On Oct. 30, 2019, Nexa Resources S.A. (NYSE: NEXA) (TSX: NEXA) and Karmin Exploration Inc. announced that they had completed their previously announced plan of arrangement among Nexa, Karmin, Votorantim Metals Canada Inc., a wholly-owned subsidiary of Nexa, and Kar Gold Inc. ("SpinCo").
Under the terms of the arrangement, each former Karmin shareholder is entitled to US$0.770467 in cash, for each common share of Karmin held prior to the arrangement. In addition, prior to the completion of the arrangement, all of the outstanding options and warrants of Karmin were exercised and certain assets and liabilities of Karmin, including 20,615,138 shares of VI Mining PLC (NEX: VIM), had been transferred to SpinCo. Following the transfer, the common shares of SpinCo were distributed to the former Karmin shareholders by way of a dividend. Nexa will not be involved in the management or operations of SpinCo. Karmin expects to de-list its shares from the TSX Venture Exchange and the Lima Stock Exchange as of the close of trading on Nov. 1, 2019.
Nexa is a large-scale, low-cost integrated zinc producer that currently owns and operates five long-life underground mines in Peru and Brazil - and is developing the Aripuanã Project as its sixth underground mine in Brazil. Karmin's focus is on gold and zinc exploration in Brazil and Peru where the company owns interest in several properties.
Gowling WLG advised Karmin with respect to this transaction with a team that included Ian Mitchell, France Tenaille, Marek Lorenc and Amanda Stevens (corporate/M&A); Ash Gupta and Ted Thiessen (tax); and Jennifer Koschinsky (litigation).