Mining

Kazakhmys PLC Completes C$288 Million Take-Over of Eurasia Gold Inc.

On September 10, 2007, Kazakhmys Gold Inc., an indirect wholly-owned subsidiary of Kazakhmys PLC, completed its C$288 million acquisition of Eurasia Gold Inc. by way of a take-over bid and subsequent compulsory acquisition. The compulsory acquisition followed a successful unsupported bid on May 15, 2007 for all of Eurasia’s ordinary shares at a price of $0.85 in cash per share, which was accepted by Eurasia shareholders representing 96.34% of the shares.

Kazakhmys PLC is the largest copper producer in Kazakhstan and one of the leading copper producers in the world. The Kazakhmys Group produces significant volumes of other metals as by-products, including zinc, silver and gold. Existing operations include 20 open pit and underground mines, 9 concentrators, 2 copper smelting and refining complexes, a copper rod plant, a zinc plant and a precious metals refinery. The acquisition of Eurasia is in line with the Group’s strategic aim to diversify and participate in the development of the significant natural resource opportunities in Central Asia. Eurasia is engaged in the exploration, development and production of gold and other minerals, owning gold properties in Kazakhstan and Kyrgyzstan and a silver deposit in Tajikistan.

Macleod Dixon represented Eurasia and its majority shareholders with a Canadian team that included Richard Lachcik and John Carron and a  Kazakhstan team that included Yerzhan Kumarov and Zhibek Aidymbekova.

Sutcliffe Canada Financing

Macleod Dixon acted for Sutcliffe in Canada on the financing and in Russia on the due diligence for the acquisition.

Sutcliffe Resources Ltd. is a gold exploration company whose primary focus is to become a mid-tier gold producer through the advancement of its gold exploration properties in the Russian Federation.

In December 2006, Sutcliffe closed the first tranche of its CDN$25,000,000 financing, and issued, by way of private placement, 21,590,000 subscription receipts of the Company at a price of CDN$1.00 per subscription receipt raising aggregate gross proceeds of CDN$21,590,000. Each Subscription Receipt entitled the holder to acquire, for no additional consideration, one common share in the capital of the Corporation.

A portion of the proceeds of the financing were used to complete Sutcliffe's acquisition of ML Ltd. through Sutcliffe's 100% owned subsidiary, Baykal Gold, and to finance the exploration on the Company’s two wholly owned gold projects.

Bema Gold Corporation

Macleod Dixon represented Bema Gold Corporation in listings on various stock exchanges in several transactions totalling more than $400 million. These projects constitute one of the most successful foreign investments in the Russian Federation.

We provided a full range of corporate, tax and financial advice to implement these transactions, including security agreements involving various financial structures, and representing lenders and borrowers in separate transactions. Most recently we advised the client on a $3.4 billion dollar merger that made headlines in the world's financial press.

High River Gold

Representation of a Canadian company in a Russian acquisition. We counselled on tax and hard currency issues, prepared all necessary corporate and acquisition documents, negotiated and conducted due diligence on the project.

This transaction was significant in the use of multi-jurisdictional application of law, and, for the company, represents their second biggest project worldwide. We have most recently advised on the project financing of the company’s gold properties and transfer of mineral licenses.

African Copper PLC

Acted for African Copper PLC on a C$120 million public offering of Subscription Receipts and ordinary shares. African Copper is listed on the Toronto Stock Exchange and the AIM market of the London Stock Exchange. The Subscription Receipts were issued in Canada and the United States through a syndicate of Canadian underwriters and their U.S. affiliates and were converted into ordinary shares upon admission of the underlying shares to trading on AIM. Ordinary shares were offered directly in Europe through a European underwriter.

The issue was priced in pounds sterling and North American investors were given the option of paying the offering price in Canadian dollars.