On August 12, 2024 it was announced that Gold Fields was going to acquire Osisko Mining for $2.16 billion CAD ($1.6 billion USD), ALL CASH offer. One of my favourite things to do is look through the Management Information Circular to see how the deal came together. These details can be found in the
Background to the Arrangement section.
The fact that this was an ALL CASH deal, at a 60%+ premium to the market price is significant. It signaled there was a lot of competition to win this deal. Having now read the Information Circular that was released yesterday we know that:
- between October 2023 and May 2024, 8 different parties had signed confidentialty agreements to be able to access the data room
- 1st offer (non solicited) was received March 1, 2024 (Bidder 1). It was proposed as a merger of equals, no premium, all stock offer. Board and advisors determined the offer was not worth exploring.
- May 27, 2024 Bidder 1 came back with an improved offer. This offer was discussed at a regularly scheduled Board meeting on May 30, 2024 and a Special Committee was formed. Offer was declined.
- June 5, 2024 Bidder 1 came back with another all stock offer worth more.
- June 6, 2024 Gold Fields made their first offer and proposed a deal comprised of cash and shares.
- June 8, 2024 Osisko held a Board meeting to discuss offers (Bidder 1 and Gold Fields). Financial advisors were instructed to continue discussions with other interested parties in an effort to increase bid competition.
- June 27, 2024 Gold Fields improved their offer an proposed an ALL CASH deal. Osisko declined this offer and told Gold Fields to try harder.
- July 9, 2024 Bidder 1 made a slightly improved offer (all stock) and Gold Fields also made a slightly improved offer (all cash) with an exclusivity period to negotiate the transaction.
- July 10, 2024 Osiski has discussions with a new bidder (Bidder 2) and is told to expect an offer shortly.
- July 10, 2024 Osisko Board meets to discuss offers from Bidder 1 and Gold Fields.
- Also on July 10, 2024 Bidder 2 submits offer that is 50% stock, 50% cash. Board has a late night meeting to discuss.
- July 11, 2024 Osisko signs a letter of intent with Bidder 2 to enter a period of exclusive negotiations for 2 weeks.
- July 13, 2024 Bidder 1 submits an improved all stock offer (Osisko cannot respond as they are in an exclusivity negotiation period with Bidder 2)
- July 17, 2024 Gold Fields submits another ALL CASH offer and asks for an exclusivity period to negotiate for 10 days. (Osisko cannot respond as they are in an exclusivity negotiation period with Bidder 2)
- July 26, 2024 Gold Fields submits an improved, unsolicited offer that's ALL CASH for $4.90 / share with a shorter exclusivity period and dilligence requirements. Gold Fields also sends a draft copy of the proposed Arrangement.
- July 29, 2024 Osisko Board meets to discuss the 3 competing offers.
- August 1, 2024 Bidder 2 submits an improved offer mix of stock and cash. This offer has longer exclusivity negotiation period and due dilligence periods.
- August 3, 2024 Osisko Board and advisors meet to discuss offers. It is decided that discussions will more forward with Gold Fields, and discontinued with all other parties.
- From the time the Special committee was formed in late May 2024, until the announcement of the transaction with Gold Fields was announceed Aug 12, 2024, the special committee met a total of 13 times and received regular updates from management, legal and financial advisors.
Deals take time to put together. And until they happen, it's business as usual.
Full Background of Arranement Text Below
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Background to the Arrangement
The Arrangement Agreement is the result of extensive arm's length negotiations among the Company, Gold Fields and their respective advisors. The following is a summary of the principal events leading to the signing of the Arrangement Agreement and the announcement thereof. References to Gold Fields in this section includes the Purchaser and the Parent, affiliates of Gold Fields.
Osisko's management team and the Board regularly reviews its overall corporate strategy and long-term strategic plan with the view of enhancing shareholder value, including assessing the relative merits of continuing as a standalone company with a single material asset, strategic financings, potential acquisitions and various other combination opportunities.
Osisko has regularly evaluated and sought opportunities to seek financial partners and consider partnering with experienced gold producers with the objective of de-risking the remaining financial and technical work needed to bring its flagship Windfall Project into production while limiting exposure to significant shareholder dilution. To facilitate this process, the Board engaged, from time to time, external financial advisors and legal counsel to assist with its review and analysis of the Company's various strategic alternatives, including potential dispositions, joint venture transactions or strategic investments. In all cases, confidentiality agreements were executed as a prerequisite to engaging in strategic discussions and the sharing of information.
