On December 6, 2016, Orla Mining Ltd. (“Orla”) completed an amalgamation by way of a plan of arrangement with Pershimco Resources Inc. (“Pershimco”) under the Canada Business Corporations Act. The new company, which will continue to operate under the name “Orla Mining Ltd.” (“NewCo”), will focus on continued exploration and development of the Cerro Quema project located in Panama and intends to seek further growth opportunities in the Americas. In connection with the completion of the transaction, the proceeds of Orla’s previously completed $50-million private placement of subscription receipts released from escrow and the underlying common shares were issued. The common shares of NewCo commenced trading on the TSX Venture Exchange under the symbol “OLA” on December 7, 2016.
Following closing, approximately 53.1 per cent of the common shares of NewCo are held by former shareholders of Orla and 46.9 per cent of the common shares of NewCo are held by former shareholders of Pershimco. Additionally, NewCo has approximately 11.44 million class A shares issued and outstanding, which are all held by former shareholders of Pershimco. Each class A share will entitle its holder to receive, without payment of additional consideration, one common share of NewCo conditional upon the issuance of a ministerial resolution by the Ministry of Environment of Panama, accepting the Environmental and Social Impact Study (“ESIA”) for the Cerro Quema project on or prior to January 31, 2017. If a ministerial resolution accepting the ESIA for the Cerro Quema project is not received prior to January 31, 2017, the right to receive NewCo common shares will terminate and the class A shares will be automatically cancelled.
Cassels Brock & Blackwell LLP acted for Orla with a team that included Jen Hansen, Lindsay Clements, Alexis Bowie and Jennifer Poirier (M&A, securities and mining), Kristin Taylor (employment) and Chris Norton (tax). BCF Business Law acted as Québec counsel to Orla with a team consisting of Michel Rochefort, Gilles Seguin, Gary Rivard and Johanne Bérubé (M&A, securities and mining), Nancy Boyle and Kevin Vincelette (employment). Neal, Gerber & Eisenberg LLP acted as United States legal advisor to Orla with a team led by John Koenigsknecht (M&A, securities and mining), which included David Stone (M&A, securities and mining), Beth Rosner and Carrie Oswald (M&A and securities) and Jeffrey Shamberg (tax).
Séguin Racine, Attorneys, represented Pershimco with a team consisting of Pierre-Hubert Séguin, Éric Archambault, Angela Kosciuk, Stéphane Palardy, Lara Malewski and Louis-Philippe Lacasse (M&A, securities and mining), Anne-Carole Turgeon (tax) and Céline Tessier (litigation/business law). Dentons Canada LLP acted as legal counsel to Pershimco’s special committee with a team that included Carole Turcotte, Charles Spector and Ralph Shay.
Peter McArthur of Miller Thomson LLP advised Primary Capital Inc., financial advisor to Pershimco’s special committee.