Osisko Gold Royalties Ltd ("
Osisko
Royalties") (OR: TSX & NYSE) and Osisko
Development Corp. ("
Osisko Development") (ODV:
TSX-V) are pleased to announce the successful launch of Osisko
Development – a premier gold development company in North America,
with the objective of becoming the next mid-tier gold producer. The
common shares of Osisko Development ("
ODV Shares")
will begin trading on the TSX Venture Exchange on or about December
2, 2020 under the symbol "ODV".
Closing of RTO
Earlier today Osisko Royalties and Osisko
Development completed their previously announced spin-out
transaction, which resulted in, among other things, Osisko
Royalties transferring certain mining properties, including the
Cariboo Gold Project, and a portfolio of marketable securities
(through the transfer of the entities that directly or indirectly
own such mining properties and marketable securities) to Osisko
Development Holdings Inc. ("Osisko Subco"),
following which Osisko Subco and 1269598 BC Ltd. ("Barolo
Subco") were amalgamated by way of a triangular
amalgamation under the Business Corporations Act (British Columbia)
(the "Amalgamation") to form
"Amalco". Upon the Amalgamation, Osisko exchanged
its Osisko Subco shares for ODV Shares, which resulted in a
"Reverse Take-Over" of Osisko Development (the
"RTO").
Further details regarding the RTO and the
Amalgamation are set out in (a) the management information circular
of Osisko Development (formerly known as Barolo Ventures Corp.
("Barolo")) dated October 19, 2020, and (b) the
Form 3D2 (Information Required in a Filing Statement for a Reverse
Takeover or Change of Business) of Osisko Development (formerly
known as Barolo) dated November 20, 2020 (the "Filing
Statement"), which are available on SEDAR (www.sedar.com)
under the Osisko Development's issuer profile.
Conversion of Subscription
Receipts
On November 25, 2020, prior to the effective
time of the Amalgamation, upon satisfaction of the escrow release
conditions,13,350,000 subscription receipts of Osisko Subco issued
under the CDN $100.1 million concurrent financing of Osisko Subco
that closed on October 29, 2020 were converted into 13,350,000
common shares of Osisko Subco and 6,675,000 common share purchase
warrants of Osisko Subco, and the net subscription proceeds were
released from escrow and paid to Osisko Subco.
Each common share purchase warrant of Osisko
Subco outstanding immediately prior to the effective time of the
Amalgamation was exchanged for one common share purchase warrant of
Osisko Development, with each common share purchase warrant of
Osisko Development entitling the holder to acquire one ODV Share at
a price of CDN $10 per share for a period of 18 months from the
effective date of the Amalgamation.
Management and Board
Reconstitution
Osisko Royalties
Effective upon closing of the RTO: Mr.
Sandeep Singh became the President and Chief Executive
Officer of Osisko Royalties, and a director on the Board of
Directors of Osisko Royalties; and Mr. Sean Roosen
was appointed as Executive Chair of the Board of Directors of
Osisko Royalties and transitioned from his role as Chief Executive
Officer of Osisko Royalties to Chief Executive Officer of Osisko
Development.
Osisko Development
Effective upon closing of the RTO, the Board of
Directors of Osisko Development was reconstituted to consist of:
Sean Roosen (Chair); Charles Page (Lead Director); John Burzynski;
Joanne Ferstman; Michèle McCarthy; Duncan Middlemiss; and Éric
Tremblay.
Effective upon closing of the RTO, management of
Osisko Development was reconstituted to consists of: Sean Roosen
(Chair and Chief Executive Officer); Chris Lodder (President); Luc
Lessard (Chief Operating Officer); Benoit Brunet (Chief Financial
Officer, Vice President, Finance and Corporate Secretary); François
Vézina (Vice President, Technical Services); Chris Pharness (Vice
President, Sustainable Development); Maggie Layman (Vice President,
Exploration); and a further technical team that will be transferred
from Osisko Royalties to Osisko Development.
