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Calgary  Toronto  Moscow  Almaty  Caracas  Rio de Janeiro MINE PERU: Dual-Listed Companies on the TSX/TSX-V and the BLV (Lima Stock Exchange) Presenters:Janne.

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Presentation on theme: "Calgary  Toronto  Moscow  Almaty  Caracas  Rio de Janeiro MINE PERU: Dual-Listed Companies on the TSX/TSX-V and the BLV (Lima Stock Exchange) Presenters:Janne."— Presentation transcript:

1 Calgary  Toronto  Moscow  Almaty  Caracas  Rio de Janeiro MINE PERU: Dual-Listed Companies on the TSX/TSX-V and the BLV (Lima Stock Exchange) Presenters:Janne DuncanPatricia Prato Casado Partner, Macleod Dixon LLPAssociate, Macleod Dixon LLP Tel.:(416) MAY 27, 2010

2 The Toronto Stock Exchange 2

3 Bolsa de Valores de Lima 3

4 Peru

5 TSX and TSX-V Mining Companies TSX and TSX-V Mining Companies - Properties in Peru (April 30, 2010) Source: InfoMine and MiG Report of TSX/TSX-V 5

6 Interlisted Mining Companies – TSX - BVC 6 Company NameQuoted Market Value ( April 20, 2010 ) Mineral IRL Limited$90M Candente Copper Corp.$42M Norsemont Mining Inc.$198M Vena Resources Inc.$31M Fortuna Silver Mines Inc.$251M

7 Interlisted Mining Companies – TSX-V - BVC 7 Company NameQuoted Market Value ( April 20, 2010 ) Alturas Minerals Corp.$10M Apoquindo Minerals Inc.$51M Inca Pacific Resources Inc.$11M Panoro Minerals Ltd.$26M Rio Alto Mining Limited$68M

8 Lima Mining Companies Lima Mining Companies (April 30, 2010) There are 256 companies in total listed in the Lima Stock Exchange. 27 of them correspond to regular mining companies, and 8 to junior mining companies. 8

9 Mining Companies Mining Companies currently listed: a) Regular Mining Companies: 9

10 Mining Companies Mining Companies currently listed: b) Junior Mining Companies: Alturas Minerals Corp. Apoquindo Minerals Inc. Candente Copper Corp. Inca Pacific Resources Inc. Norsemont Mining Inc. Panoro Minerals Ltd. Rio Alto Mining Limited Vena Resources Inc. 10

11 11 Canadian Regulatory Overview Canadian Securities Laws –Laws are largely harmonized through national instruments: Prospectus offerings Exempt offerings (private placements) - applicable 4-month hold period for purchased securities Take-over bids Continuous disclosure obligations Corporate governance –Companies deal with a designated principal regulator Toronto Stock Exchange Rules –TSX Company Manual –TSX Venture Exchange Corporate Finance Manual Corporate Laws –Company not required to be incorporated in Canada –No requirement to have resident Canadian directors

12 12 Peru Regulatory Overview The General Mining Law No is the main Mining Statute in Peru. There is also the Law of Mining Royalties, No There is a Rule regarding the Environmental Protection on Mining Activities, D.S.No EM

13 Important Links Rules on the High Risk Capital of the Lima Stock Exchange Stock: Law that regulates the Peruvian Stock Market: Rules of Important Acts, Privileged Information and other Publications: Companies currently listed in the Lima Stock Exchange

14 Bolsa de Valores de Lima 14 BVL is the only stock exchange in Peru. Moreover, is the only one in the region which has a mining Venture Exchange The BVL is regulated by the Comision Nacional Supervisora de Empresas y Valores – CONASEV. The BVL is a public company and its shares are traded on the Peruvian equity market. Trading is made by electronic system, which guarantees a transparent and efficient market. IT IS THE ONLY STOCK EXCHANGE LINKED TO CDS, which makes for easy clearing and settlement for dual-listed companies SEC recognizes BVL as designated offshore securities market under “S” regulations.

