Calgary  Toronto  Moscow  Almaty/Atyrau  Caracas  Rio de Janeiro  Bogotá 4 th Annual Risk Mitigation & CSR in Africa and Emerging Markets IFC’s Policy and Performance Standards on Social and Environmental Sustainability: Making a World of Difference in International Mining? Date:October 27, 2010 Presenters: Elisabeth (Lisa) DeMarco, Partner, Toronto office Tel.: Janne Duncan, Partner, Toronto office Tel.:

Macleod Dixon LLP Canadian based International law firm established lawyers, 420 total staff in 8 global offices Focus: natural resource law (oil, gas, mining, electricity, water, carbon and emission products) Who’s Who Legal Global Mining Firm of the Year 2010 MD Global Climate Change and Sustainability Team: International Team, lead out of Toronto serving domestic and international clients MD Climate Change lawyers at the leading edge of Canadian and international climate and UNFCCC policy development since 1996 Climate Change Team has closed hundreds of MT of carbon transactions in CDM, JI, Voluntary Carbon, REC, and Environmental Attributes markets and first approved Russian JI deal Member of IETA, IETA Contracts and CCS working groups, and NACCSA MD Lawyers ranked top world-wide in Climate Change and Emissions Trading by Chambers Global, International Who’s Who Legal and Law Day

Macleod Dixon’s Offices Calgary, Toronto Caracas Rio de Janeiro Moscow Almaty Bogotá

Overview Risks Associated with International Mining IFC’s Policy and Performance Standards on Social and Environmental Sustainability Related Financial Disclosure Obligations Long Term Impact?

“IFC expects clients to manage social and environmental risks and impacts” Credit Currency Expropriation Corruption Land disturbance Water pollution Emissions Approvals O&M MRV HGAs, IGAs Royalties Taxes Profit sharing Tariffs for Infra-structure Corruption Indigenous peoples Community backlash Security Civil unrest Labour Political intervention Influx of wealth Legal system Conflict of laws Collection and Enforcement Arbitration CounterpartyEnvironment Host Government Enforcement Local People

Related Financial Disclosure Obligations SEC OSC CDP Change in materiality standard? HGAs, IGAs

Equator Principles 10 voluntary guidelines adopted by more than 60 of the world’s leading investment banks in developed and developing countries and based on IFC’s Performance Standards Common bank reps and warranties to manage social and environmental risk in project financing Signatories commit to develop their own internal policies

Equator Principles When a project is proposed for financing, the FI categorizes the project based on the magnitude of its potential impacts and risks in accordance with the environmental and social screening criteria of the International Finance Corporation. Category A = projects with potential significant adverse social or environmental impacts that are diverse, irreversible or unprecedented. Category B = projects with potential limited adverse social or environmental impacts that are few in number, generally site- specific, largely reversible and readily addressed through mitigation measures. Category C = projects with minimal or no social or environmental impacts

Long Term Impact? IFC E&S and Contractual Obligations –Living covenant? Creating a new world CSR standard? The next equator principles?

Contact Information Elisabeth (Lisa) DeMarco Partner, Head of Global Climate Change Janne Duncan Partner, Mining and Business Law