Red 5 Limited

Acting as Canadian counsel to Red 5 Limited, an Australia-based gold miner, in a merger of equals with Silver Lake Resources, creating a leading mid-tier gold company with a combined value of approximately A$2.2 billion.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its agreements with the governments of Pakistan and Balochistan and three federal state-owned Pakistani entities to reconstitute the Reko Diq Project in the country's Balochistan province, which hosts one of the world's largest undeveloped open pit copper-gold porphyry deposits. The reconstituted project is held 50% by Barrick and 50% by Pakistani stakeholders. A separate agreement provided for Barrick's partner Antofagasta PLC to exit and be replaced by the Pakistani parties in the reconstituted project.

Copper Mountain Mining Corporation

Acted for Copper Mountain Mining Corporation in its US$439-million all-share acquisition by Hudbay Minerals Inc. by way of a court approved plan of arrangement.

Roxgold Inc.

Acted for Roxgold Inc. in its C$1.1-billion business combination with Fortuna Silver Mines Inc. to create a premier growth-oriented global intermediate gold and silver producer.

SEMAFO Inc.

Acted as counsel to SEMAFO Inc. in its US$2.1-billion business combination with Endeavour Mining Corporation by way of plan of arrangement under the Business Corporations Act (Québec).

The Pallinghurst Group

Acted for The Pallinghurst Group, a private investor in the global natural resources sector, in its joint 50-50 acquisition with Investissement Québec of Québec-based Nemaska Lithium Inc. pursuant to a sales process under the Companies' Creditors Arrangement Act. The acquisition was structured as a credit bid with Nemaska's largest secured creditor, Orion Mine Finance, and achieved through a reverse vesting order granted by the Superior Court of Québec and upheld by the Québec Court of Appeal.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its proposed US$42-billion merger with Newmont Mining Corporation to combine the world's two largest gold companies.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its historic joint venture with Newmont Mining Corporation, which combined their respective mining operations, assets, reserves and talent in Nevada to create the world's largest gold complex.

The Pallinghurst Group

Acted for Pallinghurst Lithium Limited, a UK-based private investor in the global natural resources sector, in the exchange of its indirect 25% ownership interest in Québec-based Nemaska Lithium Inc. for shares of Livent Corporation.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its recommended US$18.3-billion share-for-share merger with Randgold Resources Limited. This complex and multijurisdictional transaction created an industry-leading gold company with the greatest concentration of tier one gold assets in the industry and a diversified asset portfolio positioned for growth.

Blackstone Tactical Opportunities

Acted for Blackstone Tactical Opportunities in its US$460-million sale with Orion Resource Partners of the gold prepay, stream facilities and an offtake agreement in respect of Lundin Gold Inc.'s Fruta del Norte mine to Newcrest Mining Limited.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction transaction for the Veladero gold mine in Argentina which resulted in the sale to Shandong Gold of a 50% interest in the mine for US$960 million.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its US$610-million sale to Kinross Gold Corporation of non-core assets in Nevada, including a 50% interest in the Round Mountain mine and 100% of the Bald Mountain mine, and related arrangements for a new 50-50 exploration joint venture with Kinross that will own a large land package on the Bald Mountain property.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction transaction for the Zaldívar mine in Chile which resulted in the sale to Antofagasta Plc of a 50% interest in the mine for C$1.005 billion, and related joint venture arrangements.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with its US$610-million gold and silver streaming agreement with Royal Gold Inc. for production linked to Barrick's 60 percent interest in the Pueblo Viejo mine.

The Pallinghurst Group

Acted for The Pallinghurst Group in its acquisition, through Pallinghurst Nickel International Limited, of a 19.2% interest in Talon Metals Corp. from Resource Capital Fund VI L.P. Talon Metals is a TSX-listed base metals company with a nickel-copper-cobalt project in the United States.

New Gold Inc.

Acted for New Gold Inc. in the sale of its 30% interest in the El Morro copper-gold project in Chile to Goldcorp Inc. in exchange for a $90-million cash payment, a 4% gold stream on life-of-project gold production from the El Morro property and cancellation of a $93-million carried funding loan. In conjunction with the transaction, Goldcorp and Teck Resources Limited announced their intention to combine their respective El Morro and Relincho properties into a 50/50 joint venture with the interim name of Project Corridor.

