OSISKO GOLD ROYALTIES LTD AND BAROLO VENTURES CORP. PROVIDE TRANSACTION UPDATES ON PREVIOUSLY-ANNOUNCED SPIN-OUT TRANSACTION Filing of Filing Statement – TSX-V Conditional Approval – Barolo Shareholder Approval
OSISKO GOLD ROYALTIES LTD AND BAROLO VENTURES CORP.
PROVIDE TRANSACTION UPDATES ON
PREVIOUSLY-ANNOUNCED SPIN-OUT TRANSACTION
Filing of Filing Statement – TSX-V Conditional Approval – Barolo Shareholder Approval
Montréal, November 23, 2020 – Osisko Gold Royalties Ltd (" Osisko Royalties") (OR: TSX &
NYSE) and Barolo Ventures Corp. (" Barolo") (BVC.H: TSX-V) are pleased to provide certain
updates relating to their previously-announced spin-out transaction, further to their joint news
releases dated October 5, 2020, October 28, 2020 and October 29, 2020, which will result in a
"Reverse Take-Over" of Barolo (the "RTO") under the policies of the TSX Venture Exchange (the
"TSX-V"). In this news release, references to the "Resulting Issuer" or "Osisko Development"
are to Barolo after the closing of the RTO.
Conditional Approval of the Exchange
On November 12, 2020, Barolo received conditi onal approval of the TSX-V to (i) list additional
common shares of Barolo (the "Barolo Shares") pursuant to the RTO, (ii) consolidate the Barolo
Shares on the basis of one (1) post -consolidation Barolo Share for each sixty (60) pre -
consolidation Barolo Shares (the "Consolidation"), and (iii) change the name of the Resulting
Issuer to "Osisko Development Corp." (the "Name Change").
Final approval of the TSX-V is subject to Barolo (or the Resulting Issuer) meeting certain
conditions required by the TSX-V. Upon receipt of the final approval of the TSX-V, the Resulting
Issuer's shares will commence trading on the TSX-V under the symbol "ODV", which is expected
to occur on or about December 2, 2020.
Approval of Corporate Matters by Barolo Shareholders
On November 20, 2020, Barolo held its annual general and special meeting (the " Barolo
Meeting") of shareholders (the "Barolo Shareholders"). A total of 12,378,373 pre-Consolidation
Barolo Shares were present in person or represented by proxy at the Barolo Meeting,
representing approximately 88.4% of the issued and outstanding pre-Consolidation Barolo
Shares.
Prior to the Barolo Meeting, certain supporting Barolo Shareholders, representing an aggregate
of 12 million pre-Consolidation Barolo Shares (or approximately 86% of the outstanding Baro lo
Shares), entered into voting support agreement s with Osisko Royalties in support of the RTO,
and agreed to vote such Barolo Shares in favour of the matters considered at the Barolo Meeting.
The principal purpose of the Barolo Meeting was to authorize and approve various corporate
matters relevant to the Resulting Issuer, including:
the continuance of the Resulting Issuer from under the laws of Province of British
Columbia under the Business Corporations Act (British Columbia) to the laws of Canada
under the Canada Business Corporations Act (the " Continuance") and the Name
Change;
- 2 -
setting the number of directors at three (3) prior to the RTO and at seven (7) upon the
closing of the RTO;
the appointment of Scott Ackerman, Rick Cox and Brent Ackerman as directors of Barolo
to hold office until the closing of the RTO, and the appointment of Charles Page, Duncan
Middlemiss, Éric Tremblay , Joanne Ferstman, John Burzynski, Michèle McCarthy and
Sean Roosen as directors of the Resulting Issuer upon the closing of the RTO;
the adoption of the stock option plan, restricted share unit plan, deferred share unit plan
and employee share purchase plan of the Resulting Issuer ( collectively, the
"Compensation Plan Arrangements") upon the closing of the RTO; and
the appointment of Davidson & Company LLP as auditors of Barolo and following the
closing of the RTO, the appointment of PricewaterhouseCooper s LLP as auditors of the
Resulting Issuer.
Each of the above matters was approved by 100% of the Barolo Shareholders who voted
at the Barolo Meeting.
In addition, the requisite number of Barolo Shareholders approved the Consolidation by way of a
written resolution on October 27, 2020.
