Battle North Gold Corporation (TSX: BNAU) (OTCQX: BNAUF) (“Battle North“) and Evolution Mining Limited (ASX: EVN) (“Evolution“) are pleased to announce they have entered into a definitive arrangement agreement pursuant to which Evolution has agreed to acquire all of the issued and outstanding shares of Battle North (the “Transaction“) at a price of C$2.65 per common share in cash (the “Consideration“), for total consideration for all issued and outstanding shares pursuant to the Transaction of approximately C$343 million.
The Consideration represents a 46% premium over the closing price of the Battle North common shares on the Toronto Stock Exchange on March 12, 2021 and a 54% premium based on the volume-weighted average price (“VWAP“) of the Battle North common shares over the last 20 trading days.
George Ogilvie, Battle North’s President, Chief Executive Officer, and Director, commented:
“The all-cash offer is at a significant premium to market and reflects the extraordinary efforts of the Battle North team to create value at the Bateman Gold Project and ultimately deliver an outstanding outcome for Battle North’s shareholders. We believe that there are unique and undeniable merits to combining the Red Lake assets of Battle North and Evolution and this Transaction reduces development and execution risk. Evolution is a highly regarded mining company with a demonstrated ability to successfully operate internationally. The Battle North team looks forward to working with Evolution to close the Transaction and smoothly transition operations to the new team.”
Jake Klein, Evolution’s Executive Chairman, stated:
“Both Evolution and Battle North started the negotiation with a clear alignment that a consolidation of the properties would create value that would not be available if they were developed and operated separately. George and his team have done a very good job at progressing the Bateman Gold Project to this point and recognise that this is an ideal window to consolidate the properties ahead of the construction of the Bateman mine which is now in its early stages.
This acquisition provides Evolution with an opportunity to expand our footprint in the region and create value by leveraging the infrastructure of the two operations. The additional processing capacity from the new Bateman mill will also accelerate our ability to achieve our objective of producing in excess of 300,000 ounces of gold per annum from Red Lake.In the 12 months that we have been operating at Red Lake we have demonstrated that we are a committed steward of the region. This expansion of our footprint will provide us with an opportunity to build on our track record as a safe and sustainable operator for the long term benefit of a broad range of stakeholders including the local workforce, regional communities and our Wabauskang and Lac Seul First Nation Partners.”
The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia). The Transaction will be subject to the approval of 66⅔ per cent of the votes cast by Battle North shareholders at the annual and special meeting of shareholders (the “Shareholder Meeting“) and a simple majority of the votes cast by Battle North shareholders, excluding certain persons required to be excluded in accordance with Multilateral Instrument 61-101 of the Canadian Securities Administrators. The Shareholder Meeting is currently expected to be held in May 2021.
Details of the Transaction and the Arrangement Agreement will be set out in the management information circular that will be prepared and mailed to Battle North shareholders in connection with the Shareholder Meeting. As well, additional information regarding the terms of the definitive arrangement agreement, the background to the Transaction, the rationale for the recommendations made by the independent directors of the Board and the Battle North Board and how shareholders can participate in and vote at the Shareholder Meeting will be provided in the management information circular. Shareholders are urged to read these and other relevant materials when they become available.
All directors and officers of Battle North (representing approximately 0.60% of the currently outstanding Battle North common shares) have entered into voting support agreements with Evolution to vote their shares in favour of the Transaction.
The definitive agreement includes customary deal protection provisions. Battle North has agreed not to solicit or initiate any discussion regarding any other business combination, subject to customary “fiduciary out” rights. Battle North has also granted Evolution a right to match any superior proposal and will pay a termination fee of C$14.8 million to Evolution if the definitive agreement is terminated in certain events, including if Battle North recommends or approves an acquisition proposal or enters into an agreement with respect to a superior proposal. Battle North has also agreed to make an expense reimbursement payment to Evolution of C$2.0 million if the definitive agreement is terminated as a result of the Battle North shareholders not approving the Transaction at the Shareholder Meeting.
The Transaction has the full endorsement of Evolution’s Board of Directors and will be funded from Evolution’s current cash balance and available credit facilities. No vote will be required by Evolution shareholders.
In addition to a positive Battle North shareholder vote, the Transaction is subject to a limited number of closing conditions, including approval of the Supreme Court of British Columbia, there being no material adverse effect in respect of Battle North and other customary conditions for a transaction of this nature. The Transaction is not subject to any regulatory approvals or a financing condition.
Subject to the conditions precedent being met, the Transaction is expected to close in the second calendar quarter of 2021.