NATURAL RESOURCES BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO ELIAN.

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1 NATURAL RESOURCES BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO ELIAN.COM

2 1LOCATIONS ACROSS THE GLOBE BAHRAIN BRITISH VIRGIN ISLANDS CAYMAN ISLANDS DUBLIN GUERNSEY HONG KONG JERSEY LONDON LUXEMBOURG NEW YORK TOKYO

3 CONTENTS INTRODUCTION 3 RAISING THE BAR 4 OUR DNA OF EXCELLENCE 6 CHOICE OF LOCATION 8 TYPES OF STRUCTURES 10 MOVING BUSINESS OPERATIONS 12 BUSINESS OPERATIONS IN JERSEY 13 NEW TECHNOLOGY 14 MAKING THE BEST EVEN BETTER 16 SERVING OUR CLIENTS BETTER 18 OUR RANGE OF SERVICES 20 CONTACT US 22 ELIAN.COM 1

4 SETTING THE STANDARD FOR EXCELLENCE IN CORPORATE SERVICES IN THE NATURAL RESOURCES SECTOR. WELCOME TO ELIAN 2

5 INTRODUCTION OUR UNCOMPROMISING DELIVERY OF ENHANCED VALUE At Elian, we believe that the best can always be better. We offer our clients a clear, uncompromising vision: to continually deliver more value by setting the standard for excellence in Corporate Services, Fund Services, Private Wealth and Capital Services. We work with global law firms and accountancy firms, multinational corporations, financial institutions, high net worth individuals, family offices and fund managers in the pursuit of client service excellence. From our technical skills and market understanding, to the personalised service we give our clients, we re always looking to set new industry standards by challenging standard practice. If you decide to work with Elian, you ll soon discover that we re relentless in our pursuit of excellence. Welcome to the experts who set new standards. Welcome to Elian. With over 500 professionals across a network of 11 international offices covering all time zones and key financial centres we re experts in handling large, demanding and complex engagements. Paul Willing Chief Executive Officer ELIAN.COM 3

6 RAISING THE BAR IN CORPORATE SERVICES IN THE NATURAL RESOURCES SECTOR ELIAN CORPORATE SERVICES HAS AN ESTABLISHED HISTORY OF SPECIALISING IN NATURAL RESOURCES TRANSACTIONS From our technical skills and market understanding, to the personalised service we give our clients, we have built a solid reputation for expert precision and care. We offer clients significant experience in the establishment and administration of onshore and offshore structures in the natural resources sector. We assist with initial structuring through the establishment of the required corporate vehicles, such as holding and finance companies. We maintain the structure throughout, providing a full range of services that includes registered office, company secretarial, accounting and directorship services. When the time comes to sell the company, we can assist with any required pre-exit restructuring/ipo work. We are experts in setting up and managing incentive plans that benefit employees and executives. We can also provide centralised cash management services. By using the aggregated buying power of our clients, we can access highly competitive rates of interest, with access to multiple banks. Our areas of expertise Establishment and ongoing administration of corporate vehicles, partnerships and trusts Establishment and ongoing administration of employee and executive compensation arrangements Provision of ongoing registered office, registered agent, secretarial and registrar services Provision of offshore and onshore professional directors/neds (both individual and corporate) Comprehensive company secretarial services, including arranging board meetings, producing professional board packs and preparing detailed minutes Provision of office space Advising on and implementing corporate governance procedures in relation to the offshore structure Bank account opening and operation Bookkeeping, accounting and financial reporting services Cash management services, including call and notice deposit accounts, fixed deposit services, discretionary cash management, foreign exchange services and bespoke solutions Acting as agent for service of process Escrow services Nominee services Due diligence support services - we can manage the collection of KYC for various parties in the context of acquisition transactions Loan note issuing and registrar services Depositary services Document management through virtual data rooms Dissolution services. 4

