A I M O U R E X P E R I E N C E

AIM – OUR EXPERIENCE WATSON FARLEY & WILLIAMS: KEY FACTS 150+ PARTNERS 450+ LAWYERS “...HAS ADVISED A WIDE RANGE OF CLIENTS FROM THE ENERGY AND MI...
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AIM – OUR EXPERIENCE

WATSON FARLEY & WILLIAMS: KEY FACTS

150+ PARTNERS 450+ LAWYERS

“...HAS ADVISED A WIDE RANGE OF CLIENTS FROM THE ENERGY AND MINING SECTORS ON CAPITAL MARKETS TRANSACTIONS.” LEGAL 500 UK 2014

WINNER: AIM LAW FIRM OF THE YEAR (UK) – CORPORATE INTL AWARDS 2013 & AIM LAWYER OF THE YEAR (UK) – CORPORATE INTL AWARDS 2014

“...PROVIDES 'A REALLY SOUND APPROACH WITH A GOOD COMMERCIAL ASPECT’.” CHAMBERS UK 2014

11 COUNTRIES 14 OFFICES 20+ LANGUAGES SPOKEN

“...HAS SIGNIFICANT EXPERIENCE OF CROSSBORDER TRANSACTIONS.” CHAMBERS UK 2014

AIM - OUR EXPERIENCE

OUR AIM PRACTICE Acting for clients listing on AIM since its inception in 1995, Watson Farley & Williams’ specialist AIM legal team is recognised as one of the market’s leading legal advisors.

“OFFERS CONSIDERABLE ACCESS TO KEY INTERNATIONAL MARKET AREAS DUE TO THE FIRM’S NETWORK OF OFFICES.” CHAMBERS UK 2015

The AIM market is popular for a broad variety of reasons. It is a globally respected market with a comparatively flexible regulatory regime, there is a wide pool of capital and a range of tax benefits are also available. Experienced and pragmatic, our team advise on wide range of transactions – including some of the largest and most complex in the market’s history. Working with companies admitted or proposing to admit to AIM, nominated advisers, brokers, investment banks and other investors and financial advisers, our team advise in relation to initial public offerings (IPOs), subsequent fundraisings, secondary/dual listings, reverse takeovers, acquisitions and disposals.

We also advise on pre-IPO fundraisings (including under the Enterprise Investment Scheme (“ESI”)), equity line facilities, migrations from the Official List of the London Stock Exchange to AIM (and vice versa), corporate governance issues and post-admission continuity obligations. As a result of significant AIM experience, we are well-placed to assist companies with introductions to brokers, nomads and other advisers, to attend initial meetings and to advise on financial and other engagement terms. The AIM companies we represent span a broad range of industry sectors. With particular expertise in the energy, natural resources and transportation sectors, we conduct transactions making use of both market and industry best practice.

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SELECTED EXPERIENCE INITIAL PUBLIC OFFERINGS

EQUATORIAL PALM OIL PLC Advising Equatorial Palm Oil plc on its AIM IPO and £6.5m placing giving it a market capitalisation of £14.2m.

ORIEL SECURITIES LIMITED AND TRISTONE CAPITAL LIMITED Advising Oriel and Tristone on the AIM IPO of Valiant Petroleum plc and £50m placing giving Valiant a £200m market capitalisation.

CHAARAT GOLD HOLDINGS LIMITED Advising Chaarat Gold Holdings on its AIM IPO and £9m placing giving it a market capitalisation of £43.1m.

ICB FINANCIAL GROUP HOLDINGS AG Advising ICB Financial Group Holdings AG (the first Swiss company and third bank to be listed on AIM) on its AIM IPO and US$10m pre-admission placing giving it a US$180m market capitalisation.

Advising Rame Energy plc on its AIM IPO and £2.1m placing and convertible loan note issue, giving it a market capitalisation of £17.1m.

MADAGASCAR OIL LIMITED Advising Madagascar Oil on its AIM IPO and its £50.5m placing, giving it a market capitalisation in excess of £180m.

Advising Tangiers Petroleum on its admission to trading on AIM through the designated market listed process and A$6.35m placing to investors in the UK, US and Australia. Advising Pantheon Resources plc on its AIM IPO and £10m placing giving it a market capitalisation of £15.55m.

