Background

Fred R. Pletcher is the Chair of our firm's national Mining Group and a partner at our Vancouver office.

He was admitted to the British Columbia bar in 1993. Fred graduated from Columbia University with an LL.M. in 1993 after completing an LL.B at the University of Toronto in 1991. Prior to legal studies, he received an A.B., magna cum laude, from Harvard University in 1988.

Areas of Practice

· Mining

· Corporate Finance

· Mergers & Acquisitions

· Corporate Governance

Rankings and Recognitions

· Recognized in the 2012 edition of Chambers Global - The World's Leading Lawyers for Business (Energy & Natural Resources: Mining (Canada); Projects: Mining (Latin America-wide))

· Selected by peers for inclusion in The Best Lawyers in Canada 2012 (Corporate Law; Natural Resources Law; Securities Law)

· Recognized in The 2013 Lexpert/American Lawyer Guide to the Leading 500 Lawyers in Canada (Corporate Finance & Securities; Mining)

· Recognized in the 2012 Canadian Legal Lexpert Directory (Mining; Corporate Finance & Securities; Mergers & Acquisitions; Corporate Mid-Market; Corporate Commercial Law)

· Recognized in the 2011 International Who's Who of Mining Lawyers

· Recognized in the 2010 IFLR 1000 (Capital Markets)

· Recognized in Who's Who Legal: Canada 2011 (Mining)

Professional Experience

Mining. Acting for Canadian and international mining companies in connection with:

· Acquisitions and dispositions of mines, mine development projects and exploration properties;

· Options to acquire mine development projects and exploration properties;

· Joint venture and operator agreements;

· Project finance;

· Royalty and streaming agreements;

· Off-take and ore sales agreements;

· Confidentiality agreements;

· Tenure issues;

· Permitting; and

· National Instrument 43-101 reporting obligations.

Corporate Finance. Acting for both issuers and underwriters in a wide variety of public offerings and private placements, including:

· Initial public offerings;

· Bought, over night and marketed debt and equity offerings;

· Cross-border and MJDS debt and equity offerings;

· Secondary equity offerings;

· Structured and flow-through product offerings;

· Private equity financings; and

· Pre-IPO angel, venture capital, seed and mezzanine financings.

Mergers & Acquisitions. Acting for Canadian and international acquirers, targets and special committees in connection with various M&A transactions, including:

· Friendly and unsolicited take-over bids;

· Plans of arrangement and amalgamations;

· Proxy fights;

· Asset purchases and sales;

· Spin-off transactions;

· Leveraged buy-outs; and

· Restructurings and reorganizations.

Corporate Governance. Acting for Canadian public companies, boards of directors and special committees in connection with:

· Related party transactions;

· Shareholder meetings;

· Governance;

· Continuous disclosure;

· Regulatory investigations and hearings; and

· Executive compensation and retention.

Representative Transactions

Recent Transactions

· Counsel to Pan American Silver Corp. on its $1.5 billion acquisition of Minefinders Corporation Ltd.

· Counsel to Miedzi Copper Corp. in connection with a $100 million private equity financing

· Counsel to Northern Property Real Estate Investment Trust and NorSerCo Inc. on a $66 million bought deal offering of stapled units

· Counsel to Eldorado Gold Corporation in connection with its $2.5 billion acquisition of European Goldfields Limited

· Counsel to Lumina Royalty Corp. in connection with its spin-off from Lumina Copper Corp. and its subsequent US $66 million acquisition by Franco-Nevada Corporation

· Counsel to the Special Committee of Far West Mining Ltd. on its $725 million acquisition by Capstone Mining Corp. and Korea Resources Corporation

· Counsel to Imperial Metals Corp. on its acquisition of the outstanding $22 million minority interest in American Bullion Minerals Ltd. in a contested plan of arrangement

· Counsel to Magma Energy Corp. on its $575 million merger with Plutonic Power Corporation

· Counsel to K+ S Aktiengesellschaft on its $434 million friendly take-over bid for Potash One Inc.

· Canadian counsel to Avoca Resources Limited on its $2 billion merger with Anatolia Minerals Development Limited

Mining:

Counsel to:

· Goldcorp Inc. on the establishment of a gold stream on the Agua Rica project in connection with the restructuring of the Minera Alumbrera joint venture with Xstrata Copper and Yamana Gold Inc.

