Osisko Commences Subsequent Acquisition Transaction to Acquire Remaining Shares of Brett
14 Juli 2010 - 7:53PM
Marketwired
Brett Resources Inc. ("Brett") (TSX VENTURE: BBR)(FRANKFURT: A4N)
and Osisko Mining Corporation ("Osisko") (TSX: OSK)(FRANKFURT: EWX)
are pleased to announce that they have commenced the necessary
steps to allow Osisko to acquire all of the remaining common shares
of Brett that it does not currently hold. In order for Brett to
become a wholly-owned subsidiary of Osisko, the two companies have
entered into an arrangement agreement pursuant to which they intend
to complete a business combination by way of a statutory plan of
arrangement (the "Arrangement") under the Business Corporations Act
(British Columbia).
Osisko currently owns a total of 88,294,547 common shares of
Brett ("Brett Shares"), representing approximately 77.2% of the
issued and outstanding Brett Shares, which were acquired under its
offer for all of the issued and outstanding Brett Shares dated
April 13, 2010 (the "Offer"). The proposed Arrangement constitutes
the subsequent acquisition transaction, as contemplated under the
Offer, by which Osisko intends to acquire all of the remaining
Brett Shares not already owned by Osisko.
The proposed Arrangement is expected to be completed in August
2010, and is subject to certain conditions including receipt of all
necessary court, shareholder and regulatory approvals, including
approval of the TSX Venture Exchange. A special meeting of
shareholders of Brett (the "Meeting") has been called on August 11,
2010 to approve the Arrangement. The record date for determining
the Brett shareholders entitled to receive notice of and vote at
the Meeting was July 9, 2010. At least 66 2/3% of the votes cast by
Brett shareholders at the Meeting must be in favour of the
Arrangement to approve the Arrangement. As a result of the number
of Brett Shares that Osisko acquired under the Offer, Osisko holds
a sufficient number of Brett Shares to pass all necessary
shareholder resolutions to approve the Arrangement.
Under the terms of the Arrangement, each Brett shareholder will
receive 0.34 Osisko common shares and $0.0001 in cash for each
Brett Share held (the "Exchange Ratio"). The Exchange Ratio is the
same consideration that Osisko offered and paid under the Offer.
Upon completion of the Arrangement, outstanding Brett options and
warrants will be exchanged and adjusted for a corresponding number
of options and warrants to acquire Osisko common shares in
accordance with the terms of the Offer.
About Osisko
Osisko Mining Corporation is currently developing the Canadian
Malartic gold deposit and evaluating adjacent areas for a
large-scale open pit, bulk-tonnage mining operation. The Canadian
Malartic deposit currently represents one of the biggest gold
reserves in Canada for a single deposit, and is still growing
through ongoing drilling on new mineralized zones. Current reserves
for the Canadian Malartic property (including the adjacent South
Barnat deposit) are 8.97 million ounces(28.4 Mt @ 0.92 g/t Au &
217.4 Mt @ 1.16 g/t Au), plus a global measureyd and indicated
resource of 2.23 million ounces (70.4 Mt @ 0.99 g/t Au) and an
inferred resource of 0.47 million ounces (20.0 Mt @ 0.73 g/t
Au).
About Brett Resources Inc.
Brett Resources Inc. is a Canadian minerals exploration company
whose primary mandate is the discovery, acquisition, and
development of precious metals systems, with particular expertise
in Canada and Latin America. Since 2006 Brett's primary focus has
been the 100 percent owned Hammond Reef Gold Deposit in Ontario
where an inferred resource of 6.70 million ounces of gold, 259.4
million tonnes at a grade of 0.8 grams per tonne utilizing a 0.3
gram per tonne gold cut-off has been outlined.
Sean Roosen, President & CEO
Forward Looking Statements
Certain statements contained in this press release may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical fact, that address events or
developments that the Corporation expects to occur, are forward
looking statements. Forward looking statements are statements that
are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates",
"believes", "intends", "estimates", "projects", "potential",
"scheduled" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although the
Corporation believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions,
including, without limitation that all technical, economical and
financial conditions will be met in order to put the Canadian
Malartic Project into commercial production or that Osisko will
complete the acquisition of all of the outstanding shares of Brett
Resources Inc., such statements are not guarantees of future
performance and actual results may differ materially from those in
forward looking statements. Factors that could cause the actual
results to differ materially from those in forward-looking
statements include gold prices, access to skilled consultants,
mining development and mill production personnel, results of
exploration and development activities, the Corporation's limited
experience with production and development stage mining operations,
uninsured risks, regulatory changes, defects in title, availability
of personnel, materials and equipment, timeliness of government
approvals, actual performance of facilities, equipment and
processes relative to specifications and expectations,
unanticipated environmental impacts on operations market prices,
continued availability of capital and financing and general
economic, market or business conditions. These factors are
discussed in greater detail in the Corporation's most recent Annual
Information Form filed on SEDAR, which also provides additional
general assumptions in connection with these statements. The
Corporation cautions that the foregoing list of important factors
is not exhaustive. Investors and others who base themselves on the
Corporation's forward-looking statements should carefully consider
the above factors as well as the uncertainties they represent and
the risk they entail. The Corporation believes that the
expectations reflected in those forward-looking statements are
reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press
release.
Neither 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.
Contacts: Brett Resources Inc. Tony Perri Manager, Investor
Relations 604-488-0008 604-669-2543 (FAX) tperri@brettresources.com
www.brettresources.com Wani Capital Raju Wani 403-240-0555
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