specialist advice in relation to complex merger and acquisitions. He also advises clients on all aspects of incident response and management. He acts for various industry safety organizations and for both owners and contractors. Having spent three years as lead in-house counsel for a leading Canadian mining company, Simon is intimately familiar with all aspects of a mining business including: the negotiation and preparation of international and domestic purchase and sale agreements; the loading, storage, railing and shipping of commodities; the day to day operations of a working mine; and the negotiation and preparation of equipment supply and purchase agreements. Simon regularly advises clients on construction related matters and has been involved in a wide variety of construction projects including: gas plants; pipelines; renewable energy projects; power generation facilities; underground gas storage facilities; carbon capture facilities; tank farms; food production plants; transloading facilities; light rail lines; coal mine infrastructure; an activated carbon plant; and the extensive construction and upgrading of various electrical distribution and transmission facilities. Select Experience • Greenland Resources in its off-take agreement with Finnish Outokumpu, for the long-term supply of molybdenum oxide, a critical raw material in Europe. • Omega Morgan Holdings, Inc. in its acquisition of Donald Rigging Ltd. • Nippon Steel Corporation in its $1.15-billion investment in Elk Valley Resources Ltd., a steelmaking coal business to be spun-out as an independent public company from Teck Resources Ltd. • Norwesco Canada Ltd. in its $8.75-million acquisition of Xactics International Inc. • Special Advisor to the Board of Directors of the Alberta Mining Safety Association. • GigaMetals Corporation in its joint venture arrangement with Mitsubishi Corporation to develop the Turnagain Nickel Project in British Columbia. • Canadian Utilities Limited, as part of the successful proponent team (including Quanta Services, Inc. and Innovative Emergency Management) on behalf of LUMA Energy, LLC, in connection with the Operation and Maintenance Agreement awarded to LUMA Energy, LLC for the operation and maintenance of The Puerto Rico Electric Power Authority (PREPA) valued at $1.6 billion. • i-80 Gold Corp. in its $190 million (US$150 million) acquisition of Ruby Hill Mining Company, LLC. • i-80 Gold Corp. in its acquisition of the Lone Tree and Buffalo Mountain mineral projects from affiliates of Barrick Gold Corp. and Newmont Corporation and related acquisition and development financings totaling up to over US$325 million, including equity private placements, and convertible debt and precious metals streams with affiliates of Orion Mine Finance. • Premier Gold Mines Limited, in its $612-million acquisition by Equinox Gold Inc. pursuant to a plan of arrangement. • Stone Canyon Industries Holdings LLC and Kissner Group Holdings, as Canadian OHS counsel, in their US$3.2-billion agreement to acquire K+S Aktiengesellschaft's North and South American salt business, including Morton Salt and Windsor Salt. • CST Canada Coal Limited, in its acquisition of coal assets of Grande Cache Coal LP and Grande Cache Coal Corporation for aggregate consideration of approximately US$433.9 million. • 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 • Encana Corp. with its development of multi-billion-dollar natural gas processing plants program in the Montney region of BC (EPCM). • ATCO Electric Ltd., as part of the successful proponent team on behalf of the Alberta Powerline consortium, in the Fort McMurray West 500 kV Transmission Project, a design, build, own, operate and finance project valued at $1.43 billion. • ATCO Electric Ltd., in the project development of a CAD multi-billion electric transmission infrastructure program. • Flint Energy Services Ltd., in its $190-million acquisition of IPEC Limited. • ATCO Power, OHS lead in the negotiation of a design build and O&M contract for the Fort Chipewyan Phase 2 2.2MW ground mount photovoltaic solar project. • Premier Gold Mines Limited, in the US$300-million acquisition by Orion Mine Finance of a 50% interest in Greenstone Gold Mines LP’s Hardrock Project from Centerra Gold Inc. • 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. • Trans Mountain Pipeline L.P., in preparation and negotiation of construction contracts required for the completion of the Trans Mountain Expansion Project (safety). • Encana Corp., with its development of multi-billion-dollar natural gas processing plants program in the Montney region of BC (EPCM) (safety). • CST Canada Coal Limited, in its acquisition of coal assets of Grande Cache Coal LP and Grande Cache Coal Corporation for aggregate consideration of approximately US$433.9 million. • Di-Corp Sand Transloading LP, in the divestiture of Grande Prairie Transload facility to BMC Northern Resources Inc. |