Shares for Cash

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Shares for Cash
Gold Fields/ Osisko

Gold Fields/ Osisko

Gold Fields Ontario subsidiary to acquire all the common shares of Osisko for cash
(SEDAR filing: 10 September 2024) 6 September 2024 Circular of Osisko Mining Inc. (the “Company” or “Osisko”) respecting its acquisition by Gold Fields Windfall Holdings Inc. (the “Purchaser”) (2977 K). Bennett Jones/ McCarthy for Gold Fields
Overview

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.

Osisko

An Ontario corporation whose shares are listed on the TSX and whose principal project is a 50% interest in the Windfall gold deposit in Quebec. 382M shares are outstanding. Blackrock, Inc. holds 16.75% of its common shares.

Gold Fields

Gold Fields Limited, a public limited company incorporated in South Africa with nine operating gold mines.

Parent

Gold Fields Holding Company Limited, a limited liability company incorporated in the BVI and wholly-owned by Gold Fields.

Purchaser

Gold Fields Windfall Holdings Inc., an Ontario corporation wholly-owned by the Parent. In May 2023, the Purchaser acquired a 50% interest in the Windfall project through a partnership.

OBCA Plan of Arrangement
  1. Vested and unvested Company options will be surrender for cash equal to their in-the-money value less applicable withholdings.
  2. RSUs will be surrendered for cash equal to the per common share consideration of $4.90 per common share (the “Consideration”) less applicable withholdings.
  3. Each Company director will resign from, and shall be deemed to have immediately resigned from, the Board and the board of any affiliate.
  4. DSUs will be surrendered for cash equal to the consideration of $4.90 per common share (the “Consideration”) less applicable withholdings.
  5. Company common shares of dissenting shareholders will be transferred to the Company for a debt claim.
  6. Each Company common share (other than of those dissenting and of the Purchaser or any affiliate) will be transferred to the Purchaser for the cash Consideration.
Canadian tax considerations

The share dispositions are taxable to resident taxable investors.

Detailed disclosure regarding the capital gains inclusion rate transitional rules.

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