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Osisko Mining shareholders overwhelmingly approve acquisition by Gold Fields - Stockwatch

Friday, 18 October 2024

OSISKO MINING SHAREHOLDERS OVERWHELMINGLY APPROVE ACQUISITION BY GOLD FIELDS

Osisko Mining Inc. shareholders overwhelmingly approved the arrangement resolution (as defined herein) at the special meeting of shareholders held earlier today at the offices of Bennett Jones LLP.

The meeting was called for shareholders to consider and, if deemed advisable, approve the previously announced plan of arrangement of Osisko (the plan of arrangement), pursuant to which Gold Fields Ltd., through a 100-per-cent-owned Canadian subsidiary (the purchaser or Gold Fields), would, among other things, acquire all of the issued and outstanding common shares of Osisko for cash consideration of $4.90 per Osisko share.

A total of 241,670,665 Osisko shares were represented at the meeting, in person or by proxy, representing approximately 63.31 per cent of the total number of issued and outstanding Osisko shares outstanding as of the record date for the meeting.

The resolution approving the plan of arrangement (the arrangement resolution) was overwhelmingly approved at the meeting by (i) 99.546 per cent of the votes cast by shareholders voting in person or represented by proxy at the meeting, and (ii) 99.539 per cent of the votes cast by the minority shareholders voting in person or represented by proxy at the meeting, excluding the Osisko shares required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101).

To be effective, the arrangement resolution required the affirmative vote of at least (i) two-thirds of the votes cast by the shareholders, present or represented by proxy at the meeting, and (ii) a simple majority of the votes cast by the minority shareholders, present or represented by proxy at the meeting, excluding the Osisko shares required to be excluded pursuant to MI 61-101 (being the Osisko shares held by Mr. Vizquerra-Benavides). Accordingly, all shareholder approvals required in order to proceed with the plan of arrangement have been obtained.

The plan of arrangement is expected to become effective on or about Oct. 25, 2024, subject to, among other things, Osisko obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the plan of arrangement and the satisfaction or waiver of certain other customary closing conditions. It is expected that, within two to three business days following the completion of the plan of arrangement, the Osisko shares will be delisted from the Toronto Stock Exchange.

Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ under Osisko's issuer profile. Additional details about the plan of arrangement and the arrangement resolution can be found in the management information circular of Osisko dated Sept. 6, 2024, a copy of which is available on SEDAR+ under Osisko's issuer profile.

About Osisko Mining Inc.

Osisko is a mineral exploration company focused on the acquisition, exploration and development of precious metal resource properties in Canada. Osisko holds a 50-per-cent interest in the high-grade Windfall gold deposit located between Val d'Or and Chibougamau in Quebec and holds a 50-per-cent interest in a large area of claims in the surrounding Urban Barry area and nearby Quevillon area (over 2,300 square kilometres).

We seek Safe Harbor.


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