Cassels, McCarthy Tetrault, Torys, Norton Rose Fulbright, Fasken among legal counsel
Deal: Allied Gold partners with UAE-based Ambrosia to develop Mali mine
Value: $540.5 million (US$375 million)
Allied Gold’s partnership with United Arab Emirates- (UAE-) based Ambrosia to develop a Mali-based mine operations headlines this week’s major deals roundup. Cassels, McCarthy Tetrault, Torys, Norton Rose Fulbright, and Fasken are among the legal counsel involved.
Allied Gold Corporation has entered into a strategic partnership with Ambrosia Investment Holding, headquartered in the United Arab Emirates (UAE), selling a 50 percent stake in its Sadiola gold mine, in Mali, for approximately $540.5 million (US$375 million). The deal includes an upfront payment of US$145 million and a deferred payment of US$230 million.
As part of the agreement, Ambrosia invested $156.6 million in a private placement, acquiring a 12 percent stake in Allied Gold, with the option to increase its holdings to 19 percent through market purchases. The partnership also includes a renewable energy initiative aimed at reducing operational costs and improving environmental sustainability at the Sadiola mine.
Cassels Brock & Blackwell LLP and Hogan Lovells International LLP are serving as the legal counsel to Allied Gold, with Stifel Nicolaus Canada Inc. and National Bank Financial Inc. as financial advisors.
McCarthy Tétrault LLP and A&O Shearman are serving as the legal counsel to Ambrosia, with SCP Resource Finance LP as financial advisor.
“We are delighted with the formation of this strategic alliance and to partner with such influential persons who have a similar understanding and appreciation of Sadiola and the Republic of Mali,” said Allied Gold chairman and CEO Peter Marrone. “Our approach is to establish rapport and build relationships in the countries in which we operate. Our new partners are similarly minded and have experiences in the country that complement ours. We were also impressed with the commitment of the Government of The United Arab Emirates in Africa at large and the Republic of Mali specifically. This is an impressively unique transaction in that it brings together a Canadian company whose management has significant experience and engagement in the country and whose operational competence and experience is tier one, with individuals with comparable in-country experience and bringing a unique and very well-priced power solution to Sadiola which will reduce costs and create a better, longer life operation.”
“We have been looking for some time at establishing an alliance with a high-quality precious metals mining company,” said Ambrosia chairman Ahmed Amer Al Amry. “We have found that in Allied Gold with its impressive portfolio of assets and management team. With the support of the United Arab Emirates government and given our familiarity with the country, we will work cooperatively with the Republic of Mali government, side by side with our partner Allied Gold, to realize, maximize, and expedite the inherent significant value in Sadiola.”
Upon deal completion, Allied Gold will remain the operator of the Sadiola mine.
The private placement is expected to close on or about March 17, 2025, subject to certain closing conditions.
Exchange Income Corporation (EIC), a diversified company specializing in aerospace, aviation, and manufacturing, has signed an agreement to acquire Bradley Air Services Limited, operating as Canadian North, for $205 million. The purchase will be financed through the issuance of $10 million in EIC common shares to the vendors and $195 million in cash from EIC's credit facility.
Torys LLP is serving as legal counsel to EIC while Norton Rose Fulbright Canada LLP represented Canadian North.
Canadian North provides essential passenger and cargo services to 24 remote Arctic communities in Nunavut and the Northwest Territories, operating from southern gateways in Ottawa and Edmonton.
The acquisition excludes the Montreal to Kuujjuaq route, which will be maintained by one of the vendors, Makivik Corporation.
“EIC’s success in the North has been no accident,” said EIC president Carmele Peter. “We understand what makes business in the North successful: the customers. It is important to understand the uniqueness of the environment and the essential nature of the services we offer to the constituents in these regions. We know this understanding is at the foundation of a successful airline in the North and that’s why we work relentlessly to forge relationships with our customers. We have a longstanding positive relationship with the Government of Nunavut and will look to further enhance our relationship as the preeminent provider of this valuable service throughout the entire region. We are all aligned that it is in the best interests of the constituents to have stable and reliable air transportation services in this region.”
“We are more than just a mode of transportation; we are a lifeline connecting families, we facilitate critical commerce and trade for the nation, and we support the unique needs of the North”, said Canadian North president and CEO Shelly De Caria. “I am from the North; I believe in the potential of the North and I recognize that the North is critical to the future of our country. Having a strong parent company with roots in Northern aviation is critical to our success. We are looking forward to being part of the EIC family, knowing they are committed to investing in Canadian North to deliver exceptional services and to further grow our business.”
The deal is expected to close by late 2025, pending regulatory approvals and customary closing conditions.
CDPQ has entered into a definitive agreement to acquire Innergex Renewable Energy Inc. in an all-cash transaction valued at $13.75 per common share. Preferred shareholders will receive $25.00 per share, plus accrued dividends, with Series A preferred shareholders receiving additional cash equal to dividends payable until January 15, 2026.
Fasken Martineau DuMoulin LLP is serving as the legal counsel to CDPQ, with TD Securities and Moelis & Company LLC as financial advisors.
McCarthy Tétrault LLP is serving as the legal counsel to Innergex, with BMO Capital Markets and CIBC Capital Markets as financial advisors. Norton Rose Fulbright Canada LLP is acting as the legal counsel to the special committee, with Greenhill & Co. Canada Ltd. as an independent financial advisor.
The offer represents a 58 percent premium to Innergex’s last closing price and an 80 percent premium to its 30-day volume-weighted average price (VWAP). Hydro-Québec, Innergex’s largest shareholder with a 19.9 percent stake, and the company’s board of directors have both expressed support for the acquisition. Innergex’s CEO and CFO have also committed to reinvesting at least $15 million into the privatized company. CDPQ will finance the transaction and debt repayment through cash on hand and a fully underwritten $1.2 billion senior financing led by TD Securities.
“We are proud to support Innergex as it embarks on this new chapter, guided by a long-term vision, access to capital, and a desire to seize growth opportunities,” said CDPQ Executive Vice-President and Head of Infrastructure Emmanuel Jaclot. “This investment perfectly illustrates our constructive capital approach and the achievement of our dual mandate: while aiming for optimal returns, we are committed to supporting essential companies headquartered in Quebec, such as Innergex, which plays a key role in the energy transition and autonomy.”
“As we transition from a publicly traded company to a private entity, this change marks an exciting new chapter in our journey,” said Innergex president and CEO Michel Letellier. “This move allows us to leverage their resources and expertise, while continuing to operate from our Longueuil head office, which will remain at the heart of our global operations. This is great news for all parties involved, as it provides the stability and flexibility to achieve our goals without the distractions of market volatility. Our core mission of creating a better world with renewable energy remains unchanged, including our shared prosperity approach with Indigenous and local communities.”
The deal is expected to close by mid-2025, subject to regulatory approvals and other customary closing conditions.