· a consortium, comprised of Korea Resources Corporation and LG International Group, in connection with their $175 million joint venture and off-take arrangements with Augusta Resources to finance development of the Rosemont copper project in Nevada

· Teck Resources Limited on its sale of a gold royalty stream from the Andacollo mine in Chile to Royal Gold, Inc. for US$300 million

· Eldorado Gold Corporation on its sale of the São Bento Mine to AngloGold Ashanti

· Cameco Corporation on strategic alliances in Argentina, Niger and Paraguay

Corporate Finance:

· Underwriters' counsel on a $908 million secondary offering of common shares of Centerra Gold Inc. by Cameco Corporation

· Underwriters' counsel on a $500 million public offering of unsecured debentures by Cameco Corporation

· Counsel to Magma Energy Corp. on its $100 million initial public offering

· Issuer's counsel on initial public offerings by Ascalade Communications Inc., TGS North American Real Estate Investment Trust, Northern Property Real Estate Investment Trust and 16 "flow-through" limited partnerships organized by the Qwest Energy group

· Underwriters' counsel on initial public offerings by Athabasca Potash Inc., Centerra Gold Inc., Xantrex Technologies Inc., Brompton VIP Income Trust and Versacold Income Fund.

· Issuer's counsel on bought and marketed debt and equity financings by Magma Energy Corp., Pan American Silver Corp. and Northern Property Real Estate Investment Trust.

· Underwriters' counsel on bought and marketed debt and equity financings by Cameco Corporation, Western Copper Corp., Macarthur Minerals Ltd., Chariot Resources Inc., Shore Gold Inc., Canadian Hotel Income Properties Real Estate Investment Trust, West Fraser Timber Co. Ltd. and Ballard Power Systems Inc.

· Selling shareholders' counsel on a secondary offering of common shares of Great Canadian Gaming Corporation

Mergers & Acquisitions:

Counsel to:

· Pan American Silver Corp. on its successful friendly take-over bid for Aquiline Resources Inc.

· Global Copper Corp on its acquisition by Teck Cominco Limited and the spin-off of Lumina Copper Corp.

· Eldorado Gold Corporation on its successful unsolicited take-over bid for Frontier Pacific Mining Corporation

· Northern Peru Copper Corp. on its acquisition by China Minmetals Nonferrous Metals Co., Ltd. and Jiangxi Copper Company Ltd.

· Imperial Metals Corp. on its successful friendly take-over bid for bcMetals Corporation

· NovaGold Resources Inc. on its successful defence against Barrick Gold Corp.'s hostile take-over bid

· Special Committee of Ashton Mining of Canada Inc. in response to a hostile take-over bid by Stornoway Diamonds Corp.

· Regalito Copper Corp. in connection with its auction and subsequent acquisition by Pan Pacific Copper Co. Ltd.

· Eldorado Gold Corporation in connection with its acquisition of Afcan Mining Corporation

· Pan American Silver Corp. in connection with its acquisition of Corner Bay Silver Inc.

· Pivotal Corporation on its contested auction and ultimate acquisition by Chinadotcom Corporation

· Future Shop Ltd. on its acquisition by Best Buy Co., Inc.

Professional and Community Activities

· Editorial Board, Securities Law and Practice, 3rd ed. (Toronto : Thomson Carswell)

· Director of K+S Canada Holdings Inc., which is currently constructing the Legacy potash mine and production facility in Saskatchewan

· Instructor, Canadian Securities Regulation Course (Vancouver & Calgary : Insight Information, since 2000)

· Co-Chair, Securities Law - Advanced Issues (Vancouver : Continuing Legal Education, since 2004)

· Trustee of the Rocky Mountain Mineral Law Foundation (2009 - 2011)

· International Co-Chair, 54th Annual Rocky Mountain Mineral Law Institute, Snowmass, Colorado, 2008

· Mining Co-Chair, 50th Annual Rocky Mountain Mineral Law Institute, Vail, Colorado, 2004

· Adjunct Professor, Faculty of Law, University of British Columbia (1999 to 2002)

· Member of the Vancouver Stock Exchange Advisory Committee (1998-1999)

· Member of the Prospectors and Developers Association of Canada and the Canadian Institute of Mining, Metallurgy and Petroleum

Selected Publications

· with Anthony Zoobkoff "ROFR Madness! Rights of First Refusal in Mining and Oil and Gas Transactions, 56 Rocky Mt. Min L. Inst. 4-1 (2010)

· "Mining Joint Ventures - Structures and Agreements - North America" in the Biennial Conference of the IBA section on Energy, Environment, Natural Resources and Infrastructure Law (SEERIL) (Copenhagen, 2008)

· with Anthony Zoobkoff "Gotcha! Turning Confidentiality and Standstill Agreements into Gold Mines", 53 Rocky Mt. Min L. Inst. 28-1 (2007)

· with Graham H. Scott, "What is a Canadian Junior, Eh? Doing Business with Canadian Exploration and Mining Companies", 51 Rocky Mt. Min. L. Inst. 16-1 (2005)

· with Stephen J. Mulhall, Q.C., "Canadian Valuation Cases of Note and Developments in the Law Regarding Expert Evidence", 1991 Journal of Business Valuation 105

Personal

· Married with three children (ages 10, 12 and 14)

· Assistant Coach - Douglas Park "Spartans" - a U15 soccer team