Centerra Gold Inc. completes US$1.1B acquisition of Thompson Creek Metals Company Inc.

Date Closed

October 20, 2016

Lead Office

Vancouver

Value

1.10 Billion USD

On October 20, 2016, all of the issued and outstanding common shares of Thompson Creek Metals Company Inc. were acquired by Centerra Gold Inc. by way of a plan of arrangement in British Columbia. Shareholders of Thompson Creek received 0.0988 of a Centerra common share for each Thompson Creek common share. In connection with the closing of the Arrangement, all of Thompson Creek’s outstanding secured and unsecured notes were discharged for US$881 million in cash.

To fund the discharge of Thompson Creek’s outstanding notes, Centerra issued subscription receipts for common shares, and a wholly-owned subsidiary of Centerra entered into a credit agreement providing for a US$250 million senior secured non-revolving term credit facility and a US$75 million senior secured revolving term credit facility.

Concurrently with the closing of the Arrangement, Royal Gold, Inc.’s subsidiary RGLD Gold AG’s streaming interest at Thompson Creek’s Mount Milligan Mine was amended by converting Royal Gold’s 52.25% gold stream to a 35% gold stream and 18.75% copper stream. 

McCarthy Tétrault LLP acted as Canadian counsel to Royal Gold in connection with the amendment to the Mount Milligan stream, including intercreditor arrangements, with a team comprised of Roger Taplin, Jamey Gage, Christopher Langdon, Stephen Curran, Steven Molnar, Monika Sawicka and Theodore Stathakos.

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