OSIIF - Osino Files Management Information Circular for Special Meeting of Securityholders | Benzinga
VANCOUVER, British Columbia, Feb. 05, 2024 (GLOBE NEWSWIRE) -- Osino Resources Corp. (TSXV:OSI) (NSX:OSN) (FSE:RSR1) (OTCQX:OSIIF) ("Osino" or the "Company") announced today that it has filed and mailed the management information circular (the "Circular") and related materials for the special meeting (the "Special Meeting") of securityholders of the Company (the "Securityholders") to be held virtually on March 1, 2024 at 8:30 a.m. (Vancouver time). At the Special Meeting, Securityholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), pursuant to which Dundee Precious Metals Inc. ("DPM"), will acquire all of the issued and outstanding common shares of Osino (the "Osino Shares") for consideration consisting of C$0.775 in cash per Osino Share and 0.0801 of a DPM common share per Osino Share, all as more particularly described in the Circular.
Meeting and Circular
The Special Meeting is scheduled to be held at 8:30 a.m. (Vancouver time) on March 1, 2024 as a virtual-only meeting conducted via live webcast at meetnow.global/MZN6X7N. Securityholders will be able to attend the Special Meeting online regardless of their geographic location. Securityholders of record as of close of business on January 10, 2024 are entitled to receive notice of, and to vote at the Special Meeting. Securityholders are encouraged to vote well before the proxy deadline of 8:30 a.m. (Vancouver time) on February 28, 2024 (or no later than two business days prior to any adjournment or postponement of the Special Meeting).
The Circular provides important information on the Arrangement and related matters, including the background of the Arrangement, the rationale for the recommendations made by the board of directors of the Company (the "Board") and the special committee of the Board (the "Special Committee"), voting requirements, and how to virtually attend the Special Meeting. Securityholders are urged to read the Circular carefully and in its entirety. The Circular is being mailed to Securityholders in accordance with applicable Canadian securities laws and the interim order issued by the Supreme Court of British Columbia (the "Court") in connection with the Arrangement. Copies of the Circular and the related Special Meeting materials are also available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://osinoresources.com.
Board Recommendation
The Board, after, among other things, receiving legal and financial advice in evaluating the Arrangement, and with the advice and recommendation of the Special Committee has unanimously determined that the Arrangement is fair to Securityholders (other than DPM) and is in the best interests of Osino. The Board unanimously recommends that Securityholders vote FOR the Arrangement Resolution at the Special Meeting.
Completion of the Arrangement
In order for the Arrangement to become effective, the Arrangement Resolution must be approved by an affirmative vote of: (i) at least 66 ...