On November 23, 2010, Baja Mining Corp. (“Baja”) completed a cross-border bought deal equity financing (the “Offering”) for gross proceeds of $184,057,500. Pursuant to the Offering, Baja issued 167,325,000 common shares at a price of $1.10 per common share (the “Offering Price”).
The proceeds of the Offering include Baja's equity portion of the financing for the construction of a mine at Baja's 70-per -cent-owned Boleo project, a copper-cobalt-zinc-manganese project located in Santa Rosalia, Baja California Sur, Mexico.
Baja was represented by Neville McClure and Shona Sinclair of Stikeman Elliott LLP's Vancouver office, with US assistance from Jason Brenkert of Dorsey & Whitney LLP's Denver office.
The Offering was underwritten by a syndicate co-led by Raymond James Ltd. and Canaccord Genuity Corp., and including Cormark Securities Inc., CIBC World Markets Inc., and Haywood Securities Inc.
The underwriters were represented by Bob Wooder, Kathleen Keilty and Warren Beil of Blake, Cassels & Graydon LLP. The underwriters were represented in the United States by Skadden, Arps, Slate, Meagher & Flom LLP, with a team that included Riccardo Leofanti, David Beeston, Sarah Ward and Alexander Ifill (corporate); Eric Sensenbrenner and Jamal Razavian (tax) and Elizabeth Malone (environmental).
Louis Dreyfus Commodities Metals Suisse S.A. (“LDC”) participated in the Offering and also provided a US$35 million convertible cost overrun facility (“COF”) in connection with Baja's US$823 million project financing facilities announced on September 23, 2010, to finance the Boleo project.
If drawn, the COF converts into common shares of Baja at the Offering Price. In addition, LDC entered into offtake agreements under which LDC is committed to purchase, on commercial terms, 70 per cent of the annual copper and cobalt production from the Boleo project for a term of ten years.
LDC was represented by Keir Ashton, Chief Legal Officer, Europe and Black Sea, and by Ian McBride and Lori Sullivan of Davies Ward Phillips & Vineberg LLP.