Osisko Mining Corporation (TSX:OSK) entered into a definitive agreement to acquire Queenston Mining Inc. (TSX:QMI) from Acuity Investment Management Inc., Agnico-Eagle Mines Ltd., GCIC Ltd, Northfield Capital Corp., Pinetree Capital Ltd., senior officers and members of the Board of Directors of Queenston Mining and other shareholders for approximately CAD 500 million on November 12, 2012. Pursuant to the terms of the agreement, the acquisition of Queenston will be completed by way of a court-approved plan of arrangement, whereby Osisko will acquire each issued and outstanding share of Queenston in exchange for 0.611 of a common share of Osisko. The number of Osisko shares to be issued will be approximately 51.7 million based on the currently issued and outstanding shares as of the date of this announcement, but will be subject to change depending on the number of Queenston options and warrants exercised while the offer is outstanding. Osisko will acquire Queenston options for CAD 8.8 million. Pro forma the transaction, Queenston shareholders will own approximately 12% of Osisko. The agreement provides for the payment of a CAD 22 million break fee to Osisko under certain circumstances. Queenston formed a special committee of its Board of Directors.

Osisko has received lock-up agreements representing approximately 30% of issued and outstanding common shares of Queenston including 3% of the shares outstanding held by senior officer and each member of the Board of Directors of Queenston. Completion of the transaction is subject to customary conditions, including court approvals, competition act approval, dissenters' rights limited, listing of the Osisko Shares, third party approval, a favorable vote of at least 66 2/3% of the holders of Queenston common shares voted at a special meeting of shareholders, Osisko and Queenston's Board approval, and the receipt of all necessary regulatory and stock exchange approvals. The Board of Directors of Queenston has unanimously approved the transaction and will recommend that shareholders vote in favor of the transaction. The transaction is expected to close on February 15, 2013. The transaction is accretive on all key metrics, including net asset value per share, resources per share, and longer-term production and cash flow per share.

As on November 20, 2012, shareholders of Queenston Mining Inc. approved the transaction.

As of November 23, 2012, Queenston Mining obtained an interim order of the Ontario Superior Court of Justice. The acquisition was funded using available cash. Osisko Mining has also received lock-up agreements representing over 37% of the issued and outstanding common shares of Queenston not including Agnico-Eagle's shares.

As on November 26, 2012, Osisko Mining agreed to acquire 9.2% stake in Queenston Mining from Agnico-Eagle Mines for CAD 5.43 in cash for each share.

As on November 29, 2012, Osisko Mining completed the acquisition of 9.2% stake in Queenston Mining from Agnico-Eagle Mines for CAD 5.43 in cash for each share.

As of December 13, 2012, Queenston Mining announced that proxy advisory firms Institutional Investor Services and Glass Lewis & Co. have recommended that shareholders of Queenston Mining vote in favour of the plan of arrangement. As on December 21, 2012, the transaction was approved by Ontario Superior Court of Justice.

Dundee Capital Markets and Primary Capital acted as financial advisors and Linda E. Misetich of Fraser Milner Casgrain LLP acted as legal advisor for Osisko and its Board of Directors. BMO Nesbitt Burns, Inc. acted as financial advisor for Queenston and its Board of Directors and Jeremy Ehrlich, J.R. Laffin, Warren Ng, Eric Lung, Adrian Myers, Dan Perlin, Dean Kraus, John O'Connor, Larry Cobb, Michael Kilby, Jay C. Kellerman and Ivan T. Grbešic of Stikeman Elliott LLP acted as legal advisor for Queenston and the special committee of its Board of Directors. PricewaterhouseCoopers LLP, Canada acted as accountant to Osisko Mining Corporation. Moore Stephens Cooper Molyneux LLP acted as accountant to Queenston. Kingsdale Shareholder Services Inc. acted as depositary for an advisory fee of CAD 0.15 million. John D. Hollinrake Jr. of Dorsey & Whitney LLP acted as the legal advisor to Queenston Mining Inc. CIBC Mellon Trust Company acted as transfer agent for Osisko Mining and Equity Financial Trust Company acted as transfer agent for Queenston Mining.