November 12, 2012
MONTREAL, QC and TORONTO, ON – November 12, 2012. Osisko Mining Corporation (“Osisko”) (TSX:OSK) (FRANKFURT:EWX) and Queenston Mining Inc. (“Queenston”) (TSX:QMI) (OTCQX:QNMNF) are pleased to announce that they have entered into a definitive agreement (the “Agreement”) pursuant to which Osisko will acquire, by way of a court-approved plan of arrangement, all of the issued and outstanding common shares of Queenston. Queenston is a Canadian mineral exploration and development company with a primary focus on its holdings in the historic Kirkland Lake gold camp comprising 230km2 of prime exploration lands on trend with Osisko’s flagship Canadian Malartic mine.
Pursuant to the terms of the Agreement, Queenston shareholders will receive 0.611 of an Osisko share for each common share of Queenston held, implying an offer of C$6.00 per share based on Osisko’s closing price on the Toronto Stock Exchange (“TSX”) on November 9, 2012. The offer represents a 45% premium to Queenston’s 30-day volume-weighted average price (“VWAP”) for the period ending November 9, 2012.
The transaction values Queenston’s equity at approximately C$550 million on a fully diluted in-the-money basis and implies an enterprise value of approximately C$400 million. Pro forma the transaction, Queenston shareholders will own approximately 12% of Osisko (based on fully diluted in-the-money shares outstanding).