Discovery’s acquisition of Newmont’s Porcupine Complex among this week’s top deals

Discovery has entered into agreements for a financing package totaling approximately $800 million (US$555 million) to fund the acquisition, including $576.5 million (US$400 million) related to royalty and debt agreements with Franco-Nevada Corporation and a $225 million bought deal public offering of subscription receipts. Of the public offering, BMO Capital Markets served as the sole bookrunner and SCP Resource Finance LP as co-lead underwriter on behalf of a syndicate of underwriters.

Bennett Jones LLP is serving as the legal counsel to Discovery, while Goodmans LLP is advising Newmont. Cassels Brock & Blackwell LLP is serving as the legal counsel to Franco-Nevada and McMillan LLP is representing the underwriters for the $225 million public offering.

“The acquisition of the Porcupine Complex is an important step forward as we work to build a highly profitable precious metals producer,” said Discovery CEO Tony Makuch. “Through this acquisition, we are combining growing gold production at Porcupine with tremendous upside, in one of the world’s great gold camps, with our Cordero project, one of the industry’s leading silver development projects based on reserves and expected production.”

The deal is expected to close in the first half of 2025, subject to regulatory approvals and customary closing conditions.

TD Bank prices $1 billion subordinated debt offering

The Toronto-Dominion Bank announced a domestic public offering of $1 billion of 4.231 percent medium term notes (subordinated debt), set to close on January 31, 2025. The notes mature on February 1, 2035, with a fixed interest rate of 4.231% per annum until February 1, 2030. TD Bank may redeem the notes in whole or in part after February 1, 2030, with prior regulatory approval.

The offering was led by TD Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Desjardins Securities Inc., National Bank Financial Inc., RBC Dominion Securities Inc., iA Private Wealth Inc., Laurentian Bank Securities Inc., Manulife Wealth Inc., Merrill Lynch Canada Inc., and Wells Fargo Securities Canada, Ltd.

McCarthy Tétrault LLP served as legal counsel to TD Bank and Fasken Martineau DuMoulin LLP represented the dealers.

The net proceeds will be sed for general banking purposes, including the redemption of outstanding capital securities.

Seabridge Gold renews $144 million at-the-market offering

Toronto-based Seabridge Gold Inc. launched a US$100 million (C$143.71 million) at-the-market (ATM) offering of common shares under a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., RBC Capital Markets, LLC, Cantor Fitzgerald Canada Corporation, and RBC Dominion Securities Inc. Shares will be sold on the NYSE at market prices, with a 2 percent commission paid to the agents.

DuMoulin Black LLP and Thorsteinssons LLP served as the Canadian legal counsel to Seabridge, with Carter Ledyard & Milburn LLP as the US legal advisor. Bennett Jones LLP and Cooley LLP acted as Canadian and US legal counsel, respectively, to the agents.

“This agreement replaces a previous agreement which has lapsed,” said Seabridge chairman and CEO Rudi Fronk. “We have found that our ATM programs in the past have provided us with considerable flexibility to raise funds on an efficient basis, when needed. Any share issuance under the ATM is fully disclosed in our financial statements.”

Proceeds will fund exploration, early construction at Seabridge’s KSM Project in British Columbia, and general corporate purposes.