Advising Ballarat Goldfields NL on its fast-track AIM admission and creation of stamp duty reserve tax exempt Depositary Interest trading facility.

RAME ENERGY

TANGIERS PETROLEUM LIMITED

PANTHEON RESOURCES PLC

BALLARAT GOLDFIELDS NL

BAOBAB RESOURCES PLC Advising Baobab Resources plc on its AIM IPO and £2.2m placing giving it a market capitalisation of £4.8m.

ALLENBY CAPITAL LIMITED Advising Allenby Capital Limited as nomad and broker to All Asia Asset Capital Limited on its admission to trading on AIM.

AIM - OUR EXPERIENCE

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SELECTED EXPERIENCE EQUITY FUNDRAISINGS

COAL OF AFRICA LIMITED Advising Coal of Africa Limited (listed on AIM, ASX and the Johannesburg Stock Exchange) on a series of international placings to raise approximately £130m.

JM FINN

TOWER RESOURCES PLC

Advising JM Finn as broker on a £1.3m placing for Music Copyright Solutions plc (listed on AIM) and a series of placings for Hallin Marine Subsea International plc (listed on AIM) to raise £10m.

Advising Tower Resources (listed on AIM) on a number of secondary fundraisings, including its placing and subscription to raise £19.3m in connection with its acquisition of Rift Petroleum Holdings Ltd and its proposed farm-in to Block 2B, offshore Kenya.

FOX-DAVIES CAPITAL LIMITED Advising Fox-Davies Capital Limited as broker on an international placing for Discovery Metals Limited (listed on AIM, ASX and the Botswana Stock Exchange).

ZAMBEZI RESOURCES LIMITED Advising Zambezi Resources Limited (listed on AIM and ASX) on a series of international placings to raise £16m.

MADAGASCAR OIL LIMITED Advising Madagascar Oil (listed on AIM) on a number of secondary fundraisings including its placing and open offer to raise £49.5m.

STEPPE CEMENT LIMITED Advising Steppe Cement Ltd (listed on AIM) on various underwritten offers for subscription to shareholders to raise £30m.

HARDMAN RESOURCES LIMITED Advising Hardman Resources (listed on AIM and ASX) on its AIM admission, international placings to raise £117m and a rights entitlement issue to raise £36.5m (the first Australian rights issue using CREST Depository Interests).

NEW WORLD OIL AND GAS PLC Advising New World Oil and Gas plc on a number of secondary fundraisings to help finance its projects in Belize and Denmark.

ALBIDON LIMITED Advising Albidon Limited (listed on AIM and ASX) on a series of international placings to raise £32m.

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SELECTED EXPERIENCE REVERSE TAKEOVERS

NORTH RIVER RESOURCES PLC Advising North River Resources plc on its reverse takeover of West Africa Gold Exploration (Namibia) (Proprietary), £7m placing and readmission to trading on AIM, with a market capitalisation of ca £17.5m.

HERENCIA RESOURCES PLC Advising Herencia Resources plc on its reverse takeover of Tarapaca Resources (Bermuda) Limited and readmission to trading on AIM.

NORSEMAN GOLD PLC Advising Norseman Gold plc on its reverse takeover of Central Norseman Gold Corporation Ltd (in administration) from Croesus Mining NL (in administration), £26.9m placing and readmission to trading on AIM.

FINNAUST MINING PLC VERONA PHARMA PLC Advising Verona Pharma plc on its reverse takeover of Rhinopharma Ltd, and readmission to trading on AIM.

Advising FinnAust Mining plc on its reverse takeover by Centurion Resources plc.

NEW WORLD OIL & GAS PLC GENESIS PETROLEUM CORPORATION PLC Advising on the reverse takeover of Genesis Petroleum Corporation Limited by Zari Resources plc, valuing Genesis at £15.6m, and its readmission to trading on AIM.

WEATHERLY INTERNATIONAL PLC Advising Weatherly International plc on its reverse takeover of Puku Minerals Limited and readmission to trading on AIM.

Advising New World on its admission to AIM and its conversion, via a reverse takeover, from an investment company to an operating resource company as it began drilling on its flagship Blue Creek Project in Belize.

