Osisko Announces Conversion of Northern Star Debenture; Reminds Shareholders to Vote for the Plan of Arrangement With Gold Fields
October 09 2024 - 4:00PM
Osisko Mining Inc. ("
Osisko") (TSX:OSK) announces
that Northern Star Resources Limited ("
Northern
Star") has elected to convert its $154 million of
convertible senior unsecured debenture due December 1, 2025 (the
"
Debentures") for 38,500,000 common shares of
Osisko (the "
Shares") at a price of $4.00 per
Share.
Northern Star has elected to convert the
Debenture for Shares to participate in the Arrangement (as defined
herein) as a shareholder of Osisko. The Arrangement was previously
announced on August 12, 2024, pursuant to which, among other
things, Gold Fields Holdings Company Limited, through a 100% owned
Canadian subsidiary, Gold Fields Windfall Holdings Inc.
("Gold Fields"), agreed to acquire all of the
issued and outstanding Shares of Osisko (the
"Arrangement").
The Shares issued to Northern Star upon the
conversion of the Debentures were issued subsequent to the record
date for the Special Meeting (as defined herein) and are therefore
not eligible to vote on the Arrangement at the Special Meeting.
Special Meeting to Approve Arrangement
Osisko has called a special meeting of its
shareholders (the "Special Meeting"), scheduled to
be held on October 17, 2024 at 10:00 a.m. (Toronto time), where
shareholders of Osisko will be asked to vote on the
Arrangement.
Under the terms of the Arrangement, each
shareholder will be entitled to receive C$4.90 (the
"Consideration") per Share upon completion of the
Arrangement. The Consideration represents an approximate 55%
premium 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.
On the unanimous recommendation of the Special Committee,
the Board of Directors of Osisko unanimously recommends that
Shareholders
vote FOR the
Arrangement.YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAYThe proxy voting deadline is 10:00 a.m.
(Toronto time) on Tuesday, October 15, 2024. |
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Special Meeting Details
The Special Meeting is scheduled to be held on
Thursday, October 17, 2024 at 10:00 a.m. (Toronto time) at the
offices of Bennett Jones LLP located at One First Canadian Place,
100 King Street West, Suite 3400, Toronto, Ontario, Canada, M5X
1A4. The management information circular of Osisko dated as of
September 6, 2024, together with the associated materials relating
to the Special Meeting (collectively, the "Special Meeting
Materials") are available on SEDAR+ (www.sedarplus.ca)
under Osisko's issuer profile. Shareholders are encouraged to
review the Special Meeting Materials prior to voting on the
Arrangement.
Shareholder Questions
Shareholders who have questions about the
Special Meeting, or require more information or assistance in
voting, should contact Osisko's strategic shareholder advisor
and proxy solicitation agent, Laurel Hill Advisory Group, at:
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North America
Toll Free: 1-877-452-7184Collect Calls Outside North America: +1
416-304-0211 (for Shareholders outside Canada and the US)By
Email: assistance@laurelhill.com |
|
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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
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 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 Burzynski Chairman & Chief Executive
Officer (416) 363-8563
Osisko Mining (TSX:OSK)
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