Tulla, Pantoro Merge, HSF Advises on Divestment of Industrial Assets

Herbert Smith Freehills is pleased to be advising Tulla Resources Plc (ASX:TUL) (Tulla Resources) on its proposed merger with Pantoro Limited (ASX:PNR) (Pantoro) and demerger of certain Industrial Minerals by way of scheme of arrangement, and a two tranche institutional placement by Pantoro to raise A$75m.

Tulla Resources is a gold development and mineral exploration company incorporated in the UK. Herbert Smith Freehills advised the company on its ASX listing in March 2021.

The merger will consolidate 100% ownership and control of the Norseman Gold Project, along with the Norseman battery and base metals mineral rights.

The merger will create a new mid-cap ASX-listed gold company with target production of 110,000oz per annum, a Mineral Resource of 4.79 Moz and an Ore Reserve of 0.98 Moz and, given the scale of the Norseman project, significant potential to grow the resource base and production profile through greenfields and brownfields exploration.

Herbert Smith Freehills’ team is being led by M&A partner Adam Charles and Capital Markets and M&A partner Tim McEwen, and includes executive counsel Cecilia Mehl, senior associate Nicholas Lee, and solicitor Rhys Ryan.

The core team is further supported by partner Sian Newnham and senior associate Kirstin Northway (energy and resources), partner Nick Heggart (tax), and partner Andrew McLean (finance).

Adam Charles said, “We are delighted to be advising Tulla Resources on this transaction, which will provide Tulla shareholders with the opportunity to realise significant value via the consolidated ownership of the Norseman gold asset and battery metals, and the retained ownership of the industrial mineral rights at Norseman. We are proud to have drawn on our market-leading public M&A, capital markets, energy and resources, tax and finance practices to assist the Tulla team in undertaking this complex transaction. We look forward to continuing to advise Tulla Resources throughout this project.”

Tim McEwen said, “Having continued to work with Tulla Resources since its 2021 IPO, it is great to be assisting the company in this important transaction. We pride ourselves on supporting our clients throughout the long term on a variety of transactions.”

Shakespeare Martineau LLP is advising Tulla Resources on the UK aspects of the schemes.

This deal is another example of Herbert Smith Freehills’ market-leading work in Australian M&A. Other recent examples include:

  • Newcrest in relation to the A$25 billion merger proposal from Newmont
  • Crown Resorts’ A$8.9 billion acquisition by Blackstone and affiliates by scheme of arrangement
  • Sydney Aviation Alliance on its A$32 billion acquisition of Sydney Airport by way of schemes -the largest takeover in Australian history
  • Santos in its A$22 billion merger with Oil Search by way of scheme of arrangement

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