In conjunction with the Transaction, the Company has entered into an agreement with Canaccord Genuity Corp. as sole bookrunner and co-lead underwriter together with BMO Capital Markets and National Bank Financial for a syndicate of underwriters (collectively, the " Underwriters "), pursuant to which the Underwriters have agreed to purchase, subject to certain conditions, 288,465,000 units of the Company (the " HD Units ") at a price of C$0.26 per HD Unit for gross proceeds of C$75 million and 50,000,000 flow-through units of the Company (the " FT Units ") at a price of C$0.50 per FT Unit for gross proceeds of C$25 million . The aggregate gross proceeds from issuance of HD Units and FT Units will be C$100 million .
Each HD Unit consists of one common share of the Company (each, a " Common Share ") and one-half of one transferrable common share purchase warrant of the Company (each, a Warrant "). Each FT Unit consists of one Common Share and one-half of one Warrant, each of which will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act ( Canada ) and section 359.1 of the Taxation Act (Québec). Each Warrant will entitle the holder to purchase one Common Share of the Company at a price of 0.35 per Common Share for a period of two years following the closing of the Transaction.
The Company has also granted the Underwriters an option (the " Underwriters' Option "), exercisable in whole or in part, at any time up to the closing date of the Transaction, to acquire up to an additional C$15 million in any combination of HD Units and FT Units. In consideration for the Underwriters' services, the Company will pay the Underwriters a cash commission equal to 5.0% of the gross proceeds of the Transaction (including the additional proceeds realized upon the exercise of the Underwriters' Option, if applicable).
The Company intends to use the proceeds of the Transaction towards the advancement of its Gaspé Copper project to a construction decision, and for general corporate purposes. The gross proceeds from the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act ( Canada )) (the " Qualifying Expenditures ") related to the Company's projects in Québec. The Qualifying Expenditures will be renounced in favour of the subscribers with an effective date no later than December 31, 2024 . In addition, with respect to subscribers who are eligible individuals under the Taxation Act (Québec), the Qualifying Expenditures will also qualify for inclusion in the "exploration base relating to certain Québec exploration expenses" within the meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the "exploration base relating to certain Québec surface mining exploration expenses" within the meaning of section 726.4.17.2 of the Taxation Act (Québec).
Closing of the Transaction is expected to take place on or about December 10, 2024 (the " Closing Date "), and is subject to certain conditions including, but not limited to, the conditional and final approval of the TSX Venture Exchange. All securities issued under the Transaction will be subject to a hold period expiring four months and one day from the Closing Date.
The HD Units and FT Units are to be offered for sale by way of private placement in all the provinces of Canada , pursuant to applicable prospectus exemptions under National Instrument 45-106 – Prospectus Exemptions . The Underwriters will also be entitled to offer the HD Units for sale to eligible purchasers resident in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 , as amended (the " U.S. Securities Act "), and in those other jurisdictions outside of Canada and the United States provided that no prospectus filing or comparable obligation arises in such other jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States . The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Robert Wares , Chief Executive Officer, commented: "  We are thrilled to welcome the new members of the Osisko Metals team whose extensive industry expertise and proven track record of creating shareholder value will be invaluable as we drive forward with our strategic goals. The Transaction will provide the capital needed to advance the  Gaspé Copper project to a construction decision in a safe, inclusive and socially responsible manner. With a stronger balance sheet and an expanded team, we are well-positioned to unlock the full potential of our assets and achieve success in the coming years. The Board would like to thank Anthony Glavac and Luc Lessard for their dedication and contributions to the Company and wish them well with their future endeavors."
John Burzynski , incoming Executive Chairman, commented: "The Gaspé Copper project is one of the most promising and largest untapped copper projects in North America . Our team has an unparalleled track record of value creation in  Québec  – first with Canadian Malartic and most recently with Windfall – and we look forward to recreating that success at Gaspé. Shareholders of Osisko Metals stand to benefit from the growing demand for copper, and will have considerable exposure to a quickly growing deposit through the Gaspé Copper project. I am excited to collaborate with the management team and Board as we join forces to create a leading critical metals company in North America . Lastly, we are also pleased to welcome Franco Nevada Corp as a strategic investor in Osisko Metals."
Osisko Metals Investment Highlights
- Experienced leadership team: Executive team and Board led by John Burzynski and Robert Wares – a proven team with a strong track record of exploration, project development and value creation.
