BLAKE DAWSON Waldron, and QLegal advised on the $73 million proposed merger of Emperor Mines and Intrepid Mines, which was agreed between the companies’ two boards last week.
Intrepid was advised by Perth firm QLegal and Canadian firm Gardiner-Roberts.
Under an agreement signed by the boards of the two companies last week, the proposed scheme of arrangement will see the new entity become just Intrepid Mines Ltd. This will be listed on the Toronto Stock Exchange and the ASX, and Emperor’s controlling shareholder will divest its 78.7 per cent stake before the deal goes ahead.
“This transaction has been significantly complicated as a result of … DRDGold announcing its intention to refocus its attention on opportunities in South Africa and realise its investment in Emperor,” said lead partner Richard Flynn.
Intrepid will hold Paulsens gold mine in Western Australia, Casposo gold/silver development project in Argentina, advanced exploration projects at Taviche in Mexico and the Tujuh Bukit Project in Java, Indonesia.
Blakes advised on the corporate aspects of the merger, the disclosure obligations for the sell-down by DRDGold, as well as preparing the transaction documents.
“The transaction has only reached the execution stage due to the concerted efforts by our team, the in-house legal team of Emperor and the Emperor management team’s strong desire to secure this significant opportunity for its shareholders,” added Flynn.
The two boards said the merged company would benefit from the skills and international experience of the combined management teams.
The merged company’s head office will be in Brisbane and the capital markets and the Americas exploration office will be located in Toronto.
The deal is expected to complete by January, subject to several conditions including Emperor having at least $54 million in surplus net cash prior to the second court hearing to approve the scheme, and approval from Emperor and Intrepid shareholders, at a meeting set for early-December.