Osisko Mining Shareholders Overwhelmingly Approve Acquisition by Gold Fields
October 17 2024 - 2:16PM
Osisko Mining Inc. ("
Osisko") (TSX:OSK) is pleased
to announce that shareholders of Osisko
("
Shareholders") overwhelmingly approved the
Arrangement Resolution (as defined herein) at the special meeting
of Shareholders (the "
Meeting") held earlier today
at the Offices of Bennett Jones LLP.
The Meeting was called for Shareholders to
consider and, if deemed advisable, approve the previously-announced
plan of arrangement of Osisko (the "Plan of
Arrangement"), pursuant to which Gold Fields Limited,
through a 100% owned Canadian subsidiary (the
"Purchaser" or "Gold Fields"),
would, among other things, acquire all of the issued and
outstanding common shares of Osisko ("Osisko
Shares") for cash consideration of C$4.90 per Osisko
Share.
A total of 241,670,665 Osisko Shares were
represented at the Meeting, in person or by proxy, representing
approximately 63.31% of the total number of issued and outstanding
Osisko Shares outstanding as of the record date for the
Meeting.
The resolution approving the Plan of Arrangement
(the "Arrangement Resolution") was overwhelmingly
approved at the Meeting by (i) 99.546% of the votes cast by
Shareholders voting in person or represented by proxy at the
Meeting, and (ii) 99.539% of the votes cast by the minority
Shareholders voting in person or represented by proxy at the
Meeting, excluding the Osisko Shares required to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI
61-101").
To be effective, the Arrangement Resolution
required the affirmative vote of at least (i) two-thirds of the
votes cast by the Shareholders, present or represented by proxy at
the Meeting, and (ii) a simple majority of the votes cast by the
minority Shareholders, present or represented by proxy at the
Meeting, excluding the Osisko Shares required to be excluded
pursuant to MI 61-101 (being the Osisko Shares held by Mr.
Vizquerra-Benavides). Accordingly, all shareholder
approvals required in order to proceed with the Plan of Arrangement
have been obtained.
The Plan of Arrangement is expected to become
effective on or about October 25, 2024, subject to, among other
things, Osisko obtaining a Final Order from the Ontario Superior
Court of Justice (Commercial List) in respect of the Plan of
Arrangement and the satisfaction or waiver of certain other
customary closing conditions. It is expected that, within two to
three business days following the completion of the Plan of
Arrangement, the Osisko Shares will be delisted from the Toronto
Stock Exchange.
Additional details of the voting results will be
included in a report of voting results to be filed on SEDAR+
(www.sedarplus.ca) under Osisko's issuer profile. Additional
details about the Plan of Arrangement and the Arrangement
Resolution can be found in the management information circular of
Osisko dated September 6, 2024, a copy of which is available on
SEDAR+ (www.sedarplus.ca) under Osisko's issuer profile.
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 Gold Fields of all of the
Osisko Shares and the terms thereof, the expected date of
completion of the Arrangement, the delisting of the Osisko Shares
from the Toronto Stock Exchange and the timing thereof, 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 Gold Fields; 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, the most recent
Management's Discussion and Analysis, and in the management
information circular of Osisko dated September 6, 2024 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
OfficerTelephone (416) 363-8563
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