PERTH (miningweekly.com) − The merger between gold miners Catalpa Resources and Conquest Mining was moving ahead, with Catalpa on Tuesday announcing that the merged entity would be known as Evolution Mining.
The name Evolution Mining had been selected to embody the transformational nature of the transaction to create a growth-focused, asset-diversified Australian gold company, with a combined market capitalisation of more than A$1-billion, Catalpa said in a statement.
Under the terms of the transaction, Catalpa would issue 0.3 new shares for each Conquest share, to create the merged entity. Existing Conquest options could either be exchanged for equivalent options in the merged entity, or could be converted into shares in Conquest, prior to the scheme taking effect.
The second step in the merger involved the merged entity acquiring gold miner Newcrest’s 70% interest in the Cracow gold mine joint venture (JV), as well as the Mount Rawdon gold mine.
The balance of the interest in the Cracow gold mine is currently held by Catalpa.
In return for the assets, Newcrest would receive shares in the merged entity, resulting in a 38% shareholding in the new company. This interest would be diluted to around 33%, following a planned capital raising.
Evolution Mining would undertake a A$150-million capital raising to capitalise the enlarged merged entity, ensuring financial flexibility for the development of the asset portfolio, and to fund future growth opportunities.
Conquest said that its scheme booklet, which had been approved by the Federal Court of Australia, would be mailed to Conquest shareholders shortly, while Catalpa reported that independent adviser Grant Samuel & Associates had concluded that the transaction was in the best interest of Catalpa shareholders.
“We are pleased that Grant Samuel has concluded the transaction to be in the best interest of Conquest shareholders. This opinion adds further weight to an already long list of supporters, including the boards of Conquest, Catalpa, Newcrest and leading institutional gold investors Blackrock and Baker Steel,” said Conquest chairperson Jake Klein.
“We now look forward to putting the scheme in front of Conquest shareholders and realising our vision of creating a leading mid-cap Australian gold producer with meaningful scale and operational diversification,” he added.
Conquest and Catalpa shareholders would have an opportunity to vote on the transaction at separate meetings both to be held on October 14.
Edited by: Mariaan Webb
Creamer Media Senior Researcher and Deputy Editor Online
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