1. Introduction and Course Overview By: Craig Owen White, Esq. International Mergers, Acquisitions and Joint Ventures: Extractive Industries/Government Agreements May 2-3, 2014 Bulawayo, Zimbabwe Law Society of Zimbabwe

2. About Hahn Loeser  Dedicated, diverse legal counsel since 1920.  More than 130 lawyers and 7 offices in Cleveland, Columbus & Akron, OH; Indianapolis, IN; Naples & Fort Myers, FL; and San Diego, CA.  Comprehensive services, creative and practical approaches, excellent value.  Experienced team with national reputation.  Proven track record as outside counsel for NYSE and Fortune 1000 clients.

3. ISLP Mission: The International Senior Lawyers Project provides the pro bono services of highly skilled and experienced lawyers to promote human rights, equitable and sustainable economic development and the rule of law worldwide. ISLP assists governments, non-governmental organizations and other institutions working to build legal capacity and to advance the rights and well-being of their citizens.

4. Disclaimer In compliance with requirements imposed by the US Internal Revenue Service, we inform you that any Federal tax advice contained in this communication (or any handouts or downloads associated herewith) is not intended to be used, and cannot be used, for the purpose of (i) avoiding any penalties under the US Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Nothing contained in this presentation is to be considered as the rendering of legal advice for specific cases, and attendees are responsible for obtaining such advice from their own legal counsel. This presentation is for educational and informational purposes only. The views of the presenter should not be construed as the views of Hahn Loeser & Parks LLP or any of its individual partners.

5. Presenters Craig Owen White co-chairs the Business Practice Group at Hahn Loeser & Parks LLP, where he represents established growth- oriented companies. He takes an active leadership role in several boards, professional and civic organizations. In 2014, he was appointed to the Trade Advisory Committee on Africa advising the United States Trade Representative on US trade policy with Africa. See www.hahnlaw.com for a full biography.www.hahnlaw.com Sipho Methula is a partner of Webber Wentzel and is part of its Africa Mining and Energy Projects Team. He has extensive experience in mergers, acquisitions, competiton and tax law. See www.webberwentzel.com for a full biography.www.webberwentzel.com

7. MANDOGPIG 50% Man 50% Dog 50% Pig

8. Inform ManDogPig that it is impossible because its components add up to more than 100%.

9. Inquire as to its intentions before taking next action.

10. KILL IT !

11. Big Five Take Aways The business lawyer: 1. Is to assist the client in identifying, quantifying and monetizing risk relative to the achievement of the clients objective(s). 2. Is to document the rights and duties of the client and the counterparties to the business transactions. 3. Has the right to charge and to be promptly paid for legal services rendered. 4. Is the steward and trustee of the rule of law and the commercial codes of his/her country, region and community. 5. At all times is to conduct himself/herself with high ethics and integrity in all business and personal matters and transactions.

12. Administrative ISLP website: www.islp.orgwww.islp.org Law Society of Zimbabwe: www.lawsociety.org.zwwww.lawsociety.org.zw Craig O. White: cowhite@hahnlaw.comcowhite@hahnlaw.com Sipho Methula: sipho.methula@webberwentzel.comsipho.methula@webberwentzel.com

13. Course Overview – Day 1 Commercial Transactions for Business Lawyer’s Perspective Panel Discussion: Overview of M&A (Joint Venture) Environment and Process Introduction of Case Study

14. Course Overview – Day 2 Workshop: US Team Local Team Group Presentations and Critiques Extractive Industry/Government Agreements Key Issues in The Extractive Industry Take Aways and Summaries Certificate Ceremony

15. Business Law

16. Business of Law Legal Services as a Commodity Value–Added Legal Services

17. Business of Law

18. KNOWN RISK Counter Party Failure Market Changes Competition RISK LEVELS A second line of text here KNOWN BUT LESS PREDICABLE RISK Weather Event Government Intervention

19. BLACK SWAN EVENTS UNKNOWN UNKNOWNS RISK LEVELS A second line of text here

20. THANK YOU