Shore Gold Inc. and Kensington Resources Ltd. completed a merger transaction, effective October 28, 2005, to create a consolidated diamond exploration and development company with a market capitalization of approximately $885 million at the time of closing ($1.36 billion now). The consolidated company has a significant interest in most of the currently known Fort à la Corne (FALC) kimberlites in Saskatchewan, holding a 100 per cent interest in the Star Kimberlite, which has over 240 million tonnes of kimberlite, plus a 42.245 per cent interest in the FALC property, which has interest in 63 kimberlite bodies including over 369 million tonnes of kimberlite with 35 million carats identified to date.
The merger was accomplished by way of a statutory plan of arrangement, which was approved by the securityholders of Kensington on October 21, 2005, and was approved by the Supreme Court of the Yukon Territory on October 28, 2005. Pursuant to the plan of arrangement, Kensington amalgamated with a wholly-owned subsidiary of Shore and all of the issued and outstanding common shares of Kensington were transferred to Shore in consideration for the issuance by Shore of 0.64 of a common share of Shore for each Kensington common share. All of the outstanding options and warrants to acquire common shares of Kensington were transferred to Shore and the former holders thereof received options and warrants to purchase common shares of Shore, and all outstanding broker warrants of Kensington were adjusted in accordance with their terms to entitle their holders to purchase securities of Shore.
Shore was represented by Bennett Jones LLP with a team that included Garnet Schulhauser, Brad Markel and Lisa Ricketts (securities/corporate), Tony Friend, Q.C., (litigation) and Mike Ryer and Anu Nijhawan (tax). Skadden, Arps, Slate, Meagher & Flom LLP was special US counsel to Shore with a team that included Riccardo Leofanti and Eric Spindel (securities/corporate) and Sally Thurston (tax). Gareth Howells of Campion Macdonald was Yukon counsel to Shore.
Kensington was represented by McCullough O'Connor Irwin LLP with a team that included Jonathan McCullough, Gillian Case, James Beeby and Mia Bacic (securities/corporate). The special committee of the board of directors of Kensington was represented by Lawson Lundell LLP with a team that included Tony Ryan and Nathan Daniels (securities/corporate). Len Glass of Lawson Lundell also advised Kensington with respect to tax matters. Austring, Fendrick, Fairman & Parkkari was special Yukon counsel to Kensington with a team that included Greg Fekete (corporate) and Peter Morawsky (litigation). Dorsey & Whitney LLP was special US counsel to Kensington with a team that included Randal Jones and Kenneth Sam (securities) and John Hollinrake (tax).
The merger was accomplished by way of a statutory plan of arrangement, which was approved by the securityholders of Kensington on October 21, 2005, and was approved by the Supreme Court of the Yukon Territory on October 28, 2005. Pursuant to the plan of arrangement, Kensington amalgamated with a wholly-owned subsidiary of Shore and all of the issued and outstanding common shares of Kensington were transferred to Shore in consideration for the issuance by Shore of 0.64 of a common share of Shore for each Kensington common share. All of the outstanding options and warrants to acquire common shares of Kensington were transferred to Shore and the former holders thereof received options and warrants to purchase common shares of Shore, and all outstanding broker warrants of Kensington were adjusted in accordance with their terms to entitle their holders to purchase securities of Shore.
Shore was represented by Bennett Jones LLP with a team that included Garnet Schulhauser, Brad Markel and Lisa Ricketts (securities/corporate), Tony Friend, Q.C., (litigation) and Mike Ryer and Anu Nijhawan (tax). Skadden, Arps, Slate, Meagher & Flom LLP was special US counsel to Shore with a team that included Riccardo Leofanti and Eric Spindel (securities/corporate) and Sally Thurston (tax). Gareth Howells of Campion Macdonald was Yukon counsel to Shore.
Kensington was represented by McCullough O'Connor Irwin LLP with a team that included Jonathan McCullough, Gillian Case, James Beeby and Mia Bacic (securities/corporate). The special committee of the board of directors of Kensington was represented by Lawson Lundell LLP with a team that included Tony Ryan and Nathan Daniels (securities/corporate). Len Glass of Lawson Lundell also advised Kensington with respect to tax matters. Austring, Fendrick, Fairman & Parkkari was special Yukon counsel to Kensington with a team that included Greg Fekete (corporate) and Peter Morawsky (litigation). Dorsey & Whitney LLP was special US counsel to Kensington with a team that included Randal Jones and Kenneth Sam (securities) and John Hollinrake (tax).
