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Minters acts on cross-border demerger
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Minters acts on cross-border demerger

Minter Ellison has acted for Mineral Deposits on a demerger following an announcement in August this year that the business intended to separate its two core assets, namely the Sabodala gold…

Minter Ellison has acted for Mineral Deposits on a demerger following an announcement in August this year that the business intended to separate its two core assets, namely the Sabodala gold project and the Grande Côte mineral sands project.

Under the arrangement, the Sabodala gold project will be transferred to a new Canadian company, Teranga Gold, to be dual-listed on the Toronto Stock Exchange (TSX) and ASX.

The demerger involved the transfer of the Sabodala gold assets in Senegal in consideration for the issue of new shares in Teranga and the payment of deferred cash consideration to Mineral Deposits, with not less than 80 per cent of the shares in Teranga held by Mineral Deposits to be distributed in specie to Mineral Deposits' shareholders.

The demerger, which required the approval of Mineral Deposits' shareholders, was completed in November 2010, with the in specie distribution of Teranga Gold shares to Mineral Deposits' shareholders (and a consolidation of their Mineral Deposits shares) occurring in early December 2010.

Teranga Gold undertook concurrent IPOs in Canada and Australia as part of its proposal to dual-list on the TSX and ASX. The IPOs were fully subscribed and Teranga Gold listed on TSX on 7 December 2010 and ASX on 10 December 2010.

The lead partner on the deal was Marcus Best, who was assisted by David and Adrian Varrasso.

Canadian firm Stikeman Elliott LLP advised Mineral Deposits and Teranga Gold on Canadian legal matters pertaining to the Mineral Deposits demerger and the Canadian IPO and listing of Teranga Gold on the TSX.

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