Gold Fields Completes Acquisition of Osisko Mining
Gold Fields Completes Acquisition of Osisko Mining
TORONTO, Oct. 25, 2024 (GLOBE NEWSWIRE) -- Osisko Mining Inc. ("Osisko") (TSX:OSK) is pleased to announce the successful completion of its previously announced plan of arrangement transaction (the "Arrangement"), pursuant to which, among other things, Gold Fields Limited, through a 100% owned Canadian subsidiary, Gold Fields Windfall Holdings Inc., acquired all of the issued and outstanding common shares of Osisko (the "Shares").
多倫多,2024年10月25日(環球新聞社) - Osisko Mining Inc.("Osisko")(TSX:OSK)高興地宣佈成功完成了先前宣佈的安排交易計劃("安排"),根據該安排,金田有限公司(Gold Fields Limited)通過其全資的加拿大子公司金田Windfall Holdings Inc.收購了Osisko的全部已發行和流通的普通股("股份")。
Osisko's Chairman and Chief Executive Officer, John Burzynski, commented:
Osisko的董事長兼首席執行官John Burzynski評論說:
"This premium transaction represents a strong and near-term outcome for our shareholders and is reflective of the truly world class nature of the Windfall Project. In the span of nine years, we've transformed Windfall into one of the largest and highest-grade gold development projects globally, and this transaction is a testament to the extraordinary entrepreneurial effort of the Osisko Mining team. Gold Fields is a globally diversified senior gold producer with an impressive track record of successfully building and operating mines. As our (now former) joint venture partner at Windfall, Gold Fields knows the asset well and understands the significance of the strong relationships that we have built in Québec with all of our stakeholders. Moreover, Gold Fields share our core principles of operating in a safe, inclusive and socially responsible manner. They are well suited to take Windfall into production and we wish them all the best going forward."
"這項高級交易代表了對我們股東的強大及近期的結果,體現了Windfall項目真正世界一流的屬性。在九年的時間裏,我們已經將Windfall打造成了全球最大、品位最高的黃金開發項目之一,這項交易證明了Osisko Mining團隊非凡的創業努力。金田是一家在全球範圍內多元化的高級黃金生產商,成功建設和運營礦山的記錄令人印象深刻。作爲我們(現在是前)Windfall的合資夥伴,金田熟悉該資產,並了解我們在魁北克與所有利益相關方建立的牢固關係的重要性。此外,金田分享我們在安全、包容和社會責任方面的核心原則。他們非常適合將Windfall投入生產,我們衷心祝願他們一切順利。"
Under the terms of the Arrangement, each former shareholder of Osisko is entitled to receive C$4.90 for each Share (the "Consideration") held immediately prior to the effective time of the Arrangement. A Final Order approving the Arrangement was granted by the Ontario Superior Court of Justice on October 22, 2024. The Arrangement became effective earlier today.
根據安排的條款,Osisko的每位前股東都有權就每股份("交易")收到在安排的生效時間前立即持有的C$4.90。安排得到了安大略省高等法院於2024年10月22日批准的最終裁決。安排今天較早時生效。
Former registered shareholders of Osisko are reminded that, in order to receive the Consideration to which they are entitled under the Arrangement, they must complete, sign and return the letter of transmittal to TSX Trust Company, in its capacity as depositary under the Arrangement, together with their certificate(s) or DRS advice(s) representing their Shares. If you have any questions or require further information regarding the procedures for receiving the Consideration, please contact TSX Trust Company: (i) by telephone at 1-866-600-5869 (North American Toll Free) or 416-342-1091 (Outside North America); (ii) by facsimile at 416-361-0470; (iii) by email at tsxtis@tmx.com; or (iv) online at .
Osisko的前註冊股東需完成、簽署並將換股信函寄回TSX Trust Company,作爲安排下的託管人,連同代表他們股份的證書或DRS通知,以便獲得他們應得的對價。如果您對收取對價的程序有任何疑問或需要進一步信息,請聯繫TSX Trust Company:(i) 電話:1-866-600-5869(北美免費)或416-342-1091(北美以外);(ii) 傳真:416-361-0470;(iii) 電子郵件:tsxtis@tmx.com;(iv) 在線查看。
Former non-registered shareholders should receive the Consideration to which they are entitled under the Arrangement directly in their brokerage accounts. Non-registered shareholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the Consideration to which they are entitled under the Arrangement.