7 I HAVE WORKED WITH OTHER AGENTS, BUT FOR ME THEY ARE THE BEST Addax Petroleum Services Limited ELIAN.COM 5

8 OUR DNA OF EXCELLENCE WE PUT OUR CLIENTS AT THE HEART OF EVERYTHING WE DO TO ENSURE WE BUILD ON OUR STANDARDS OF EXCELLENCE For us, exceeding expectations is standard practice. Working with clients the way they want. Anticipating and pre-empting their questions. Speeding up processes. Increasing efficiency. Delivering more value. These are the imperatives that drive our business. Our global service line reaches from Jersey, Guernsey, Hong Kong and BVI to Cayman, Dublin, Luxembourg and London. It s this reach that not only allows our clients to talk to us in their own time zone, but also ensures consistent good governance, best practice and quality of service across multiple jurisdictions and time zones. It also means we can create innovative solutions or clients with an international profile. We understand the challenges of time pressures and complexities of completing a deal. We have the global resources of a major service provider which enables us to invest heavily in technology and people creating the capacity to take on the largest and most demanding transactions, whilst always maintaining our personalised, service excellence every step of the way. Better connected for better delivery We build connections that enable us to deliver more for our clients. We have strong relationships with global law and accountancy firms, and work seamlessly with our client s appointed professional advisors to ensure transactions are on time and on budget. We act for a large number of high profile natural resources companies (pre and post IPO) with clients including Centamin plc, EN+ Group, Global Cornerstone Holdings, New World Oil & Gas, Petrofac plc, Randgold Resources, Transocean, United Company Rusal plc and Zoltav Resources Inc. It s this breadth and depth of experience that supports our delivery of ongoing corporate services. We work with our clients to ensure that good corporate governance practices are adopted in accordance with any tax or other structuring advice obtained by our clients. 6

9 THEY ARE A VERY PROFESSIONAL FIRM, AND THAT IS NOTICEABLE IN EVERYTHING THEY DO Client of Elian Corporate Services ELIAN.COM 7

10 CHOICE OF LOCATION Through our global network of offices we are able to assist our clients to establish and utilise holding, operating and investment vehicles in the jurisdiction best suited to their current and future objectives. BVI, Cayman, Guernsey, Jersey and Luxembourg offer: Economic and political stability Flexible, independently endorsed regulatory and legal framework Tax neutral location (or structuring to achieve equivalent effect in the case of Luxembourg) Mature, well respected legal system Track record of product and service innovation Skilled and responsive workforce Close proximity to, and same time zone as, London in the case of Jersey, Guernsey and Luxembourg Availability and choice of other service providers such as auditors, bankers, custodians and asset managers. Reasons for using an offshore company include: Zero corporation tax, no capital gains tax and no capital transfer tax (or structuring to permit equivalent effect in Luxembourg) No withholding tax on dividends, interest and royalties Corporate laws are based on the equivalent English law (other than Luxembourg), which is familiar to investors around the world, but benefit from additional business focused innovations and operational flexibility Politically stable jurisdictions with a global reputation as first class international financial centres and a proven track record of attracting investment from around the world Highly developed and trusted court systems on English common law principles (other than Luxembourg) The shares of Jersey and Guernsey companies can be traded directly through CREST in the UK. BVI and Cayman company shares are freely traded via depositary interests BVI, Cayman, Jersey, Guernsey and Luxembourg companies can each hold shares in treasury which can facilitate employee benefit schemes BVI, Cayman, Jersey and Guernsey companies have the ability to distribute from a wide range of sources not just distributable reserves. This may be an advantage over other companies seeking to maintain a consistent dividend policy. 8

11 WE WOULD RECOMMEND THEM HIGHLY FOR THEIR EXPERTISE AND COMPETENCE Client of Elian Corporate Services ELIAN.COM 9

12 TYPES OF STRUCTURES IPO / FUND RAISING We have extensive experience of working with international law firms, advisers and listing companies not just on the Main List and AIM in London, but also on markets around the world including New York, Toronto, Moscow and Hong Kong. We have also been involved in numerous fund raisings for resources companies as well as providing cashbox structure for UK plcs raising funds in the secondary capital markets. We act as company secretary and authorised representative to the first ever listing of a Jersey company on the Hong Kong Stock Exchange. HOLDING COMPANIES FOR ACQUISITION AND JOINT VENTURES Companies in all our jurisdictions are regularly used as acquisition vehicles around the world and can hold any type of asset. The laws of each of BVI, Cayman, Guernsey, Jersey and Luxembourg are all very flexible and permit structuring to be undertaken in accordance with clients needs and international banks are familiar and comfortable with lending to such companies. For joint ventures, their advisers take significant comfort in knowing how the joint venture arrangements will operate and how matters will be interpreted if there is a dispute. HOLDING COMPANIES FOR RESTRUCTURING Jersey, Guernsey, BVI, Cayman and Luxembourg have been the jurisdictions of choice for a number of high profile groups relocating from other countries over the last few years. Redomiciling The redomiciling process involves placing a new offshore company above the existing listed holding company. An example of this was Centamin plc which moved its main listed holding company from Australia to Jersey and the Jersey company s shares were relisted at completion. Corporates and their tax advisers consider there to be benefits in migrating out of less flexible or less appropriate jurisdictions and we expect others to have plans to relocate in the future. The company will not pay tax in BVI, Cayman, Guernsey or Jersey and there are no capital gains or stamp duty on share transfers in any of these jurisdictions. Structuring in Luxembourg can be used to significantly mitigate local taxes down to zero or nearly zero. Migration It is also possible to migrate companies to and from each of BVI, Cayman, Guernsey, Jersey and Luxembourg without court approval. The relevant laws confirm that the company continues (with assets and liabilities intact) in the new jurisdiction. This can be a useful pre-ipo restructuring tool if it is preferred not to insert a new holding company. 10