MATRA PETROLEUM PLC Advising Matra Petroleum plc on its reverse takeover of Inke Petroleum, £8m placing and readmission to trading on AIM.

TOWER RESOURCES PLC Advising Tower Resources plc on its reverse takeover of Neptune Petroleum Limited and readmission to trading on AIM.

AIM - OUR EXPERIENCE

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SELECTED EXPERIENCE MERGERS & ACQUISITIONS

BRAEMORE RESOURCES PLC Advising Braemore Resources plc (listed on AIM and the Johannesburg Stock Exchange) on its takeover by Jubilee Platinum plc, effected by way of a UK scheme of arrangement under the South African Takeover Code.

GENESIS PETROLEUM CORPORATION PLC Advising Genesis Petroleum Corporation plc (listed on AIM) on its takeover by Bayerngas Norge AS, effected by way of a scheme of arrangement.

MATRA PETROLEUM PLC Advising Matra Petroleum plc (listed on AIM) on the sale of its 40% interest in Gemstone Properties Ltd and on the acquisition of “OOO” Arkhangelovskoe.

MRI GROUP Advising MRI Group on the sale of its 49% interest in Emed Tartessus to Emed Mining Public Limited (listed on AIM) and its subsidiaries.

CHAARAT GOLD HOLDINGS LIMITED

PALMARY ENTERPRISES (AUSTRALIA) PTY LIMITED Advising Palmary Enterprises (Australia) Pty Limited in connection with certain aspects of its acquisition of Consolidated Minerals Limited (listed on the ASX and AIM).

WHAM ENERGY PLC Advising WHAM Energy plc (listed on AIM) on its takeover by Venture Production plc, effected by way of a scheme of arrangement.

Advising Chaarat Gold Holdings (listed on AIM) on its takeover of Kyrex Limited.

RHEOCHEM PLC Advising Rheochem plc (listed on AIM and ASX) on the acquisition (through its subsidiary) of a 50% interest in Zeus Petroleum Ltd.

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SELECTED EXPERIENCE STRATEGIC ALLIANCES

BAOBAB RESOURCES PLC Advising Baobab Resources plc (listed on AIM) on a placing, strategic investment by International Finance Corporation (IFC) and joint venture with IFC for the Tete project in Mozambique.

GENESIS PETROLEUM CORPORATION PLC Advising Genesis Petroleum Corporation plc (listed on AIM) on a joint venture with Petroleum Geo-Services ASA (PGS) and £10m strategic investment by PGS and Aker Capital AS.

FORTE ENERGY NL

ZAMBEZI RESOURCES LIMITED Advising Zambezi Resources Limited (listed on AIM and ASX) on a placing of shares to Glencore International AG and US$16m strategic alliance with Glencore.

ALTONA ENERGY PLC Advising Altona Energy plc (listed on AIM) on a strategic investment of up to £11.6m by Tongjiang Energy and on its evaluation joint venture with CNOOC for the Arckaringa Project.

CHAARAT GOLD HOLDINGS LTD

Advising Forte Energy NL (listed on AIM and ASX) on the English and French law aspects of its strategic alliance with Areva.

Advising Chaarat Gold Holdings Ltd (listed on AIM) on a strategic investment by China Nonferrous Metals Int’l Mining Co. Ltd to raise £5.6m.

HERENCIA RESOURCES PLC

MATRA PETROLEUM PLC

Advising Herencia Resources plc (listed on AIM) on strategic investments by Nyrstar International BV and Shining Capital Management.

Advising Matra Petroleum plc (listed on AIM) on a strategic investment by Delek International Energy Limited.

MARIANA RESOURCES LIMITED Advising Mariana Resources Limited an AIM and TSX-listed company, in relation to a strategic investment by AngloGold Ashanti Limited.

AIM - OUR EXPERIENCE

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SELECTED EXPERIENCE OTHER

IMMIGRATION

ALBIDON LIMITED

Advising a number of AIM listed companies in connection with sponsorship licence applications and Tier 1 visa applications under the UK points based system.