15 Peru Regulatory Environment 15 Peru markets itself as having a friendly market environment for business There are no taxes or restrictions to short term or long term capital flows in or out of the Country. The exchange rate is market driven and there are no taxes or restrictions to buying/selling foreign currency in Peru. Canada and Peru have signed 3 agreements effective August 1, 2009: –Canada-Peru Free Trade Agreement –Labour Coooperation Agreement –Agreement on the Environment

16 16 Advantages to listing on TSX Market sentiment: Certain North American investors may be more attracted to a company with a "local" listing Access to capital for growth: BLV does not provide access to the levels of investment capital that are available on TSX Heightened company profile: Increased press coverage and analyst's reports, helping to maintain liquidity of shares Objective market value: Potential re-rating or revaluation of the company Increased liquidity New market for shares

17 Advantages to Listing on the BVL Peruvian investors have an appetite for locally- listed companies, particularly large producers BVL has streamlined its processes to match the TSX TSX-V more than other international exchanges (AIM, ASE, Johannesburg)

18 18 Doubling Up: BLV and TSX On-going expenses - underwriting, legal (all applicable jurisdictions), audit, registrar and transfer fees, fees to stock exchanges, fees to securities regulators Corporate governance more complicated since issuer is listed in multiple jurisdictions Continuous disclosure obligations Regulatory compliance Check to see if there are exemptions under various rules for foreign issuers

19 19 Practical differences for BLV companies Liman companies undertaking TSX listing or capital raising should prepare for a greater volume and complexity of legal documentation TSX listings and Canadian capital raisings involve lawyers to far greater degree than in Lima (even for routine placements) as transactions are "lawyer driven" Differences in documentation between TSX and BLV listings TSX requires that the Board must contain independent directors, and directors with experience in Canadian capital markets Increased costs associated with management time, frequent travel to Canada, and additional resources to list as TSX entity

20 20 Comparison of Continuous Obligations for Maintaining Listing on TSX/TSX-V vs. PSE RequirementTSX/TSX-VPSE/CONASEV Material Change ReportFile within 10 days of a material changeFile as soon as the change takes place, at least 1 business day after the change has been agreed upon Early Warning ReportsShareholder to immediately notify market when shareholdings reach 10% and thereafter every time an additional 2% is acquired Company must notify within 5 days of the transaction when: (i) when a company’s director or manager, and their family, acquire 1% or more of the stocks issued; and (ii) a person acquires 10% or more of the stock issued Significant Acquisition Report Business acquisition report filed within 75 days of acquisition if pass one of three tests for significant acquisition The person who intends to acquire a significant participation -direct or indirect, through 1 or more acts- must do it through a Public Offer, which would require to notify CONASEV Communications with Shareholders Management information circular and form of proxy to be filed and delivered to shareholders in connection with shareholder meetings 5% of the shares with right to vote of the total capital stock of the Company can call on shareholders´ meetings. Requirement to published an information circular to call on shareholders´ meetings with at least 25 days prior the celebration date of such meeting

21 21 Comparison of Continuous Obligations for Maintaining Listing on TSX/TSX-V vs. PSE RequirementTSX/TSX-VPSE/CONASEV Annual Information FormTSX: File within 90 days of financial year end, accompanied by material contracts TSX-V: Not required; if prepared, file within 120 days of financial year end As requested by the Peruvian Exchange Commission If failed to comply with the information requested, the Commission can perform an inspection in the offices of the Company CEO & CFO CertificationConcurrently with annual and quarterly filings CEOs and CFOs required to certify that the financial statements, together with other financial information included in their company’s filings “fairly present” in all material respects the financial condition, results of operations and cash flows of the issuer Legal Representative and Licensed External Auditor must certify the Financial Statements submitted Interim Financial Statements File interim financials and related MD&A on or before earlier of (i) 45 days (60 days for TSX-V) from end of the interim period, and (ii) date of filing in foreign jurisdiction Audited Financial Statements must be filed quarterly, no later than 1 month of been approved

22 22 Comparison of Continuous Obligations for Maintaining Listing on TSX/TSX-V vs. PSE RequirementTSX/TSX-VPSE/CONASEV Annual FinancialsFile financial statements and MD&A on or before earlier of (i) 90 days (120 days for TSX-V) from end of financial year (concurrent with AIF for TSX), and (ii) date of filing in foreign jurisdiction Audited Financial Statements must be filed yearly, no later than 1 month of been approved Insider ReportingInsiders (directors, officers and 10% shareholders) to file insider report within 10 calendar days of becoming an insider and within 10 calendar days of any subsequent transaction; reporting deadline to be shortened to 5 calendar days as of April 30, 2010 N/A Insider TradingProhibition against trading with knowledge of undisclosed material fact or material change; restrictions on trading by persons in “special relationships” Directors, Managers and Shareholders, and their family, are forbidden to: (i) reveal privileged information to third parties, (ii) Recommend/advise third parties to on transactions they have knowledge of, (iii) Use privileged information on for their own benefit or third parties connected to them

