Allens is advising Bastion Mining Pte. Ltd on its off-market takeover of Xanadu Mines Limited, which holds a 38.25% interest in its flagship Kharmagtai copper and gold project in Mongolia, which it is developing in a joint venture with Zijin Mining Group Co.
Bastion represents a consortium that includes private Singapore company Boroo Pte Ltd and Xanadu director, Mr Ganbayar Lkhagvasuren. Boroo has operations in Mongolia and Peru.
Bastion has declared the takeover unconditional which will see Bastion acquire Xanadu for an implied value of $160 million (on a 100% acquisition basis), representing a 57% premium to Xanadu's closing share price.
The deal was recommended by the independent Xanadu directors and supported by Xanadu's largest independent shareholder, CAAF Ltd.
Allens advised Bastion on all aspects of the transaction including a $17.2 million pre-bid placement to Bastion to fund the joint venture and cover working capital expenses during the takeover, and navigating Xanadu's 19.9% shareholder and joint venture partner, Zijin. Upon announcement of the takeover, Xanadu withdrew a shareholder vote on a resolution to exercise a put option that would require Zijin to acquire a 25% stake in the joint venture from Xanadu for US$25 million.
'We're seeing growing demand among international investors for new resources and reserves, particularly as gold continues to consolidate,' said lead partner Bryn Hardcastle.
'In particular, east Asian mineral assets – such as Xanadu's Kharmagtai copper-gold project in Mongolia – are attracting increased interest.
'We are delighted to be working with Boroo and Bastion Mining on this exciting acquisition, and look forward to seeing Kharmagtai progress under Bastion's custodianship.'
Allens legal team
Bryn Hardcastle (Partner), Chris Bailey (Senior Associate), Jesse Lines (Senior Associate), Francesca Bailey (Lawyer)