Business
Osisko Gold Royalties Ltd Provides Corporate Updates on Previously-announced Spin-out Transaction and Formation of "Osisko Development Corp."
MONTRÉAL, Oct. 28, 2020 (GLOBE NEWSWIRE) -- Osisko Gold Royalties Ltd ("Osisko Royalties") (OR: TSX & NYSE) and Barolo Ventures Corp. ("Barolo") (BVC.H: TSX-V)
About this update from Or Royalties Inc.
[{"type":"text","content":" MONTRÉAL, Oct. 28, 2020 (GLOBE NEWSWIRE) -- Osisko Gold Royalties Ltd (\"Osisko Royalties\") (OR: TSX & NYSE) and Barolo Ventures Corp. (\"Barolo\") (BVC.H: TSX-V) are pleased to provide certain corporate updates on their previously-announced spin-out transaction, further to their joint news release dated October 5, 2020, which will result in a \"Reverse Take-Over\" of Barolo (the \"RTO\") under the policies of the TSX Venture Exchange (the \"TSX-V\"). In this news release, references to the \"Resulting Issuer\" or \"Osisko Development\" are to Barolo after the closing of the RTO. Execution of Definitive Amalgamation Agreement On October 23, 2020, a definitive amalgamation agreement (the \"Amalgamation Agreement\") in respect of the RTO was executed among Osisko Royalties, Barolo, Osisko Development Holdings Inc. (\"Osisko Subco\"), a wholly-owned subsidiary of Osisko Royalties incorporated under the Business Corporations Act (British Columbia) (the \"BCBCA\"), and a wholly-owned subsidiary of Barolo (\"Barolo Subco\"). The Amalgamation Agreement provides for, among other things, a three-cornered amalgamation (the \"Amalgamation\") pursuant to which (i) Osisko Subco will amalgamate with Barolo Subco under Section 269 of the BCBCA to form one corporation (\"Amalco\"), (ii) the securityholders of Osisko Subco will receive securities of the Resulting Issuer in exchange for their securities of Osisko Subco, (iii) Amalco will be merged into Barolo (by way of a voluntary dissolution) to form the Resulting Issuer, and (iv) the transactions will result in a RTO of Barolo in accordance with the policies of the Exchange, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. Pursuant to the Amalgamation Agreement, the common shares of Barolo (\"Barolo Shares\") outstanding immediately prior to the effective time of the Amalgamation will be consolidated on the basis of one (1) post-consolidation Barolo Share for each sixty (60) pre-consolidation Barolo Shares (the \"Consolidation\") and the name of Resulting Issuer will be changed to \"Osisko Development Corp.\". Completion of the proposed RTO is subject to, among other things, receipt of all necessary regulatory and shareholder approvals. The Amalgamation Agreement was negotiated at arm's length between representatives of Osisko Ro...