23 23 Comparison of Continuous Obligations for Maintaining Listing on TSX/TSX-V vs. PSE RequirementTSX/TSX-VPSE/CONASEV Audit Committee TSX requires fully independent audit committee, TSX-V does not An independent director is a person who: (i) is not a member of management and is free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director's ability to act in the best interest of the issuer; and (ii) holds 10% or less of the votes attaching to all issued and outstanding securities of the issuer External Audit Committees are required and they must perform at least 1 annual audit. The External Auditors must be registered before the Sole Auditory Registry of Companies Technical Reports Form F1 technical report required to be filed upon becoming a reporting issuer in Canada; an issuer incorporated or organized in a foreign jurisdiction may file a technical report that utilizes the mineral resource and mineral reserve categories of the JORC Code if a reconciliation to the mineral resource and mineral reserve categories in NI is disclosed in the technical report Obligation to submit a Geological Report of the property where the resources obtained from the issuance would be invested (for High Risk Capital Companies)

24 24 Comparison of Continuous Obligations for Maintaining Listing on TSX/TSX-V vs. PSE RequirementTSX/TSX-VPSE/CONASEV Share Compensation Plan Disclosure Annually disclosed and shareholder approval required for plan and/or amendments to plan Obligation to submit annually the Principles of Good Corporate Governance to be applied Notice and Approval of New Issuances For all new issuances of securities; TSX issuers exempt for issuances of unlisted, non-voting, non- participating securities CONASEV must approve all new issuances of shares and securities Security Holder Approval TSX: Required if the transaction materially affects control of the issuer or provides consideration to insiders in aggregate of 10% or more of the market capitalization of the issuer and has not been negotiated at arm's length; TSX will also consider effect transaction may have on the quality of the marketplace TSX-V: Required in connection with certain specified transactions (e.g. RTOs), including any transaction that results in the creation of a new "control person"; approval also required for various matters related to the approval of or amendments to an issuer's stock option plan CONASEV must approve any acquisition done with the intention of acquiring a significant participation – direct or indirect, through 1 or more acts

25 Comparison of Continuous Obligations for Maintaining Listing on TSX/TSX-V vs. PSE RequirementTSX/TSX-VPSE/CONASEV Other Company must have: 1 of the Director and a Management Team with Mining experience Company must be the owner of the mining property or at least have an option contract granting an exclusive right to explore such property 25

26 26 Exemptions for Foreign Issuers National Instrument – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers –An issuer that qualifies as a Designated Foreign Issuer (a "DFI") will receive relief from certain Canadian disclosure requirements –If there are de minimus securities owned, directly or indirectly, by Canadian residents (<10%), and the issuer is subject to foreign disclosure requirements in a designated foreign jurisdiction (such as Lima), the issuer will qualify as a DFI -Exempt from requirement to prepare Canadian forms of: Material Change Reports; financial statements and MD&A; AIFs; Business Acquisition Reports; Management Information Circulars; and Early Warning Reports, provided, among other things, that the issuer (i) complies with its foreign disclosure requirements relating to such documents, and (ii) complies with applicable Canadian filing obligations and shareholder delivery requirements -DFI status does not relieve issuer from all Canadian securities law obligations (e.g. qualification of auditors, certification of financial statements, obligation to notify of change in corporate structure)

27 27 Exemptions for Foreign Issuers Issuer required to disclose to its shareholders, at least once a year, that it is a DFI subject to the requirements of a foreign regulatory authority Determinations on DFI status are made as at the start of each financial year (i.e. the exemption lasts for one year) Interlisted issuers with 75% of trading value and volume on an exchange other than the TSX will be exempt from certain requirements concerning securityholder approvals, private placements and security-based compensation arrangements

