INDEPENDENT
MINING ADVISORY
Based in Vancouver, we are a fully independent investment banking platform providing strategic M&A and capital markets advice to clients within the global metals and mining industry
Our goal is to build long term, trusted relationships with our clients, providing ongoing independent advice to help execute corporate strategy and achieve their objectives
Founded in 2020, GenCap Mining Advisory is a fully independent investment banking platform with expertise in mergers & acquisitions and capital markets advisory within the global metals and mining industry.
We are a team of highly experienced professionals with an extensive track record of originating and executing some of the largest and most intricate transactions in the mining sector.
Drawing on 50+ years of experience, we offer a full suite of strategic advisory services and we are committed to providing trusted, independent and innovative advice to global corporate clients.
Our services include:
M&A strategy and tactics, navigating buy-side / sell-side deal dynamics
Identifying and evaluating potential merger, acquisition, or
divestment opportunities
Takeover defence strategy, preparedness and measures to manage unsolicited approaches
Deal structuring considerations and negotiating commercial terms
Detailed financial modeling, including valuation, cash flow, and financial / operational impact analysis
Understanding prevailing market conditions, industry trends and investor perspectives
Development of public market messages and preparation of
shareholder communications
Transaction management and co-ordination, including reviewing / coordinating transaction-related documentation
Assessment and mitigation of potential transaction risks
Formal valuations and fairness opinions
Evaluating strategic investments and capital markets advisory
Alternative finance structures including royalty and streaming
OUR FIRM
EXPERIENCE
Recent Transactions
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GenCap acted as financial advisor to Great Bear Royalties
On July 11, 2022 Great Bear Royalties Corp. announced a C$200M sale to Royal Gold Inc. for C$6.65 per share in cash. The transaction is expected to close in Q3 2022.
Deal Terms
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Royal Gold to acquire all of the outstanding common shares of Great Bear Royalties by way of Plan of Arrangement for C$6.65 per share in cash
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The transaction price represents a premium of 51% and 43% to the closing price and the 20-day VWAP, respectively, of Great Bear Royalties shares on the TSX-V as at July 8, 2022
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GenCap acted as financial advisor to Capstone and provided a fairness opinion to the Board of Directors
On November 30, 2021 Capstone Mining Corp. announced a US$3.3B combination with Mantos Copper to create Capstone Copper. The transaction will establish Capstone Copper as a premier copper producer with a diversified portfolio of high-quality, long-life operating assets focused in the Americas with an extensive pipeline of near-term organic growth opportunities. Mantos Copper is a privately-owned copper producer with two producing mining assets; 70% Mantoverde and Mantos Blancos, both located in northern Chile. The transaction closed on March 23, 2022.
Deal Terms
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Acquisition of all shares of Capstone by Mantos by way of a Plan of Arrangement, with each Capstone shareholder to receive 1 Mantos share per Capstone share
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Unanimously approved and recommended by the Company’s board of directors
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Upon completion of the Transaction, former Capstone and Mantos shareholders will collectively own 60.75% and 39.25%, respectively, on a fully-diluted basis
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GenCap acted as financial advisor to Great Bear and provided a fairness opinion to the Board of Directors
On December 8, 2021 Great Bear Resources announced a C$1.8B sale to Kinross Gold Corporation for C$29.00 per share in cash and share consideration plus a contingent value right ("CVR").The transaction closed on February 24, 2022.
Deal Terms
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Kinross to acquire all of the outstanding common shares of Great Bear by way of Plan of Arrangement for C$29.00 per share cash or 3.8564 Kinross shares per Great Bear share subject to proration
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Maximum cash consideration of C$1.4B and maximum Kinross shares issued of 95.8M shares
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Premium of 31% to spot and 40% to the 20-day VWAP of Great Bear’s shares
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Great Bear shareholders to also receive contingent consideration in the form of one CVR per Great Bear common share, equal to 0.1330 Kinross shares per Great Bear share (represents an additional C$1.00 per Great Bear share or ~C$58M in aggregate consideration)
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CVR to be triggered upon the public announcement of commercial production, provided at least 8.5 Moz of gold contained in M&I resources
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GenCap acted as financial advisor to Ero Copper
On June 30, 2021, Ero Copper Corp. announced a US$110M gold stream agreement with Royal Gold Inc. on production from Ero Copper’s NX Gold mine in Mato Grosso, Brazil. The transaction closed on August 6, 2021.
