Canadian mineral exploration company Osisko Mining Inc. (Osisko) and Canadian resource exploration company Beaufield Resources Inc. (Beaufield) have entered into a definitive arrangement agreement dated 14 August 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.
President and CEO of Osisko, John Burzynski, stated: “We are very pleased to announce today’s proposed transaction with Beaufield. By joining Osisko in our large-scale exploration and development programme at Windfall, Beaufield Shareholders have the opportunity to capitalise on the strong premium offered today and to benefit from the future growth of our project.”
Ron Stewart, President and CEO of Beaufield, commented: “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.”
Under the terms of the agreememt, 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 14 August 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 14 August 2018 (being the last trading day prior to the announcement of the arrangement).
The arrangement is to require the approval of Beaufield shareholders at a special meeting, which is 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 66?% 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.
On the recommendation of its independent special committee Beaufield’s board of directors 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 full details of the agreement will be made available on SEDAR under the issuer profile of Beaufield at www.sedar.com.
Full particulars of the arrangement are also to 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.
Read the article online at: https://www.globalminingreview.com/finance-business/16082018/osisko-mining-to-buy-out-beaufield-resources/