Gold Fields Completes Acquisition of Osisko Mining
October 25 2024 - 12:58PM
Osisko Mining Inc. ("
Osisko") (TSX:OSK) is
pleased to announce the successful completion of its previously
announced plan of arrangement transaction (the
"
Arrangement"), pursuant to which, among other
things, Gold Fields Limited, through a 100% owned Canadian
subsidiary, Gold Fields Windfall Holdings Inc., acquired all of the
issued and outstanding common shares of Osisko (the
"
Shares").
Osisko's Chairman and
Chief Executive Officer, John Burzynski, commented:
"This premium
transaction represents a strong and near-term outcome for our
shareholders and is reflective of the truly world class nature of
the Windfall Project. In the span of nine years, we've transformed
Windfall into one of the largest and highest-grade gold development
projects globally, and this transaction is a testament to the
extraordinary entrepreneurial effort of the Osisko Mining team.
Gold Fields is a globally diversified senior gold producer with an
impressive track record of successfully building and operating
mines. As our (now former) joint venture partner at Windfall, Gold
Fields knows the asset well and understands the significance of the
strong relationships that we have built in Québec with all of our
stakeholders. Moreover, Gold Fields share our core principles of
operating in a safe, inclusive and socially responsible manner.
They are well suited to take Windfall into production and we wish
them all the best going forward."
Under the terms of the Arrangement, each former
shareholder of Osisko is entitled to receive C$4.90 for each Share
(the "Consideration") held immediately prior to
the effective time of the Arrangement. A Final Order approving the
Arrangement was granted by the Ontario Superior Court of Justice on
October 22, 2024. The Arrangement became effective earlier
today.
Former registered shareholders of Osisko are
reminded that, in order to receive the Consideration to which they
are entitled under the Arrangement, they must complete, sign and
return the letter of transmittal to TSX Trust Company, in its
capacity as depositary under the Arrangement, together with their
certificate(s) or DRS advice(s) representing their Shares. If you
have any questions or require further information regarding the
procedures for receiving the Consideration, please contact TSX
Trust Company: (i) by telephone at 1-866-600-5869 (North American
Toll Free) or 416-342-1091 (Outside North America); (ii) by
facsimile at 416-361-0470; (iii) by email at tsxtis@tmx.com; or
(iv) online at www.tsxtrust.com/issuer-and-investor-services.
Former non-registered shareholders should
receive the Consideration to which they are entitled under the
Arrangement directly in their brokerage accounts. Non-registered
shareholders should contact their broker or other intermediary if
they have any questions or require further information regarding
the procedures for receiving the Consideration to which they are
entitled under the Arrangement.
As a result of the completion of the
Arrangement, the Shares are expected to be delisted from the
Toronto Stock Exchange within two business days of closing. Osisko
intends to submit an application to the applicable securities
regulators to cease to be a reporting issuer and to terminate its
public reporting obligations. Each of the directors and senior
officers of Osisko have resigned from their respective positions
with Osisko upon completion of the Arrangement.
Further details regarding the Arrangement are
set out in Osisko's management information circular dated September
6, 2024 which is available on SEDAR+ (www.sedarplus.ca) under
Osisko's issuer profile.
Advisors
Maxit Capital LP and Canaccord Genuity Corp.
acted as financial advisors to Osisko. Bennett Jones LLP acted as
legal advisor to Osisko. Fort Capital Partners acted as financial
advisor to the special committee of independent directors of Osisko
(the "Special Committee"). Cassels Brock &
Blackwell LLP acted as independent legal advisors to the Special
Committee.
About Osisko
Osisko is a mineral exploration company focused
on the acquisition, exploration, and development of precious metal
resource properties in Canada.
About Gold Fields
Gold Fields is a globally diversified gold
producer with nine operating mines in Australia, South Africa,
Ghana, Chile and Peru and one project in Canada. Gold Fields shares
are listed on the Johannesburg Stock Exchange (JSE) and its
American depositary shares trade on the New York Exchange
(NYSE).
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 all
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 timing and ability of Osisko to cause the Shares of
Osisko to be delisted from the Toronto Stock Exchange; and the
timing and ability of Osisko to obtain an order that it has ceased
to be a reporting issuer and to terminate its public reporting
requirements. 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:
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. 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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