Newmont Corporation Completes Acquisition of GT Gold

Goodmans LLP represented Newmont Mining Corporation (NYSE: NEM) in connection with it’s binding agreement with GT Gold Corp. (the “Arrangement Agreement”), to acquire all of the outstanding shares of GT Gold that Newmont does not already own (the “Transaction”) for approximately $456 million at C$3.25 per share.

The Transaction was implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) 66 2/3% of the votes cast by the holders of GT Gold’s common shares; and (ii) a simple majority of the votes cast by holders of GT Gold common shares after excluding votes from certain shareholders, including Newmont, as required under MI 61-101, at a special meeting of GT Gold shareholders to be held to consider the Transaction. In addition to shareholder approval, the Transaction is also subject to the receipt of court approval and other customary closing conditions for transactions of this nature.

The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of GT Gold and a right for Newmont to match any Superior Proposal (as defined in the Arrangement Agreement). The Arrangement Agreement includes a termination fee of C$12.65 million, payable by GT Gold, under certain circumstances (including if the Arrangement Agreement is terminated in connection with GT Gold pursuing a Superior Proposal).