MahoneyLiotta

Partners: Daniel Mahoney, James Liotta, Narantuya Gundegmaa, Enkhtur Demberelsuren, Nomin Dashnyam, Uuganbayar Otgondorj

Total number of staff: 19

Languages: English, Mongolian, Russian, Japanese, Polish, and Chinese

Firm Overview:

MahoneyLiotta is an amalgamation of some of the most experienced legal service providers and specialists from Mongolia and abroad. Established in 1997, the firm and its attorneys provide reliable, experienced, and ethical advice to their diverse and select client base. They are well positioned with the onset of rapid growth in Mongolia’s emerging market and committed to client service, understanding that many clients may not fully understand the complexities unique to the development of Mongolia. Attorneys have advised on major projects in minerals, energy, petroleum, corporate, financing, banking, securities, concessions, aviation, real estate, and other rapidly developing sectors in Mongolia.

Main Areas of Practice:

Corporate:

Corporate formation and advice to some of Mongolia’s most well known corporations:

■ Representation of leading Mongolian beverages company (APU JSC) in connection with its merger with Heineken Asia Pacific Holdings in Mongolia

■ Big Four audit, luxury brands, minerals exploration and mining, service industry, supply companies

■ Joint venture and strategic alliance advisor in Mongolia to some of the most well known global corporations — Big 4 Audit, banking and finance, international organisations

Banking and Finance, Inbound Investment, and Secured Lending:

■ Representation of secured lenders in connection with reorganisation out of bankruptcy and restructuring of the finances of Mongolian Mining Corporation (operating company Energy Resources

LLC)

■ Advisor in connection with multi-billion US$ project finance from a consortium of international lenders — representation of Oyu Tolgoi LLC

■ Advisor in offshore pre-IPO financing of Mongolian projects — representation of investors and Mongolian companies

■ Advisor in connection with various other secured and unsecured financings extended to a number of Mongolian borrowers — representation typically of the lender, with some borrower representations

■ Represented a major Japanese multinational corporation investing in one of Mongolia’s leading FinTech companies

■ Represented a major South African industrial brand management company in connection with its US$200 million plus acquisition of a leading heavy equipment dealer in Mongolia

Capital Markets and Securities/Debt Offerings, Including Convertible Bonds:

■ Advisor on financial instruments, including derivatives — representation of Bulge Bracket Investment Banks

■ Advisor in respect of IPO financings on various international exchanges, including LSE, SEHK, ASX, SGX, and TSX — representation of issuers and underwriters

■ Advising on listed debt transactions, including MTN programmes on the SGX representing both issuers and underwriters

■ Advisor in connection with the issuance of RMB 1 billion in Notes under Singapore listed USD 5 billion Global Medium Term Notes Program — Government of Mongolia

Taxation, including structuring:

■ Advisor on Mongolian tax compliance issues and tax litigation matters - multiple representations

■ Advisor on the offshore structuring of investment into Mongolia from a Mongolian tax perspective — multiple representations

Energy and Resources:

■ Advisor to Mongolia’s leading petroleum exploration, import, wholesale, transport, storage, and supply companies; representation of Mongolian National and wholly foreign owned companies

■ Advisor to Mongolia’s leading minerals prospecting, exploration, mining, concentration, processing and sales companies — multiple representations

■ Representation of multiple lending consortiums on Tsetsii and Sainshand wind farm projects through financial close

■ Represented a German developer and operator of wind farms in its acquisition of a wind farm in Mongolia with a proposed capacity of 250 MW

Concessions, Public-Private Partnerships, and Infrastructure:

■ Advisor on the first major concessions project in Mongolia — 450 MW Combined Coal Heat and Power Plant Number 5 Project

■ Advisor on a significant rail project for minerals transportation and export — 270 km Southbound Rail Project

■ Advisor on leading Coal-fired Power Generation Complex project — 250 MW Mine Mouth Thermal Power Plant Project

■ Advisor on multiple road projects for commodities transportation and import/export, as well as general road infrastructure — Private and Millennium Challenge Compact (MCC) sponsored projects

Aviation:

■ Mongolian contributor to the Aviation Working Group

■ Representation of multiple offshore aircraft leasing companies and sovereign export credit agencies in connection with the leasing of aircraft to various Mongolian operators

■ Representation of a Mongolian operator in connection with financing issues

Due Diligence and Legal Compliance:

Each year, MahoneyLiotta conducts due diligence investigations on legal entities, land, immovable property, minerals and other licenses and permits, government projects, and other assets, and

renders legal opinions. The transactions typically range between US$ 30,000 — 4 billion.

Litigation and Arbitration

■ Representation of a major lender in connection with a US$44 million suit filed in Mongolian court for collection of receivables from Ulaanbaatar Railway (Mongolian state-owned entity)

■ Representation of Standard Bank in connection with LCIA arbitration case (resulting to date in a preliminary partial award of US$51 million and costs against Erdenet Mining Corporation)

■ Represented a US legal person in connection with a HKIAC arbitration case involving a Mongolian company (resulted in an award of roughly US$5 million)

Real Estate:

Advisor to on-shore and off-shore developers and purchasers of commercial and residential real estate — multiple representations

Labour, Employment, Trade Unions, Health & Safety:

Advisor to leading foreign invested legal entities operating in Mongolia on visas and work permits, labour agreements, and compliance with labour and health and safety requirements under Mongolian law — multiple representations