Asesoramiento y Transacciones
Lunes 23 de Septiembre de 2013
ZBV Abogados advised Austral Gold in the acquisition of Goldrock Corp Limited
Zang, Bergel & Vi帽es Abogados advised Austral Gold Limited (AGD), a public company listed at the Australian Stock Exchange in the acquisition of shares of Goldrock Corp Limited (TSX-V: GRM), a public company listed on the Toronto Stock Exchange.
The transaction included the negotiation and drafting of a Subscription Agreement and other relevant investment agreements, including a warrant.
Upon closing, AGD will become the largest shareholder of GRM, with a 15% interest, for which it will pay approximately U$S 10 million. For every share issued or to be issued upon conversion of the debenture, Austral Gold will receive one warrant which is exercisable at a fix price within 5 years as from closing.
For so long as AGD owns at least 5% of the outstanding shares of GRM: (i) it will have the right to appoint one member at GRM麓s Board, one member of its Technical Committee and one non-voting observer to attend Board meetings, (ii) it will have anti-dilution rights enabling AGD to subscribe shares in future capital raisings or equity sales up to its pro rata share.
GRM is an exploration company listed on the Canadian Stock Exchange which holds 100% of the Lindero gold project located in northwest Argentina (Salta Province). The project has proven and probable mineral reserves of 65.5Mt grading 0.72 g/t gold for 1.52 million ounces of contained gold and a NPV of US$215 million based on a Feasibility Study completed in May 2013 based on a gold price of $1,400/oz, and the next phase is to start the construction of the plant to bring the project into production.
In turn, AGD is a mining and exploration company listed in the Australian Stock Exchange. Through its Chilean subsidiary, it owns the Guanaco gold mine in Chile, currently in production, which constitutes its main asset, and through its Argentine subsidiary it owns a royalty on a mining project in the Northern Andean province of San Juan in Argentina and also some mining tenements in Patagonia. In addition, AGD is the largest shareholder of Argentex (ATX) a public company listed on the Canadian Stock Exchange, focused in developing an advanced silver-gold project located in Patagonia, Argentina, currently including a resource of 23.6 million silver-equivalent-ounces with grades of 102.8 g/t Ag and 0.59 g/t Au. In total, ATX owns 100,000 hectares of highly prospective land.
Zang, Bergel & Vi帽es Abogados acted as legal counsel for Austral Gold through partner Pablo Vergara del Carril and associate Pablo Schreiber.
Blake, Cassels & Graydon acted as legal counsel for Goldrock Corp Limited through partner Bob Wooder.
Shibley Righton (Canada) acted as legal counsel for Austral Gold, under Canadian law aspects, through partner Bill Northcote.
The execution of the agreements was announced both with the Toronto Stock Exchange and the Australian Stock Exchange on September 17th, 2013.
Opini贸n
Aportes irrevocables a cuenta de futuras suscripciones de acciones y nuevas normas de la IGJ: 驴resurgimiento como opci贸n de financiamiento?
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Dolores M. Gallo
Barreiro
Barreiro
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Por Lucas J. Battiston
PASBBA
PASBBA
Por Juan Pablo. De Gesus
NORDELTA S.A.
NORDELTA S.A.
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Alfaro Abogados
Alfaro Abogados
Por Agostina Salamone
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