Our London corporate team is advising on the proposed merger of two Australian-listed gold mining companies Tulla Resources Plc, a long-standing client of the firm, has agreed terms of a proposed merger with Pantoro Limited to create a new mid-cap gold company, consolidating ownership of the Norseman Gold Project and listed on ASX, the Australian securities exchange.

The transaction also includes the demerger of certain industrial minerals.

Acting for Tulla Resources plc, the firm’s corporate and tax team are advising on all UK aspects of the merger and demerger which will be effected by UK schemes of arrangement. Tulla Resources is a longstanding client of the firm, with Shakespeare Martineau acting as its company secretary since 2005 and its UK legal adviser since 2018, advising on numerous transactions including fundraisings, reorganisations and its ASX listing in 2021.

The merger will result in Pantoro holding a gold mining asset with a target production of 110,000 oz gold per annum, a Mineral Resource of 4.79 Moz per annum and an Ore Reserve of 0.98 Moz.

Alongside the merger and demerger, Pantoro is raising A$75 million, through the placing of ordinary shares. Proceeds from the placing and additional cash will be used to support the final stages of the development of the Norseman Gold Project, investing in exploration and ore resource growth, as well as providing ongoing liquidity and working capital.

Catherine Moss, corporate partner at Shakespeare Martineau, who is leading the transaction in the UK, said: “We’ve worked with Tulla Resources for a number of years and we are pleased to be advising the company on this consolidating, but complex, transaction enabling the further development of the Norseman Gold Project for the benefit of its shareholders and the realisation of its industrial mineral rights.

Tulla executive director, Mark Maloney, commented: “Consolidating ownership of the Norseman gold asset and battery metals will deliver significant value for the shareholders of both companies, providing a simplified structure and delivering operational and corporate efficiencies.

Tulla shareholders will realise the upside of their investment in a significant mid-tier Australian gold producer, with a large, high-grade operation of very substantial value while maintaining 100% ownership of the industrial mineral rights at Norseman.

The team from Shakespeare Martineau who worked on the deal includes Catherine Moss, Jennie Davis, Deeya Ray and Joseph Beat (Corporate); Ben Harber (Company secretarial) and Oliver Gutman (Tax).

Herbert Smith Freehills is advising Tulla Resources on the Australian aspects of the transaction.

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As a corporate lawyer, Catherine supports her clients by ensuring that their legal and commercial needs are met with timely practical and creative solutions.

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Published: 7th March 2023
Area: Corporate & Commercial

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