- Substantial Critical Metals Exposure in Mining Friendly Jurisdictions: The Company is focused on copper as it advances one of Canada's premier past-producing mines – the Gaspé Copper Mine in Murdochville , Québec. Shareholders also retain exposure to zinc through the Pine Point Mining Limited joint venture and the Pine Point Mining Camp, located in the Northwest Territories .
- Strong Balance Sheet: The Transaction is expected to fund the Gaspé Copper project to a construction decision, increase the Company's trading liquidity and enhance its capital markets presence.
- Aligned with shareholders: Following the Transaction, management and directors of Osisko Metals will be significant shareholders of the Company.
Key Management Additions
Concurrent with the closing of the Transaction, key management additions will be as follows:
John Burzynski | Executive Chairman – Mr. Burzynski most recently served as the Chairman, Chief Executive Officer and a director of Osisko Mining Inc., where he led his team in the discovery, development and sale of the Windfall Gold project to Gold Fields Ltd. for C$2.2 billion . Mr. Burzynski has over 35 years' experience as a professional geologist on international mining and development projects. Mr. Burzynski was one of the three original founders of Osisko Mining Corp., which developed and sold the Canadian Malartic mine in 2014 to an Agnico Eagle Mines Limited and Yamana Gold Inc. partnership for C$3.9 billion , and created Osisko Gold Royalties (today a C$5 billion company). Mr. Burzynski was a co-winner together with Sean Roosen and Robert Wares of the Prospectors and Developers Association of Canada ("PDAC")'s "Prospector of the Year Award" for 2007 and the Northern Miner's "Mining Man of the Year" for 2009; and the "Prospector of the Year Award" for 2024, among numerous other awards. Mr. Burzynski holds a Bachelor of Science (Honours) degree in geology from Mount Allison University , and a Master of Science in exploration and mineral economics (MINEX) degree from Queen's University. He is a registered P.Geo. in the province of Québec, is a Fellow of the Royal Canadian Geographical Society and is an Honorary Colonel with the Royal Canadian Air Force. He currently serves as Chairman and a director of O3 Mining Inc.
Don Njegovan | President – Mr. Njegovan most recently served as Chief Operating Officer at Osisko Mining Inc. prior to its sale to Gold Fields Ltd. He was previously a director of St. Andrew Goldfields until it was acquired by Kirkland Lake Gold in 2016 and is currently on the board of directors of Cornish Metals Inc. He was formerly Managing Director of Global Mining at Scotiabank from August 2010 to June 2014 . Prior to that, he was an investment banker at Toll Cross Securities Inc. from June 2005 to July 2010 . Mr. Njegovan has over 30 years of experience in the mining industry, starting in 1989 for Hudson Bay Mining & Smelting Co., Ltd. Mr. Njegovan holds a Bachelor of Science in mining engineering from Michigan Technological University and a Bachelor of Arts from the University of Manitoba .
Blair Zaritsky | Chief Financial Officer – Mr. Zaritsky most recently served as the Chief Financial Officer of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. He is a chartered professional accountant and has over 20 years of Canadian public practice experience, with exposure to various types of engagements and clients, gained through managing audit engagements of publicly listed companies traded on the Toronto Stock Exchange, TSX Venture Exchange, and Canadian Securities Exchange. Mr. Zaritsky obtained his Chartered Professional Accountant designation in 2003 and holds dual Bachelor of Arts degrees in accounting and economics from Brock University and Western University , respectively. Mr. Zaritsky currently serves as a director of STLLR Gold Inc.
Amanda Johnston | Vice President Finance – Ms. Johnston most recently served as the Vice President Finance of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. She is a chartered professional accountant and has over 20 years of experience in both the mining industry and audit and assurance groups. Ms. Johnston obtained her Chartered Professional Accountant designation in 2013 and holds a Bachelor of Accounting (Honours) Co-Op degree from Brock University . Ms. Johnston currently serves as a director of Metalla Royalty & Streaming Ltd.
Alexandria Marcotte | Vice President Exploration – Ms. Marcotte most recently served as Vice President Project Coordination of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. She is a professional geologist registered in Ontario with over 15 years of progressive senior level experience working internationally for senior and junior companies. Ms. Marcotte holds an Honours Bachelor of Science degree from the University of Toronto and an MBA from the Schulich School of Business. Ms. Marcotte currently serves as a director of Angel Wing Metals.
