OceanaGold Corp has agreed to acquire all the shares in Canadian gold miner Pacific Rim Mining Corp that it doesn't already own in a deal valued at $C10.2 million ($A10.43 million).
OceanaGold is offering 0.04006 of its shares for each Pacific Rim share, which would see it issue some 6.76 million new shares to Pacific Rim holders, the Melbourne-based miner said on Wednesday.
The offer values Pacific Rim shares at $C0.06 apiece, a 50 per cent premium to the stock's 20-day volume weighted average trading price on the Toronto Stock Exchange.
For OceanaGold, the proposed acquisition would give it control of Pacific Rim's El Dorado Gold Project in El Salvador, a high grade gold-silver resource yet to be developed.
"This transaction will provide OceanaGold shareholders with potential exposure to a high grade gold-silver resource located in a very prospective region," OceanaGold managing director Mick Wilkes said in a statement.
OceanaGold currently owns just under 20 per cent of Pacific Rim. As part of the agreement, OceanaGold will advance Pacific Rim as much as $US1 million ($A1.06 million) for working capital at a 10 per cent interest rate.
The agreement has been unanimously approved by the directors of OceanaGold and Pacific Rim, excluding one common director who abstained from voting.
The proposal is fair to Pacific Rim shareholders from a financial point of view, according to advice provided to Pacific Rim from Evans & Evans Inc.
The board recommends shareholders vote in favour of the arrangement, the company said.
Pacific Rim is currently in dispute with the government of El Salvador over what it says is a passive refusal to issue a decision on Pacific Rim's application for environmental and mining permits for the El Dorado project.
The proposed acquisition is expected to close next month pending shareholder and regulatory approvals.
