GCM Mining Corp. entered into a definitive agreement to acquire remaining 55.7% stake in Aris Gold Corporation for approximately $100 million.
The transaction is subject to approval by Aris Gold's shareholders, with greater than 66 2/3% approval threshold and approval of disinterested minority shareholders; approval by GCM's shareholders, with greater than 50% approval threshold; receipt of all required governmental and regulatory approvals including TSX, GCM Management Termination Payments shall have been made, Colombian anti-trust approvals and other customary conditions. Both the GCM and Aris Gold Boards of Directors (other than certain interested directors) have unanimously approved the terms of the arrangement agreement, and all of the directors and officers of both GCM and Aris Gold have entered into binding voting support agreements in favor of the transaction. It is anticipated that both the GCM and Aris Gold shareholder meetings will take place in mid-September 2022, and completion of the transaction is expected to occur promptly thereafter. As of September 19, 2022, Aris Gold and GCM shareholders have approved the transaction. Aris Gold has also received final authorization from the Superintendency of Industry and Commerce (SIC) and the Colombian competition regulator. The transaction is expected to close on September 26, 2022, subject to the satisfaction or waiver of certain customary closing conditions.
Stifel Nicolaus Canada and National Bank Financial, Inc. acted as fairness opinion providers and co-financial advisors to GCM Special Committee and the Board of Directors of GCM. Peter Volk of Wildeboer Dellelce LLP, Proskauer Rose LLP and CLA Consultores S.A.S. are acting as Canadian, US and Colombian legal advisors to GCM, respectively, and the GCM Special Committee has retained Blake, Cassels & Graydon LLP as its independent counsel. BMO Nesbitt Burns Inc and Canaccord Genuity Corp. acted as fairness opinion providers to Aris Special Committee. Canaccord is acting as financial advisor to Aris Gold. Georald Ingborg of Fasken Martineau DuMoulin LLP and Dentons Canada LLP are acting as legal advisors to Aris Gold. Morrow Sodali (Canada) Ltd. acted as proxy solicitation agent to GCM and Laurel Hill Advisory Group, LLC acted as proxy solicitation agent to ARIS. TSX Trust Company acted as transfer agent to GCM. Odyssey Trust Company acted as transfer agent to Aris. BMO Nesbitt Burns Inc. acted as due diligence provider to Aris. Morrow Sodali will be paid a fee of up to $250,000. Aris has agreed to pay Laurel Hill an aggregate fee of CAD 75,000 ($58,362.1253). BMO Capital Markets will be paid a fee of CAD 750,000 ($583,621.253) for its services and additional CAD 750,000 ($583,621.253) in cash upon BMO Capital Markets delivering to the Special Committee its written Formal Valuation and Opinion. BMO Nesbitt Burns Inc. acted as financial advisor to the Aris Special Committee.