Torys, Osler, Bennett Jones also in this week’s deals roundup
Deal: G Mining Ventures and Reunion Gold merger to create gold industry key player
Value: $875 million
Blakes, Stikeman Elliott, Norton Rose Fulbright, and Dentons acted as counsel in two notable deals in the mining industry – the $875 million merger of G Mining Ventures and Reunion Gold and Energy Fuels’ $331 million acquisition of Base Resources. Also in this week’s deals roundup are Torys, Osler, and Bennett Jones as legal advisors.
G Mining Ventures Corp. (GMIN) and Reunion Gold Corporation (RGD) have agreed to merge, creating a leading intermediate gold producer, in a deal valued at approximately $875 million.
After the merger, GMIN and RGD shareholders will respectively own approximately 57 percent and 43 percent of the new company. Significant investments of $25 million each from La Mancha and Franco-Nevada will also support the transaction.
Blake, Cassels & Graydon LLP is serving as legal counsel, and RBC Capital Markets as financial advisor, to GMIN. Stikeman Elliott LLP is serving as legal counsel, and SCP Resource Finance as financial advisor, to RGD. Norton Rose Fulbright Canada LLP is serving as legal counsel to La Mancha.
The deal includes RGD’s Oko West Project in Guyana. RGD shareholders will receive $0.65 per share, a 29 percent premium, and additional shares in a new entity, SpinCo, which will manage RGD's non-Oko West assets and be funded with $15 million by GMIN.
This merger capitalizes on GMIN’s experience in the Guiana Shield, enhancing its ability to execute projects, notably the Tocantinzinho Gold Project slated for commercial production in late 2024. The revenue from this project is expected to accelerate the development of Oko West. The focus of the merged entity will be on the Americas, with aspirations to become a key player in the gold industry.
After the merger, GMIN and RGD shareholders will respectively own approximately 57 percent and 43 percent of the new company. Significant investments of $25 million each from La Mancha and Franco-Nevada will also support the transaction.
The merger is expected to close in the third quarter of 2024, pending shareholder and regulatory approvals.
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Energy Fuels Inc., a top U.S. producer of uranium and rare earth elements (REEs), has finalized a Scheme Implementation Deed to acquire all shares of Base Resources Limited for approximately $331 million (A$375 million). The acquisition, structured through a scheme of arrangement under Australia’s Corporations Act, offers Base Resources shareholders 0.0260 Energy Fuels common shares and $0.057 (A$0.065) per share in cash as a special dividend.
Advising Energy Fuels on the deal are BMO Capital Markets and SCP Resource Finance for financial aspects, with Dentons Canada LLP, Dentons Australia Limited, and Dorsey & Whitney LLP serving as legal counsel. Base Resources has enlisted Azure Capital for financial advice and Herbert Smith Freehills for legal counsel.
The transaction centers on Base Resources’ Toliara project in Madagascar, known for its large-scale heavy mineral sands and Monazite production—a key source of REEs used in clean energy and EVs. The integration will bolster Energy Fuels' position in REE oxide production, leveraging the Monazite byproduct from Toliara's existing Ilmenite and Zircon operations. This strategic move is set to provide Energy Fuels with a long-term, low-cost REE and uranium source, enhancing their U.S. production capabilities.
The deal is expected to close in the third quarter of 2024, pending necessary approvals.
BearCom, a leading North American integrator of voice, security, and data solutions, has announced its acquisition of The Surveillance Shop (TSS), a Calgary-based security integrator. The transaction value was not disclosed.
Norton Rose Fulbright LLP and Shumaker, Loop & Kendrick, LLP are serving as Canadian and US legal counsel, respectively to BearCom, while Ernst & Young is acting as financial advisor. Bennett Jones LLP is serving as legal counsel to TSS.
Founded in 1999 and based in Calgary, TSS offers a range of security solutions, including camera systems, intrusion alarms, and access control, serving customers in Canada and the U.S.
BearCom CEO Les Fry said, “TSS' integrity and technical leadership across the spectrum of security solutions are incredible additions to our team. TSS accelerates BearCom's vision of providing comprehensive solutions to meet customers' needs across mission-critical voice, security, and data solutions.”
“We are delighted that BearCom recognized the mission-critical security offerings TSS provides across North America, and we look forward to the growth opportunities this combination creates,” said TSS CEO and Founder Curtis Dyck. “By joining the BearCom family, our customers and employees gain access to BearCom's broad product, service, and solution offerings alongside significant geographical reach.”
This acquisition, BearCom’s first since receiving investment from Siris in December 2023, is part of its strategy to expand its video security, access control, and wireless capabilities, particularly in Canada.
TorQuest Partners, a private equity firm based in Toronto and established in 2002, recently celebrated a passive, minority investment by RidgeLake Partners. RidgeLake, advised by OA Private Capital and Apogem Capital, specializes in acquiring non-control equity stakes in mid-market private equity firms. This strategic investment will furnish TorQuest with enduring capital to bolster its continuous growth without altering its investment procedure or daily operations.
Colchester Partners was the financial advisor, while Kirkland & Ellis LLP and Torys LLP provided legal counsel to TorQuest. RidgeLake was advised legally by Gibson, Dunn & Crutcher LLP and Osler, Hoskin & Harcourt LLP.
TorQuest Founder and Senior Managing Partner Brent Belzberg said, “RidgeLake's strategic investment is an important part of a broader, long-term succession plan that is presently underway at TorQuest.”
“RidgeLake affiliates have been investing with TorQuest since 2013 and have been trusted partners throughout the last decade,” said TorQuest Co-Founder and Managing Partner Eric Berke said. “We appreciate the high degree of stability and continuity this partnership and their investment will provide for our firm, team, and limited partners, while ensuring Brent and I remain fully engaged – and invested – in TorQuest's value creation strategies.”
RidgeLake Partners Co-Head Todd Milligan said, “We believe TorQuest's strong reputation within the Canadian business community and their longstanding relationships will continue to drive strategic value for entrepreneurs, business owners, management teams, and investors.”
In a related development, TorQuest announced the final closing of its TorQuest Partners Fund VI in December 2023, securing $2.1 billion, surpassing its $1.75 billion target. This fund will continue TorQuest’s strategy of driving value through strategic partnerships with management teams.
