§ Practice · Toronto

Mining M&A & going-private transactions

Mason Law advises mining companies, acquirers, financial advisors and boards on public and private M&A, from plans of arrangement and take-over bids to project sales, options, earn-ins and joint ventures.

§ 01

Overview

Mining M&A turns on sector-specific details: royalty and stream consents and rights of first refusal, change-of-control terms in offtake and financing agreements, permit and tenure transfers, and the minority-protection rules in MI 61-101 when insiders are involved.

Rob Mason has acted on plans of arrangement and take-over bids, going-private transactions, project and asset sales, three-cornered amalgamations, and the option, earn-in and joint-venture agreements that move exploration projects between companies.

Clients include acquirers and targets, vendors, financial advisors and, frequently, special committees of independent directors — see Special Committees & MI 61-101.

As a boutique, Mason Law gives every transaction senior attention from term sheet to closing.

§ 02

Typical Mandates

01
Public M&A
Plans of arrangement, take-over bids and amalgamations, for buyers, targets and financial advisors.
02
Going-private transactions
Insider bids and business combinations, including MI 61-101 valuations and minority approval.
03
Project & asset sales
Sales and acquisitions of mining projects and interests, including retained royalties and streams.
04
Options, earn-ins & joint ventures
Option and earn-in agreements and joint ventures for exploration and development projects.
05
Strategic investments
Strategic equity positions and the investor rights that come with them.
§ 03

Where mining deals are decided

Third-party rights

Rights of first refusal, consents and change-of-control terms in royalty, stream and offtake agreements can reshape a deal’s timetable and price. Map them before signing.

Structure

A plan of arrangement, a take-over bid and an asset sale each carry different approvals, timelines and leverage. The right choice depends on the shareholder base and the assets.

Insiders

When insiders or significant shareholders are involved, MI 61-101 can require a formal valuation and minority approval, and a properly run special committee.

Tenure & permits

Mining claims, leases and permits rarely transfer automatically. Diligence and closing mechanics need to reflect each jurisdiction’s rules.

§ 04

Representative Matters

2025
Trigon Metals — Sale of the Kombat Project, Namibia, to Horizon Corporation.
2025
Pecoy Copper Limited — Concurrent acquisitions of Pembrook Copper Corp. and Copper X Mining Corp.
2025
Maxit Capital — Supported take-over of O3 Mining by Agnico Eagle Mines Limited.
2025
Big Ridge Gold Corp. — Acquisition of remaining 20% of Hope Brook Gold Project and related public financing.
2025
Centerra Gold — Three recently executed option agreements and NSRs relating to projects in Canada and the United States, including in respect of Headwater Gold’s Crane Creek Project.
2024
Maxit Capital — Acquisition of Osisko Mining by Gold Fields Limited.
2024
Marathon Gold (board / special committee) — Going-private transaction with Calibre Mining.
2024
Centerra Gold — Option agreement with Kestrel Gold to earn up to a 75% interest in Kestrel’s QCM gold property, British Columbia.
2023–2024
Maxit Capital LP — Acquisition by IAMGOLD of Vanstar Mining Resources Inc. via CBCA plan of arrangement.
2023
Big Ridge Gold Corp. — Acquisition of Gold Island Inc. by way of three-cornered amalgamation.
2022
PolyMet Mining Corp. (special committee) — Joint venture with Teck Resources.
2014
Yamana Gold — Acquisition of Osisko Gold and the Malartic Gold Project via plan of arrangement.
2014
Champion Iron — Acquisition by Mamba Minerals via plan of arrangement.

Planning a mining transaction?

Rob takes the first call personally.

General information only, not legal advice. Representative matters include transactions led by Robert Mason at Mason Law and at previous firms.