Davies

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• Acted for Fronteer Gold Inc. in connection with its $2.3-billion acquisition by Newmont Mining Corporation. The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.

• Acted for Oliver Lennox-King in connection with his successful proxy contest to replace the entire incumbent board of directors of Roxgold Inc. at the 2012 annual meeting of Roxgold shareholders, which initiative resulted in the election of Mr. Lennox-King and each of his four other nominees to the Roxgold board, along with the election of two new independent nominees originally put forward by Roxgold management following commencement of Mr. Lennox-King's solicitation activities.

• Acted for Fronteer Gold Inc. in its $281-million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.

• 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.

• Acted for MAG Silver Corp. in its successful defence of a proposed $350 million hostile insider takeover bid by Fresnillo plc. Fresnillo plc ultimately abandoned its takeover following an adverse ruling by the OSC in MAG's application to compel Fresnillo to disclose financial information relevant to its bid.

• Acted for the Special Committee of AuRico Gold Inc. in connection with the sale to Minera Frisco, S.A.B. de C.V., a Mexican public company controlled by Carlos Slim, of Aurico's Ocampo mine in Mexico, together with a 50% joint venture interest in AuRico's Orion Mexican project for US$750 Million.

• Acted for Pilot Gold Inc. in connection with its $25-million bought deal financing.

• Acted for Khan Resources Inc. in its unsolicited share exchange takeover bid for Western Prospector Group Ltd.

• Acted for Baosteel Resources International Co., Ltd., part of The Baosteel Group and one of the largest steel producers in China and worldwide, in connection with its investment in Noront Resources Ltd., by way of a private placement.

• 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.

• Acted as Canadian counsel to Niger Uranium Limited in connection with the demerger of its stake in Kalahari Minerals Plc by way of a special dividend of the Kalahari shares held by it.

• Acted for BHP Billiton in connection with the sale of its diamonds business, comprising its controlling interests in the EKATI Diamond Mine and its Diamonds Marketing operations in Belgium, to Dominion Diamond Mines Ltd. for an aggregate cash consideration of US$553 million.

• Acted for Iogen Corporation in connection with its commercial alliance with Royal Dutch Shell plc, the investment made in Iogen by Goldman, Sachs & Co. and its financing for the development of Canada's first proposed commercial-scale cellulose ethanol production facility in Saskatchewan.

• Acted for CanWest Global Communications Corp., which with Torstar Corporation and Metro International S.A. formed a joint venture to publish English-language free daily newspapers in various Canadian cities. Subsidiaries of CanWest and Torstar will each have a 37.5% interest and a subsidiary of Metro International will have a 25% interest in the new venture.

• Acted for Barrick Gold Corporation and its wholly owned subsidiary, Barrick Gold Finance Company, in an offering of an aggregate of US$750 million of notes. The notes, of which US$400 million are due 2034 and US$350 million are due 2014, were offered only in the United States by a syndicate of underwriters led by Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc.

• Acted for the Soulpepper Theatre Company in connection with a joint venture with George Brown College to develop the Young Centre for the Performing Arts, a theatre and educational complex in Toronto's historic distillery district.