On June 10, 2011, Gran Colombia Gold Corp. (“Gran Colombia”) merged with Medoro Resources Ltd. (“Medoro”) to create Colombia's premier gold company with an attractive portfolio of gold and silver assets, and numerous growth opportunities through their combined inventory of potential exploration and development projects. The combined company, with a market capitalization at the close of trading on June 10, 2011 of approximately $394 million, continues under the name “Gran Colombia Gold Corp.”
The merger was effected by way of a court-approved plan of arrangement under the Business Corporations Act (Yukon), pursuant to which a wholly owned subsidiary of Gran Colombia amalgamated with Medoro. Under the plan of arrangement, Medoro shareholders received 1.20 common shares of Gran Colombia plus 0.50 of a Gran Colombia common share purchase warrant for each Medoro common share held. Medoro warrantholders and optionholders had their securities exchanged for Gran Colombia options and warrants on an equivalent basis and upon exercise thereof, and upon payment of the applicable exercise price, will become entitled to receive Gran Colombia common shares and Gran Colombia common share purchase warrants.
Gran Colombia was advised by Peter Volk, General Counsel & Secretary, and Michael Galego, Associate General Counsel & Assistant Secretary, and assisted in Canada by Macleod Dixon LLP with a team led by Richard Lachcik in Toronto and Tad Gruchalla-Wesierski in Calgary, comprising Adam Inglis and Justin Pettigrew (securities, Calgary); Robert Eberschlag, Janet Wong and Jordan Plener (securities, Toronto) and Edward Heakes (tax, Toronto). Yukon counsel to Gran Colombia was Gregory Fekete of Austring, Fendrick, Fairman & Parkkari. In the United States, Gran Colombia was represented by Proskauer Rose LLP with a team that included Carlos Martinez, Alan Parnes and Richard Corn.
Medoro was advised by Joanne Sanci, Legal Counsel and Corporate Secretary, and assisted in Canada by Blake, Cassels & Graydon LLP with a team that included Ernest McNee, Ali Naushahi, Lindsay Hooper, Paul Bent and Jacky Sin (securities) and Chris Van Loan and Ilan Braude (tax). Macdonald & Company, represented by Gareth Howells, acted as Yukon counsel to Medoro. In the United States, Medoro was represented by Willkie Farr & Gallagher LLP with a team that included Steven Seidman, Laura Delanoy and Kenneth Sicklick.