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Friendly deal between Osisko, Virginia Mines will combine two Quebec gold miners

MONTREAL – Osisko Gold Royalties Ltd. (TSX:OR) and Virginia Mines Inc. (TSX:VGQ) plan to combine their businesses to create a royalty company with revenue from two Quebec operating gold mines, as well as high-potential land holdings.

Virginia Mines shareholders would receive about $14.19 per share of Osisko, a Montreal-based royalty company formed after Agnico Eagle Mines (TSX:AEM) and Yamana Gold (TSX:YRI) completed the purchase of Osisko Mining Corp. in June.

The friendly deal values Virginia Mines of Quebec City at about $479 million, about 41 per cent above the Friday closing stock price, and has the support of two of the province’s leading institutional investors — the Caisse and the Solidarity Fund.

The combined company, to be named Osisko Gold Royalties and based in Montreal, would receive a stream of royalties from the Canadian Malarctic mine — previously owned by Osisko’s predecessor — and the Eleonore mine, which is the main holding of Virginia Mines.

The boards of Osisko and Virginia Mines are unanimously recommending the deal. Shareholders representing 25 per cent of Osisko’s equity and 30 per cent of Virginia Mines equity are also supporting the transaction.

Each company has agreed to pay a $26 million break fee under certain circumstances if the deal isn’t completed and each company will have rights to match a competing offer.

The Caisse de depot and the Fonds de solidarite FTQ, already shareholders in the two companies, will invest in each of them — a total of $42 million in Osisko and $28 million in Virginia Mines — through the purchase of additional equity.

In separate announcements, Osisko said it would buy back up to 10 per cent of the public float of its equity — or five per cent of outstanding common shares, whichever is greater — over the next year. It will also initiate a quarterly dividend, with the first payout of three cents per share to be made Jan. 15 to shareholders of record as of Dec. 31.