Miramar Mining Corporation and Hope Bay Gold Corporation Inc. completed, on May 23, 2002, a business combination on the basis of a share exchange ratio of 0.263 of a Miramar share for one Hope Bay share in a transaction worth approximately $52 million. The transaction took the form of a three-cornered statutory amalgamation under the Quebec Companies Act between Hope Bay and a wholly owned subsidiary of Miramar. Prior to the amalgamation, Hope Bay distributed special warrants to its shareholders entitling them to purchase common shares in the capital of Ariane Gold Corp., a company formed to hold certain assets of Hope Bay in French Guiana for the benefit of such shareholders and certain founding directors and officers. The fairness of issuance of securities under each of the amalgamation and distribution was approved by the Quebec Superior Court for the purposes of qualifying such securities as exempted securities pursuant to subs. 3(a)(10) of the U.S. Securities Act of 1933.
A. David Long, general counsel and corporate secretary, Miramar, directed the transaction with assistance from Fasken Martineau DuMoulin LLP, with a team that included Tookie Angus, Lynne Charbonneau, Mitch McCormick and Melody Schalm in Vancouver, working with Jean Gagné, Martin Gagné and François Duchesneau in Quebec on corporate finance and bridge loan documentation, and with litigation assistance from Serge Guérette in Montreal. Advice on U.S. securities matters was provided by Christopher Barry and Kenneth Sam of Dorsey & Whitney LLP in Toronto and Seattle.
Hope Bay was represented by Stikeman Elliott, with a team that included Jay Kellerman, Dee Rajpal, Ray McDougall, Craig Mitchell, Mark Katz, Dean Moroz and David Glicksman (tax) in Toronto, and Anthony Penhale and Marc André Coulombe (litigation) and Gayle Noble in Montreal.