Advising Albidon Limited (listed on AIM and ASX) on its US$60m project financing facility with Barclay’s Bank and European Investment Bank and US$20m junior debt facility from, and an offtake agreement with, Jinchuan Group of China.

YORKVILLE ADVISERS UK LLP BRAEMORE RESOURCES PLC Advising Braemore Resources plc (listed on AIM and the Johannesburg Stock Exchange) on its relationship agreement with its major shareholder, Atomaer Holdings Pty Ltd, and a number of project and technology agreements.

Advising Yorkville Advisers UK LLP in connection with the provision of various equity line facilities predominantly to AIM listed companies operating within the natural resources sector.

SERVICE AGREEMENTS/ INCENTIVE SCHEMES Advising a number of AIM listed companies on executive and nonexecutive director agreements, approved and unapproved share based incentive schemes and cash based incentives.

TAKEOVER PROTECTION RHEOCHEM PLC Advising Rheochem plc (listed on AIM and the ASX) on matters relating to its interest in the Athena development in the North Sea.

Advising a number of AIM listed companies on the incorporation of takeover protections into their articles of association (or equivalent documents).

METALS EXPLORATION PLC Advising Metals Exploration plc (listed on AIM) on various debt facilities totalling £25m and advising its independent director in connection with the proposed takeover by Solomon Capital.

RANKED 1 ST FOR THE NUMBER OF OIL & GAS CLIENTS LISTED ON AIM RANKED 5TH FOR THE NUMBER OF BASIC MATERIALS CLIENTS LISTED ON AIM RANKED 19TH FOR THE TOTAL NUMBER OF CLIENTS LISTED ON AIM OCTOBER 2014 ARL AIM ADVISERS RANKINGS GUIDE

“RENOWNED FOR ITS REPRESENTATION OF CLIENTS FROM THE OIL AND GAS, MINING, AVIATION AND SHIPPING SECTORS.”

“THEY’RE A VERY EASY TEAM TO WORK WITH.” CHAMBERS UK 2015

CHAMBERS UK 2015

“...ATTRACTS A SIGNIFICANT NUMBER OF INSTRUCTIONS...” CHAMBERS ASIA PACIFIC 2015

“A CLIENTS STATES: ‘I HAVE ABSOLUTE FAITH ... WHEN WE'RE NEGOTIATING AROUND THE TABLE WITH PEOPLE, EVERYONE IN THAT SPACE RESPECTS [WFW]’.” CHAMBERS UK 2015

AIM - OUR EXPERIENCE

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OUR OFFICES Athens

Frankfurt

Madrid

Paris

6th Floor, Building B 348 Syngrou Avenue Kallithea 176-74, Athens

Ulmenstraβe 37-39 60325 Frankfurt am Main

C/ María de Molina, 4 28006 Madrid

26 avenue des Champs-Elysées 75008 Paris

T: +49 69 297 291 0

T: +34 91 515 6300

T: +33 1 56 88 21 21

Hamburg

Milan

Rome

Jungfernstieg 51 20354 Hamburg

Piazza del Carmine 4 20121 Milan

Piazza Navona 49 00186 Rome

T: +49 40 800 084 0

T: +39 02 721 7071

T: +39 06 684 0581

T: +66 2665 7800

Hong Kong

Munich

Singapore

Dubai

Units 1703-1707, One Pacific Place 88 Queensway, Hong Kong

Gewürzmühlstraβe 11 ‒ Courtyard 80538 Munich

6 Battery Road #28-00 Singapore 049909

T: +852 2168 6700

T: +49 89 237 086 0

London

New York

15 Appold Street London EC2A 2HB

250 West 55th Street New York, New York 10019

T: +44 20 7814 8000

T: +1 212 922 2200

T: +30 210 455 7300

Bangkok Unit 902, 9th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330

Office 1503, Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai T: +971 4 278 2300

T: +65 6532 5335

ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE

Publication code number: 57910471v1© Watson Farley & Williams 2016

All references to ‘Watson Farley & Williams’, ‘WFW’ and ‘the firm’ in this document mean Watson Farley & Williams LLP and/or its Affiliated Entities. Any reference to a ‘partner’ means a member of Watson Farley & Williams LLP, or a member or partner in an Affiliated Entity, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this document represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have questions or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising.

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