Hill Dickinson advises on takeover of Condor Gold for up to £90.1 million

Deal15.01.20255 mins read

Law firm Hill Dickinson has advised Condor Gold on its recommended takeover by AIM-listed Metals Exploration plc. The consideration of the takeover, which included cash, shares and contingent value rights elements, valued Condor Gold at a maximum amount of approximately £90.1 million and was effected by way of a court-sanctioned scheme of arrangement.

Metals Exploration is a gold exploration and production company with two projects located in the Philippines. The company’s primary asset is the Runruno mine, located 205km north of Manila in the province of Nueva Vizcaya, which is now at a mature stage and has limited remaining life of mine and no significant exploration or expansion opportunities. Metals Exploration’s more recently acquired asset, the Abra Project, is an early exploration-stage copper and gold project located on the western belt of the highly endowed Central Cordillera region in Abra, Luzon and covering an area of 16,200 hectares.

By acquiring Condor Gold, Metals Exploration is seeking to implement its growth strategy of building a diversified cash generative portfolio of projects through appropriate acquisition opportunities. With Metal Exploration’s Runruno mine nearing the end of its mine-life and the Abra Project still being early stage, Condor Gold’s assets present a compelling opportunity to simultaneously acquire a well-explored and substantial gold project with a relatively near-term path to production, diversify geographically, and strategically expend the free cash flow its Runruno mine is generating to increase the potential for enhanced returns to shareholders.

The Hill Dickinson team acting on the takeover was led by corporate partners Michael Corcoran, Shantanu Sinha and Sam Hudson, with support from corporate associates Cyprien Berlan and Amelia Chung and corporate paralegals Elly Falbo and Martha Morrow. Support to the deal team was provided by litigation colleagues in respect of the court process for the scheme of arrangement by Amanda Burge (Partner), Jade Salton-Brooks (Associate) and Oliver Hart (Associate); with additional assistance on the transaction provided by tax colleague, David Klass (Partner) and debt capital markets colleague, James Harmer (Partner).

We are delighted to have advised Condor Gold on its takeover by Metals Exploration. Congratulations to the whole Condor team, and of course to Metals Exploration for getting this deal done. We wish the enlarged group every success in bringing the La India project into production.

Michael Corcoran

Corporate Partner

Commenting on the takeover, Michael Corcoran said: “We are delighted to have advised Condor Gold on its takeover by Metals Exploration. Congratulations to the whole Condor team, and of course to Metals Exploration for getting this deal done. We wish the enlarged group every success in bringing the La India project into production.

“It was a whole team effort at Hill Dickinson, and I thank my colleagues for the huge effort in Q4 2024. Thank you to our barrister, Jessica Power of New Square Chambers, for her brilliant work at the Hearings and supporting with the court papers.

“The team at Hill Dickinson is being approached by an increasing number of listed companies as they receive expressions of interest, consider strategic options or consider making potential offers. We have a brilliant mid-market team, with depth at all levels to resource what are notoriously fast-moving deals, and significant experience to support management navigate complex rules and regulations, as well as add value at all stages of the process.”

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