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LEXPERT RANKED LAWYERS royalty companies," says Melanie Shishler, a partner with Davies Ward Phillips & Vineberg in Toronto. "The market for royalties is extremely competitive," she adds. "So if there is an issuer that wants to do a royalty deal, they will have multiple parties bidding for the royalty deal, whether it is private equity firms that are trying to acquire these royalties and package them into new companies, or whether it's new companies that are effectively being created in the Silver Wheaton model. It's a really good model, and whenever somebody comes up with a good business model, others try to mimic it." One of her clients, True Gold Mining Inc., made a strategic investment in July with Liberty Metals & Mining Holdings, LLC (LMM), a subsidiary of Liberty Mutual Insurance in the United States. True Gold needed money to complete a feasibility study and help it transform from an explorer to a mine developer. To do so, True Gold raised $23.5 million in a combined equity/royalty deal. LMM acquired a 19.95 per cent equity stake in True Gold through a private placement of $17.4 million to buy True Gold common shares at $0.33 each. And, for an additional $6.04 million, Liberty received a 2 per cent NSR on a True Gold property located in Burkina Faso. Though not always easy to find and do them, private placements in the mining sector have picked up a bit of steam in the past 12 months, says Rob Murphy, also a partner at Davies. Often those private placements are being made by large-cap mining companies investing in juniors. And an emerging element in those private placements, says Murphy, is "the use of proceeds are aimed at very specific things in order to get a financing of a project, of a study, of the next piece of the puzzle completed. It's not as opportunistic as it used to be, when [mine companies] raised money when they could raise money." While the days of opportunistic financing may be over in the mining sector, Abbas Ali Khan, a partner with Bennett Jones LLP in Toronto who focuses on the mining and technology industries, thinks some day in the future equity markets and banks will get back in the game. He is seeing small signs – "green shoots" he calls them – where intermediate and large mining firms are finding they can raise some money from traditional sources. Mining is cyclical, and as investors and bankers get over the "sticker shock" as metals trend down, the old sources of capital will return just as they did after the tech bubble burst in the late 1990s. "There will always be a role for streaming and royalty companies. But I don't think they will replace traditional equity financing." –Anthony Davis is a freelance writer and investigative journalist in Calgary. Cherney, Richard D. Davies Ward Phillips & Vineberg LLP (514) 841-6457 rcherney@dwpv.com > Mr. Cherney represents private and public companies with a focus on those in the life sciences, financial services, retail, mining and technology sectors. He also advises on capital markets, corporate governance, M&A and private equity matters. Craig, John H. Cassels Brock & Blackwell LLP (416) 869-5756 jcraig@casselsbrock.com > Mr. Craig practises securities law with a focus on resource and mining companies. His experience includes dealings with the TSX and OSC, equity financings, mergers and acquisitions, goingprivate transactions and mining concession agreements. Davis, Franklin L. Bennett Jones LLP (416) 777-5099 davisf@bennettjones.com > Mr. Davis advises clients on securities law, the capital markets, corporate finance, M&A, corporate governance and mining transactions. He represents clients on public offerings, private placements and both hostile and negotiated M&A transactions. DeLuca, Frank A. Cassels Brock & Blackwell LLP (416) 642-7475 fdeluca@casselsbrock.com > Mr. DeLuca's practice is focused on M&A, corporate finance, corporate governance and continuous disclosure. He has extensive experience advising issuers and underwriters on raising capital, and provides strategic advice on structuring joint ventures. Dominique, Brian P . Cassels Brock & Blackwell LLP (416) 869-5435 bdominique@casselsbrock.com > Mr. Dominique's corporate commercial practice includes M&A, debt and private equity financings, project financing, unique commercial contracts and real property law. He has significant experience in the mining and electricity industries. Dorion, QC, AdE, Marc McCarthy Tétrault LLP (418) 521-3007 mdorion@mccarthy.ca > Mr. Dorion co-heads the firm's Energy & Infrastructure Group, which includes mining. He provides strategic advice to mining developers in relation to development, government relations, financing, infrastructure and energy. | WWW.LEXPERT.CA 2013/14 | LEXPERT 11

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