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Golden Minerals Company and ECU Silver Mining announce merger to create new silver mining company

Fasken
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Golden Minerals Company

On September 2, 2011, Golden Minerals Company ("Golden Minerals") and ECU Silver Mining Inc. ("ECU") completed a plan of arrangement under Québec's new Business Corporations Act, a first since the adoption of such legislation. The arrangement, which was valued at approximately $600 million at the time of announcement, represented a "merger of equals" between ECU, a mineral exploration company listed on the Toronto Stock Exchange ("TSX"), and Golden Minerals, a mineral exploration company listed on the NYSE Amex and the TSX, with a view to creating a new leading junior silver mining company with a diversified portfolio of assets in Mexico and South America. Under the plan of arrangement agreed upon by the two corporations pursuant to an arrangement agreement entered into on June 24, 2011, holders of common shares, options and warrants of ECU exchanged their respective ECU securities for similar securities of Golden Minerals, with holders of common shares also receiving $0.000394 in cash for each ECU share. Upon completion of the arrangement, former holders of ECU securities held, on a fully diluted basis, approximately 55 per cent of the outstanding Golden Minerals stock, assuming that all outstanding options and warrants of ECU would have been exercised prior to the closing of the arrangement, and ECU became a wholly owned subsidiary of Golden Minerals. Golden Minerals was advised by a team of Fasken Martineau lawyers team that included John Sabetti, Daniel Batista, Krisztián Tóth, Daniel Fuke and Andrew Teehan (corporate and securities) and Mitchell Thaw (tax).

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