Osisko Gold Royalties Ltd (TSX & NYSE: OR)
("
Osisko") and Barkerville Gold Mines Ltd. (TSXV:
BGM) ("
Barkerville") are pleased to announce the
successful completion of their previously-announced business
combination, pursuant to which, among other things, Osisko has
acquired all of the issued and outstanding common shares of
Barkerville which it did not already own by way of a statutory plan
of arrangement under the provisions of the Business Corporations
Act (British Columbia) (the "
Arrangement"). The
Arrangement became effective at 12:01 a.m. (Vancouver Time) on
November 21, 2019 resulting in Barkerville becoming a wholly-owned
subsidiary of Osisko.
Under the terms of the Arrangement, each former
shareholder of Barkerville is entitled to receive 0.0357 of a
common share of Osisko (each whole share, an "Osisko
Share") in exchange for each common share of Barkerville
(each whole share, a "Barkerville Share") held
immediately prior to the effective time of the Arrangement (the
"Arrangement Consideration"). Further, under the
Arrangement, holders of options to acquire Barkerville Shares
outstanding immediately prior to the effective time of the
Arrangement received replacement options, entitling the holders
thereof to receive Osisko Shares in lieu of Barkerville Shares, as
adjusted in accordance with the plan of arrangement.
"We are pleased to have concluded this
transaction with Barkerville, and look forward to leveraging our
industry-leading technical team, with a proven track record of
creating value through resource discovery, project development and
mine operation, to create value for Osisko's shareholders and to
realize the potential upside of the Cariboo project. We would like
to thank Barkerville's board of directors, management and
shareholders for their hard work and support of this transaction,"
commented Sean Roosen, Chair of the Board of Directors and Chief
Executive Officer of Osisko.
Chris Lodder, President and Chief Executive
Officer of Barkerville, stated: "We are very pleased to have closed
this transaction and look forward to joining forces with Osisko,
which continues to demonstrate its leadership and vision with the
launch of the Northern Spirit Discovery Group. We look forward to
participating in the future success of Osisko."
In order to receive the Arrangement
Consideration in exchange for their Barkerville Shares, registered
shareholders of Barkerville must complete, sign, date and return
the Letter of Transmittal that was mailed to each registered
shareholder of Barkerville. The Letter of Transmittal is also
available (i) from Barkerville's depositary, Computershare Investor
Services Inc., that can be contacted by telephone at: 1 (800)
564-6253 (North American Toll Free) / 1 (514) 982-7555 (Overseas)
or by e-mail at: corporateactions@computershare.com, or (ii) on
SEDAR (www.sedar.com) under Barkerville's issuer profile.
With the Arrangement now complete, Osisko
intends to cause the Barkerville Shares to be delisted from the TSX
Venture Exchange (expected on or about close of markets on November
22, 2019), and Barkerville intends to submit an application to the
applicable securities regulators to cease to be a reporting issuer
and to terminate its public reporting obligations.
Following the completion of the Arrangement, the
board of directors of Barkerville has been reconstituted to include
Sean Roosen, Bryan A. Coates, Luc Lessard and Chris Lodder.
Further details regarding the Arrangement are
set out in Barkerville's management information circular dated
October 15, 2019 which is available on SEDAR (www.sedar.com) under
Barkerville's issuer profile.
Early Warning Reporting
By virtue of its acquisition of all the issued
and outstanding Barkerville Shares under the Arrangement, Osisko is
required to file an early warning report pursuant to National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues (the "Early Warning Report"). A
copy of the Early Warning Report will be filed on SEDAR
(www.sedar.com) under Barkerville's issuer profile.
About Osisko Gold Royalties
Ltd
Osisko Gold Royalties Ltd is an intermediate
precious metal royalty company focused on the Americas that
commenced activities in June 2014. Osisko holds a North American
focused portfolio of over 135 royalties, streams and precious metal
offtakes. Osisko's portfolio is anchored by four cornerstone
assets, including a 5% NSR royalty on the Canadian Malartic mine,
which is the largest gold mine in Canada. Osisko also owns a
portfolio of publicly held resource companies, including a 19.9%
interest in Falco Resources Ltd and a 16.3% interest in Osisko
Mining Inc.
Osisko's head office is located at 1100 Avenue
des Canadiens-de Montréal, Suite 300, Montréal, Québec, H3B
2S2.
About Barkerville Gold Mines
Ltd.
Barkerville Gold mines Ltd. 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 Note Regarding
Forward-Looking Information
This news release contains "forward-looking
information" and "forward-looking statements" (collectively,
"forward-looking statements") within the meaning
of the applicable Canadian securities legislation. All statements,
other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections
as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking statements. In this news release, forward-looking
statements relate to, among other things, the benefits of the
Arrangement to the shareholders of Osisko and Barkerville, as the
case may be; the potential upside of the Cariboo project; the
future success of Osisko, if any; the timing and ability of Osisko
to cause the Barkerville Shares to be delisted from the TSX Venture
Exchange; and the timing and ability of Barkerville to obtain an
order that it has ceased to be a reporting issuer and to terminate
its public reporting requirements.
These forward-looking statements are based on
reasonable assumptions and estimates of management of Osisko, as
the case may be, at the time such statements were made. Actual
future results may differ materially as forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Osisko, as the case may be, to materially differ from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors, among other things,
include: the synergies expected from the Arrangement not being
realized; errors in geological modelling; the ability of
exploration, including drill results, to accurately predict
mineralization; business integration risks; fluctuations in general
macroeconomic conditions; fluctuations in securities markets and
the market price of Osisko Shares; regulatory delays and errors;
fluctuations in spot and forward prices of gold, silver, base
metals or certain other commodities; fluctuations in currency
markets (such as the Canadian dollar to United States dollar
exchange rate); change in national and local government,
legislation, taxation, controls, regulations and political or
economic developments; risks and hazards associated with the
business of mineral exploration, development and mining (including
environmental hazards, industrial accidents, unusual or unexpected
formations pressures, cave-ins and flooding); inability to obtain
adequate insurance to cover risks and hazards; the presence of laws
and regulations that may impose restrictions on mining; employee
relations; relationships with and claims by local communities and
indigenous populations; availability of increasing costs associated
with mining inputs and labour; the speculative nature of mineral
exploration and development (including the risks of obtaining
necessary licenses, permits and approvals from government
authorities); and title to properties. Although the forward-looking
statements contained in this news release are based upon what
management of Osisko, as the case may be, believes, or believed at
the time, to be reasonable assumptions, Osisko, as the case may be,
cannot assure shareholders that actual results will be consistent
with such forward-looking statements, as there may be other factors
that cause results not to be as anticipated, estimated or
intended. Readers should not place undue reliance on the
forward‐looking statements and information contained in this news
release. Osisko does not undertake, and assumes no obligation, to
update or revise any such forward-looking statements or
forward-looking information contained herein to reflect new events
or circumstances, except as may be required by law.
The securities offered have not been registered
under the U.S. Securities Act of 1933, as amended, or any state
securities law, and may not be offered or sold in the United States
or to, or for the account or benefit of, persons in the United
States or U.S. Persons absent registration or an exemption from
such registration requirements. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
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 news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved of the information contained herein.
For further information, please contact
Osisko Gold Royalties Ltd:
Bryan A. Coates President Tel. (514) 940-0670
bcoates@osiskogr.com
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