On July 6, 2010, Agnico-Eagle Mines Limited (“Agnico-Eagle”) completed its acquisition of TSX-listed Comaplex Minerals Corp. (“Comaplex”) by way of a plan of arrangement under the Business Corporations Act (Alberta). Pursuant to the arrangement, Agnico-Eagle acquired all of the Comaplex shares that it did not already own and acquired 100 per cent ownership of the Meliadine gold project located in Nunavut.
Pursuant to the terms of the arrangement, Comaplex shareholders other than Agnico-Eagle received 0.1576 of an Agnico-Eagle common share per Comaplex share and, in addition, Comaplex shareholders other than Agnico-Eagle and Perfora Investments S.a.r.l. (“Perfora”) received one common share of a new “spinco,” Geomark Exploration Ltd. (“Geomark”), to which all assets and liabilities of Comaplex other than those relating to the Meliadine gold project were transferred.
The total value of the consideration received by Comaplex shareholders was approximately $700 million.
Comaplex and Geomark were represented by Borden Ladner Gervais LLP with a team that included Bruce Lawrence, Lloyd McLellan, Robyn Bourgeois and Jonathan Doll (corporate); Lindsay Holmes, QC (tax); John Blair, QC, and David Madsen (litigation) and Colin MacDonald (competition).
Agnico-Eagle was represented by Gregory Laing, General Counsel, Senior Vice President, Legal and Corporate Secretary, and by its external counsel Davies Ward Phillips & Vineberg LLP with a team that included Patricia Olasker, Alexander Moore, Robert Murphy, Chris Vollmershausen and Tiffany Jung (corporate); Richard Elliott (competition) and Ian Crosbie and Elie Roth (taxation).
Perfora, Comaplex's largest shareholder, was represented by Blake, Cassels & Graydon LLP with a team that included Bob Wooder, Teresa Budd, Trisha Robertson, Warren Beil (corporate) and Bill Maclagan (tax).