Chantrell Ventures Corp. Delivers New Superior Offer for Acquisition of Alexandria

27.06.2019  |  GlobeNewswire

Chantrell Ventures Corp. (NEX:CV.H) ("Chantrell") today announced that it has agreed with Alexandria Minerals Corp. ("Alexandria") to increase its offer for all outstanding shares of Alexandria, pursuant to their previously announced Plan of Arrangement. Chantrell and Alexandria have entered into an Amending Agreement which has, among other things, increased Chantrell's offer from $0.04 to $0.07 for each Alexandria Share. Under the revised terms, shareholders of Alexandria (other than Alexandria shareholders validly exercising their dissent rights, if any) will be entitled to receive 0.018041 common shares of "O3 Mining Inc." in exchange for each Alexandria share held immediately prior to the effective date of the Arrangement.

The amended offer price of $0.07 per common share of Alexandria represents a premium of approximately 100% to the unaffected Alexandria share price as of the close of trading on May 13, 2019 and approximately 114% to the 20-day volume weighted average price of the unaffected Alexandria share price, as of the close of trading on May 13, 2019.

Chantrell previously announced the entering into of an Arrangement Agreement with Osisko Mining Inc. ("Osisko") pursuant to which, among other things, certain non-core assets of Osisko will be transferred to Chantrell, resulting in the reverse takeover of Chantrell by Osisko. The new venture will be renamed "O3 Mining Inc.".

In addition to increasing its offer from $0.04 to $0.07 per Alexandria Share, Chantrell's enhanced acquisition proposal also:

• postpones the meeting of shareholders of Alexandria scheduled for June 28, 2019 until July 26, 2019, or such other date as may be ordered by the court, to ensure there is sufficient time to communicate the new transaction terms to Alexandria shareholders;
• requires Alexandria to issue a press release announcing the entering into of the Alexandria-Chantrell Agreement Amendment as well as the postponement of the meeting as described above;
• increases the break fee from $875,000 to $2,200,000;
• extends various outside dates;
• reduces the right to match period from ten business days to five business days;
• increases the dollar amount of the loan provided by Osisko to Alexandria against agreed upon budgets, and accelerates the repayment of the loan in the event of termination of Alexandria's agreement with Chantrell; and
• provides for the repayment of certain fees and expenses incurred by Alexandria but paid for by Chantrell in the event of termination of Alexandria's agreement with Chantrell.

Chantrell has also determined that it will extend the time for deposit of proxies for its own annual general and special meeting of shareholders, to be held at 8:30 am (Toronto time) on Friday, June 28, 2019, to the start of that meeting. Chantrell's shareholder meeting has been called, among other things, to approve the plan of arrangement with Osisko.

About Chantrell Ventures Corp.

Chantrell's mission is to enhance shareholder value through the acquisition and development of mining properties, with a bias towards gold projects in Ontario and Québec.

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For further information on Chantrell Ventures Corp., please contact: Paul Parisotto President, CEO and Director (416) 874-1702.