Orion Mine Finance credit bid and sale of Nemaska Lithium
On December 1, 2020, Nemaska Lithium Inc. (“Nemaska”) announced the completion of its previously announced sale under the Companies’ Creditors Arrangement Act (the “CCAA”), to a group made up of Investissement Québec, and The Pallinghurst Group, acting through an entity named Quebec Lithium Partners (“Pallinghurst”), together with Orion Mine Finance (“Orion”).
The acquisition was achieved through a reverse vesting order (“RVO”) granted by the Superior Court of Québec (Commercial Division) on October 15, 2020. The end result of the RVO process was to expunge the Nemaska debtor entities of assets and liabilities that the bid group did not wish to retain while maintaining the existing corporate structure of such entities, thus preserving key licenses, permits and historical tax attributes.
Pursuant to the terms of the sale proposal accepted August 24, 2020, Investissement Québec and Pallinghust acquired, on a 50-50 basis, all of the issued and outstanding shares of an entity resulting from the amalgamation of Nemaska, its subsidiaries and entities controlled by Orion, to form a new resulting entity that now operates the Nemaska Lithium business.
Further information can be found on press releases on Globe Newswire’s website: August 24, 2020 (proposal acceptance), October 15, 2020 (court approval) and December 1, 2020 (closing).
Investissement Québec’s mission is to participate actively in Québec’s economic development by stimulating business innovation, entrepreneurship and the growth of exports and investment in every region of Québec. IQ provides enterprises and entrepreneurs with support services, including technology-based measures, as well as adapted financial solutions and investments.
Pallinghurst is a leading private investor in the global natural resources sector. Pallinghurst’s firm focus is on investing in the entire value-chain of sustainably sourced battery and fuel-cell materials.
Orion is a global industry leader in delivering customized financial solutions to base and precious metals mining companies.
Torys acted as counsel with a team that included Michael Pickersgill and Michael Jason (corporate/M&A), David Bish (restructuring), Christopher Richter, Marie-Ève Gingras, Corina Manole and Emma Loignon-Giroux (Québec court proceedings), Tom Zverina (financing), Craig Maurice and Andrew Silverman (tax).
Torys also acted on the following in connection with this project:
- Orion Mine Finance in the restructuring of its lithium streaming agreement with Nemaska Lithium Inc.
Orion Mine Finance in its US$150 million lithium streaming agreement with Nemaska Lithium Inc. providing for Orion's purchase of a percentage of all lithium hydroxide and lithium carbonate produced at Nemaska's Shawinigan plant in Québec

| Jurisdiction | Eeyou Istchee James Bay territory and Shawinigan |
| Province/State | Québec |
| Country | Canada |
| Nature of Engagement | M&A |
| Client | Orion Mine Finance |
| Client Role | Seller |