非註冊股東應直接在他們的券商帳戶中收到他們根據安排應得的對價。非註冊股東如有任何疑問或需要進一步信息有關收取他們應得的對價的程序,請聯繫他們的券商或其他中介。
As a result of the completion of the Arrangement, the Shares are expected to be delisted from the Toronto Stock Exchange within two business days of closing. Osisko intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations. Each of the directors and senior officers of Osisko have resigned from their respective positions with Osisko upon completion of the Arrangement.
由於安排的完成,股份預計將在交易結束後的兩個工作日內從多倫多證券交易所除牌。Osisko打算向適用證券監管機構提交申請,終止成爲報告發行人並終止其公開報告義務。Osisko的每位董事和高級管理人員在安排完成後辭去了在Osisko的各自職務。
Further details regarding the Arrangement are set out in Osisko's management information circular dated September 6, 2024 which is available on SEDAR+ () under Osisko's issuer profile.
有關安排的更多詳細信息在Osisko於2024年9月6日發行的管理信息循環中列出,可在SEDAR+()下的Osisko發行人資料中找到。
Advisors
顧問
Maxit Capital LP and Canaccord Genuity Corp. acted as financial advisors to Osisko. Bennett Jones LLP acted as legal advisor to Osisko. Fort Capital Partners acted as financial advisor to the special committee of independent directors of Osisko (the "Special Committee"). Cassels Brock & Blackwell LLP acted as independent legal advisors to the Special Committee.
Maxit Capital LP和Canaccord Genuity Corp.擔任Osisko的財務顧問。Bennett Jones LLP擔任Osisko的法律顧問。Fort Capital Partners擔任Osisko獨立董事特別委員會("特別委員會")的財務顧問。Cassels Brock & Blackwell LLP擔任特別委員會的獨立法律顧問。
About Osisko
關於 Osisko
Osisko is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada.
Osisko是一家專注於在加拿大收購、勘探和開發貴重金屬資源物業的礦產勘探公司。
About Gold Fields
關於金田
Gold Fields is a globally diversified gold producer with nine operating mines in Australia, South Africa, Ghana, Chile and Peru and one project in Canada. Gold Fields shares are listed on the Johannesburg Stock Exchange (JSE) and its American depositary shares trade on the New York Exchange (NYSE).
Gold Fields是一家全球多元化的黃金生產商,在澳大利亞、南非、加納、智利和秘魯擁有九個運營礦山和一個加拿大項目。Gold Fields股票在約翰內斯堡證券交易所(JSE)上市,其美國存托股在紐約證券交易所(NYSE)交易。
Cautionary Statement Regarding Forward-Looking Statements
聲明 關於 前瞻性信息 聲明
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect Osisko's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release include all statements that are not historical fact. The forward-looking statements in this news release are based on a number of key expectations and assumptions made by Osisko including, without limitation: the timing and ability of Osisko to cause the Shares of Osisko to be delisted from the Toronto Stock Exchange; and the timing and ability of Osisko to obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements. Although the forward-looking statements contained in this news release are based on what Osisko's management believes to be reasonable assumptions, Osisko cannot assure investors that actual results will be consistent with such statements. The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: currency fluctuations; disruptions or changes in the credit or security markets; results of operations; and general developments, market and industry conditions. Additional factors are identified in Osisko's annual information form for the year ended December 31, 2023 and most recent Management's Discussion and Analysis, each of which is available on SEDAR+ () under Osisko's issuer profile. Readers, therefore, should not place undue reliance on any such forward-looking statements. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, Osisko assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect Osisko's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release include all statements that are not historical fact. The forward-looking statements in this news release are based on a number of key expectations and assumptions made by Osisko including, without limitation: the timing and ability of Osisko to cause the Shares of Osisko to be delisted from the Toronto Stock Exchange; and the timing and ability of Osisko to obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements. Although the forward-looking statements contained in this news release are based on what Osisko's management believes to be reasonable assumptions, Osisko cannot assure investors that actual results will be consistent with such statements. The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Such factors include, among others: currency fluctuations; disruptions or changes in the credit or security markets; results of operations; and general developments, market and industry conditions. Additional factors are identified in Osisko's annual information form for the year ended December 31, 2023 and most recent Management's Discussion and Analysis, each of which is available on SEDAR+ () under Osisko's issuer profile. Readers, therefore, should not place undue reliance on any such forward-looking statements. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, Osisko assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contact Information:
聯繫方式 信息:
John Burzynski
Chairman & Chief Executive Officer
(416) 363-8563
約翰·布伊欣斯基
tsxv
(416) 363-8563
譯文內容由第三人軟體翻譯。