New Gold Inc. (New Gold) completed the sale of the Blackwater Project located in British Columbia to Artemis Gold Inc. (Artemis) for consideration consisting of (i) cash payments totalling $190 million, comprising $140 million, which was paid on closing (Initial Payment), and an additional $50 million, payable on the first anniversary of closing; (ii) a gold stream on 8 per cent of gold produced from the Blackwater Project, reducing to 4 per cent of gold production once approximately 280,000 ounces of gold have been delivered to New Gold, at a transfer price equal to 35 per cent of the spot gold price; and (iii) 7,407,407 Artemis common shares with an aggregate value of $34.4 million, based on the closing price of the Artemis common shares on the TSX Venture Exchange on the closing date.
The Initial Payment was funded through the proceeds of a bought deal private placement (Bought Deal Offering) and a non-brokered private placement of subscription receipts by Artemis for aggregate gross proceeds of $175 million. The Bought Deal Offering was conducted by a syndicate of underwriters, co-led by Canaccord Genuity Corp. and BMO Capital Markets (collectively, the Underwriters).
New Gold’s team was led by Sean Keating, its vice president, general counsel and corporate secretary.
Davies Ward Phillips & Vineberg LLP acted as counsel to New Gold with a team that included
Richard Fridman,
Robin Upshall,
Ha Nguyen,
Adam Birnbaum (corporate/M&A),
Scott Hyman,
Todd Wierenga (banking),
Christopher Anderson,
Sharon Ford (tax),
Jim Dinning (competition),
Alexandria Pike (environmental).
Lawson Lundell LLP acted as counsel to New Gold in B.C. with a team that included
Khaled Abdel-Barr,
Patrick Thomson (mining),
Jennifer Nyland (regulatory),
Lana Shipley (indigenous),
Michael Low (corporate/banking),
Ed Wilson (real estate).
Blake, Cassels & Graydon LLP acted as counsel to Artemis with a team that included
Bob Wooder,
Michelle Audet,
Minji Park,
Amir Mirbagheri (corporate/M&A),
Jake Switzer,
Meredith Sawatzky (banking),
Sam Adkins,
Sabrina Spencer (regulatory),
Kevin Zimka (tax),
Greg Umbach,
Mandev Mann (real estate).
Stikeman Elliott LLP advised the Underwriters with a team that included
Neville McClure,
Victor Gerchikov,
Geeth Makepeace.