Other Corporate Updates
In connection with the completion of the
RTO:
- Amalco
is expected to merge into Osisko Development by way of a voluntary
dissolution on or about November 26, 2020 (the
"Dissolution");
- Osisko
Development is expected to continue from the Business Corporations
Act (British Columbia) to the Canada Business Corporations Act on
or about November 27, 2020;
- the
directors of Osisko Development resolved to change the financial
year end of Osisko Development from May 31 to December 31, being
that of the reverse takeover acquirer; and
-
PricewaterhouseCoopers LLP has been appointed as the auditor of
Osisko Development.
Required Early Warning Report
Disclosure
Osisko Royalties' Ownership in Osisko
Development
Following completion of the Amalgamation, Osisko
Royalties holds beneficial ownership and control over 100,000,100
ODV Shares, representing approximately 88% of the issued and
outstanding ODV Shares. Prior to completion of the Amalgamation,
Osisko Royalties did not hold any securities of Osisko Development
(formerly Barolo). An early warning report will be filed by Osisko
Royalties in respect of Osisko Development with applicable Canadian
securities regulatory authorities. To obtain a copy, please contact
Sandeep Singh as indicated below.
Osisko Royalties' Ownership in Certain Portfolio
Companies
Pursuant to the RTO, Osisko Royalties
transferred a portfolio of marketable securities to Osisko
Development, which included securities of the following reporting
issuers in which Osisko Royalties is a reporting insider:
Name ofIssuer |
Head Officeof Issuer |
Number andType ofSecurities |
PercentageShareholding(Basic) |
PercentageShareholding(Partially-Diluted) |
Value ofConsiderationPaid or
Received |
Value ofConsiderationPaid orReceived
(PerSecurity) |
Minera Alamos Inc. (TSXV: MAI) |
55 York StreetSuite 402Toronto, OntarioM5J 1R7 |
76,080,000 common shares |
17.3% |
N/A |
CDN $52,495,200 |
CDN $0.69 per common share |
Harfang Exploration Inc. (TSXV: HAR) |
1100 Avenue des Canadiens-de-MontréalSuite 300Montréal, QuébecH3B
2S2 |
6,928,572 common shares |
14.2% |
N/A |
CDN $2,355,714 |
CDN $0.34 per common share |
Barksdale Resources Corp. (TSXV: BRO) |
615-800 West Pender StreetVancouver, British ColumbiaV6C 2V6 |
6,440,261 common shares |
10.2% |
N/A |
CDN $3,799,754 |
CDN $0.59 per common share |
Falco Resources Ltd. (TSXV: FPC) |
Suite 300 - 1100 Canadiens-de-MontrealMontreal, QuebecH3B 2S2 |
41,385,240 common shares and 6,052,222 common share purchase
warrants |
18.3% |
20.4% |
CDN $16,140,245 |
CDN $0.39 per common shareCDN $1 for all warrants |
Cornish Metals Inc. (TSXV: CUSN) |
Suite 960 - 789 West Pender StreetVancouver, British
ColumbiaV6C1H2 |
44,256,190 common shares and 9,577,143 common share purchase
warrants |
31.6% |
36.0% |
CDN $3,540,496 |
CDN $0.08 per common shareCDN $1 for all warrants |
NioBay Metals Inc. (TSXV: NBY) |
Claude Dufresne1 Place Ville Marie40TH FloorMontréal, QuébecH3B
4M4 |
9,857,143 common shares and 428,571 common share purchase
warrants |
18.7% |
19.3% |
CDN $6,111,430 |
CDN $0.62 per common shareCDN $1 for all warrants |
Prior to completion of the RTO, Osisko
Development did not hold any securities of any of the
above-referenced reporting issuers. Upon completion of the RTO,
Osisko Royalties continues to beneficially own the above-referenced
securities by virtue of Osisko Royalties being deemed under
securities laws to beneficially own the securities which are
beneficially owned or controlled by its affiliates, including
Osisko Development.