Deal Terms
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US$100M upfront cash proceeds in exchange for 25% of gold produced at NX Gold until 93 koz gold delivered, after which the stream is reduced to 10%
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Royal Gold to make ongoing payments of 20% of the prevailing spot gold price until 49 koz received and 40% of the gold spot price thereafter
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Additional US$10M payable to Ero Copper subject to certain performance conditions related to resource increases and planned exploration drilling
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Royal Gold to contribute US$5/oz delivered towards ESG initiatives at NX Gold
GenCap acted as financial advisor to Capstone
On March 25, 2021, Capstone Mining Corp. announced a US$290M gold stream agreement with Wheaton Precious Metals Corp. on future production from Capstone's Santo Domingo project in Chile. The transaction closed on April 21, 2021.
Deal Terms
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Upfront cash consideration of US$290M, of which $30M is payable on closing and the remainder is payable during construction of the Santo Domingo project
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Wheaton Precious Metals will make ongoing payments of 18% of the spot gold price at the time of delivery
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Capstone to deliver 100% of payable gold produced until 285 koz delivered, after which the stream is reduced to 67%
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GenCap acted as financial advisor to Capstone
On December 11, 2020, Capstone Mining Corp. announced a US$150M silver stream agreement with Wheaton Precious Metals Corp. on production from Capstone's Cozamin mine in Zacatecas, Mexico. The transaction closed on February 19, 2021.
Deal Terms
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Upfront cash payment of US$150M plus ongoing payments of 10% of the spot silver price at the time of delivery
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Capstone to deliver 50% of payable silver produced until 10 Moz delivered, after which the stream is reduced to 33%
Previous Experience
Prior to founding GenCap, members of our team executed some of the largest and most transformative transactions in the global metals and mining industry
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GenCap acted as financial advisor to Great Panther Mining
On June 29, 2022, Great Panther Mining Limited, announced the sale of its Mexican subsidiary which holds the Guanajuato Mine Complex (“GMC”), the Topia mine, and the El Horcón and Santa Rosa projects to Guanajuato Silver Company Ltd. ("GSilver") for total consideration of up to approximately US$20M. The transaction closed on August 4, 2022.
Deal Terms
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Upfront consideration of US$8.0M cash, US$1.35M in working capital adjustments
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25.8M GSilver shares valued at ~US$8.9M (based on GSilver's share price on closing of the transaction)
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Performance-linked consideration of US$500k upon producing 2.5 Moz of silver from GMC and Topia
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Commodity-linked consideration of (i) US$750k upon the price of silver closing at or above US$27.50/oz over a 30-day period in the next two years; and (ii) US$750k upon the price of silver closing at or above US$30.00/oz over a 30-day period in the next three years
OUR TEAM
We have worked together since 2007 and have over 50 years of combined experience providing strategic advice to clients
MARCUS CHALK, CFA
Managing Director
Marcus has over 25 years experience as a leading strategic and capital markets advisor in the global metals and mining industry. Prior to founding GenCap, he spent 14 years leading the Vancouver mining investment banking team at Scotiabank and was at Macquarie North America (Toronto and Vancouver) and CIBC Wood Gundy (Toronto, Sydney and Vancouver) prior to that.
He holds a Honours Business Administration and a BA in Economics from the University of Western Ontario and is a CFA Charterholder.
Marcus is a Non-Executive Director of P2 Gold Corp. and Fireweed Metals Corp, both listed on the TSX Venture Exchange.
MATTHEW HENDRIKS
Director
Matt has over 15 years of investment banking and capital markets experience in the metals and mining industry. Prior to joining GenCap, he spent 13 years working in investment banking at Scotiabank (Vancouver) and was at BMO Capital Markets (Vancouver) prior to that.
He holds a Bachelor of Management and Organizational Studies (Finance, Honours) from the University of Western Ontario.
JESSE BIRCH
Director
Jesse has 15 years of investment banking and capital markets experience in the metals and mining industry. Prior to joining GenCap, he spent 13 years working in investment banking at Scotiabank (Vancouver).
He holds a Bachelor of Commerce (Finance, Honours) from the Sauder School of Business at the University of British Columbia.
BRANDON KUMAR
Analyst
Brandon joined GenCap in February 2021. Prior to joining GenCap, he spent 5 years working in transaction due diligence and public practice accounting roles in both Canada and the United States.
He holds a Bachelor of Commerce (Accounting, Honours) from the Sauder School of Business at the University of British Columbia and obtained his CPA designation while working at PricewaterhouseCoopers (PwC) in Vancouver.
SHAHARYAR (ALI) SYED
Analyst
Ali joined GenCap in May 2021. Prior to joining GenCap, he spent two years providing M&A advice, valuation services, and financial litigation support to clients in the diversified mid-market space.
He holds a Bachelor of Science (Applied Mathematics, Honours) from the University of British Columbia.
CONTACT
Suite 1020 – 625 Howe Street
Vancouver, BC V6C 2T6
For general inquiries please contact:
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