Sandeep Singh of Osisko Gold reports
OSISKO GOLD ROYALTIES LTD AND BAROLO VENTURES CORP. PROVIDE TRANSACTION UPDATES ON PREVIOUSLY-ANNOUNCED SPIN-OUT TRANSACTION
Osisko Gold Royalties Ltd. and Barolo Ventures Corp. have provided certain updates relating to their previously announced spinout transaction, further to their joint news releases dated Oct. 5, 2020, Oct. 28, 2020, and Oct. 29, 2020, which will result in a reverse takeover of Barolo (RTO) under the policies of the TSX Venture Exchange. In this news release, references to the resulting issuer or Osisko Development are to Barolo after the closing of the RTO.
Conditional approval of the exchange
On Nov. 12, 2020, Barolo received conditional approval of the TSX-V to: (i) list additional common shares of Barolo pursuant to the RTO, (ii) consolidate the Barolo shares on the basis of one postconsolidation Barolo share for each 60 preconsolidation Barolo shares, and (iii) change the name of the resulting issuer to Osisko Development Corp. Final approval of the TSX-V is subject to Barolo (or the resulting issuer) meeting certain conditions required by the TSX-V. Upon receipt of the final approval of the TSX-V, the resulting issuer's shares will commence trading on the TSX-V under the symbol ODV, which is expected to occur on or about Dec. 2, 2020.
Approval of corporate matters by Barolo shareholders
On Nov. 20, 2020, Barolo held its annual general and special meeting of shareholders. A total of 12,378,373 preconsolidation Barolo shares were present in person or represented by proxy at the Barolo meeting, representing approximately 88.4 per cent of the issued and outstanding preconsolidation Barolo shares.
Prior to the Barolo meeting, certain supporting Barolo shareholders, representing an aggregate of 12 million preconsolidation Barolo shares (or approximately 86 per cent of the outstanding Barolo shares), entered into voting support agreements with Osisko Royalties in support of the RTO and agreed to vote such Barolo shares in favour of the matters considered at the Barolo meeting.
The principal purpose of the Barolo meeting was to authorize and approve various corporate matters relevant to the resulting issuer, including:
The continuance of the resulting issuer from under the laws of Province of British Columbia under the Business Corporations
Act (British Columbia) to the laws of Canada under the Canada Business Corporations Act and the name change;
- Setting the number of directors at three prior to the RTO and at seven upon the closing of the RTO;
- The appointment of Scott Ackerman, Rick Cox and Brent Ackerman as directors of Barolo to hold office until the closing of the RTO, and the appointment of Charles Page, Duncan Middlemiss, Eric Tremblay, Joanne Ferstman, John Burzynski, Michele McCarthy and Sean Roosen as directors of the resulting issuer upon the closing of the RTO;
- The adoption of the stock option plan, restricted share unit plan, deferred share unit plan and employee share purchase plan of the resulting issuer upon the closing of the RTO;
- The appointment of Davidson & Company LLP as auditor of Barolo and, following the closing of the RTO, the appointment of PricewaterhouseCoopers LLP as auditor of the resulting issuer.
Each of the above matters was
100 per cent
the Barolo shareholders
who voted at the Barolo meeting.
In addition, the requisite number of Barolo shareholders approved the consolidation by way of a written resolution on Oct. 27, 2020.
Other transaction updates
Earlier today, the name change and consolidation were completed, and the Form 3D2 (Information Required in a Filing Statement for a Reverse
Takeover or Change of Business) of Barolo dated Nov. 20, 2020, was filed on SEDAR. Please refer to the filing statement for full particulars of the RTO, which is available on SEDAR under the issuer profile of Osisko Development Corp. (formerly Barolo Ventures Corp.).
Having received conditional approval of the TSX-V of the RTO, approval of the Barolo shareholders of the matters described above, and with the implementation of the name change and consolidation now complete, the RTO is expected to close on or about Nov. 25, 2020, and the resulting issuer's shares are expected to commence trading on the TSX-V under the symbol ODV on or about Dec. 2, 2020.
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-per-cent 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 Montreal, Suite 300, Montreal, Que., Canada, H3B 2S2.
About Barolo Ventures Corp.
Barolo is a public company organized under the laws of the Province of British Columbia, the shares of which are listed for trading on the NEX. Barolo was previously engaged in the acquisition, exploration and development of mineral properties in Canada and the United States, but currently does not have an active business and is investigating new business opportunities.
Barolo's head office is located at 609 Granville St., Suite 1600, Vancouver, B.C., Canada, V7Y 1C3.
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