In connection with the foregoing, early warning
reports will be filed by each of Osisko Royalties and Osisko
Development with applicable Canadian securities regulatory
authorities in respect of each of the above-referenced reporting
issuers. Copies of the early warning reports filed by each of
Osisko Royalties and Osisko Development will be available on SEDAR
(www.sedar.com) under the respective issuer profiles of Osisko
Royalties and Osisko Development. To obtain copies of the early
warning reports filed by Osisko Development, please contact Sean
Roosen as indicated below. To obtain copies of the early warning
reports filed by Osisko Royalties, please contact Sandeep Singh as
indicated below.
As of the date of this news release, Osisko
Royalties and Osisko Development are not aware of any plans nor has
any future intentions which would relate to or result in any of
items (a) to (k) described in Item 5 of Form 62-103F1, other
than:
- On
November 17, 2020, Osisko Royalties and Falco Resources Ltd.
("Falco") entered into a binding agreement to
extend the maturity of Falco's existing senior secured loan (the
"Senior Loan") from December 31, 2020 to December
31, 2022. Together with capitalized interest, the principal amount
outstanding under the Senior Loan as of November 17, 2020 was CDN
$17,596,136. In consideration for the extension of the maturity
date of the Senior Loan (the "Senior Loan
Extension"), the Senior Loan will also be amended to
become convertible after the first anniversary of the closing date
into common shares of Falco ("Falco Shares") at a
conversion price of CDN $0.55 per share, subject to standard
anti-dilution protections. In consideration for the Senior Loan
Extension, Falco will also issue to Osisko 10,664,324 warrants of
Falco ("Falco Warrants"), each exercisable for one
Falco Share at an exercise price of CDN $0.69 up to 24 months from
the date of issuance of the Falco Warrants. The terms of the Falco
Warrants provide for a cashless exercise feature. The underlying
Falco Shares issuable upon conversion of the Senior Loan will be
subject to a hold period of four months from the closing date of
the Senior Loan Extension in accordance with applicable Canadian
securities laws. The Falco Warrants (and the underlying Falco
Shares) will be subject to a hold period of four months from the
date of issuance of the Falco Warrants, in accordance with
applicable Canadian securities laws. The Senior Loan Extension and
the issuance of the Falco Warrants are subject to the approval of
the TSX Venture Exchange. The Senior Loan Extension is scheduled to
close on or about November 26, 2020.
-
Following completion of the RTO, Osisko Royalties may amend or
assign to Osisko Development certain contractual rights held in
certain of the above-referenced reporting issuers in which Osisko
Royalties is a reporting insider.
Osisko Royalties' head office is located at 1100
Avenue des Canadiens-de Montréal, Suite 300, Montréal, Québec,
Canada, H3B 2S2.
Advisors
Bennett Jones LLP is legal counsel to Osisko
Royalties. Cassels Brock & Blackwell LLP is legal counsel to
Barolo. Stikeman Elliott LLP is legal counsel to the underwriters
of the concurrent financing.
About Osisko Gold
Royalties Ltd
Osisko Royalties is an intermediate precious
metal royalty company focused on the Americas that commenced
activities in June 2014. Osisko Royalties holds a North American
focused portfolio of over 135 royalties, streams and precious metal
offtakes. Osisko Royalties' portfolio is anchored by its
cornerstone asset, a 5% net smelter return royalty on the Canadian
Malartic mine, which is the largest gold mine in Canada.
Osisko Royalties' head office is located at 1100
Avenue des Canadiens-de Montréal, Suite 300, Montréal, Québec,
Canada, H3B 2S2.
For further information
about Osisko Gold Royalties
Ltd, please contact:
Sandeep SinghPresident and CEOTel. (514)
940-0670ssingh@osiskogr.com
About Osisko Development Corp.