13 ELIAN IS A SUPERB FIRM Client of Elian Corporate Services ELIAN.COM 11

14 MOVING BUSINESS OPERATIONS TO JERSEY AND GUERNSEY It is becoming increasingly important to demonstrate proper substance in the jurisdiction where management occurs. Jersey and Guernsey has welcomed many new businesses over the past few years including mining and oil companies and fund managers, all of whom have been keen to take advantage of both the business friendly environment and the quality of lifestyle on offer. Jersey and Guernsey have all the infrastructure and expertise most businesses require with new office space under construction to add to that already available. Back office functions, IT, banking, compliance and accounting functions are all readily available. Local professional advisers operate in a manner that would be familiar to anyone working in London and work to high standards of client delivery. The key factors which make Jersey and Guernsey so attractive include: Zero rate of corporate tax for foreign owned businesses (including listed companies) and low rates of personal taxation Ability to centralise management and control in one place Ability to demonstrate real substance in the jurisdiction Modern and flexible legislation Good supply and infrastructure resources including office space and support services A broad base of professional service providers with high levels of expertise A skilled local work force A government which is willing and keen to encourage businesses to locate Proximity to London and ability to deal with New York and Hong Kong in same business day Economic and political stability. International businesses with a diverse geographical asset base and traditional London based companies are realising that for both key management employees and the business owners, it makes sense to relocate to a more attractive tax neutral jurisdiction, particularly as a company is heading towards profitability. Jersey and Guernsey law does not prohibit foreign employees and owners from moving to and working in the Islands or businesses setting up in Jersey or Guernsey. 12

15 NATURAL RESOURCES COMPANIES WITH BUSINESS OPERATIONS IN JERSEY Randgold Resources A FTSE 100 Jersey incorporated African focussed gold mining company which has opened an office in Jersey and relocated some of its senior management including executives. Consolidated Minerals A private global mining business which has relocated key personnel from Australia and South Africa. Heritage Oil A FTSE 100 oil company which has its main office in Jersey where its chief executive and chief operating officer live. Centamin Following the scheme of arrangement in December 2011, Centamin have moved their chief executive, finance director and group accountant to Jersey. Bellzone Mining An AIM listed iron ore mining company with assets in Guinea which has based its chief executive, other directors and staff in Jersey. Lydian International A Toronto listed gold miner which has assets in Armenia. The chief executive has moved to Jersey and local staff have been recruited. ELIAN.COM 13

16 NEW TECHNOLOGY FOR GREATER EFFICIENCY IN A FAST-MOVING WORLD, WE RE COMMITTED TO HARNESSING NEW TECHNOLOGY IN OUR RELENTLESS DRIVE TO SERVE OUR CLIENTS EVER MORE EFFICIENTLY Our IT strategy focuses on state-of-the-art developments, supported by proactive new investment 20% of our profits are re-invested in IT and infrastructure every year. Continually raising the bar in the service levels our clients enjoy, some of our recent innovations include: BoardPack To save our clients time and hassle, BoardPack enables company secretaries and administrators to exchange confidential documentation with directors. Housing all current and archived board documents, it means clients can locate whatever they need, whenever they want. Document Share For peace of mind and extra convenience, our deal room and data room solution provides secure document access and exchange for our clients. Users can set up notifications and access their documents, reports and notices on-demand. Documents are held securely in one place and can be accessed at any time, from any device. Incorporate To improve our clients experience when incorporating a company online, we have developed a free mobile app for smartphones and tablets Incorporate. It enables clients to request a new company 24/7, 365 days a year. The app interface is simple, friendly and easy to use allowing clients to complete the secure process and pay with their credit card in just a few minutes. Share Awards The system enables us to accurately and effectively manage share-based employee incentive plans and the associated participant awards. Operating data security at ISO accreditation level, it s a leading administration and online portal system that s tried and tested across multiple jurisdictions, plans and currencies. ID Check mobile app To relieve our clients of the hassle and expense of having to certify true copies, we have developed our ground breaking ID Check mobile app. It enables each client to simply and safely submit their KYC material from their smartphone or tablet making due diligence procedures quicker, easier and a lot more convenient. 14

