March 16, 2010
 
Kevin J. Thomson - Representative Work
 
 
 
      Transactions and Cases   Year  
 
      Acted for Toromont Industries Ltd. in its successful cash and share unsolicited takeover bid to acquire Enerflex Systems Income Fund, resulting in a $684 million supported transaction, and also acted for Toromont in establishing an unsecured $450 million term credit facility with a syndicate of banks to finance the acquisition.   2010  
      Acted for Jaguar Mining Inc. in its acquisition of MCT Mineraçao Ltda. from Companhia Nacional de Mineraçao, an indirect, wholly-owned subsidiary of Kinross Gold Corporation.   2009  
      Acted for Barrick Gold Corporation in connection with the private placement by its affiliate of US$1.25 billion of notes maturing in 2020 and 2039, each guaranteed by Barrick, and the subsequent exchange of such notes for registered securities.
  2009  
      Acted for Barrick Gold Corporation in connection with its bought deal equity offering of approximately 109 million common shares for gross proceeds of approximately US$4 billion. The common shares were offered in Canada by way of a short form prospectus and in the United States by way of a registration statement filed under the Multi-Jurisdictional Disclosure System. It is the largest bought deal equity offering in Canadian history.   2009  
      Acted for Jaguar Mining Inc. in a 144A private placement of US$165 million aggregate principal amount of senior convertible notes due 2014.   2009  
      Acted for the Special Committee of West Timmins Mining Inc. in connection with the $319 million acquisition of West Timmins by Lake Shore Gold Corp. effected through a share exchange plan of arrangement.   2009  
      Acted for MAG Silver Corp. in its successful defense of a proposed $350 million hostile insider takeover bid announced by Fresnillo plc.   2009  
      Acted for Barrick Gold Corporation in its acquisition of Teck Cominco Limited's 50% interest in the David Bell and Williams gold mines for a purchase price of $65 million.   2009  
      Acted for Detour Gold Corporation in its acquisition of its controlling public company shareholder, PDX Resources Inc., through a three-cornered amalgamation for share consideration valued at $209 million.   2009  
      Acted for Fronteer Development Group Inc. in its successful unsolicited insider bid for the remaining 58% of Aurora Energy Resources Inc. not already owned by Fronteer, in a transaction valuing Aurora at $175 million.   2009  
      Acted for Jaguar Mining Inc. in connection with its $86.3 million overnight marketed offering of common shares sold publicly in Canada and on a private placement basis in the United States.   2009  
      Acted for Barrick Gold Corporation and its wholly-owned subsidiaries, Barrick Gold Financeco LLC and Barrick North America Finance LLC, in its US$1.25 billion public offering of debt securities, consisting of US$500 million aggregate principal amount of 6.13% notes due 2013, US$500 million aggregate principal amount of 6.80% notes due 2018 and US$250 million aggregate principal amount of 7.50% notes due 2038.   2008  
      Acted for Barrick Gold Corporation in its $470 million unsolicited offer to acquire Cadence Energy Inc., leading to Barrick's negotiated takeover bid for Cadence that successfully trumped Cadence's previously announced negotiated merger with Daylight Resources Trust.   2008  
      Acted for Khan Resources Inc. in its unsolicited share exchange takeover bid for Western Prospector Group Ltd.   2008  
      Acted for Jaguar Mining Inc. in connection with its $110.6 million bought deal of common shares sold publicly in Canada and on a private placement basis in the United States.   2008  
      Acted for Barrick Gold Corporation in its $773 million negotiated all cash takeover bid for Arizona Star Resource Corp.   2007  
      Acted for Wega Mining ASA in its $118 million acquisition of Goldbelt Resources Ltd., the first time in Canada that a takeover bid was combined with a 19.9% private placement of shares of the target.   2007  
       Acted for Zinifex Limited (now OZ Minerals Ltd.) in its $360 million negotiated takeover bid for Wolfden Resources Inc.   2007  
      Acted for Barrick Gold Corporation in connection with the disposition of its 50% stake in the South Deep mine in South Africa to Gold Fields Limited for total consideration of US$1.525 billion.   2006  
      Acted for Barrick Gold Corporation in connection with the conversion of its interest in a Papua New Guinea joint venture into a 9.59% stake in its joint venture partner Nautilus Minerals Inc.   2006  
      Acted for Barrick Gold Corporation in its $60 million negotiated takeover bid for Pioneer Metals Corporation.   2006  
      Acted for Barrick Gold Corporation in its successful unsolicited US$10.4 billion takeover bid for Placer Dome Inc. resulting in a negotiated transaction to create the world's largest gold mining company. At the time of announcement this was the largest unsolicited takeover bid made in Canada and it is the largest acquisition transaction ever completed in the gold industry.   2006  
      Acted for Barrick Gold Corporation in its all cash US$1.53 billion unsolicited takeover bid to acquire NovaGold Resources Inc.   2006  
      Barrick Gold Corporation entered into a Bid Support and Purchase Agreement with Antofagasta plc of Santiago, Chile relating to a take-over bid to be made for all the outstanding shares of an Australian company, Tethyan Copper Company Limited. Barrick agreed to acquire 50% of Tethyan's interest in the Reko Diq project in Pakistan contingent upon Antofagasta's successful acquisition of Tethyan. At the time of the Bid Support and Purchase Agreement, Tethyan was subject to a hostile take-over bid by a subsidiary of Crosbie Partners of Hong Kong. The transaction was completed in the Spring of 2006. Davies provided M&A and tax advice to Barrick.   2006  
      Acted for a consortium of buyers in the public company auction of Hudson's Bay Company, Canada's oldest public company, which was acquired by Jerry Zucker   2006  
      Acted for Barrick Gold Corporation in its pre-bid agreement with Goldcorp Inc. to dispose of certain assets acquired by Barrick in its takeover bid for Placer Dome Inc. and in the subsequent disposition of US$1.6 billion of assets to Goldcorp.   2006  
      Davies acted for the Special Committee in connection with the unsolicited takeover bid made for Canico Resource Corp. by Companhia Vale do Rio Doce and negotiated the support arrangements pursuant to which CVRD increased its offer for Canico from a $765 million transaction value to a $940 million transaction value.   2005  
      Acted for Cineplex Galaxy Limited Partnership in competition matters related to its acquisition of the Famous Players movie exhibition business of Viacom Inc. for a purchase price of $500 million. Following the acquisition of Famous Players, Cineplex Galaxy is Canada's largest movie exhibition business.   2005  
      Acted for Barrick Gold Corporation in its US$28 million subscription for shares and warrants of Celtic Resources Holdings plc, a London Stock Exchange AIM-listed company with mining interests in Russia and Kazakhstan, as well as participation rights in Celtic's future acquisitions in Kazakhstan.   2005  
      Acted for Barrick Gold Corporation in its US$40 million subscription for shares in Russian gold producer, Highland Gold Mining Ltd.   2004  
      Barrick Gold Corp. acquisition of Homestake Mining Co. in a transaction valued at US$2.25 billion. Davies advised Barrick.   2001