Osisko Development Corp. is well-capitalized and
uniquely positioned as a premier gold development company in North
America to advance the Cariboo Gold Project and other Canadian and
Mexican properties, with the objective of becoming the next
mid-tier gold producer. The Cariboo Gold Project, located in
central British Columbia, is Osisko Development's flagship asset
with measured and indicated resource of 21.44 Mt at 4.6 Au g/t for
a total of 3.2 million ounces of gold and inferred resource of
21.69 Mt at 3.9 Au g/t for a total of 2.7 million ounces of gold.
The considerable exploration potential at depth and along strike
distinguishes the Cariboo Gold Project relative to other
development assets as does the historically low, all-in discovery
costs of US $19 per ounce. The Cariboo Gold Project is advancing
through permitting as a 4,750 tonnes per day underground operation
with a feasibility study on track for completion in the second half
of 2021. Osisko Development's project pipeline is complemented by
potential near-term production targeted from the San Antonio gold
project, located in Sonora Mexico and early exploration stage
properties including the Coulon Project and James Bay Properties
located in Québec as well as the Guerrero Properties located in
Mexico. Osisko Development will begin trading on the TSX Venture
Exchange under the symbol "ODV" on December 2, 2020.
For further information
about Osisko Development
Corp., please contact:
Sean Roosen, CEOTelephone: (514) 940-0685Email:
sroosen@osiskodev.com
Jean Francois Lemonde, VP Investors
RelationsTelephone: (514) 299 4926Email:
jflemonde@osiskodev.com
Cautionary Note Regarding Forward-Looking
Information
Certain statements contained in this news
release may be deemed "forward‐looking statements" within the
meaning of applicable Canadian and U.S. securities laws. These
forward‐looking statements, by their nature, require Osisko
Royalties and Osisko Development to make certain assumptions and
necessarily involve known and unknown risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in these forward‐looking statements.
Forward‐looking statements are not guarantees of performance. Words
such as "may", "will", "would", "could", "expect", "believe",
"plan", "anticipate", "intend", "estimate", "continue", or the
negative or comparable terminology, as well as terms usually used
in the future and the conditional, are intended to identify
forward‐looking statements. Information contained in
forward‐looking statements, including with respect to future
production of mines, is based upon certain material assumptions
that were applied in drawing a conclusion or making a forecast or
projection, including management's perceptions of historical
trends, current conditions and expected future developments, public
disclosure from operators of the relevant mines, as well as other
considerations that are believed to be appropriate in the
circumstances. Osisko Royalties and Osisko Development consider
their respective assumptions to be reasonable based on information
currently available, but cautions the reader that their assumptions
regarding future events, many of which are beyond the control of
Osisko Royalties and Osisko Development, may ultimately prove to be
incorrect since they are subject to risks and uncertainties that
affect Osisko Royalties and Osisko Development, and their
respective businesses.
For additional information with respect to these
and other factors and assumptions underlying the forward‐looking
statements made in this news release concerning (a) Osisko
Royalties, see the section entitled "Risk Factors" in the most
recent Annual Information Form of Osisko Royalties which is filed
with the Canadian securities commissions and available
electronically under Osisko Royalties' issuer profile on SEDAR
(www.sedar.com) and with the U.S. Securities and Exchange
Commission and available electronically under Osisko Royalties'
issuer profile on EDGAR (www.sec.gov), and (b) Osisko Development,
see the Filing Statement available electronically under Osisko
Development's issuer profile on SEDAR (www.sedar.com). The
forward‐looking statements set forth herein concerning Osisko
Royalties reflect management's expectations as at the date of this
news release and are subject to change after such date. The
forward‐looking statements set forth herein concerning Osisko
Development reflect management's expectations as at the date of
this news release and are subject to change after such date. Osisko
Royalties and Osisko Development disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
other than as required by law.
Neither the
TSX-V nor its Regulation Services
Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the
adequacy or accuracy of this news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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