Other Transaction Updates
Earlier today, the Name Change and Consolidation were compl eted, and the Form 3D2
(Information Required in a Filing Statement for a Reverse Takeover or Change of Business) of
Barolo dated November 20, 2020 (the " Filing Statement ") was filed on SEDAR
(www.sedar.com). Please refer to the Filing Statement for full particulars of the R TO, which is
available on SEDAR (www.sedar.com) under the i ssuer profile of Osisko Development Corp.
(formerly Barolo Ventures Corp.).
Having received conditional approval of the TSX -V of the RTO, approval of the Barolo
Shareholders of the matters described above, and with the implementation of the Name Change
and Consolidation now complete, the RTO is expected to close on or about November 25, 2020,
and the Resulting Issuer's shares are expected to commence trading on the TSX -V under the
symbol "ODV" on or about December 2, 2020.
About Osisko Gold Royalties Ltd
Osisko Royalties is an intermediate precious metal royalty company focused on the Americas that
commenced activities in June 2014. Osisko Royalties holds a North American focused portfolio
of over 135 royalties, streams and precious metal offtakes. Osisko Royalties' portfolio is anchored
by its cornerstone asset, a 5% net smelter return royalty on the Canadian Malartic mine, which is
the largest gold mine in Canada.
Osisko Royalties' head office is located at 1100 Avenue des Canadiens-de Montréal, Suite 300,
Montréal, Québec, Canada, H3B 2S2.
- 3 -
For further information, please contact Osisko Gold Royalties Ltd:
Sandeep Singh, President
Telephone: (514) 940-0670
Email: [email protected]
About Barolo Ventures Corp.
Barolo is a public company organized under the laws of the Province of British Columbia, whose
shares are listed for trading on the NEX. Barolo was previously engaged in the acquisition,
exploration and development of mineral properties in Canada and the United States, but currently
does not have an active business, and is investigating new business opportunities.
Barolo's head office is located at 609 Granville Street, Suite 1600, Vancouver, British Columbia,
Canada, V7Y 1C3.
For further information, please contact Barolo Ventures Corp.:
Scott Ackerman
Director, President, CEO, CFO and Secretary
Telephone: (778) 331-8508
Email: [email protected]
Forward-looking Statements
Certain statements contained in this news release may be deemed "forward‐looking statements" within the meaning of
applicable Canadian and U.S. securities laws. These forward ‐looking statements, by their nature, require Osisko
Royalties and Barolo to make certain assumptions and necessarily involve known and unknown risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements.
Forward‐looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect",
"believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as
terms usually used in the future and the conditional, are intended to identify forward ‐looking statements. Information
contained in forward ‐looking statements, including with respect to future production of mines, is based upon certain
material assumptions th at were applied in drawing a conclusion or making a forecast or projection, including
management's perceptions of historical trends, current conditions and expected future developments, public disclosure
from operators of the relevant mines, as well as oth er considerations that are believed to be appropriate in the
circumstances. Osisko Royalties and Barolo consider their respective assumptions to be reasonable based on
information currently available, but cautions the reader that their assumptions regardin g future events, many of which
are beyond the control of Osisko Royalties and Barolo, may ultimately prove to be incorrect since they are subject to
risks and uncertainties that affect Osisko Royalties and Barolo, and their respective businesses.
For addi tional information with respect to these and other factors and assumptions underlying the forward ‐looking
statements made in this news release concerning Osisko Royalties, see the section entitled "Risk Factors" in the most
recent Annual Information Form o f Osisko Royalties which is filed with the Canadian securities commissions and
available electronically under Osisko Royalties' issuer profile on SEDAR (www.sedar.com) and with the U.S. Securities
and Exchange Commission and available electronically under Osisko Royalties' issuer profile on EDGAR
(www.sec.gov). The forward ‐ looking statements set for th herein concerning Osisko Royalties reflect management's
expectations as at the date of this news release and are subject to change after such date. Osisko Royalties and Barolo
disclaim any intention or obligation to update or revise any forward -looking statements, whether as a result of new
information, future events or otherwise, other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequ acy or accuracy of this news release. No stock exchange, securities
commission or other regulatory authority has approved or disapproved the information contained herein.