Oliver Lennox-King

Acted for Oliver Lennox-King in connection with his successful proxy contest to replace the entire incumbent board of directors of Roxgold Inc.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in connection with various strategic equity investments in, and negotiations of investor rights agreements with, Midas Gold Corp., Reunion Gold Corporation and Royal Road Minerals.

BHP Billiton

Acted for BHP Billiton in an auction transaction for the sale of its diamond business, comprising its controlling interests in the EKATI Diamond Mine and its Diamonds Marketing operations in Belgium, which resulted in the sale of the business to Dominion Diamond Mines Ltd. for aggregate cash consideration of US$500 million.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction for the Porgera gold mine in Papua New Guinea which resulted in the US$298-million sale of a 50% interest in Barrick (Niugini) Limited, the company that owns 95% of and manages the Porgera Joint Venture gold mine in Papua New Guinea, and related strategic cooperation agreements.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction transaction for the sale of its 100% interest in the Cowal gold mine in New South Wales, Australia which resulted in the sale of the mine to Evolution Mining Limited for US$550 million.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its sale of a 25% stake in the Cerro Casale Project to Goldcorp, and the negotiation of a 50/50 regional joint venture over the Cerro Casale, Quebrada Seca and Caspiche projects in Chile's Maricunga district. This highly complex and multi-faceted transaction involved the acquisition by Goldcorp of Kinross' entire 25% interest in the Cerro Casale Project and a 25% interest in the project from Barrick, whose holding in the project fell from 75% to 50%. Upon closing of the transaction, the joint venture was established.

Fronteer Gold Inc.

Acted for Fronteer Gold Inc. in its $2.3-billion acquisition by Newmont Mining Corporation (now known as Newmont Goldcorp Corporation). The transaction was structured as a plan of arrangement providing for cash consideration and the spin off of shares of Pilot Gold Inc., a new TSX-listed company holding exploration assets, to the former shareholders of Fronteer Gold.

Fronteer Gold Inc.

Acted for Fronteer Gold Inc. in its $281-million acquisition of AuEx Ventures Inc. by way of a plan of arrangement, including a "spin-off" of AuEx's exploration properties into a new publicly traded vehicle.

Canico Resources Corp.

Acted for the Special Committee of Canico Resources Corp. in connection with the $960-million acquisition of Canico Resources by Companhia Vale do Rio Doce (CVRD) (now Vale).

AuRico Gold Inc.

Acted for the Special Committee of AuRico Gold Inc. in connection with the sale to Minera Frisco, S.A.B. de C.V., a Mexican public company controlled by Carlos Slim, of Aurico's Ocampo mine in Mexico, together with a 50% joint venture interest in AuRico's Orion Mexican project for US$750 Million.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in the up to US$430-million sale to Teranga Gold Corporation of a 90% interest in the Massawa gold project in Senegal by a subsidiary of Barrick and its Senegalese joint venture partner.

Nevada Gold Mines

Acted for Nevada Gold Mines (NGM), the Barrick-Newmont joint venture, in its asset exchange agreement to acquire the remaining 40% of the South Arturo property from i-80 Gold Corp in exchange for NGM's Lone Tree and Buffalo Mountain Properties, and in its conditional up to $50-million private placement in i-80 common shares.

Clarica Life Insurance Company

Acted for Clarica Life Insurance Company in connection with the merger with Sun Life Financial Services of Canada Inc. in a transaction valued at approximately $7.1 billion.

Fronteer Development Group Inc.

Acted for Fronteer Development Group Inc. in its successful unsolicited insider bid for the remaining 58% of Aurora Energy Resources Inc. not already owned by Fronteer, in a transaction valuing Aurora at $175 million.

Roxgold Inc.

Acted for Roxgold Inc. in connection with an $18.4-million investment in the company by International Finance Corporation (IFC), a member of the World Bank Group, by way of a non-brokered private placement of 25,783,352 units.

Canwest Global Communications Corp.

Acted for CanWest Global Communications Corp., which with Torstar Corporation and Metro International S.A. formed a joint venture to publish English-language free daily newspapers in various Canadian cities. Subsidiaries of CanWest and Torstar will each have a 37.5% interest and a subsidiary of Metro International will have a 25% interest in the new venture.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction transaction for the sale of its 50% stake in the South Deep mine in South Africa to Gold Fields Limited, resulting in the sale for total consideration of US$1.525 billion.