17 THEY SET THE BAR FOR OTHERS Client of Elian Corporate Services ELIAN.COM 15

18 MAKING THE BEST EVEN BETTER OUR HERITAGE OF SERVICE EXCELLENCE IS ONLY SURPASSED BY OUR COMMITMENT TO CONTINUAL IMPROVEMENT UNDERPINNED BY OUR INDEPENDENT CLIENT SATISFACTION PROGRAMME We set this up to ensure every client receives the very highest levels of service and to help us anticipate and adapt to evolving client requirements. We ensure that our outstanding client service standards are not just implemented across the entire firm, but also supported by continuous training and testing. Feedback from our satisfaction programme confirms that 97% of our clients are satisfied with the service they receive from us, 93% of our clients would re-instruct us and 97% of our clients would recommend us to a colleague. We also insist on the most rigorous internal risk and compliance framework, supported by our top-down risk management culture. The combination of our insistence on excellence and our reputation for understanding and anticipating client needs means we are often asked to join industry working parties helping to shape future legislation and assess industry response to proposed legislation. 16

19 THE ADVICE HAS ALWAYS BEEN ABOVE AND BEYOND COMPARED TO OTHER FIRMS THAT I HAVE USED Client of Elian Corporate Services ELIAN.COM 17

20 SERVING OUR CLIENTS BETTER BY INVESTING IN TALENT HELPING US TO CONTINUALLY RAISE OUR STANDARDS OF EXCELLENCE, WE ATTRACT AND DEVELOP INDIVIDUALS WITH OUTSTANDING TALENT AND DRIVE Since our launch in 1999, we ve grown from 5 to 500 employees and counting. We re rigorous in our recruitment criteria and have a commitment to creating one of the most well-supported and comprehensive professional development programmes in the industry. All our administrators have to achieve relevant professional qualifications. Our consistently high pass rates and numerous student performance commendations speak for themselves. The technical skills gained from professional training enables the team to deal with the most complex and high profile corporate transactions - on time and on budget. This relentless focus on excellent client services and standards of governance has been independently recognised with the team winning the following awards Corporate Services Team of the Year ICSA Jersey Awards 2014 Corporate award for Governance ICSA Jersey Awards 2014 Administration Team of the Year ICSA Jersey Awards 2013 Administrator of the Year ICSA Jersey Awards Promoting a culture of engagement Our most recent employee survey has reiterated that: 89% of our employees think Elian is a great place to work 90% feel that they can depend upon a fellow colleague to help them deliver great client service. 18

21 THE STAFF ARE VERY HELPFUL AND VERY FRIENDLY Client of Elian Corporate Services ELIAN.COM 19

22 OUR RANGE OF SERVICES FIVE SPECIALIST BUSINESSES. ONE APPROACH: SEAMLESS SERVICE EXCELLENCE Our five distinct but complementary businesses give you industry-leading expertise delivered with standard-setting excellence. Elian Corporate Services We incorporate and administer companies, trusts and special purpose vehicles, as well as administrating executive and employee retention and incentive plans. Elian Fund Services We set up, administer and provide registrar, transfer agency, director services, accounting services and depositary services for collective investment funds that include hedge funds, private equity, mezzanine and real estate funds. Elian Capital Services We provide cash management and foreign exchange services, including investment monitoring and risk mitigation that supports your business. Elian Due Diligence Services We provide a comprehensive range of due diligence services to law firms, accountants, asset managers, banks, administrators, brokers, trust companies and insurance providers, operating in regulated legal and financial services markets, where strict anti-money laundering rules apply. Elian Private Wealth For wealthy families, family offices and owner-managed businesses, we establish and administer trusts, companies and foundations focused on succession planning, asset protection and family governance. 20

23 I FOUND THEM TO BE HIGHLY PROFESSIONAL, RESPONSIVE, AND PERSONABLE Client of Elian Corporate Services ELIAN.COM 21

24 CONTACT US Europe Simon Mackenzie Global Service Line Head, Group Director Jersey D: Stephanie Rose Director Jersey D: Tom Amy Managing Director Guernsey D: Neil Townson Managing Director London D: Brian Buckley Managing Director Dublin D: Paul Lawrence Managing Director Luxembourg D: Continued overleaf 22

25 THEY UNDERSTAND OUR BUSINESS; WE WORK IN A VERY REACTIVE WORLD, AND I THINK THAT THEY REACT VERY WELL Client of Elian Corporate Services ELIAN.COM 23

26 CONTACT US (CONTINUED) The Caribbean Michelle Gibbs Associate Director Cayman D: Charlotte Bailey Chief Operating Officer BVI D: Asia Graham Gurney Chief Operating Officer Hong Kong D:

27 THEY DEMONSTRATE QUALITY AND ACCURACY AND ARE JUST A VERY PROFESSIONAL ORGANISATION Client of Elian Corporate Services

28 JUNE 2015 Regulatory information is detailed on elian.com/legalnotice Printed using FSC approved paper which is sourced from well managed forests. Please recycle after use. ELIAN.COM