Rio2 Limited and Atacama Pacific Gold Corporation’s Merger of Operations in Chile


DLA Piper, Guerrero Olivos, Stikeman Elliott and Baker McKenzie advised on the deal

Rio2 Limited (TSXV:RIO) and Atacama Pacific Gold Corporation (TSXV:ATM) have entered into a definitive arrangement agreement to combine their respective businesses via a court approved plan of arrangement. The combined company will continue to operate under the name Rio2 Limited and will be managed by Rio2’s existing executive team led by Alex Black as President and Chief Executive Officer.

Under the terms of the Arrangement Agreement, each Atacama Pacific shareholder will receive 0.6601 shares of the combined company for each Atacama Pacific common share held and each Rio2 shareholder will receive 0.6667 shares of the combined company for each Rio2 common share held. Upon completion of the Transaction and the Rio2 Financing (described below), the combined company will have approximately 102 million basic common shares outstanding. Approximately 42.5% of the fully-diluted in-the-money shares of the combined entity will be held by former Rio2 shareholders and 57.5% held by former Atacama Pacific shareholders.

The exchange ratio represents consideration to Atacama Pacific shareholders of C$0.95 per Atacama Pacific common share based on the closing price of Rio2 common shares of C$0.96 per share on the TSXV Exchange as at May 11, 2018. This value implies a 58% premium over the May 11, 2018 closing price of Atacama Pacific’s common shares of C$0.60 and a 45% premium calculated on the 20-day volume weighted average price (“VWAP”) of each respective company as of May 11, 2018.

Each of the Rio2 and Atacama Pacific Board of Directors have unanimously approved the Arrangement Agreement and will recommend that their respective shareholders vote in favor of the Transaction.

Rio2 Limited operates as a mining company. The Company, led by Alexander Black, Kathryn Johnson and Timothy Williams focuses on exploration and production of gold properties.

Atacama Pacific Gold Corp. acquires. explores, and develops gold mineral properties in Chile. The company, led by Albrecht Schneider, Carl B Hansen and Thomas J Pladsen is based in Toronto.

In Canada, DLA Piper advised Rio2 Limited with a team including Daniel Kenney.

In Chile, Guerrero Olivos advised Rio2 Limited with Juan Enrique Allard (Picture), Pedro Lyon, Martín Santa María, Josefina Yávar, Benjamín Pérez, José Miguel Prieto, Macarena Montt, Magdalena Urquidi, Antonia Ibarra and Alfonso Niklitschek.

In Canada, Stikeman Elliott LLP advised Atacama Pacific Gold Corporation with a team including Quentin Markin, Jennifer Honeyman, John Bullock and Terry Grazier.

In Chile, Baker McKenzie advised Atacama Pacific Gold Corporation with Antonio Ortúzar Jr.

Involved fees earner: Juan Enrique Allard – Guerrero Olivos; Josefina Yávar Celedón – Guerrero Olivos; Pedro Lyon – Guerrero Olivos; Martín Santa María – Guerrero Olivos; Quentin Markin – Stikeman Elliott; Jennifer Honeyman – Stikeman Elliott; John Bullock – Stikeman Elliott; Daniel Kenney – DLA Piper; Antonio Ortúzar Jr. – Baker McKenzie; Antonio Ortúzar – Baker McKenzie;

Law Firms: Guerrero Olivos; Stikeman Elliott; DLA Piper; Baker McKenzie;

Clients: Atacama Pacific Gold Corporation; Rio2 Ltd;