Lili Mance | Vice President, Corporate Secretary – Ms. Mance has served as the corporate secretary of Osisko Metals since 2018. She also served as Vice President, Corporate Secretary of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. She has 30 years experience in the financial, wealth management and resource industries serving in a legal, compliance and corporate secretarial capacity. Ms. Mance spent 18 years with the Dundee group of companies in various increasingly senior level legal and compliance roles and its various public and private subsidiaries. Ms. Mance is a member of the Institute of Corporate Directors and has been a member of the Governance Professionals of Canada since 2004.
Qualified Person
The scientific and technical information included in this news release has been reviewed and approved by Mr. Jeff Hussey , a director of the Company, and a "qualified person" within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").
Osisko Metals Incorporated is a Canadian exploration and development company creating value in the critical metals sector, with a focus on copper and zinc. The Company acquired a 100% interest in the past-producing Gaspé Copper mine from Glencore Canada Corporation in July 2023 . The Gaspé Copper mine is located near Murdochville in Québec ' s Gaspé Peninsula . The Company is currently focused on resource expansion of the Gaspé Copper system, with current Indicated Mineral Resources of  824 Mt grading 0.34% CuEq and Inferred Mineral Resources of 670 Mt grading 0.38% CuEq (in compliance with NI 43-101). For more information, see Osisko Metals' November 14, 2024 news release entitled " Osisko Metals Announces Significant Increase in Mineral Resource at Gaspé Copper ". Gaspé Copper hosts the largest undeveloped copper resource in eastern North America , strategically located near existing infrastructure in the mining-friendly province of Québec.
In addition to the Gaspé Copper project, the Company is working with Appian Capital Advisory LLP through the Pine Point Mining Limited joint venture to advance one of Canada ' s largest past-producing zinc mining camps, the Pine Point project, located in the Northwest Territories . The current mineral resource estimate for the Pine Point project consists of Indicated Mineral Resources of 49.5 Mt at 5.52% ZnEq and Inferred Mineral Resources of 8.3 Mt at 5.64% ZnEq (in compliance with NI 43-101). For more information, see Osisko Metals ' June 25, 2024 news release entitled "Osisko Metals releases Pine Point mineral resource estimate: 49.5 million tonnes of indicated resources at 5.52% ZnEq" . The Pine Point project is located on the south shore of Great Slave Lake, Northwest Territories , close to infrastructure, with paved road access, an electrical substation and 100 kilometers of viable haul roads.
Cautionary Statement on Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Any statement that involves predictions, expectations, interpretations, beliefs, plans projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as "expects", or "does not expect", "is expected", "interpreted", management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "potential", "feasibility", "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, 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 news release contains forward-looking information pertaining to, among other things: the anticipated changes to the management and Board of the Company; the ability for the Company to complete the Transaction on the terms contemplated (if at all); the size of the Transaction; the Closing Date of the Transaction; the ability for the Company to obtain the conditional and final approval of the TSX Venture Exchange; the anticipated use of proceeds of the Transaction; the tax treatment of the FT Units; the timing of incurring the Qualifying Expenditures and the renunciation of the Qualifying Expenditures; the ability to advance Gaspé Copper to a construction decision (if at all); the ability to increase the Company's trading liquidity and enhance its capital markets presence; the potential re-rating of the Company; the expectation that management and directors of the Company will be significant shareholders of the Company following the Transaction; the ability for the Company to unlock the full potential of its assets and achieve success; the ability for the Company to create value for its shareholders; the advancement of the Pine Point project; the anticipated resource expansion of the Gaspé Copper system; and Gaspé Copper hosting the largest undeveloped copper resource in eastern North America .
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including, without limitation, assumptions about: the ability of exploration results, including drilling, to accurately predict mineralization; errors in geological modelling; insufficient data; equity and debt capital markets; future spot prices of copper and zinc; the timing and results of exploration and drilling programs; the accuracy of mineral resource estimates; production costs; political and regulatory stability; the receipt of governmental and third party approvals; licenses and permits being received on favourable terms; sustained labour stability; stability in financial and capital markets; availability of mining equipment and positive relations with local communities and groups. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information are set out in the Company's public disclosure record on SEDAR+ ( www.sedarplus.ca ) under Osisko Metals' issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward- looking information, whether as a result of new information, future events or otherwise, other than as 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) accept responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
SOURCE Osisko Metals Inc.
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