Appleby has assisted Allied Group on the closing of Allied Merger Corporation (AMC)’s private placement financing for aggregate gross proceeds of approximately USD267 million (Financing) as well as the execution of a business combination agreement with Allied Gold Corp Limited (AGCL) and Mondavi Ventures Ltd (Mondavi) (business combination agreement) in connection with a previous business combination and reverse take-over transaction (Transaction).
Pursuant to the Business Combination Agreement, a series of transactions was consummated including the continuation of AGCL from Jersey into the Seychelles as AGCL Seychelles, the subsequent merger of AGCL Seychelles with Allied Gold Corp (AGC) with AGC as the surviving company and an ensuing merger of AGC with Mondavi, with AGC as surviving company.
The Transaction resulted in the reverse take-over of Mondavi by the shareholders of AMC and AGC, culminating in the listing of the shares of the Resulting Issuer (defined below) on the Toronto Stock Exchange (TSX) and a name change of Mondavi to Allied Gold Corporation (Resulting Issuer), which will thereafter carry on the business of AGC. The shares of the Resulting Issuer Shares trade on the TSX in Canadian dollars under the symbol “AAUC”. The Transaction is Canada’s largest mining initial public offering since 2010 with a market capitalisation of CADD1.3bn (USD970m) on the first day
The net proceeds of the Financing will be used to carry out AGC’s planned growth strategy, including its ongoing optimization and development work, as well as other general corporate purposes. Certain members of Allied management participated in the Financing and agreed to apply accrued bonus and other payments, including change of control payments, toward their respective subscriptions.
The Financing was led by National Bank Financial Inc., Stifel GMP and Canaccord Genuity Corp., on behalf of a syndicate of investment dealers, including BMO Capital Markets, CIBC Capital Markets, Cormark Securities Inc. and SCP Resource Finance LP.
Appleby provided Mauritius, Seychelles, Jersey and Cayman Islands law advice on the Transaction. Appleby was instructed by Allen & Overy and Canadian law firm McCarthy Tétrault. The Mauritius and Seychelles team were led by Group Managing Partner, Malcolm Moller and Senior Associate Karishma Beegoo. The team worked alongside Appleby Jersey Corporate Partner Andrew Weaver with assistance from Associate Stephen Le Cornu. The Appleby Cayman Islands team involved Corporate Partner Fiona Chan and Associate Angelina Wong.
