O3 Mining announces has entered into a definitive property transfer agreement dated December 15, 2020 with Osisko Mining pursuant to which the O3 Mining, through its wholly-owned subsidiary, NioGold Mining Corporation, will transfer all of its rights, titles and interests in its Blondeau Guillet Property located in Belleterre, Québec to Osisko Mining.
The Transaction is considered to be a “related party transaction” of the Corporation for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) since Osisko Mining holds 10% of the issued and outstanding common shares of the Corporation.
The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, is not more than the 25% of the Corporation’s market capitalization, as well as the securities of the Corporation not trading on any “specified markets” set forth in MI 61-101. Additionally, the Corporation is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on section 5.7(b) of MI 61-101 as the fair market value of the transaction is not more than the 25% of the Corporation’s market capitalization.
