|By Marketwired .||
|November 26, 2012 02:15 PM EST||
MONTREAL, QUEBEC -- (Marketwire) -- 11/26/12 -- Osisko Mining Corporation ("Osisko") (TSX:OSK)(FRANKFURT:EWX) is pleased to announce it has entered into an agreement to acquire 7,795,574 common shares (9.2%) of Queenston Mining Inc. ("Queenston") (TSX:QMI)(OTCQX:QNMNF) from Agnico-Eagle Mines Limited ("Agnico-Eagle") (NYSE:AEM)(TSX:AEM) and that Agnico-Eagle, as the shareholder of record for such shares, has agreed to vote in favour of the previously announced Arrangement (as defined below, see Osisko press release, November 12, 2012).
Pursuant to the agreement, Agnico-Eagle will receive $5.43 for each Queenston common share (closing price on the Toronto Stock Exchange on November 23, 2012) sold, for total proceeds of approximately $42.3 million. Osisko's acquisition of the 9.2% stake in Queenston will be completed using available cash on hand.
UPDATE ON FRIENDLY ACQUISITION OF QUEENSTON
Osisko's acquisition of Queenston will be completed by way of a court-approved plan of arrangement, whereby Osisko will acquire each issued and outstanding share of Queenston in exchange for 0.611 of a common share of Osisko (the "Arrangement"). The detailed terms and conditions will be disclosed in the Queenston management information circular which will be filed and mailed to Queenston shareholders this week, with the special meeting to be held on December 20, 2012. Completion of the transaction is subject to customary conditions and the receipt of all necessary regulatory and stock exchange approvals.
Osisko is pleased to report that it has received lock-up agreements representing over 37% of the issued and outstanding common shares of Queenston (prior to and not including today's agreement with Agnico-Eagle).
ABOUT OSISKO MINING CORPORATION
Osisko Mining Corporation operates the Canadian Malartic Gold Mine in Malartic, Quebec and is pursuing exploration on a number of properties, including the Hammond Reef Gold Project in Northern Ontario.
Certain statements contained in this press release may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that Osisko expects to occur, are forward looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "scheduled" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although Osisko believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, including, without limitation that all technical, economical and financial conditions will be met in order to purchase the shares held by Agnico-Eagle and complete the transaction between Osisko and Queenston, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, gold prices, access to skilled consultants, mining development and mill production personnel, results of exploration and development activities, Osisko limited experience with production and development stage mining operations, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment, timeliness of government or court approvals, actual performance of facilities, equipment and processes relative to specifications and expectations, unanticipated environmental impacts on operations market prices, continued availability of capital and financing and general economic, market or business conditions. These factors are discussed in greater detail in Osisko's most recent Annual Information Form, both of which are filed on SEDAR, which also provide additional general assumptions in connection with these statements. Osisko caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on the forward looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.
Vice-President Corporate Development
Director of Investor Relations
Toll Free: 1-888-674-7563
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