In November of 2021, Osisko completed a private placement offering of C$154 million aggregate principal amount of Debentures maturing in December 2025 to Northern Star Resources Limited ("Northern Star"). In connection with the private placement of Debentures, Osisko and Northern Star agreed to negotiate, on an exclusive basis, the terms of an earn-in and joint-venture for up to a 50% interest in the Windfall Project. On February 16, 2022, Osisko and Northern Star agreed to terminate such negotiations.
Following the termination of discussions with Northern Star, Osisko and its advisors had multiple discussions with respect to potential strategic transactions for the Company. Osisko ultimately determined to approach a broad group of credible counterparties with a view to allowing the counterparties to make confidential proposals and conduct diligence.
This initial process culminated on May 2, 2023 when Osisko, after careful consideration of its available strategic options, determined it was in the best interests of Osisko and its stakeholders to enter into a 50/50 joint venture agreement with a subsidiary of Gold Fields for the joint ownership and development of the Windfall Project. Pursuant to the transaction, Gold Fields acquired a 50% partnership interest in the Partnership, which would develop the Windfall Project and the surrounding Urban Barry Project and Quevillon Project, in exchange for an upfront cash payment of C$300 million, a deferred payment of C$300 million upon the issuance of certain permits, a commitment to solely fund the first C$75 million in regional exploration expenditures, and C$34 million in reimbursements for certain pre-construction expenditures incurred by Osisko. Following completion of the transaction, Osisko and Gold Fields agreed to share all pre-construction and construction costs.
Subsequent to the joint venture transaction, Osisko continued to consider various strategic alternatives to further the Windfall Project and de-risk the Company with the financial advice of Maxit and Canaccord. In the ordinary course of business, Osisko had regular engagement with several industry peers and financial participants for the purpose of seeking opportunities for collaboration, joint business development opportunities, strategic financings, asset level transactions and, in some circumstances, evaluation of more transformational strategic alternatives, including the potential for corporate-level combinations, all with a view to enhancing shareholder value. Between October 2023 to May 2024, Osisko entered into confidentiality agreements with eight strategic counterparties.
Beginning in late 2023, senior management of Osisko and representatives of Gold Fields had preliminary discussions with respect to the possibility of Gold Fields increasing its ownership in the Windfall Project. On March 1, 2024, Osisko received a preliminary non-binding written expression of interest from a Canadian gold mining company ("Bidder 1") in relation to a combination on a "merger of equals" basis at an exchange ratio that was proposed to reflect no premium to the market price for Osisko ("First Bidder 1 Offer"). Osisko considered this proposal with certain directors and its external advisors and determined that it did not form a basis for any further consideration or discussions.
In response to the increased interest in the Company, Osisko, led by its Chairman and CEO, Mr. John Burzynski, began re-engaging with Maxit, which has been providing ongoing financial advisory services to Osisko since 2017, to evaluate and canvass potential counterparties for possible transactions that would result in the acquisition of Osisko's interest in the Joint Venture, Osisko or other strategic transaction involving the Company. As part of the process undertaken to pursue the best interests of Osisko, and consider opportunities to maximize value for Shareholders, Maxit worked with management of the Company to facilitate the diligence process to provide the interested parties with access to certain information that would be needed to enable each party to be in a position to make proposals that would allow the Company to be in a position to evaluate the proposed transaction type, implied value, the commitment level of the parties and their financial capability.
On May 27, 2024, Bidder 1 sent a further draft written expression of interest to Osisko with improved economics ("Second Bidder 1 Offer"). At a regularly scheduled meeting of the Board held on May 30, 2024 to discuss the results of the Company's annual general meeting, Mr. Burzynski provided an update regarding the interest of various potential counterparties in consummating a transaction. The Board received advice from counsel to the Company, Bennett Jones LLP ("Bennett Jones"), regarding the duties of directors in considering strategic transactions. Following discussion of the corporate update and legal advice, the Board determined that, while the Second Bidder 1 Offer did not provide compelling terms for the Company to act, the Company should formalize a process to obtain and consider strategic alternatives. The Board determined that it would be in the best interests of the Company to establish a special committee of the Board (the "Special Committee") comprised of independent directors, being Mr. Patrick F.N. Anderson, Mr. Keith McKay and Ms. Amy Satov. The mandate of the Special Committee included the review and evaluation of potential strategic options of Osisko, supervision of negotiations regarding the any proposed transaction, review of the terms of any proposed transaction, and reporting and making recommendations to the Board in respect of any proposed transaction. Mr. Anderson was appointed Chair of the Special Committee. The Special Committee subsequently engaged Cassels Brock & Blackwell LLP ("Cassels") as its independent legal counsel and Fort Capital as its financial advisor.