Iogen Corporation

Acted for Iogen Corporation in connection with its commercial alliance with Royal Dutch Shell plc, the investment made in Iogen by Goldman, Sachs & Co. and its financing for the development of Canada's first proposed commercial-scale cellulose ethanol production facility in Saskatchewan.

National United Resources Holdings Limited

Acted as Canadian counsel for National United Resources Holdings Limited in connection with its acquisition of a 29.95% interest in SouthGobi Resources Limited.

West Timmins Mining Inc.

Acted for the Special Committee of West Timmins Mining Inc. in connection with the $319-million acquisition of West Timmins by Lake Shore Gold Corp. effected through a share exchange plan of arrangement.

Rainy River Resources Ltd.

Acted as Ontario counsel to Rainy River Resources Ltd. in the acquisition by New Gold Inc. of Rainy River for $310 million.

True Gold Mining Inc.

Acted for True Gold Mining Inc. in connection with a strategic investment by Liberty Metals & Mining Holdings, LLC, pursuant to which Liberty acquired shares of True Gold comprising 19.95% of the issued and outstanding shares of True Gold on a private placement basis. In connection with the private placement, Liberty also acquired a 2% net smelter royalty in respect of True Gold's Karma gold property located in Burkina Faso.

True Gold Mining Inc.

Acted for True Gold Mining Inc. in connection with its $51.9-million financing consisting of a $42-million bought deal offering of units by way of short form prospectus and concurrent $9.9-million private placement of units to Liberty Metals & Mining Holdings, LLC, True Gold's largest shareholder.

Rothschild & Co.

Advised Rothschild & Co. in its provision of a long form fairness opinion to the special committee and board of directors of GT Gold Corp. in GT Gold's acquisition by Newmont Corporation for approximately $393 million.

Lundin Mining Corporation

Acted for Lundin Mining Corporation in its AUD$4.3-million subscription for 14.3% of the shares of PolarX Limited, which secures an option for Lundin Mining to earn a 51% interest in PolarX's Stellar Project by staged spending of US$24 million on exploration and staged payments to PolarX of US$20 million over three years.

Baosteel Resources International Co., Ltd.

Acted for Baosteel Resources International Co., Ltd., part of The Baosteel Group and one of the largest steel producers in China and worldwide, in connection with its investment in Noront Resources Ltd., by way of a private placement.

Niger Uranium Limited

Acted as Canadian counsel to Niger Uranium Limited in connection with the demerger of its stake in Kalahari Minerals Plc by way of a special dividend of the Kalahari shares held by it.

Hudson's Bay Company

Acted for a consortium of buyers in the public company auction of Hudson's Bay Company, Canada's oldest public company, which was acquired by Jerry Zucker.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in its US$28-million subscription for shares and warrants of Celtic Resources Holdings plc, a London Stock Exchange AIM-listed company with mining interests in Russia and Kazakhstan, as well as participation rights in Celtic's future acquisitions in Kazakhstan.

Soulpepper Theatre Company

Acted for the Soulpepper Theatre Company in connection with a joint venture with George Brown College to develop the Young Centre for the Performing Arts, a theatre and educational complex in Toronto's historic distillery district.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an integrated transaction involving (i) the sale by Barrick of all of the shares of Bullfrog Mines LLC to Bullfrog Gold Corp., a U.S.-based gold and silver exploration company; and (ii) a concurrent $22 million equity investment in Bullfrog Gold by Augusta Investments Inc. and certain individuals identified by Augusta.

Barrick Gold Corporation

Acted for Barrick Gold Corporation in an auction transaction for the sale of its 50% interest in Kalgoorlie Consolidated Gold Mines in Western Australia, resulting in the sale to Saracen Mineral Holdings Limited for US$750 million.

Public Mergers and Acquisitions in Canada: Overview, co-author

Nov. 01, 2021 - Practical Law – Mergers and Acquisitions Global Guide (Thomson Reuters)
Read the chapter.

Melanie Shishler Shares Her Perspective on 2021 Deal Flow and COVID-19 Implications with Mergermarket

Feb. 10, 2021 - With deal-making in Canada roaring ahead after a brief stall last year, Davies partner Melanie Shishler spoke to Mergermarket on the outlook for M&A activity in 2021 and the key considerations for buyers and sellers. Melanie said she has seen inbound investment reviews take longer in...

