All Share Transaction Continues O3 Mining’s Regional Consolidation
TORONTO, July 02, 2019 (GLOBE NEWSWIRE) -- Chantrell Ventures Corp. ("Chantrell" or the "Corporation") (NEX:CV.H) is pleased to announce that it has entered into a binding share purchase agreement (“SPA”) with Chalice Gold Mines Limited (“Chalice”) to acquire Chalice’s wholly-owned subsidiary Chalice Gold Mines (Quebec) Inc. (“CGMQ”). CGMQ is the registered holder of the East Cadillac and Kinebik Gold Projects in Quebec, Canada. CGMQ also holds the underlying Option Agreements on the East Cadillac Gold Project with Globex Mining Enterprises Inc. and Renforth Resources Inc.
The transaction is subject to, among other things, approval of the TSX Venture Exchange.
Chantrell is party to an arrangement agreement dated May 14, 2019 (the "Arrangement Resolution") between Chantrell and Osisko Mining Inc. ("Osisko Mining"), pursuant to which, among other things, Chantrell will acquire certain non-core assets of Osisko Mining in exchange for common shares of Chantrell ("Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"). The Arrangement will result in the reverse takeover of Chantrell by Osisko Mining, following which the Corporation will be renamed "O3 Mining Inc." (the "Resulting Issuer") and reorganized as part of the Arrangement. The Arrangement was approved by Chantrell shareholders on June 28, 2019. Completion of the Arrangement is a condition precedent to completion of the SPA with Chalice.
Under the SPA, Chalice will sell all outstanding shares in its wholly owned subsidiary CGMQ, to the Resulting Issuer. Chalice will receive 3,092,784 common shares of the Resulting Issuer, at a deemed value of C$3.88 per common share, for a total of C$12 million in consideration.
In accordance with the restrictions under Canadian securities laws and subject to certain exceptions, Chalice will be restricted from trading these shares for a period of four months from the date of issuance.
Following closing of the transaction, Chalice will retain a 1.0% NSR royalty on all 100% owned claims on both projects that are not subject to a pre-existing royalty. CGMQ currently has approximately C$1.3 million in tax credits and, under the SPA, the Resulting Issuer will reimburse Chalice any amounts received, provided that such amounts are received from Canadian tax authorities during an agreed post-closing period.
Closing is subject to a number of conditions, and approvals, including, among other things, any required approval of Chalice shareholders, and completion of the Arrangement. Closing is anticipated to occur in early Q3 2019.
About Chantrell Ventures Corp.
Chantrell's mission is to enhance shareholder value through the acquisition and development of mining properties, with a bias towards gold projects in Ontario and Québec.
For further information on Chantrell Ventures Corp., please contact: Paul Parisotto President, CEO and Director (416) 874-1702
About Osisko Mining Inc.
Osisko is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Osisko holds a 100% interest in the high-grade Windfall Lake gold deposit located between Val-d'Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding Urban Barry area and nearby Quévillon area (over 3,500 square kilometres).
For further information on Osisko Mining Inc., please contact: John Burzynski, President, CEO and Director (416) 363-8653.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of Arrangement and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of Chantrell and Osisko Mining and other information that is not historical facts.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of Chantrell and Osisko Mining, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Chantrell and Osisko Mining to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the transactions described herein. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Chantrell and Osisko Mining cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Chantrell or Osisko Mining nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Chantell and Osisko Mining do not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.