On June 5, 2024, the Company received a further written non-binding expression of interest (the "Third Bidder 1 Offer") from Bidder 1 to acquire all of the Common Shares in exchange for share consideration of Bidder 1 on improved economic terms.
On June 6, 2024, the Company received a non-binding expression of interest from Gold Fields (the "First Gold Fields Offer") to acquire all of the Common Shares. The purchase price would be comprised of cash, contingent consideration and shares of a newly created spinout entity ("SpinCo"). SpinCo would be capitalized with cash Osisko's holdings of marketable securities in its equity book.
The Board called a meeting, held on June 8, 2024, which was attended by all of the members of the Board and, by invitation of the Board, certain members of Osisko's senior management and representatives from Maxit, Bennett Jones (legal counsel to Osisko) and Cassels (legal counsel to the Special Committee), to review and consider the Third Bidder 1 Offer and the First Gold Fields Offer. At this meeting, Maxit presented an overview and detailed analysis of the Third Bidder 1 Offer and the First Gold Fields Offer to the Board, and an update of active counterparties, which was followed by discussion by the Board. The Board also received a presentation from Bennett Jones providing preliminary advice, regarding, among other things, the duties and responsibilities of the Board in the context of an acquisition transaction, and other obligations and process matters, as well as the legal and other implications relating to the offers. In connection with its evaluation of the two offers, the Board also received a summary and comparison of the two offers from Canaccord.
Following receipt of the Third Bidder 1 Offer and the First Gold Fields Offer, negotiations ensued between Osisko and each of Bidder 1 and Gold Fields relating to, among other things, price and relative valuations, structure, governance, due diligence and process. In addition to ongoing negotiations with the First Bidder and Gold Fields, discussions also took place with several other potential bidders and Osisko and its advisors continued to facilitate ongoing due diligence by such potential bidders, with the view of increasing the competitive arena for bids.
On June 27, 2024, the Company received a second non-binding expression of interest from Gold Fields (the "Second Gold Fields Offer") to acquire all of the Common Shares in an all-cash transaction. After considering the Second Gold Fields Offer with its advisors and certain directors, Mr. Burzynski informed Gold Fields that the revised proposal was inadequate but that Osisko proposed to continue to engage with Gold Fields in order for it to improve its offer.
On July 9, 2024, Bidder 1 submitted a revised proposal, which was substantially similar to the Third Bidder 1 Offer but represented a higher implied offer price based on the closing price of Bidder 1 that day (the "Fourth Bidder 1 Offer"). Gold Fields also presented a revised offer which proposed an all-cash transaction and an exclusivity period to negotiate a definitive transaction (the "Third Gold Fields Offer" and, together, the "July 9 Offers").
On the morning of July 10, 2024, Mr. Burzynski and Mr. Savard had a discussion with representatives of another potential bidder ("Bidder 2"). Bidder 2 indicated that it was preparing to make an offer to acquire all of the Common Shares.
The Board met on July 10, 2024 to discuss the July 9 Offers, including the valuation implied by such July 9 Offers, which meeting was also attended by certain senior officers of Osisko and representatives from Maxit, Bennett Jones and Cassels. At this meeting, the Board received a detailed presentation from Maxit outlining the value proposed by each of the July 9 Offers, a comparison of the offers and the standalone case for Osisko. Maxit noted that while the Fourth Bidder 1 Offer would imply a larger announcement premium to Shareholders, based on the findings of Osisko's ongoing diligence of Bidder 1, the valuation and comparable trading metrics of Bidder 1 relative to its peers, and the expected share price settlement should a transaction with Bidder 1 be consummated, there would be a risk that the share price implied by the Fourth Bidder 1 Offer trade below that of the cash offer price implied by the Third Gold Fields Offer. At this meeting, Mr. Burzynski also provided an update to the Board regarding his discussion with Bidder 2, which had expressed interest in a potential transaction, noting that it was preparing to make an offer to acquire all of the Common Shares, but had not yet presented such formal offer to the Company. Following discussion by the Board and Special Committee, the Board, with the agreement of the Special Committee, determined to negotiate improved offers from each of Gold Fields (including requesting a reduction in the exclusivity period) and Bidder 1, while also encouraging Bidder 2 to present a formal offer to the Company in accordance with its previous expression of interest.
