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zenithyue
15-04-2011, 15:14
They're selling it as the vehicle to create a leading Colombian gold company. Two juniors already joined at the hip, Medoro Resources (TSX: MRS) and Gran Colombia Gold (TSX:GCM), plan to merge under the latter's banner creating a gold miner with a market capitalization of over $600 million and a plan to grow production from shy of 100,000 ounces gold in 2011 to some 600,000 ounces by 2016.
The all-stock merger, if approved, would give Medoro shareholders 1.2 shares of Gran Colombia for each of their own shares and 0.5 warrants exercisable at $2.60 until August 24, 2015, and means that Medoro shareholders would end up with roughly 44% of the combined company. On news of the deal at presstime Gran Colombia's shareprice had shed 4.5 percent to fall to $1.50, while Medoro's share price had gained a cent and traded at $2.13.
Robert Metcalfe, addressing analysts in a conference call, said the aim of the exercise was to "take advantage of a dominant position." Among other Colombian assets, the merger brings together under one roof Gran Colombia's operating Frontino gold mine in Antiquoia State and Medoro's massive Marmato gold project in Caldas State.
At Marmato, where small-scale underground mining has long taken place, Medoro has outlined measured and indicated resources of 226 million tonnes @0.9 g/t Au and 5.1 g/t Ag, or 6.6 million contained gold and 37 million contained silver ounces. Don East, Medoro's chief operating officer, said Medoro aims to complete a scoping study of an open-pit gold mine at Marmato within three or four weeks and, if development plans go smoothly, forecasts an open pit mine could operate by 2015.
Known resources at Gran Colombia's Frontino mine are vastly fewer in gold ounces than those at Marmato - at Frontino the measured and indicated categories stand at 299,000 tonnes @13.1 g/t Au, for 126,000 contained ounces gold - but production at the mine is nonetheless slated to hit a yearly rate of 100,000 ounces gold by the third quarter 2011. Under Gran Colombia's tenure at Frontino in 2010, which only began about halfway through last year, it had sold 14,071 ounces gold.
The merger may not come as a complete surprise. Management and directors of the two companies are already deeply intertwined. Serafino Iacono, Medoro's co-founder and interim CEO, is also the Executive Co-Chairman of Gran Colombia, another company he founded. Likewise, the other Gran Colombia executive co-chairman, Miguel de la Campa, is Medoro's executive director.
Furthermore Medoro already holds a five percent free-carried interest in the Frontino mine. In fact it was Medoro that originally acquired rights to the Frontino mine early last year. At the time it had planned to end up as a 50 percent joint-venture partner at Frontino with Gran Colombia. But a few months later, in June, Medoro announced it would renegotiate the joint-venture to the free-carried interest.
It cited then market conditions and stated it would not be "appropriate to incur the significant dilution that would be associated with raising money at this time." A day later Medoro announced a three-for-one share consolidation, and Gran Colombia ultimately raised $275 million, a little over a third of which completely settled pensions due to former workers at the Frontino mine by transferring them to the state.
Medoro and Gran Colombia have set a mid-June date for shareholders to vote on the merger. Both agreed to a $12 million break free, and the right to match any competing offers.
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