On April 6, 2011, Newmont Mining Corporation (“Newmont”) completed its acquisition of all of the outstanding common shares of Fronteer Gold Inc. (“Fronteer Gold”) by way of a court-approved plan of arrangement.
Under the arrangement, shareholders of Fronteer Gold received, for each common share of Fronteer Gold, $14 in cash and one common share in Pilot Gold Inc. (“Pilot Gold”), a TSX-listed company which owns a portfolio of exploration properties in Nevada, Turkey, and Peru formerly owned by Fronteer. Upon completion of the transaction, the former Fronteer Gold shareholders held an aggregate 80.1 per cent interest in Pilot Gold, with Newmont holding the remaining 19.9 per cent interest.
The acquisition of Fronteer Gold has expanded Newmont's growth profile in North America and complements its existing project pipeline in Nevada. The assets acquired by Newmont include a 100 per cent interest in the Long Canyon project, a Carlin-type deposit which is located approximately 100 miles from Newmont's existing infrastructure in Nevada and provides the potential for significant development and operating synergies.
As part of the acquisition Newmont also acquired Fronteer's interests in the Northumberland and Sandman projects in Nevada, among other assets, which offer further upside potential for Newmont's portfolio.
Newmont was represented by an in-house legal team that included Stephen Gottesfeld, Jeffrey Reeser and Logan Hennessey, and by external counsel that included Goodmans LLP, with a team led by Jonathan Lampe and including Neill May, Gail Jaffe, Chris Sunstrum, Robert Kallio and Stacey Kline (corporate/securities); David Redford and Alex Bayer (mining); Carrie Smit and Alan Bowman (tax); Richard Annan (competition); Bob Vaux (Investment Canada); Ken Herlin (real estate) and Tom Friedland (litigation); Wachtell, Lipton, Rosen & Katz, with a team led by David Katz and including DongJu Song (corporate/securities); Deborah Paul and Michael Sabbah (tax); Ilene Gotts (regulatory) and Eric Roth (litigation); and Lawson Lundell LLP, with a team led by Christopher Baldwin and including Neil Marshall, David Gedge and Karen MacMillan (corporate) and Khaled Abdel-Barr and Jennifer Nyland (real estate).
Fronteer was represented by Davies Ward Phillips & Vineberg LLP with a team led by Kevin Thomson and including Melanie Shishler, Richard Fridman, Joshua Kuretzky, Anthony Spadaro and Bradley Ashkin (corporate/securities); Ian Crosbie, Abraham Leitner, Elie Roth and Christopher Anderson (tax); John Bodrug (regulatory); Jim Doris (litigation); Steve Martin (real estate) and Natasha Vandenhoven (pensions and benefits).