A Gold Fields Ontario subsidiary is proposing to acquire all the common shares of Osisko for cash

It is proposed that an indirect Ontario subsidiary of Gold Fields (the “Purchaser”) acquire the (common) shares of Osisko (a TSX-listed Ontario corporation whose principal asset is a 50% interest in the Windfall gold project in Quebec) for $1.9B in cash. The Purchaser acquired the other 50% interest in the Windfall Project in May 2023. Under the proposed Ontario Plan of Arrangement, which stipulates that the steps will occur at two-minute intervals starting at 12:01 a.m. Toronto time, a step has been inserted, between the cash-surrender of the RSUs and the cash-surrender of the DSUs, providing that all the directors shall be deemed to have resigned, so that for discrete intervals of time, Osisko will have no directors.

The Canadian tax disclosure contains detailed disclosure regarding the capital gains inclusion rate transitional rules.

Neal Armstrong. Summary of 6 September 2024 Circular of Osisko Mining Inc. (the “Company” or “Osisko”) respecting its acquisition by Gold Fields Windfall Holdings Inc. (the “Purchaser”) under Mergers & Acquisitions – Mergers – Shares for Cash.