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2018/19
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LEXPERT 27
MacKay, Kari Goodmans LLP
(416) 597-6282 kmackay@goodmans.ca
Ms. MacKay practises corporate/securities law focusing on M&A, corpor-
ate finance and governance. She advises on international mergers, asset
transactions and multi-creditor financings focused on the mining and natural
resource sector. She has extensive experience at all project stages, project
financing (alternative financing), technical reporting, off-take agreements
and asset dispositions.
MacKay-Dunn, QC, R. Hector Farris, Vaughan,
Wills & Murphy LLP (604) 661-9307 hmackay-dunn@farris.com
Mr. MacKay-Dunn has over 25 years of practice experience and has represented
both junior and senior mining clients throughout his career, investment banks
and investors in public and private domestic and international financings,
mergers & acquisitions, tender offers and joint ventures. He is recognized by
Lexpert® as a leading US/Canada Cross-Border Corporate Lawyer in Canada.
Mahony, Dennis E. Torys LLP
(416) 865-8214 dmahony@torys.com
As the head of Torys' Environmental, Health and Safety practice and the co-
Chair of our Climate Change group, Mr. Mahony assists our mining clients with
permitting, regulatory compliance, litigation, diligence and transaction advice.
May, Neill I. Goodmans LLP
(416) 597-4187 nmay@goodmans.ca
Mr. May's practice focuses on public and private M&A, financings and re-
structurings in mining and other industries. He is Co-Chair of the Corporate
Securities Group at Goodmans, a former member of the TSX Listing Advisory
Committee and OSC Securities Advisory and Small Business Advisory Com-
mittees, and a former adjunct professor at the U of T Faculty of Law.
McGlaughlin, Grant E. Fasken Martineau DuMou-
lin LLP (416) 865-4382 gmcglaughlin@fasken.com
Mr. McGlaughlin is a corporate and securities lawyer who focuses on mergers
& acquisitions, corporate finance, governance and compliance. He advises
investors, boards, special committees, issuers and underwriters. He is a fre-
quent author and speaker on various topics in the areas of corporate finance,
mergers & acquisitions, and mining.
McVicar, James G. Peterson McVicar LLP
(416) 863-4394 jmcvicar@petelaw.com
Mr. McVicar assists natural resource clients from Canada and around the
world with finance, mergers & acquisitions, corporate governance, joint
ventures, option agreements and on a range of commercial matters including
streams, offtakes and royalties. He was legal counsel at the Ontario Secur-
ities Commission (OSC) for three years and subsequently was on the OSC's
Securities Advisory Committee.
tion and has a lot of exploration potential.
LEXPERT: Can you give me a sense of how this
deal came about? Had the Silvertip mine been on
Coeur's radar for a while?
MacKay: Like many senior producers, Coeur is
always looking for growth pipeline opportuni-
ties. ey regularly look at a variety of opportuni-
ties and sometimes spend many years looking at
an asset. In this instance, although there were the
inevitable starts and stops in early discussions, the
process moved along at a relatively quick pace once
negotiations began in earnest. Coeur has been in-
volved in a number of Canadian transactions over
the years and is very happy to have a physical pres-
ence, as well as its significant investor presence, at
this time.
LEXPERT: ere were several elements to this
deal, including the cash-and-share considerations,
assumption of debt and additional contingent
payments of up to US$50 million. Why was the
deal structured in this way?
MacKay: e diverse forms of consideration of-
fer the best opportunity to both the purchaser
to get good value for its money, and for the sell-
ers to leverage potential of the asset and maintain
exposure to future expansions. e milestone pay-
ments are objective opportunities to recognize fu-
ture potential with limited risks to Coeur. Taking
a portion of the consideration in stock diversifies
the holdings of JDS shareholders while maintain-
ing their exposure to this great asset.
LEXPERT: How large a role did the environmen-
tal aspect play in the due diligence process?
MacKay: Environmental protection is of critical
importance to Coeur not only in its diligence
process, but throughout its tenure with any pro-
ject. Coeur spent a lot of time considering the
environmental risks of the intended operations
and assured itself as to the historical activities
of prior operators. As in any mining operation,
there are a number of specific environmental
matters that continue to be monitored at the Sil-
vertip mine so that Coeur may continue sound
environmental stewardship.
LEXPERT: As a corollary to that, how much fur-
ther discussion was required with First Nations
stakeholders? Do you expect more consultations
going forward?
Keith Bergner (Lawson Lundell LLP, for Coeur in
British Columbia): ere is an existing agreement
in place with the Kaska Nation, and the parties
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