Melanie Shishler Featured in Lexpert’s Special Feature on the Art of the Deal

Aug. 06, 2019 - In Lexpert’s annual Art of the Deal feature, Davies partner Melanie Shishler is profiled for her role as lead counsel to Barrick Gold Corp. in the wave of consolidation that has transformed the gold sector over the past year. Melanie, who appears on the cover of the issue, takes readers...

Securities Regulators Seek to Address Inconsistencies in Disclosure of Non-GAAP Financial Measures

Sept. 10, 2018 - Over the past few years, the Canadian Securities Administrators (CSA) has increasingly scrutinized the public disclosure of numerical measures of financial performance that are not specified, defined or determined under an issuer’s GAAP (non-GAAP financial measures). In November 2003, the CSA...

Melanie Shishler Interviewed by Lexpert about NAFTA’s Impact on Canadian M&A Activity

May 10, 2018 - In an article published in the Report on Business/Lexpert Special Edition Canada’s Leading Corporate Lawyers, Davies partner Melanie Shishler speaks about the impact of the North American Free Trade Agreement (NAFTA) on the Canadian M&A market. “In general, any kind of uncertainty,...

Melanie Shishler Speaks About the Canadian Mining Industry in Lexpert Special Edition on Global Mining

Mar. 07, 2018 - In an article about the Canadian mining industry published in the 2017/2018 Lexpert Special Edition on Global Mining (included in the March 3 edition of The Globe and Mail), Davies partner Melanie Shishler spoke about the challenges faced by mining companies in financing projects...

Melanie Shishler Reflects on M&A Activity in 2017

Feb. 08, 2018 - Davies partner Melanie Shishler spoke recently to Listed Magazine about 2017 M&A trends and activity and the outlook for dealmaking in 2018. Noting that private equity played a key role in fuelling growth, Melanie remarked, “I haven’t worked on any deal where there haven’t been both...

Are the Floodgates Open in Canada? First Proxy Access Bylaw Proposal Receives Narrow Majority Shareholder Approval

Mar. 31, 2017 - History was made yesterday when the shareholders of Toronto-Dominion Bank (TD Bank) narrowly approved a shareholder proposal asking the board of directors to take the necessary steps to adopt a “proxy access” bylaw. The proposal, which mirrors another proposal submitted by the same shareholder to...

Shareholder Engagement – ICD Provides Guidance for Canadian Companies

Mar. 10, 2016 - On March 7, 2016, the Institute of Corporate Directors (ICD), a not-for-profit director association consisting of more than 10,000 members across Canada, published guidance to help boards of Canadian public companies develop a shareholder engagement approach to corporate governance. Recent changes...

“Publish What You Pay” Standards Now in Force for Canada’s Extractive Industries

June 02, 2015 - On June 1, 2015, the federal government declared into force the Extractive Sector Transparency Measures Act. This Act is the long-promised legislation to establish mandatory reporting standards for payments that Canadian extractive companies make to governments worldwide (commonly known...

Plan Nord, Take Two

Apr. 29, 2015 - On April 8, 2015, the Québec government released its Plan Nord toward 2035, 2015-2020 Action Plan (Plan Nord), a 20-year plan designed to provide main policy directions and priorities for the development of northern Québec. Plan Nord revamps the previous plan announced in 2011 by...

CSA Provides Guidance to Mining Issuers on Investor Presentations Posted to Websites

Apr. 17, 2015 - On April 9, 2015, the Canadian Securities Administrators released Staff Notice 43-309 (the Notice), setting out Staff’s views regarding investor presentations posted to the websites of mining issuers. The Notice provides practical information to assist mining issuers (mostly at the pre-production...

Canada Energy & Natural Resources: Mining Introduction

Dec. 31, 2014 - Chambers Global 2014 (Chambers & Partners)

Osgoode Hall Law School, M&A Skills Boot Camp, “Structuring the Deal”; Toronto, ON; Apr. 01 & 02, 2014

Apr. 01, 2014

Federated Press, 6th International Joint Ventures, “Structuring a Joint Venture”; Toronto, ON; Dec. 12 & 13, 2013

Dec. 12, 2013

Osgoode Hall Law School, JD/MBA Conference ‒ Intersection of Law, Business and Mining, “Heigh-Ho! Off to Work in Mining Law Practice”

Feb. 05, 2013