Wildeboer Dellelce, Blakes, Fasken assist in GCM Mining, Aris Gold merge

Westmont Hospitality, Angelo Gordon's deal to buy Spain-based Room Mate also in deals roundup

Wildeboer Dellelce, Blakes, Fasken assist in GCM Mining, Aris Gold merge

Wildeboer Dellelce and Blakes served as Canadian legal advisors to GCM Mining and Fasken advised Aris Gold in a merger announced on July 25. This week’s deals roundup also features Clifford Chance acting as legal counsel to Westmont and Angelo Gordon in the acquisition of a Spain-based hotel chain.

Toronto-based GCM Mining, British Columbia-based Aris Gold to merge

On July 25, Toronto-based GCM Mining Corp. and British Columbia-based Aris Gold Corporation agreed to merge into one company, with GCM acquiring all outstanding Aris Gold shares that it did not already hold.

Wildeboer Dellelce LLP, Proskauer Rose LLP and CLA Consultores S.A.S. are acting as Canadian, US and Colombian legal advisors to GCM, respectively, and the GCM Special Committee has retained Blake, Cassels & Graydon LLP as its independent counsel.

National Bank Financial and Stifel GMP are acting as co-financial advisors to GCM and each has provided a fairness opinion to the GCM Special Committee and the Board of Directors of GCM.

Fasken Martineau DuMoulin LLP and Dentons are acting as Canadian and Colombian legal advisors to Aris Gold, respectively.

Canaccord is acting as financial advisor to Aris Gold and has provided a fairness opinion to the Board of Directors of Aris Gold. BMO Capital Markets was retained by the Aris Gold Special Committee.

The combined firm will be named Aris Gold Corporation and will be led by Ian Telfer as Chair and Neil Woodyer as CEO and Director.

Aris Gold Chair Ian Telfer said, “The combined group creates a top-in-class company with multiple tier one assets. After Aris Gold became operator of the Soto Norte joint venture, joining forces with GCM became a logical next step.  Our increased scale will also broaden our future opportunities to continue building a +1 million ounce producer over the next few years."

GCM Executive Chair Serafino Iacono said, “Each team has unique strengths with GCM being the Colombian leader for responsible, sustainable mining practices. Together with Aris Gold's Board and management, the combined group brings a track record of building sizable and successful mining companies; this transaction further diversifies the company's portfolio and reaffirms Colombia as an area of focus. While I am stepping down from a day-to-day executive role, I will remain a director and advisor on matters in Colombia as well as an enthusiastic securityholder."

Aris Gold CEO Neil Woodyer said, “We are building a gold mining business with scale, cash flow, a strong financial position with US$397 million of cash and US$260 million of additional committed funding, and a high-quality growth pipeline. Our teams are well known to each other, and together we will optimize the delivery of the growth projects to unlock shareholder value."

The deal is expected to close after the GCM and Aris Gold shareholder meetings in mid-September 2022.

Westmont Hospitality, Angelo Gordon acquire Spain-based Room Mate

Ontario-based Westmont Hospitality Group and US-based Angelo Gordon acquired Room Mate, a Spain-based hotel chain that the two companies initially invested in earlier this year.

As part of the deal, Westmont and Angelo Gordon agreed to maintain Room Mate's current workforce of over 400 employees and to assume nearly $52 million (€40 million) in commitments with lessors, suppliers and customers.

Clifford Chance is acting as legal counsel to Westmont and Angelo Gordon in this transaction.

In a press release, Westmont said, “We are delighted to partner with Angelo Gordon to help Room Mate maximize its full potential. The company has a great product and offers its guests a highly differentiated hotel experience. We believe it is poised for success as the tourism sector continues to recover across Europe and beyond.”

Angelo Gordon Head of European Real Estate, Jacopo Burgio, said, “We are pleased to complete this complex transaction, which we believe reflects Angelo Gordon's experience and ability to execute challenging yet attractive investment opportunities. Room Mate is a leading hotel brand with a loyal customer base and a fantastic team. We look forward to working closely with the company's management team and Westmont to take advantage of the significant opportunity for growth and expansion.”

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