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     155  0 Kommentare 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, Nov. 23, 2020 (GLOBE NEWSWIRE) -- 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 conditional 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.

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    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 Barolo Shares), entered into voting support agreements 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;
    • 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 PricewaterhouseCoopers 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.

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    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, Nov. 23, 2020 (GLOBE NEWSWIRE) - Osisko Gold Royalties Ltd ("Osisko Royalties") (OR: TSX & NYSE) and Barolo Ventures Corp. ("Barolo") (BVC.H: TSX-V) …

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