The Board reconvened at 5:00 p.m. (Eastern time) on July 10, 2024 for an update from management of Osisko. While the Company had not yet received a formal offer from Bidder 2 at the time of this Board meeting, further discussions between Mr. Burzynski and Bidder 2 had ensued over the course of the day with Bidder 2 indicating that a proposal was forthcoming.
Shortly following the conclusion of the Board meeting held at 5:00 p.m. (Eastern time) on July 10, 2024, the Company received a formal written non-binding offer from Bidder 2 (the "First Bidder 2 Offer") to acquire all of the issued and outstanding Common Shares for consideration comprised of shares of Bidder 2. Bidder 2 indicated that it would consider a mix of consideration of up to 50% cash.
In light of the First Bidder 2 Offer, the Board further reconvened in the evening of July 10, 2024, together with their respective legal advisors and Maxit, to consider the First Bidder 2 Offer and received a summary presentation from Maxit outlining all offers presently on the table. The Special Committee subsequently met with its legal and financial advisors to review and analyze the First Bidder 2 Offer relative to the July 9 Offers. Following discussion and careful consideration, the Special Committee determined that it was prepared to recommend the First Bidder 2 Offer provided certain terms are negotiated, including lock-up terms and due diligence and exclusivity timelines. The Special Committee then reported back to the Board at a meeting of the Board held later in the evening of July 10, 2024.
Following discussion and careful consideration of the Special Committee recommendation and the advice of Maxit, the Board determined that the First Bidder 2 Offer was superior from a financial point of view to both the Third Gold Fields Offer and the Fourth Bidder 1 Offer and resolved to execute a non-binding letter of intent with Bidder 2 for First Bidder 2 Offer (the "Bidder 2 LOI").
On July 11, 2024, the Company executed the Bidder 2 LOI, which granted Bidder 2 three weeks of exclusivity, expiring August 2, 2024, to allow Bidder 2 to complete its due diligence review of the Company and negotiate definitive agreements in respect of the First Bidder 2 Offer. The Bidder 2 LOI was subject to confirmatory due diligence and other customary conditions.
Subsequent to executing the Bidder 2 LOI, the Company received an unsolicited revised offer from Bidder 1 on July 13, 2024 at a higher implied offer price relative to the Fourth Bidder 1 Offer, the Third Gold Fields Offer and the First Bidder 2 Offer (the "Fifth Bidder 1 Offer"). The consideration was in the form of shares of Bidder 1 but did provide Osisko with the option for a mix of shares and some cash.
On July 17, 2024, Gold Fields submitted an unsolicited revised offer providing for an all-cash transaction at an increased price and an exclusivity period of 10 days, at a lesser implied price than the Fifth Bidder 1 Offer.
As the exclusivity provisions of the Bidder 2 LOI were still in effect, Osisko was not able to respond to the unsolicited offer letters, and the Board and Special Committee met on July 17, 2024 with, among others, Bennett Jones and Cassels to receive advice in this regard.
On July 26, 2024, Gold Fields submitted a further revised unsolicited offer (the "Fifth Gold Fields Offer"), which provided for higher all-cash consideration of C$4.90 per Common Share, a shorter five-day exclusivity period and only confirmatory due diligence. The Fifth Gold Fields Offer was accompanied by a draft arrangement agreement.
The Board met again on July 29, 2024, together with certain senior officers of Osisko, and representatives from Maxit, Bennett Jones and Cassels, where the Board discussed the Fifth Bidder 1 Offer, the Fifth Gold Fields Offer and the First Bidder 2 Offer, having regard to the upcoming expiry of the exclusivity period with Bidder 2 on August 2, 2024.
On August 1, 2024, the Company received an improved, formal written non-binding offer from Bidder 2 (the "Second Bidder 2 Offer"), to acquire all of the issued and outstanding Common Shares for consideration comprised of a mix of shares and cash which had an improved implied offer price relative to the offer represented by the Bidder 2 LOI. The Second Bidder 2 Offer was subject to additional due diligence as well as a further exclusivity period of 18 days.
