Thomson Geer is pleased to be advising gold company Genesis Minerals Ltd (ASX:GMD) on its merger with mining neighbour St Barbara Ltd (ASX:SBM) to form a leading Australian gold company to be called Hoover House.
The new company will bring together the assets and operations of both companies that are located in the Leonora District goldfields of Western Australia. The merger will be effected via a scheme of arrangement under which St Barbara will acquire 100% of the shares in Genesis.
Thomson Geer also assisted Genesis with its concurrent A$275 million conditional capital raising, which is being conducted by Australian superannuation fund AustralianSuper and Resource Capital Funds VII LP.
Thomson Geer assisted with:
- due diligence on St Barbara and its projects, financing arrangements, tenement good standing etc.;
- negotiating the structure of the transaction (e.g. pricing, treatment of securities, demerger of certain St Barbara assets);
- drafting of the transaction documents, including the Scheme Implementation Deed, Scheme of Arrangement and Deed Poll;
- assisting with the capital raising, including the drafting of subscription agreements with cornerstone investors;
- assisting with the drafting of all ASX announcement documents; and,
- advising the Genesis Board on the legal aspects of the transaction.
The Thomson Geer team consisted of Partners Michael Ng and Scott Gibson, Associate Wydren Png and Lawyer Sarah Urquhart. They were supported by Special Counsel Cameron Bill, Senior Associate Chris Seotis and Partner Jae Lemin.