Boughton Law is pleased to have acted as counsel to Osino Resources Corp. (TSXV: OSI) in its oversubscribed overnight marketed short form prospectus offering raising gross proceeds of over $14 million. Osino is a Canadian gold exploration company focused on the acquisition and development of gold projects in Namibia. Pursuant to the offering, Osino sold 17,949,150 units, including the fully exercised over-allotment option of 1,923,150 units, at a price of $0.78 per unit for aggregate gross proceeds of $14,000,337.
Each unit issued pursuant to the offering consists of one common share in the capital of the company and one-half of a common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of $1.05 for a period of 24 months following the closing of the offering. In the event that following 9 months from the closing date of the offering, the company’s common share price closes at $1.09 for 5 consecutive trading days, the company may, within 15 days of the occurrence of such event, deliver a notice to the holders of warrants accelerating the expiry date of the warrants to the date that is 30 days following such notice, and any unexercised warrants after such period shall automatically expire.
The offering was conducted through a syndicate of underwriters led by Cormark Securities Inc., including M Partners Inc., Canaccord Genuity Corp., Beacon Securities Limited, and Haywood Securities Inc. According to the underwriting agreement, the underwriters received a cash commission of $815,739.60 which represents 6% of the aggregate gross proceeds of the sale of the units, other than proceeds received from subscribers on a president’s list comprised of investors introduced by the company to the underwriters for which a reduced commission was applied. The Company also issued to the Underwriters non-transferable common share purchase warrants entitling the underwriters to acquire 1,045,820 common shares at an exercise price of $0.78 per common share for a period of 24 months from the closing of the offering.
The structure of the overnight marketed deals is a variant of the traditional bought deal structure, which provides the advantage of price certainty for the issuer and the ability to market the deal before agreeing on the price size for the underwriters. Overnight marketed offerings are complicated in nature as they are high-stress and time-intensive. Such quick turnaround deals require a high volume of work to be done within a tight timeframe from the legal counsel. Boughton’s Securities team was pleased to assist in this overnight marketed deals, helping achieve significant results for a junior mining issuer such as Osino. Sean O’Neill was lead counsel for Boughton Law, assisted by Angela Yousofi, Conrad Nest, and Larry Yen.