Osisko Mining Obtains Interim Order for Plan of Arrangement; Update on Special Meeting for Gold Fields Transaction
September 03 2024 - 4:30PM
Osisko Mining Inc. ("
Osisko") (TSX:OSK) is pleased
to announce that it has obtained an interim order ("
Interim
Order") from the Ontario Superior Court of Justice
(Commercial List) (the "
Court") in respect of the
acquisition by Gold Fields Limited, through a 100% owned Canadian
subsidiary (the "
Purchaser"), of Osisko by way of
plan of arrangement under the Business Corporations Act (Ontario)
(the "
Arrangement").
The Interim Order, among other things,
authorizes Osisko to call and hold a special meeting of
shareholders of Osisko (the "Special Meeting") to
approve the Arrangement. In accordance with the Interim Order, the
Special Meeting is schedule to be held at 10:00 a.m. (Toronto time)
on Thursday, October 17, 2024, at the offices of Bennett Jones LLP,
Suite 3400, One First Canadian Place, Toronto, Ontario, Canada.
Under the terms of the Arrangement, the
Purchaser has agreed to acquire all of the issued and outstanding
common shares of Osisko (the "Shares") at a price
of C$4.90 per Share (the "Consideration"). The
Consideration represents a premium of approximately 55% to the
20-day volume weighted average trading price per Share on the
Toronto Stock Exchange for the period ending August 9, 2024, being
the last trading day prior to the announcement of the
Arrangement.
Shareholders of Osisko as of August 30, 2024,
being the record date of the Special Meeting, will receive notice
of, and be entitled to vote at, the Special Meeting. A management
information circular of Osisko (the "Circular"),
which will provide further information about the Arrangement, will
be mailed to shareholders of Osisko in due course.
The Circular will include the unanimous
recommendation of the Board of Directors of Osisko for Osisko's
shareholders to vote FOR the Arrangement. The
Circular will be available in due course on SEDAR+
(www.sedarplus.ca) under Osisko's issuer profile.
The hearing date for the application for the
Final Order of the Court is scheduled for October 22, 2024. The
Arrangement is anticipated to become effective on or about October
25, 2024, subject to obtaining the required approvals from the
shareholders of Osisko, the final order from the Court, the receipt
of all approvals under the Competition Act (Canada) and the
satisfaction or waiver of all other closing conditions.
Shareholder Questions
For shareholder inquiries regarding the
Arrangement, please contact Laurel Hill Advisory Group:
North America Toll Free: 1-877-452-7184 Calls
Outside North America: 416-304-0211Email:
assistance@laurelhill.com
About
Osisko
Osisko is a mineral exploration company focused
on the acquisition, exploration, and development of precious metal
resource properties in Canada. Osisko holds a 50% interest in the
high-grade Windfall gold deposit located between Val-d'Or and
Chibougamau in Québec and holds a 50% interest in a large area of
claims in the surrounding Urban Barry area and nearby Quévillon
area (over 2,300 square kilometers).
Cautionary
Statement Regarding
Forward-Looking Statements
This news release may contain forward-looking
statements (within the meaning of applicable securities laws) which
reflect Osisko's current expectations regarding future events.
Forward-looking statements are identified by words such as
"believe", "anticipate", "project", "expect", "intend", "plan",
"will", "may", "estimate" and other similar expressions. The
forward-looking statements in this news release include statements
regarding the proposed acquisition by the Purchaser of all of the
Shares of Osisko and the terms thereof, the anticipated date of the
Special Meeting, the anticipated filing of materials on SEDAR+, the
expected date of completion of the Arrangement, the receipt of all
required regulatory approvals and other statements that are not
historical fact.
The forward-looking statements in this news
release are based on a number of key expectations and assumptions
made by Osisko including, without limitation: the Arrangement will
be completed on the terms currently contemplated; the Arrangement
will be completed in accordance with the timing currently expected;
and all conditions to the completion of the Arrangement will be
satisfied or waived. Although the forward-looking statements
contained in this news release are based on what Osisko's
management believes to be reasonable assumptions, Osisko cannot
assure investors that actual results will be consistent with such
statements.
The forward-looking statements in this news
release are not guarantees of future performance and involve risks
and uncertainties that are difficult to control or predict. Several
factors could cause actual results to differ materially from the
results discussed in the forward-looking statements. Such factors
include, among others: the Arrangement not being completed in
accordance with the terms currently contemplated or the timing
currently expected, or at all; expenses incurred by Osisko in
connection with the Arrangement that must be paid by Osisko in
whole or in part regardless of whether or not the Arrangement is
completed; the conditions to the Arrangement not being satisfied by
Osisko and the Purchaser; currency fluctuations; disruptions or
changes in the credit or security markets; results of operations;
and general developments, market and industry conditions.
Additional factors are identified in Osisko's annual information
form for the year ended December 31, 2023 and most recent
Management's Discussion and Analysis, each of which is available on
SEDAR+ (www.sedarplus.ca) under Osisko's issuer profile.
Readers, therefore, should not place undue
reliance on any such forward-looking statements. There can be no
assurance that the Arrangement will be completed or that it will be
completed on the terms and conditions contemplated in this news
release. The proposed Arrangement could be modified or terminated
in accordance with its terms. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, Osisko assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Contact
Information:
John BurzynskiChairman & Chief Executive
Officer(416) 363-8563
Osisko Mining (TSX:OSK)
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