Mr. Bryan Coates of Osisko reports
OSISKO GOLD ROYALTIES COMPLETES ACQUISITION OF BARKERVILLE GOLD MINES
Osisko Gold Royalties Ltd. and Barkerville Gold Mines Ltd. have successfully completion their previously announced business combination, pursuant to which, among other things, Osisko has acquired all of the issued and outstanding common shares of Barkerville which it did not already own by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (British Columbia). The arrangement became effective at 12:01 a.m. Vancouver time on Nov. 21, 2019, resulting in Barkerville becoming a wholly owned subsidiary of Osisko.
Under the terms of the arrangement, each former shareholder of Barkerville is entitled to receive 0.0357 of a common share of Osisko in exchange for each common share of Barkerville held immediately prior to the effective time of the arrangement. Furthermore, under the arrangement, holders of options to acquire Barkerville shares outstanding immediately prior to the effective time of the arrangement received replacement options, entitling the holders thereof to receive Osisko shares in lieu of Barkerville shares, as adjusted in accordance with the plan of arrangement.
"We are pleased to have concluded this transaction with Barkerville and look forward to leveraging our industry-leading technical team, with a proven track record of creating value through resource discovery, project development and mine operation, to create value for Osisko's shareholders and to realize the potential upside of the Cariboo project. We would like to thank Barkerville's board of directors, management and shareholders for their hard work and support of this transaction," commented Sean Roosen, chair of the board of directors and chief executive officer of Osisko.
Chris Lodder, president and chief executive officer of Barkerville, stated: "We are very pleased to have closed this transaction and look forward to joining forces with Osisko, which continues to demonstrate its leadership and vision with the launch of the Northern Spirit Discovery Group. We look forward to participating in the future success of Osisko."
In order to receive the arrangement consideration in exchange for their Barkerville shares, registered shareholders of Barkerville must complete, sign, date and return the letter of transmittal that was mailed to each registered shareholder of Barkerville. The letter of transmittal is also available (i) from Barkerville's depositary, Computershare Investor Services Inc., that can be contacted by telephone at 1-800-564-6253 (North American toll-free)/1-514-982-7555 (overseas), or (ii) on SEDAR under Barkerville's issuer profile.
With the arrangement now complete, Osisko intends to cause the Barkerville shares to be delisted from the TSX Venture Exchange (expected on or about close of markets on Nov. 22, 2019) and Barkerville intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Following the completion of the arrangement, the board of directors of Barkerville has been reconstituted to include Sean Roosen, Bryan A. Coates, Luc Lessard and Chris Lodder.
Further details regarding the arrangement are set out in Barkerville's management information circular dated Oct. 15, 2019, which is available on SEDAR under Barkerville's issuer profile.
Early warning reporting
By virtue of its acquisition of all the issued and outstanding Barkerville shares under the arrangement, Osisko is required to file an early warning report pursuant to National Instrument 62-103 (The Early Warning System and Related Take-Over Bid and Insider Reporting Issues). A copy of the early warning report will be filed on SEDAR under Barkerville's issuer profile.
About Osisko Gold Royalties Ltd.
Osisko Gold is an intermediate precious metal royalty company focused on the Americas that commenced activities in June, 2014. Osisko holds a North American-focused portfolio of over 135 royalties, streams and precious metal offtakes.
About Barkerville Gold Mines Ltd.
Barkerville is focused on developing its extensive mineral rights package located in the historical Cariboo mining district of central British Columbia. Barkerville's Cariboo gold project mineral tenures cover 1,950 square kilometres, along a strike length of 67 kilometres, which includes several past-producing placer and hard rock mines, making it one of the most well-endowed land packages in British Columbia.
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