Continental Gold acquired by Zijin Mining Group in All-Cash Offer for C$1.4 Billion

On December 2, 2019 Zijin Mining Group Co., Ltd. ("Zijin") and Continental Gold Inc. ("Continental") announced the entering into of a definitive agreement, pursuant to which Zijin agreed to acquire all of the outstanding and convertible shares of Continental at a price of C$5.50 per share in cash, valuing Continental at approximately C$1.4 billion on a fully diluted basis. In connection with the transaction, subject to regulatory approval, Zijin also agreed to subscribe for US$50 million in convertible debentures of Continental with a term of 5 years and a 5% interest rate. These debentures will be convertible at the holder's option into common shares of Continental at a conversion price equal to C$4.50 per share, subject to adjustment. The Transaction was unanimously approved by the board of directors of Continental following the recommendation of a special committee of independent directors of Continental (the "Special Committee"). Fasken advised the Special Committee with a team that included John Turner, Bradley Freelan and Ryan Kleinman.