WWW.LEXPERT.CA
|
2017/18
|
LEXPERT 33
Jana acted as Chilean counsel. Clayton
Utz's Stuart MacGregor, Jon Prentice and
Johnson Lo acted as Australian counsel.
Lennox Paton acted as British Virgin Is-
lands counsel with a team including Rob-
ert McIntyre and Fiona Forbes. Pellerano
& Herrera acted as Dominican Republic
counsel with a team including Paloma Grul-
lón and Luis Pellerano.
Gold Fields's in-house team consisted of
Alan Gibson, Vice President, Head of Legal,
Corporate Development, and Laura Noon-
an-Crowe, Senior Legal Counsel. Fasken
Martineau DuMoulin LLP acted as Ca-
nadian counsel with a team including Brian
Graves, Myroslav Chwaluk, Doug New and
Christopher Steeves. Gonzalo Grez of Ca-
riola Diez Perez-Cotapos & Cía acted as
Chilean counsel. Cora Miller of Conyers
Dill & Pearman represented Gold Fields
in the British Virgin Islands. Warman &
Goldblatt acted as Australian counsel with
a team including Lauren Goldblatt, Tim
Warman and Michael Georgiou.
ORLA MINING COMPLETES
$95M COMBINATION WITH
PERSHIMCO RESOURCES
On December 6, 2016, Orla Mining Ltd.
(Orla) completed an amalgamation by way
of a plan of arrangement with Pershimco Re-
sources Inc. (Pershimco) under the Canada
Business Corporations Act. e new com-
pany, which will continue to operate under
the name "Orla Mining Ltd." (NewCo), will
focus on continued exploration and develop-
ment of the Cerro Quema project located in
Panama and intends to seek further growth
opportunities in the Americas.
In connection with the completion of
the transaction, the proceeds of Orla's
previously completed $50-million private
placement of subscription receipts released
from escrow and the underlying common
shares were issued.
e common shares of NewCo com-
menced trading on the TSX Venture Ex-
change under the symbol "OLA" on Decem-
ber 7, 2016.
Following closing, approximately 53.1 per
cent of the common shares of NewCo are
held by former shareholders of Orla and 46.9
per cent of the common shares of NewCo
are held by former shareholders of Pershim-
co. Additionally, NewCo has approximately
LEXPERT-RANKED LAWYERS
Wright, J. Craig Osler, Hoskin & Harcourt LLP
(613) 787-1035 cwright@osler.com
Mr. Wright focuses on corporate finance and M&A. He advises Canadian
and foreign companies, investors and underwriters on private and public
company matters, and on all aspects of Canadian securities regulation.
Zinkhofer, Bernhard J. McMillan LLP
(604) 691-7483 bernhard.zinkhofer@mcmillan.ca
Mr. Zinkhofer's mining practice involves companies with operations
ranging from grassroots exploration to seasoned producers covering all
aspects from title, joint operation agreements, project financing, senior
debt and equity financing and M&A. He has acted for many TSX
and NYSE MKT issuers, several with international operations.
11.44 million class A shares issued and out-
standing, which are all held by former share-
holders of Pershimco. Each class A share will
entitle its holder to receive, without payment
of additional consideration, one common
share of NewCo conditional upon the issu-
ance of a ministerial resolution by the Min-
istry of Environment of Panama, accepting
the Environmental and Social Impact Study
(ESIA) for the Cerro Quema project on or
prior to January 31, 2017.
If a ministerial resolution accepting the
ESIA for the Cerro Quema project is not re-
ceived prior to January 31, 2017, the right to
receive NewCo common shares will termi-
nate and the class A shares will be automati-
cally cancelled.
Cassels Brock & Blackwell LLP acted
for Orla with a team that included Jen Han-
sen, Lindsay Clements, Alexis Bowie and
Jennifer Poirier (M&A, securities and min-
ing), Kristin Taylor (employment) and Chris
Norton (tax).
BCF LLP acted as Québec counsel to Orla
with a team consisting of Michel Rochefort,
Gilles Seguin, Gary Rivard and Johanne
Bérubé (M&A, securities and mining), Nan-
cy Boyle and Kevin Vincelette (employment).
Neal, Gerber & Eisenberg LLP acted as
United States legal advisor to Orla with a
team led by John Koenigsknecht (M&A, se-
curities and mining), which included David
Stone (M&A, securities and mining), Beth
Rosner and Carrie Oswald (M&A and secu-
rities) and Jeffrey Shamberg (tax).
Séguin Racine, Attorneys, represented
Pershimco with a team consisting of Pierre-
Hubert Séguin, Éric Archambault, Angela
Kosciuk, Stéphane Palardy, Lara Malewski
and Louis-Philippe Lacasse (M&A, securi-
ties and mining), Anne-Carole Turgeon
(tax) and Céline Tessier (litigation/business
law). Dentons Canada LLP acted as legal
counsel to Pershimco's special committee
with a team that included Carole Turcotte,
Charles Spector and Ralph Shay.
Peter McArthur of Miller omson
LLP advised Primary Capital Inc., financial
advisor to Pershimco's special committee.
Bennett Jones LLP represented the
agents of Orla Mining Ltd., led by GMP
Securities L.P. in connection with Orla's
$50-million brokered private placement
of subscription receipts. e Bennett Jones
team comprised Norman Findlay, Aaron
Sonshine, Christopher Doucet and Wil-
liam Edwards.
SPROTT RESOURCE
AND ADRIANA RESOURCES
COMPLETE BUSINESS COMBINATION
AND EQUITY FINANCINGS
On February 9, 2017, Sprott Resource Corp.
(SRC) and Adriana Resources Inc. (now re-
named Sprott Resource Holdings Inc.) (the
Company) completed a business combina-
