Patagonia Gold plc
Recommended, all Canadian share, offer for Patagonia Gold plc via a scheme of arrangement by Hunt Mining Corp.
Argentina / UK / Canada
Patagonia Gold plc
In late 2018, Strand Hanson was appointed as Financial Adviser and Rule 3 Adviser under the City Code on Takeovers and Mergers (the “Code”), alongside its pre-existing Nominated Adviser and Broker roles, to Patagonia Gold plc (“Patagonia Gold” or the “Company”) to advise the Company in relation to a recommended all share offer for the entire issued and to be issued share capital of the Company by Hunt Mining Corp. (“Hunt”), pursuant to a scheme of arrangement (the “Offer”). The Offer was subject to the requirements of the Code and the relevant TSX-V rules.
Hunt Mining is a TSX-V listed mining company with interests in Argentina in geographical proximity to Patagonia Gold’s portfolio. The Offer process involved a concurrent TSX-V reverse takeover process (the “RTO”), with the enlarged Hunt group (renamed Patagonia Gold Corp.) resuming trading on the TSX-V following completion of the Offer in July 2019.
Strand Hanson advised Patagonia Gold in relation to negotiations with Hunt, the structure and timetable of the Offer, and on its responsibilities under the Code, most significantly, the implications of the Code on the RTO and the use of Canadian listed equity, subject to such RTO, as the consideration for the Offer. Strand Hanson managed the complex cross-border elements of the Offer, which required significant oversight of the TSX-V process vis a vis the Code, with the Canadian RTO process culminating in the publication of a TSX-V Filing Statement, in addition to the 2.7 announcement and scheme document required pursuant to the Code process.
Strand Hanson’s role as Rule 3 Adviser involved, inter alia, the provision of the requisite fair and reasonable opinion, in conjunction with the Board, to Patagonia Gold Shareholders, as well as co-ordinating the wider advisory team in Canada and the UK. Strand Hanson was ideally positioned to undertake the role given its position as the leading Nominated Adviser to natural resources companies quoted on AIM and its intimate understanding of the Company, having advised it since 2004.
Ultimately, the value of the Offer secured a significant premium for Patagonia Gold shareholders, being a 76.7 per cent premium to the three-month VWAP and a 35.9 per cent. premium to the prevailing share price, on the day that the 2.7 announcement was published