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Guyana Goldfields Inc. acquired by Zijin Mining Group Co., Ltd. for aggregate proceeds of C$323 million

Fasken
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Guyana Goldfields Inc.

On August 25, 2020, Guyana Goldfields Inc. (the "Company") completed a statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act with Zijin Mining Group Co., Ltd. ("Zijin"), pursuant to an arrangement agreement dated June 11, 2020 (the "Arrangement Agreement") among the Company, Zijin and an indirect wholly-owned subsidiary of Zijin. 

Pursuant to the Arrangement, Zijin's subsidiary acquired all of the issued and outstanding common shares of the Company not already owned by it for consideration of C$1.85 in cash per share, valuing the Company at C$323 million.

Concurrent with entering into the Arrangement Agreement, the Company entered into a loan agreement (the “Loan Agreement”) with Gold Mountains (H.K.) International Mining Company Limited, a Zijin affiliate (the “Lender”), pursuant to which the Lender agreed to lend the Company up to US$30 million to fund ongoing operations of the Aurora gold mine and to fund other liquidity needs of the Company.

The transaction with Zijin followed what amounted to a public bidding process for the Company involving multiple competing transactions.

On April 27, 2020, Silvercorp Metals Inc. (“Silvercorp”) and the Company had entered into a definitive agreement whereby Silvercorp would acquire all of the issued and outstanding shares of the Company for C$0.60 in cash or 0.1195 of a Silvercorp common share per Company share, subject to a maximum cash consideration of C$33.2 million. 

On May 11, 2020, Gran Colombia Gold Corp. announced that it had submitted a proposal to the Company to acquire all the issued and outstanding Company shares at an exchange ratio of 0.142 Gran Colombia shares for each Company share, which transaction would have been conditional upon the concurrent acquisition by Gran Colombia of Gold X Mining Corp.

On May 13, 2020, Zijin made an unsolicited, all-cash proposal to acquire all of the issued and outstanding Company shares at C$1.10 per share and proposed a US$30 million interim loan facility.  

The agreement with Silvercorp was subsequently amended to provide for consideration of C$1.30 per Company share. Subsequent to this amendment, Zijin increased its offer to C$1.85 cash per Company share. Thereafter, the Company terminated its agreement with Silvercorp, paid to Silvercorp a C$9 million contractual termination fee and entered into the Arrangement Agreement and Loan Agreement. 

Fasken advised Guyana Goldfields in connection with this transaction with a team comprised of Brian Graves, Bradley Freelan, Tom Meagher, Justine Connors, Florind Polo, Laura Konkel, Virginia Schweitzer, Gurinder Gujral, Ryan Kleinman, Jake Woloshyn, Ron Nobrega, Brad Moore, Huy Do and Andrew House.

Jurisdiction

  • Ontario

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