At a meeting held on August 2, 2024, the Board with its external financial and legal advisors convened to evaluate the Fifth Bidder 1 Offer, the Second Bidder 2 Offer and the Fifth Gold Fields Offer. While the Fifth Bidder I Offer and the Second Bidder 2 Offer implied similar values, the Board concluded that the Fifth Gold Fields Offer was the preferred alternative as it represented (i) the only offer received with all-cash consideration, (ii) the shortest timeline to executing a definitive agreements, and (iii) the highest degree of transaction certainty (e.g. least amount of due diligence requirement and no requirement for an acquirer shareholder vote). The Board determined that Mr. Burzynski should contact representatives of Gold Fields to discuss and negotiate the Fifth Gold Fields Offer once the exclusivity period with Bidder 2 under the Bidder 2 LOI expires.
Following the expiration of the exclusivity period under the Bidder 2 LOI, on August 2, 2024 at 5:00 p.m. (Eastern time), management of the Company engaged in discussions with Gold Fields regarding the Fifth Gold Fields Offer, including structure, timing and other matters related to the Fifth Gold Fields Offer.
On August 3, 2024, the Board met with its legal counsel and financial advisors to discuss the Fifth Gold Fields Offer. The Fifth Gold Fields Offer provided for cash consideration of C$4.90 per Common Share with exclusivity until August 12, 2024. Bennett Jones also led the Board through a discussion of the draft arrangement agreement provided by Gold Fields with the Fifth Gold Fields Offer. The Special Committee then met separately with its legal counsel and financial advisor to review each of the Fifth Bidder 1 Offer, the Second Bidder 2 Offer, the Fifth Gold Fields Offer and the standalone case for Osisko and, following further discussion and careful consideration, the Special Committee determined that the Fifth Gold Fields Offer was in the best interest of Osisko, was less risky from a transaction executability perspective, and was no less favourable from a financial point of view than the Fifth Bidder 1 Offer and the Second Bidder 2 Offer, which other offers were comprised a mix of cash and share consideration (with varying degrees of expected settlement in the value of the share consideration following announcement of any transaction) and were subject to due diligence. The Special Committee recommended that Osisko cease discussions with all other bidders, commence negotiations and discussions of the potential transaction with Gold Fields and, in this regard, proceeded with the Fifth Gold Fields Offer by executing the formal, written non-binding letter of intent with Gold Fields (the "Gold Fields LOI").
Following the meeting of the Special Committee, the Board reconvened later on August 3, 2024 with its legal counsel, legal counsel to the Special Committee and the Board's financial advisors and, upon receiving the recommendation of the Special Committee and the advice of its legal counsel and financial advisors, resolved to enter into a revised version of the Gold Fields LOI.
Over the course of the next several days, Osisko's and Gold Fields' management teams, in conjunction with their respective financial and legal advisors, negotiated the terms of the Arrangement, conducted due diligence, and prepared and negotiated the relevant documentation, including the Arrangement Agreement, the Plan of Arrangement, ancillary agreements and the Voting Support Agreements. During this period, Osisko's management had a number of discussions with members of the Special Committee and the Board, providing updates on the status of the transaction, the ongoing due diligence process as well as the communications between Osisko's and Gold Field's teams. On the basis of discussions, Osisko's management and Osisko's financial and legal advisors continued negotiations with Gold Fields on certain key terms of the proposed transaction.
From the time the Special Committee was formed in late May 2024, until the announcement of the transaction with Gold Fields on August 12, 2024, the Special Committee met a total of 13 times and regularly received updates from (i) the financial advisors with respect to process matters, market activity, evaluation of counterparties and various offers received, due diligence matters and other financial advice, (ii) Bennett Jones and Cassels with respect to legal matters and procedural and governance related matters (including, without limitation, advice with respect to the duties and responsibilities of the members of the Board and the Special Committee in the context of an acquisition transaction), and (iii) management of the Company with respect to communications with the interested parties and ongoing negotiations. In addition, at the end of each meeting, the Special Committee held an in camera session with its legal counsel and financial advisors, which excluded management and legal counsel to the Company. The Special Committee was given full access to all documentation and presentations prepared by the financial advisors and legal counsel for the Company and were given the opportunity to ask questions and request further information from each of the advisors and management throughout the entire process.
