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LEXPERT RANKED LAWYERS operate the mine." Mining companies typically have operations in many different jurisdictions, which makes things more complicated, Kazaz says. They have to stay abreast of multiple emerging environmental compliance regimes and also find a way to fit sometimes divergent requirements together. "There are all kinds of rules developing in terms of greenhouse gasses, carbon and climate change that are out there; the issue is how you manage that given you may have differing rules from jurisdiction to jurisdiction — and you may have gaps. "Some jurisdictions are going to have more robust rules while in other jurisdictions there may be no rules, or rules that are not as developed." The growing importance of environmental compliance can be seen in mergers and acquisitions, says Kazaz. "If you're in acquisition mode you'll find traditional due diligence has been expanded. You'll see due diligence these days incorporate issues such as climate change, and the effects of climate change going forward on the ongoing operations. You could see due diligence incorporate a sustainability component to it. "The other component, in the context of ongoing operations, is the company will typically do more extensive auditing of the facilities that will not only look at regulatory compliance but will also audit sustainability and whether the operation is sustainable in terms of its environmental management long term." Most sophisticated mining companies recognize that environmental compliance and risk are closely intertwined, says Kazaz, but "if there is something that keeps me up at night it's knowing there is a company out there that doesn't have a system in place that has a system appropriate for operations." Neufeld says if there is one environmental issue his mining clients face that might give him nightmares, it would involve assets they have inherited or taken over. "It would probably involve legacy assets, abandoned facilities that were perhaps decommissioned in years gone by but where it was not done properly. I think you would want to have a really close look at those and a very close look at the high-risk projects that are in the mill, before government agencies for approval. "The Ontario Securities Commission recently commented unfavourably on the reporting by mining companies of the risks associated with mining operations in other jurisdictions. What they identify as one of the higher areas of non-compliance is inadequate disclosure of risks associated with new project development — whether regulatory risk, political risk or risk of civil unrest. Those are the kind of thing lawyers worry about." –Sandra Rubin is a freelance legal affairs writer. Thomson, Kevin J. Davies Ward Phillips & Vineberg LLP (416) 863-5590 kthomson@dwpv.com > Mr. Thomson is widely regarded as one of Canada's leading M&A lawyers, with industry leading mining-sector experience. He is involved as lead counsel in many of Canada's most prominent hostile and friendly change-of-control transactions and proxy contests. Traub, Jennifer Cassels Brock & Blackwell LLP (604) 691-6110 jtraub@casselsbrock.com > Ms. Traub acts on public and private securities offerings, M&As and other financing transactions. She has been involved in some of the largest and most complex corporate finance and M&A deals in the mining industry in Canada. Vaughan, Steve Heenan Blaikie LLP (416) 643-6924 svaughan@heenan.ca > Mr. Vaughan is chairman of Heenan Blaikie's Mining practice group. He has a long history in the international mineral exploration, mining, oil, gas, coal bed methane and geothermal industries. He holds BSc and MSc degrees in geology, and has a BCL. Vettese, John P. Cassels Brock & Blackwell LLP (416) 869-5336 jvettese@casselsbrock.com > Mr. Vettese is a corporate finance and M&A lawyer practising in the securities group, with a focus on the mining industry. He has significant experience advising emerging and mid-market companies navigating their way through the public markets. Wisner, Robert McMillan LLP (416) 865-7127 robert.wisner@mcmillan.ca > Mr. Wisner's practice focuses on international arbitration and cross-border litigation. Many of his clients are involved in the mining and energy sectors and carry on business in emerging markets. He has frequently lectured on mining law and ADR. Zinkhofer, Bernhard J. McMillan LLP (604) 691-7483 bernhard.zinkhofer@mcmillan.ca > Mr. Zinkhofer's mining practice involves companies with operations ranging from grassroots exploration to seasoned producers covering all aspects from title, joint operation agreements, project financing, senior debt and equity financing and M&A. | WWW.LEXPERT.CA 2013/14 | LEXPERT 29

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