The Lexpert Special Editions profiles selected Lexpert-ranked lawyers whose focus is in Corporate, Infrastructure, Energy and Litigation law and relevant practices. It also includes feature articles on legal aspects of Canadian business issues.
Issue link: https://digital.carswellmedia.com/i/1480531
32 www.lexpert.ca Big Deals COMPILED BY ZENA OLIJNYK AND KIEZZSA CRUZ > MINING DEALS NORONT SELLS TO WYLOO METALS FOR US$600 MILLION CLOSING DATE: APRIL 7, 2022 On April 7, 2022, Noront Resources Ltd. completed its sale to Wyloo Metals for over US$600 million, following a five- month-long bidding war between Wyloo Metals and BHP. Wyloo Metals acquired all of Noront's outstanding common shares that it did not already own by way of a statutory plan of arrangement under the Business Corporation Act (Ontario). At stake was Noront's early-stage Eagle's Nest nickel and copper deposit in the "Ring of Fire" in northern Ontario. As one of the largest undeveloped, high-grade nickel sulphide deposits in the world, Eagle's Nest has the potential to trans- form Ontario into a leading producer of battery materials. e Ring of Fire is richly endowed with nickel, copper, cobalt, plat- inum group elements (PGEs), chromite, titanium, and vanadium. e bidding war between Wyloo Metals and BHP demonstrated the urgency to secure an adequate supply of battery metals ahead of an imminent surge in demand for electric vehicles. Noront is a Toronto-based mining company that was formerly listed on the TSX Venture Exchange. Wyloo Metals is the metals and mining subsidiary of Tattarang, one of Australia's largest private investment groups. It manages a diverse portfolio of exploration and development projects and cornerstone interests in a number of public companies. Bennett Jones LLP acted as counsel for Noront, with a team that included Linda E. Misetich Dann, Sander Grieve, and Andrew Disipio (Corporate, M&A, Securities, Capital Markets + Mining); Jeff Kerbel, Olivier Caron, and Yohanna Laurensia (Corporate, M&A + Securities); Zee Derwa and Adam Kalbfleisch (Competition); Phil Ward (Tax); Rob Staley and Ian ompson (Litigation + Shareholder Activism); and Simon Grant (Banking + Finance). McCarthy Tétrault LLP acted as counsel for Wyloo Metals, with a team led by Shea T. Small, which included Gary Litwack, Claire Lehan, Iris Li, Mitchell Lui, Dan Bornstein, Ian Mak, and Zachary Masoud (Business); Wendy Berman and Akiva Stern (Litigation); Kim Brown (Tax); and Jason Gudofsky and Erin Keogh (Foreign Investment). Blake, Cassels & Graydon LLP acted as counsel for BHP, with a team that included John Wilkin, Richard Turner, Jeff Lloyd, and Liam Churchill. MARATHON GOLD CLOSES CREDIT FACILITY FOR THE VALENTINE GOLD PROJECT CLOSING DATE: MARCH 31, 2022 In March 2022, Marathon Gold Corporation ("Marathon") closed a 6.5-year, US$185- million term loan credit facility with Sprott Private Resource Lending II (Collector-2), LP ("Sprott"). e senior secured term loan facility matures on June 30, 2028, and will be funded into a debt proceeds account in two tranches, those being US$125 million as of March 31, 2022, and US$60 million on December 30, 2022, with releases from the debt proceeds account being subject to the satisfaction of certain conditions precedent. Marathon, a Toronto-based gold company, will use the financing to advance its 100-percent-owned Valentine Gold Project located in Newfoundland and Labrador, one of the top mining jurisdictions in the world. Upon completion, the Valentine Gold Project will be the largest gold mine in Atlantic Canada and a key contributor to the economy of Newfoundland and Labrador. Norton Rose Fulbright Canada LLP acted as lead counsel for Marathon on its term loan credit facility. The team was led by A lison Babbitt (Ottawa) and included Michael Cockburn (Ottawa); Barry Segal (Toronto); and Meaghan Farrell, Meghan Fougere, and Ethan Sinclair (all Ottawa). Stewart McKelvey ser ved as NL counsel to Marathon. DLA Piper (Canada) LLP ser ved as lead counsel to the lender. Cox & Palmer LLP ser ved as NL counsel to the lender. CAPSTONE MINING AND MANTOS COPPER (BERMUDA) COMBINE TO CREATE CAPSTONE COPPER CLOSING DATE: MARCH 23, 2022 On March 23, 2022 , Capstone Mining Corp. ("Old Capstone") completed its business combination with Mantos Copper (Bermuda) Limited ("Mantos"). Concurrent with the closing of the transaction, Mantos has been renamed Capstone Copper Corp. ("Capstone Copper"), and will remain headquartered in Vancouver, British Columbia. The transaction was valued at $1.1 billion. Old Capstone became a subsidiary of Capstone Copper by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which, among other things, each issued and outstanding common share of Capstone has been exchanged for one newly issued common share of Capstone Copper, which together represent 60.2 percent of the issued and outstanding common shares of Capstone Copper. As at closing, the former shareholders of Mantos will maintain their shareholding in Capstone Copper, repre-