Chantrell Shareholders Overwhelmingly Approve Reverse Take-Over Transaction with Osisko Mining

TORONTO, June 28, 2019 (GLOBE NEWSWIRE) -- Chantrell Ventures Corp. ("Chantrell" or the "Corporation") (NEX:CV.H) is pleased to announce the results of its annual and special meeting (the "Meeting") of shareholders ("Shareholders") held earlier today.

The principal purpose of the Meeting was to consider and vote upon a special resolution of Shareholders  to authorize and approve the transactions contemplated in the arrangement agreement dated May 14, 2019 (the "Arrangement Resolution") between Chantrell and Osisko Mining Inc. ("Osisko Mining"), pursuant to which, among other things, Chantrell will acquire certain non-core assets of Osisko Mining in exchange for common shares of Chantrell ("Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"). The Arrangement will result in the reverse takeover of Chantrell by Osisko Mining, following which the Corporation will be renamed "O3 Mining Inc." (the "Resulting Issuer") and reorganized as part of the Arrangement.

A total of 16,494,807 Shares were present in person or represented by proxy at the Meeting, representing approximately 68.69% of the issued and outstanding Shares.

Approval of the Continuance

Prior to completing the Arrangement, Chantrell will continue out of the Province of British Columbia and into the Province of Ontario (the "Continuance"). For the Continuance to proceed, the special resolution approving the continuance of Chantrell out of British Columbia and into Ontario (the "Continuance Resolution") required the approval of a majority of at least two-thirds (66⅔%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy. The Continuance Resolution was overwhelmingly approved. See below for a summary of the voting on the Continuance Resolution.

Approval of the Arrangement

For the Arrangement to proceed, the Arrangement Resolution required the approval of a majority of at least two-thirds (66⅔%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy. The Arrangement Resolution was overwhelmingly approved. See below for a summary of the voting on the Arrangement Resolution.

Approval of Stock Option Plan of the Resulting Issuer

Shareholders were also asked to pass an ordinary resolution approving a stock option plan of the Resulting Issuer (the "Stock Option Plan Resolution"), to become effective following the completion of the Arrangement. The ordinary resolution required the approval of a simple majority (50%) of the votes cast at the Meeting by Shareholders, either attending in person or voting by proxy. See below for a summary of the voting on the Stock Option Plan Resolution.

Approval of RSU Plan of the Resulting Issuer

Shareholders were also asked to pass an ordinary resolution approving a restricted share unit plan of the Resulting Issuer (the "RSU Plan Resolution"), to become effective following the completion of the Arrangement. The ordinary resolution required the approval of a simple majority (50%) of the votes cast at the Meeting by disinterested Shareholders, either attending in person or voting by proxy. See below for a summary of the voting on the RSU Plan Resolution.

Approval of DSU Plan of the Resulting Issuer

Shareholders were also asked to pass an ordinary resolution approving a deferred share unit plan of the Resulting Issuer (the "DSU Plan Resolution"), to become effective following the completion of the Arrangement. The resolution required the approval of a simple majority (50%) of the votes cast at the Meeting by disinterested Shareholders, either attending in person or voting by proxy. See below for a summary of the voting on the DSU Plan Resolution.

Appointment of Auditor of the Resulting Issuer

Shareholders were also asked to pass an ordinary resolution approving PricewaterhouseCoopers LLP as the independent auditor of the Resulting Issuer for the ensuing year (the "Auditor Resolution"), to become effective following the completion of the Arrangement. The ordinary resolution required the approval of a simple majority (50%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy. See below for a summary of the voting on the Auditor Resolution.

Appointment of Directors

Shareholders were also asked to approve the election of the three nominates directors, to hold office for the ensuing year or until their successors are appointed. The ordinary resolution required the approval of a simple majority (50%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy. See below for a summary of the voting on the election of directors.

If the Arrangement is completed, the Resulting Issuer will cause a reconstitution of the board of directors of the Resulting Issuer, and the directors listed above will resign.

Transaction Update

Having obtained the requisite approval of the Arrangement Resolution at the Meeting, the hearing date for the application for the final order of the Ontario Superior Court of Justice (Commercial List) (the "Final Order") is scheduled for July 2, 2019. The Arrangement is anticipated to become effective on or about July 5, 2019, subject to the approval of the TSX Venture Exchange and the receipt of the Final Order, as well as the satisfaction or waiver of other customary closing conditions.

The common shares of O3 Mining are expected to be listed on the TSX Venture Exchange and begin trading under the symbol "OIII" on the second business day following the completion of the Arrangement (i.e., on or about July 9, 2019).

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.

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

About Osisko Mining Inc.

Osisko is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Osisko holds a 100% interest in the high-grade Windfall Lake gold deposit located between Val-d'Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding the Urban Barry area and nearby Quévillon area (over 2,700 square kilometres).

For further information on Osisko Mining Inc., please contact: John Burzynski, President, CEO and Director (416) 363-8653.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. The information in this news release about the completion of Arrangement and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of Chantrell and Osisko Mining and other information that is not historical facts.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

This forward-looking information is based on reasonable assumptions and estimates of management of Chantrell and Osisko Mining, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Chantrell and Osisko Mining to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the transactions described herein. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the Chantrell and Osisko Mining cannot assure shareholders and prospective purchasers that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither Chantrell or Osisko Mining nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Chantrell and Osisko Mining do not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.