28 28 National Instrument Standards of Disclosure for Mineral Projects Requirement to file technical report triggered by (i) new previously undisclosed scientific or technical material information about any of the issuer's material properties prior to the filing of a document listed below, or (ii) a material change to information contained in a previously issued technical report is discovered between the filing of a preliminary prospectus and the filing of the final prospectus A technical report must be filed at the same time an issuer (i) becomes a reporting issuer, (ii) files a short form or long form prospectus, (iii) files an information circular in relation to the acquisition of a mineral property, (iv) or files an AIF in that includes previously undisclosed scientific or technical material information Technical report must also be filed within 45 days following the issuance of a news release that includes previously undisclosed scientific or technical material information which represents a material change

29 29 National Instrument Standards of Disclosure for Mineral Projects Scientific and technical data must be prepared by a “qualified person” (as defined in NI ) Technical report must be prepared in format required by NI and must use definition standards from the Canadian Institute of Mining & Metallurgy ("CIM") to report quantities and grades of “mineral resources” – inferred; indicated; measured – and “mineral reserves” – probable; proven Issuer may make disclosure and file a technical report the utilizes the mineral resource and mineral reserve categories of the JORC Code if such disclosure includes statement that the report was prepared in using the guidelines of the JORC Code, and that the categories used are directly comparable with the classifications of the CIM NI does not permit inferred mineral resources to be added to other categories of mineral resources

30 30 Technical Reports – TSX and TSX-V Requirements TSX Company Manual Appendix B: Disclosure Standards for Companies Engaged in Mineral Exploration, Development and Production TSX Venture Exchange Corporate Finance Manual Appendix 3F Mining Standards Guidelines Appendix 3E News Release Guidelines

31 Peru Mining Companies Must submit a list containing the identified mineral substances on the qualified property. Must submit a Geological Report of the property where the resources obtained from the issuance would be invested. Such report must contain the recommendations for exploration and development of the project. It also must be elaborated in accordance with the Code of Standards to Inform regarding Mineral Resources and Mine Reserves, approved by the Lima Stock Exchange. Must be the owner of the mining property or at least have an option contract granting an exclusive right to explore such property.

32 – Standards v. Peruvian Code of Standards RequirementTSX/TSX-VPSE/CONASEV Type of Report Technical ReportGeological Report Preparation of the Report Technical report must be prepared in format required by NI and must use definition standards from the Canadian Institute of Mining & Metallurgy ("CIM") Geological Report must be prepared in the format required by the Code of Standards to Inform regarding Mineral Resources and Mine Reserves, approved by the Lima Stock Exchange What must be reported Quantities and grades of “mineral resources” – inferred; indicated; measured – and “mineral reserves” – probable; proven List identifying the mineral substances

33 LIMA Stock Exchange Mining Companies must submit the following requirements before the Peruvian Ministry of Mines: Consolidated Annual Declaration informing the Ministry about the mining activities performed the previous year. This declaration would be used to classify the mining company as Big and Medium Size Mines, Small Size Mines, and Crafted Mines; evaluating its impact on the national economy. If the Company fails to comply with this requirement, a fine valued between 1 and 6 applicable tax unit. Monthly Reports of: (i) Production and (ii) Statistics of Accidents must be submitted before the Ministry. Such reports must be submitted 10 days after the month has concluded. Declarations of: (i) planned and (ii) executed investments per month. Such declarations must be submitted 10 days after the month has concluded. Obligation to pay the annually “derecho de vigencia”, which grants the right to exploit the mine. 33

34 LIMA Stock Exchange Comply with the assigned minimum production. E.g.: a Small Size Mine shall produce: S$50.00 yearly by acre; while a Crafted Mine shall produce US$ yearly by acre. The General Mining Law No is the main Mining Statute in Peru. There is also the Law of Mining Royalties, No There is a Rule regarding the Environmental Protection on Mining Activities, D.S.No EM. It is required for mining companies to present/submit environmental assessments or environmental impact statements, but I wasn't able to find how often. I know for sure at the beginning of the project companies must submit one. 34

35 Macleod Dixon’s Offices Calgary, Toronto Caracas Moscow Macleod Dixon LLP is a global law firm with offices in six key centers of the energy industry: Canada (Calgary and Toronto), Venezuela, Brazil, Russian Federation and Kazakhstan. Nine lawyers from Macleod Dixon have just been ranked as leading practitioners by Who's Who Legal, Mining the highest number of any Canadian- based firm. PLC Which Lawyer has also just ranked Macleod Dixon as the #1 Energy firm in Canada and Venezuela for Almaty Rio de Janeiro 35


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