On November 25, 2020, Barolo Ventures Corp. (“Barolo”) completed a spin-out transaction with Osisko Gold Royalties Ltd. (“Osisko Royalties”) that resulted in the successful launch of Osisko Development Corp. (“Osisko Development”) – a newly-formed premier gold development company in North America trading on the TSX Venture Exchange. The transaction proceeded by way of a three-cornered amalgamation, and assets valued at $750 million were transferred to a subsidiary of Osisko Royalties, which then amalgamated with a subsidiary of Barolo under the Business Corporations Act (British Columbia). The amalgamated company was then merged into Barolo (by way of a voluntary dissolution) to form Osisko Development.
Concurrent to the amalgamation, Osisko Royalties and Barolo completed a bought deal private placement of 13,350,000 subscription receipts at a price of $7.50 per subscription receipt for aggregate gross proceeds of approximately $100 million. From announcement to completion, the spin-out, financing and listing of Osisko Development on the TSX Venture Exchange took 51 days.
Cassels acted for Barolo Ventures with a deal team that included Jeff Durno, David Hansford and Miriam El Ofir (Securities, M&A and Mining).