Osisko Mining Inc. (TSX: OSK) and Beaufield Resources Inc. (TSX-V: BFD) are pleased to announce that they have entered into a definitive arrangement agreement dated August 14, 2018 pursuant to which Osisko has agreed to acquire all of the issued and outstanding common shares of Beaufield which it does not already own. The Acquisition is expected to be completed by way of a statutory plan of arrangement under the Canada Business Corporations Act.
John Burzynski, President and Chief Executive Officer of Osisko, stated: “We are very pleased to announce today’s proposed transaction with Beaufield. By joining Osisko in our large scale exploration and development program at Windfall, Beaufield Shareholders have the opportunity to capitalize on the strong premium offered today and to benefit from the future growth of our project.”
Ron Stewart, President and Chief Executive Officer of Beaufield, stated: “We are very pleased to be joining forces with Osisko, which continues to demonstrate its leadership and strength in advancing its portfolio of resource projects including the flagship Windfall district. We believe the combination of our projects will provide benefit to the shareholders of both companies and look forward to participating in the future success of Osisko.”
Particulars of the Transaction
Under the terms of the Arrangement Agreement, holders of Beaufield Shares will be entitled to receive 0.0482 of a common share of Osisko in exchange for each Beaufield Share held immediately prior to the effective time of the Arrangement, representing an implied offer price of $0.082 per Beaufield Share based on Osisko’s closing price as of August 14, 2018 and a premium of approximately 54% based on the 20-day volume weighted average price of both companies’ common shares on the Toronto Stock Exchange and TSX Venture Exchange, as the case may be, on August 14, 2018 (being the last trading day prior to the announcement of the Arrangement).
The Arrangement will require the approval of Beaufield Shareholders at a special meeting expected to take place in October 2018 . In order to become effective, the Arrangement must be approved at the Beaufield Meeting by (i) at least 66⅔ percent of the votes cast by Beaufield Shareholders, and (ii) a simple majority of the votes cast by Beaufield Shareholders after excluding any Beaufield Shares held by any “interested party” or “related party” of an “interested party” (as such terms are defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions). Directors and officers of Beaufield and certain Beaufield Shareholders holding approximately 7.5% of the issued and outstanding Beaufield Shares have entered into voting and support agreements with Osisko in support of the Arrangement. The board of directors of Beaufield, on the recommendation of its independent special committee, has unanimously approved the Arrangement and will recommend that Beaufield Shareholders vote FOR the Arrangement.
The Arrangement Agreement includes representations, warranties and covenants typical of a transaction of this nature, including with respect to non-solicitation, a right to match, and a fiduciary-out. In addition, Beaufield has agreed to pay a termination fee to Osisko upon the occurrence of certain events. The Arrangement Agreement, which describes the full particulars of the Arrangement, will be made available on SEDAR under the issuer profile of Beaufield at www.sedar.com.
Full particulars of the Arrangement will also be included in a management information circular of Beaufield describing the matters to be considered at the Beaufield Meeting, which is expected to be mailed to the Beaufield Shareholders in September 2018 and made available on SEDAR under the issuer profile of Beaufield at www.sedar.com.
The distribution of the Osisko Shares in connection with the Arrangement (as defined herein) will not be registered under the United States Securities Act of 1933.
Advisors and Counsel
Eight Capital has acted as the exclusive financial advisor to Beaufield. Eight Capital has provided a fairness opinion to the special committee of the board of directors of Beaufield that, based upon and subject to certain assumptions, limitations and qualifications in the opinion, the consideration being offered by Osisko in respect of the Arrangement is fair, from a financial point of view, to Beaufield Shareholders. Lavery, de Billy, L.L.P. is acting as legal counsel to Beaufield.
Maxit Capital LP has acted as the exclusive financial advisor of Osisko. Bennett Jones LLP is acting as legal counsel to Osisko.
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 100% in the high-grade Windfall Lake gold deposit located between Val-d’Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding Urban Barry area and nearby Quevillon area (over 3,300 square kilometres), a 100% interest in the Marban project located in the heart of Québec’s prolific Abitibi gold mining district, and properties in the Larder Lake Mining Division in northeast Ontario, including the Jonpol and Garrcon deposits on the Garrison property, the Buffonta past producing mine and the Gold Pike mine property. The Corporation also holds interests and options in a number of additional properties in northern Québec and Ontario.
About Beaufield Resources Inc.
Beaufield is a mineral exploration company with its exploration activity focused in Québec and Ontario.
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