South Africa-headquartered Gold Fields has announced that it will buy Canadian firm Osisko Mining for C$2.16-billion in an all-cash deal that will give it full control of the Windfall project, in Quebec.

Gold Fields will acquire Osisko at a premium of C$4.90 a share in cash.

Once completed, the transaction will consolidate Gold Fields’ 50% partnership stake in the Windfall project into full ownership and control.

“Deposits with the scale and quality of Windfall, with a highly prospective exploration camp on top of that, are extremely rare, let alone in a world-class jurisdiction like Québec, Canada,” said Gold Fields CEO Mike Fraser.

The acquisition was consistent with Gold Fields’ strategy to improve the quality of its portfolio through investment in high- quality, long-life assets with a low carbon footprint.

“Windfall ticks a number of boxes for us,” he said on a conference call. “The fact that it is in a tier-one jurisdiction is an absolute added bonus,” said Fraser.

Full ownership of Windfall enables Gold Fields to streamline decision-making and increase flexibility with respect to the development and subsequent operation of Windfall.

Based on Osisko’s December 2022 feasibility study, Windfall is expected to produce about 300 000 oz/y of gold at an all-in sustaining cost of $758/oz. This positions Windfall to become one of the lowest-cost mines in Gold Fields’ portfolio, with a current projected mine life of ten years.

Development of Windfall is well advanced. Before the May 2023 Windfall joint venture (JV) transaction, Osisko had invested more than C$800-million on the project. Since then, Gold Fields and Osisko have each spent a further C$158-million, bringing total investment to date to more than C$1-billion.

Fraser said Gold Fields expected to have the environmental impact assessment approved in the first quarter of 2025, with a final investment decision in the middle of the year. With an 18-month build programme, first gold could be delivered by the end of the fourth quarter of 2026 or early 2027.

Gold Fields also pointed out that the life extension upside through expected resource conversion and on-site exploration, together with significant regional exploration potential in the highly prospective Urban Barry and Quévillon district exploration camps, would provide a range of additional opportunities to the group’s pipeline. The near-mine exploration upside is further enhanced by Osisko’s JV with Bonterra Resources, which secures a 70% interest over an additional 225 km2 of prospective exploration ground adjacent to the Windfall deposit.

Commenting on Gold Fields’ decision to offer cash, Fraser emphasised that the group saw intrinsic value in its share price compared with its peers and determined that a dilutionary share offer was not the optimal strategy. Further, by offering cash, the company could expedite the transaction, thereby securing a more competitive position among other contenders in the process.

The transaction could be “rapidly implemented” and was expected to close in the fourth quarter. The deal is subject to the approval of at least two-thirds of the votes cast by Osisko shareholders, as well as a simple majority of the votes cast by Osisko shareholders, excluding certain related parties, at a shareholder meeting that will be held in October.

Both companies’ boards of directors have approved and are supportive of the transaction, with Osisko directors recommending that shareholders vote in favour of the transaction.

Osisko CEO John Burzynski said the company was pleased to be handing over the reins to Gold Fields.

“Throughout our collaboration, Gold Fields has demonstrated a commitment not only to advancing a promising project in a key sector of Québec’s economy, but also to establishing strong and enduring relationships within the local community.

“As they assume leadership, we are confident that Gold Fields will continue to build upon this momentum, furthering both the project and the socioeconomic development of the region. “Their understanding of the industry, coupled with their dedication to sustainable growth, positions them to create lasting value that will benefit all stakeholders and Québec’s economy for years to come.”