Mr. John Burzynski of Oban reports
OBAN MINING TO ACQUIRE NIOGOLD MINING
Oban Mining Corp. and Niogold Mining Corp. have entered into a definitive arrangement agreement dated Jan. 11, 2016, pursuant to which Oban has agreed to acquire all of the issued and outstanding common shares of Niogold. The acquisition by Oban of all of the issued and outstanding Niogold shares is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
Particulars of the transaction
Under the terms of the arrangement agreement, holders of Niogold shares will be entitled to receive 0.4167 common share of Oban in exchange for each Niogold share held, representing an implied offer price of 50 cents per Niogold share and a premium of approximately 51.5 per cent based on the closing price of Oban shares on the Toronto Stock Exchange ($1.20) and Niogold shares on the TSX Venture Exchange (33 cents) on Jan. 8, 2016 (being the last trading day prior to the announcement of the arrangement).
The arrangement will require the approval of at least 66-2/3 per cent of the votes cast by Niogold shareholders at a special meeting expected to take place in March, 2016. Niogold shareholders representing approximately 38.8 per cent of the issued and outstanding Niogold shares have entered into voting and support agreements with Oban in support of the arrangement. The board of directors of Niogold, on the recommendation of its independent special committee, has unanimously approved the arrangement and will recommend that Niogold shareholders vote in favour of the arrangement.
The arrangement will also require the approval of at least 50 per cent of the votes cast by holders of Oban shares at a special meeting expected to take place in March, 2016. Oban shareholders representing approximately 35.5 per cent of the issued and outstanding Oban shares have entered into voting and support agreements with Oban in support of the arrangement. The board of directors of Oban, on the recommendation of its independent special committee, has unanimously approved the arrangement and will recommend that Oban shareholders vote in favour of the arrangement.
The arrangement agreement includes covenants typical of transactions of this nature, including with respect to non-solicitation, a right granted to Oban to match superior proposals for Niogold and a provision entitling Niogold to a fiduciary out. In addition, Niogold and Oban have each agreed to pay a termination fee to the other party upon the occurrence of certain events.
Full details of the arrangement will be included in the joint management information circular of Niogold and Oban describing the matters to be considered at the Niogold meeting and Oban meeting, respectively, which is expected to be mailed to the Niogold shareholders and Oban shareholders in early February, 2016, and made available on SEDAR under the issuer profiles of each of Niogold and Oban.
Oban private placement
In connection with the arrangement, Oban has also entered into an agreement with a syndicate of investment dealers led by Dundee Securities Ltd., and including Beacon Securities Ltd., Medalist Capital Ltd., Cormark Securities Inc., Haywood Securities Inc. and M Partners Inc., pursuant to which the agents have agreed to offer for sale, on a best-efforts private-placement basis, 8,333,333 subscription receipts of Oban (Oban SRs) at a subscription price of $1.20 per Oban SR for total gross proceeds of $10-million. In addition, Oban has granted the agents an option to offer for sale up to an additional 8,333,333 Oban SRs at a subscription price of $1.20 per Oban SR exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing of the offering. The agents will receive a cash commission equal to 5 per cent of the gross proceeds of the offering excluding insider participation.
Each subscription receipt entitles the holder thereof to receive, for no additional consideration and without further action on the part of the holder thereof, on or about the date that the arrangement is completed, one Oban share and one common share purchase warrant of Oban. Each Oban warrant shall, following the conversion date, be exercisable into one Oban share for a period of 36 months from the closing date of the offering at an exercise price of $1.44.
The Oban warrants shall be callable by Oban following the conversion date should the daily volume-weighted average trading price of the Oban shares on the Toronto Stock Exchange exceed $3.00 for a period of 20 consecutive trading days, at any time during the period beginning on the date that is four months and one day from the closing date of the offering and ending on the date the Oban warrants expire. Following a call trigger, Oban may give notice in writing to the holders of Oban warrants that any Oban warrant that remains unexercised by the holder thereof shall expire 30 days following the date on which the call notice is given.
