On June 23, 2016, Nevsun Resources Ltd. (Nevsun) completed its acquisition of Reservoir Minerals Inc. (Reservoir), a TSX-V listed company, for approximately US$440 million. The acquisition was completed pursuant to a statutory plan of arrangement in which all of the issued and outstanding common shares of Reservoir were exchanged on the basis of two common shares of Nevsun and C$2.00 in cash per share. Additionally, on April 24, 2016 the companies entered into a funding transaction comprised of a private placement for 19.99 per cent of Reservoir’s outstanding common shares and a loan transaction. Pursuant to the private placement, Nevsun subscribed for 12,174,928 common shares of Reservoir at a price of $9.40 per share, for a total subscription price of C$114,444,323 (US$90,296,571). Pursuant to the loan transaction, Nevsun provided an unsecured cash loan of US$44,703,429 to Reservoir. The combined funding transaction provided US$135,000,000 in financing to enable a wholly owned subsidiary of Reservoir to exercise its right of first offer (ROFO) to acquire 100 per cent of the interest of Freeport-McMoran in the upper zone, and increase Reservoir’s interest in the lower zone, of its joint venture in the Timok copper-gold project in Serbia.
Reservoir was represented on the ROFO, consideration of financing alternatives and consummation of the take-over by Nevsun by Blake, Cassels & Graydon LLP. The team was led by David Glennie and Steven McKoen and included Michael Harquail, Jennifer Maxwell, Sean Boyle, Michael Kariya, Kyle Misewich, Kirsten Snell, Lauren Akin, Soraya Jamal and Alexandra Luchenko.
Nevsun was represented by Stikeman Elliott LLP with a team led by Jay Kellerman and Amanda Linett that included Daniel Borlack and Marshall Eidinger on the take-over and a team led by Elizabeth Breen that included John Lee on the financing.
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James Moloney, Cem Surmeli and Ruben Rabassa of Gibson, Dunn & Crutcher LLP acted as Nevsun’s US counsel.
Canaccord Genuity Corp. and Natural Resources Global Capital Partners acted as the financial advisors to Reservoir and Scotia Capital Inc. acted as the financial adviser to Nevsun.