On August 10, 2024, the Special Committee held a meeting, which was attended by the legal counsel and financial advisors of the Special Committee at the invitation of the Special Committee, to consider the terms of the Arrangement Agreement. During such meeting, the Special Committee received a presentation from the financial advisors and legal counsel regarding legal and financial due diligence matters, the terms of the Arrangement, the Arrangement Agreement and the Voting Support Agreements. In addition, Fort Capital, financial advisor to the Special Committee, provided a presentation to the Special Committee describing the Arrangement, the review and analysis undertaken by Fort Capital, and outlining its approach to assessing fairness, including the analyses performed, and other transaction considerations, as well as the overall scope of review. Following discussion of such presentation, Fort Capital delivered its oral opinion to the Special Committee that, on the basis of the assumptions, limitations and qualifications to be set forth in the Fort Capital Fairness Opinion, as of the date of the Fort Capital Fairness Opinion, the Consideration to be received by Shareholders in respect of the Arrangement, was fair, from a financial point of view, to the Shareholders. The members of the Special Committee were given the opportunity to ask questions to Fort Capital and Cassels. After careful deliberation, including a consideration of, among other things, the terms of the Arrangement and proposed all cash consideration, advice of its financial and legal advisors, including the Fort Capital Fairness Opinion and discussions with management, the Special Committee resolved to accept the oral fairness opinion received from Fort Capital and unanimously determined that the Arrangement is in the best interests of the Company and fair to Shareholders and unanimously recommend that the Board approve the entry into of the Arrangement Agreement, substantially in the form presented subject to the finalization of any outstanding items on acceptable terms, and unanimously recommend that the Shareholders vote for the Arrangement Resolution.
Later on August 10, 2024, following the Special Committee meeting, a meeting of the Board was called which was attended by the legal counsel and financial advisors of Osisko and the legal counsel of the Special Committee at the invitation of the Board (the "August 10 Meeting"). At the August 10 Meeting, Bennett Jones and Osisko's management provided an update regarding certain outstanding items that would need to be resolved prior to settling the definitive Arrangement Agreement with Gold Fields. Additionally, at the August 10 Meeting, the Chair of the Special Committee confirmed to the full Board that the Special Committee had determined that the Arrangement was in the best interests of the Corporation and fair to the Shareholders and that the Special Committee had unanimously recommended that the Board approve the Arrangement and recommend that Shareholders approve the Arrangement. Then, Maxit, financial advisor to Osisko, gave a detailed presentation to the Board which concluded with Maxit orally advising that, on the basis of the assumptions, limitations and qualifications to be set forth in the Maxit Fairness Opinion, as of the date of the Maxit Fairness Opinion, the Consideration to be received by Shareholders in respect of the Arrangement, was fair, from a financial point of view, to the Shareholders. Likewise, Canaccord, financial advisor to Osisko, also gave a detailed presentation to the Board which concluded with Canaccord orally advising that, on the basis of the assumptions, limitations and qualifications to be set forth in the Canaccord Fairness Opinion, as of the date of the Canaccord Fairness Opinion, the Consideration to be received by Shareholders in respect of the Arrangement, was fair, from a financial point of view, to the Shareholders.
In light of the recommendation of the Special Committee and those factors discussed under the heading "The Arrangement – Reasons for the Arrangement", and following further discussion, the Board considered, among other things, the best interests of the Company and the interests of its stakeholders and resolved and determined: (i) to accept the oral fairness opinions received from Maxit and Canaccord that the Consideration was fair, from a financial point of view, to the Shareholders; (ii) that the Arrangement was in the best interest of Osisko and fair to the Shareholders and in the best interests of stakeholders in the Company; (iii) that Osisko enter into the Arrangement Agreement with Gold Fields, subject to the finalization of any outstanding items on acceptable terms, and that Osisko perform its obligations thereunder; (iv) that the Shareholders be asked to consider, and, if thought advisable, approve, the Arrangement Resolution; and (v) to unanimously recommend that Shareholders vote in favour of the Arrangement Resolution.
The oral opinions were subsequently confirmed by delivery of the written Fort Capital Fairness Opinion, the written Maxit Fairness Opinion, and the written Canaccord Fairness Opinion, copies of which are appended to this Circular as Appendix "F", Appendix "G" and Appendix "H", respectively.
After the August 10 Meeting and over the course of August 11, 2024, representatives of Gold Fields and Osisko, along with their respective legal advisors, engaged in continued discussions to finalize the terms of the Arrangement Agreement, and were able to resolve the outstanding matters on acceptable terms (including the receipt of definitive Voting Support Agreements from all of the directors and senior officers of Osisko), which ultimately resulted in Gold Fields and Osisko executing the Arrangement Agreement shortly following midnight on August 12, 2024. Osisko subsequently issued a news release announcing the Arrangement and the execution of the Arrangement Agreement and the Voting Support Agreements.