The offering is expected to close on or about Feb. 3, 2016, which, for greater certainty, is before the date on which the release condition is expected to be satisfied, if at all. As such, the total gross proceeds of the offering, less expenses and 50 per cent of the cash commission, are expected to be deposited in escrow with an escrow agent pending notice being given by Oban to the escrow agent that the release condition has been satisfied, if at all. Following the delivery of such notice to the escrow agent, if at all, the escrowed proceeds shall be released to the account of Oban, and the Oban SRs shall automatically convert into Oban shares and Oban warrants.
If the release condition is not satisfied prior to April 29, 2016, or if Oban announces to the public by news release that it does not intend to satisfy the release condition, then the escrow agent shall return the escrowed proceeds to the holders of the subscription receipts, an amount equal to the aggregate subscription price for the Oban SRs held by such holder, together with a pro rata portion of the interest earned on the escrowed proceeds, and the Oban SRs shall be cancelled with no further force or effect.
All securities issued pursuant to the offering and applicable securities laws in Canada are subject to a hold period that will expire four months and one day from the closing date of the offering. The offering is subject to receipt of regulatory approvals, including the final approval of the Toronto Stock Exchange, as well as the satisfaction of customary closing conditions. Oban intends to use the proceeds from the offering to finance the continued exploration of its mineral exploration projects and for general corporate purposes.
Insiders of Oban, including Osisko Gold Royalties Ltd., and management and directors of Oban, are expected to participate in the offering for approximately 60 per cent of the offering. After giving effect to the Oban SRs acquired by Osisko under the offering, Osisko is expected to hold a 19.9-per-cent interest in Oban (on a partially diluted basis giving effect only to the exercise of the Oban warrants held by Osisko).
John Burzynski, president and chief executive officer of Oban, stated: "We are very pleased to announce today's business combination with Niogold. This transaction provides an excellent opportunity for Niogold and Oban shareholders to combine assets with strong access to capital, and our management groups experience and track record of building valued mining companies. With the successful conclusion of this deal, we will have two development stage projects in Quebec, as well as the promising Garrcon and Jonpol deposits in Ontario. Today's merger with Niogold brings us another step closer to our goal of becoming Canada's next leading intermediate mining company. The offering is expected to provide Oban with funds to continue to develop our key projects at Windfall Lake and Marban, even as market conditions remain challenging for gold exploration and development companies, and to further explore the projects recently acquired from Northern Gold Mining Inc."
John W.W. Hick, chairman of the Niogold special committee, stated: "We are very pleased to be joining forces with Oban, which has both strong management and a strong balance sheet that will help move Marban forward. The combination of our teams and projects will be beneficial for the shareholders of both companies."
Advisers and counsel
Cormark has acted as the exclusive financial adviser of Niogold. Cormark has provided an oral opinion to the board of directors of Niogold that, based upon and subject to certain assumptions, limitations and qualifications in the opinion, the consideration being offered by Oban in respect of the arrangement is fair, from a financial point of view, to Niogold and the Niogold shareholders. Niogold expects to receive a written opinion from Cormark prior to the mailing of the joint management information circular to Niogold shareholders. Lavery de Billy LLP has acted as legal counsel to Niogold.
Dundee has acted as the exclusive financial adviser of Oban. Dundee has provided a written opinion to Oban and the board of directors of Oban that, based upon and subject to certain assumptions, limitations and qualifications in the opinion, the consideration being offered by Oban in respect of the arrangement is fair, from a financial point of view, to Oban and the Oban shareholders. Primary Capital Inc. has acted as the exclusive financial adviser of the Oban special committee. Primary Capital has provided an opinion to the Oban special committee that, based upon and subject to certain assumptions, limitations and qualifications in the opinion, the consideration being offered by Oban in respect of the arrangement is fair, from a financial point of view, to Oban and the Oban shareholders. Bennett Jones LLP has acted as legal counsel to Oban.
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