Canadian firm Chantrell Ventures has entered an agreement with Alexandria Minerals under which Chantrell will acquire certain non-core assets of Osisko Mining and ultimately result in a reverse takeover (RTO) of Chantrell by Osisko.
Under the agreement, the resulting issuer, which will be renamed O3 Mining, will acquire the issued and outstanding common shares of Alexandria.
Shareholders of Alexandria will receive 0.010309 common shares of O3 Mining in exchange for each Alexandria share held immediately prior to the effective time of the arrangement.
The arrangement has been priced based on deemed value of C$3.88 per common share of O3 Mining, being the purchase price of subscription receipts issued under Chantrell’s C$18.2m financing, and values the common shares of Alexandria at C$0.04 per share.
Alexandria interim president and chief executive officer Walter Henry said: “This transaction will fold Alexandria’s key Val d’Or land package into O3 Mining’s exploration properties at an early stage of O3 Mining’s history.”
Chantrell has also entered an agreement with Osisko, under which certain non-core assets of Osisko Mining will be transferred to Chantrell, resulting in a reverse takeover of Chantrell by Osisko Mining.
The Alexandria deal is subject to the closing of the RTO and other approvals.
Alexandria has agreed to pay a termination fee of C$875,000 to Chantrell if the agreement is terminated in certain circumstances.
Both companies have also agreed that Osisko will provide certain loan advances to Alexandria prior to the effective time of the arrangement; and Alexandria shareholders are expected to hold 14.5% of the issued share capital of O3 Mining upon completion of the Alexandria transaction and the RTO.
The arrangement is expected to close in July 2019, and include the transfer of Osisko assets including the Marban deposit in Québec’s Abitibi district and the Garrison deposit in the Larder Lake mining division in Ontario.
Osisko Mining will transfer the transferred assets to Chantrell in exchange for 24,977,898 common shares of O3 Mining and each common share will have a deemed value of C$3.88.
The company has agreed to pay a termination fee of C$3m to Osisko if it terminates the agreement, and Osisko has agreed to pay C$1m to Chantrell if it withdraws from the agreement.
The RTO is expected to close in July 2019.
Cassels Brock & Blackwell is acting as Chantrell’s legal adviser and Cormark Securities has provided a fairness opinion to the Chantrell board.
Sprott Capital Partners is acting as Alexandria’s financial adviser and Aird & Berlis is acting as Alexandria’s legal adviser. Infor Financial has provided a fairness opinion to the Alexandria board.
Bennett Jones is acting as Osisko Mining’s legal adviser.