/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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TORONTO, Nov. 15, 2019 /CNW/ - Barkerville Gold
Mines Ltd. (TSXV: BGM) ("Barkerville" or the
"Corporation") is pleased to announce that shareholders of
the Corporation ("Shareholders") overwhelmingly approved the
proposed business combination (the "Arrangement") with
Osisko Gold Royalties Ltd (TSX: OR) ("Osisko") at the
special meeting of Shareholders held earlier today (the "Special
Meeting").
At the Special Meeting, the special resolution authorizing the
Arrangement was approved by: (i) approximately 96.62% of the
Shareholders present in person or represented by proxy; and (ii)
approximately 93.70% of the minority Shareholders, which excluded
the votes of Mr. Sean Roosen and
Osisko, present in person or represented by proxy as determined in
accordance with Multilateral Instrument 61-101 – Protection of
Minority Shareholders in Special Transactions. The Shareholders
who participated in the vote represented approximately 72.46% and
58.52%, respectively, of all issued and outstanding common shares
of Barkerville entitled to vote on the special resolution
authorizing the Arrangement.
Transaction Update
Assuming that all approvals are obtained and all conditions
precedent are satisfied or waived, Barkerville anticipates that
closing of the Arrangement will occur on November 22, 2019.
Completion of the Arrangement remains subject to, among other
things, satisfaction of all conditions precedent to closing the
Arrangement, including the final approval of the Supreme Court of
British Columbia. The hearing for
the final order of the Supreme Court of British Columbia to approve the Arrangement is
scheduled to take place on November 19,
2019.
Transaction Background
On September 23, 2019, Osisko and
Barkerville entered into a definitive arrangement agreement,
whereby, subject to the terms and conditions of the arrangement
agreement, Osisko will acquire all of the issued and outstanding
common shares of Barkerville that it does not already own by way of
a statutory plan of arrangement under the provisions of the
Business Corporations Act (British
Columbia). In addition, pursuant to the Arrangement, all of
the outstanding options to acquire shares of Barkerville, to the
extent they have not been exercised prior to the effective time of
the Arrangement, will be exchanged for such number of options to
acquire shares of Osisko. Pursuant to the Arrangement, all
Barkerville RSUs outstanding immediately prior to the effective
time of the Arrangement will be cancelled, and Barkerville's RSU
plan will be terminated on closing of the Arrangement.
Under the terms of the Arrangement, Shareholders (other than
Osisko and any shareholders of Barkerville validly exercising
dissent rights, if any) will be entitled to receive 0.0357 of a
share of Osisko in exchange for each share of Barkerville held
immediately prior to the effective time of the Arrangement.
Further details regarding the Arrangement are set out in the
management information circular of Barkerville dated October 15, 2019, which is available on SEDAR
(www.sedar.com) under Barkerville's issuer profile.
About Barkerville Gold Mines Ltd.
The Corporation is focused on developing its extensive mineral
rights package located in the historical Cariboo Mining District of
central British Columbia.
Barkerville's Cariboo Gold Project mineral tenures cover 1,950
square kilometres; along a strike length of 67 kilometres which
includes several past producing placer and hard rock mines, making
it one of the most well-endowed land packages in British Columbia. Since the management change
in mid-2015, the Corporation has unlocked the fundamental
structural controls of gold mineralization. Barkerville's
brownfields exploration team is focused on developing and
delineating a mineable resource within the 8 kilometres of
principle project area located near the town of Wells, British Columbia. Barkerville's
greenfields team is developing quality exploration assets
throughout the remaining land package through systematic,
scientific, exploration. The operation's team is focused on
completing required studies in order to permit underground mining
on Cow and Island Mountains.
Cautionary Statement on Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation based on
expectations, estimates and projections as at the date of this news
release. Forward-looking information involves risks, uncertainties
and other factors that could cause actual events, results,
performance, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking information.
Although the Corporation believes that the assumptions and factors
used in preparing the forward-looking information in this news
release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news
release, and no assurance can be given that such events will occur
in the disclosed time frames or at all. The Corporation disclaims
any intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No stock exchange, securities commission
or other regulatory authority has approved or disapproved the
information contained herein.
SOURCE Barkerville Gold Mines Ltd.
