Falco Resources (TSXV:FPC) is a Canadian company focused on developing gold and base metal projects in the Rouyn-Noranda region of Quebec. Rouyn-Noranda is an established mining camp with a long history of exploration and development. The Noranda mining camp has historically produced 19 million ounces (Moz) of gold and 2.9 billion pounds (Blbs) of copper, and yet it is still under-explored for gold.
Falcon’s principal property, Horne 5 project, holds 67,000 acres or nearly 67 percent of the total area of the entire mining camp and is located under the former Horne mine which produced 11.6 Moz of gold and 2.5 Blbs of copper. The 2021 feasibility study on the Horne 5 project suggests strong project economics with a total mine life of 15 years, after-tax NPV at 5 percent of US$761 million, and a payback period of 4.8 years, assuming gold prices at $1,600/oz. At the current gold prices of over $2,300/oz, the project economics will be even better.
Recent news flow including the operating lease and indemnity agreement (OLIA) with Glencore (LON:GLEN) and the Horne 5 project’s environmental impact assessment (EIA) admissibility are significant milestones in the advancement of the project towards construction. Falco is now aiming to proceed with the next steps related to obtaining government permits and financing for its Horne 5 project.
Falco Resources operating license and indemnity agreement (OLIA) with Glencore Canada will enable Falco to utilize a portion of Glencore's lands. The agreement entails establishing a technical committee comprising two representatives from Glencore and two from Falco, tasked with safeguarding the uninterrupted operations of Glencore’s Horne copper smelter. Additionally, a parallel strategic committee will be formed. Glencore will nominate one representative to join Falco's board of directors.
The successful completion of the OLIA, coupled with life-of-mine copper-zinc concentrate offtake agreements with Glencore, positions Falco to advance its Horne 5 project towards construction. The company is advancing with the permitting and financing processes for the project.
The Horne 5 project is a world-class deposit located beneath the former Horne mine in the Rouyn -Noranda mining camp. Horne mine was operated by Noranda from 1926 to 1976 and produced 11.6 Moz of gold and 2.5 Blbs of copper. The Rouyn-Noranda mining camp has a rich exploration history having produced 19 Moz of gold and 2.9 Blbs of copper. The camp has hosted 50 producers including 20 base metal mines and 30 gold mines.
The Horne 5 is a world-class deposit containing 6.1 Moz gold equivalent in proven and probable reserves, 7.6 Moz gold equivalent in measured and indicated resources, and 1.7 Moz gold equivalent in inferred resources. The project boasts strong partners including Osisko Development, Osisko Gold Royalties, Glencore, and the Quebec Government. Osisko Development is a major shareholder in Falco Resources with a 17.3 percent stake, and the Quebec Government holds close to 8 percent stake in Falco.
Aside from gold, Horne 5 has significant base metal by-products. As per the feasibility study, precious metals (gold + silver) account for 75.6 percent of the mining revenue, while base metals (copper and zinc), account for 24.3 percent of the total mine revenue.
The 2021 updated feasibility study on the Horne 5 project indicates robust project economics. The feasibility study shows the project would generate an after-tax NPV at 5 percent of US$761 million and an after-tax IRR of 18.9 percent over the 15-year mine life. The production profile would average annual production of 220,300 oz gold over the life of the mine. Further, the study suggests significant copper and zinc by-product credits from the copper and zinc production, as well as the highly automated modern operations resulting in a low projected all-in sustaining cost (AISC) of $587/oz. Horne 5’s AISC is among the first quartile of global low-cost operations.
Recent news flows including the OLIA with Glencore and the Horne 5 project’s EIA admissibility are significant milestones in the advancement of the project towards construction.
Falco Resources’ OLIA with Glencore Canada enables Falco to utilize a portion of Glencore's lands. The agreement entails establishing a technical committee comprising two representatives from Glencore and two from Falco, tasked with safeguarding the uninterrupted operations of Glencore’s Horne copper smelter. Additionally, a parallel strategic committee will be formed. Glencore will nominate one representative to join Falco's board of directors.
The successful completion of OLIA coupled with life-of-mine copper-zinc concentrate offtake agreements with Glencore positions Falco to advance its Horne 5 project towards construction. Further, the receipt of confirmation of the admissibility of its EIA for the Horne 5 project from the Ministry of the Environment, the Fight Against Climate Change, Wildlife and Parks is a significant milestone. It provides a path forward for the advancement of the project.
The company is now advancing with the permitting and financing processes for the project. The construction of the Horne 5 mine could begin by February 2025.
Luc Lessard brings over 30 years of experience in the design, construction, and operation of mines. Before joining Falco, he held senior executive positions at Osisko Gold Royalties, Canadian Malartic GP (a joint venture of Agnico Eagle Mines and Yamana Gold), and Osisko Mining Corporation. At Osisko Mining Corporation, he oversaw the design, construction, and commissioning of the Canadian Malartic gold mine. Lessard has been involved in numerous surface and underground mining projects throughout his career. Lessard holds a bachelor’s degree in mining engineering from Laval University.
Anthony Glavac has 20 years of experience in financial reporting, including over 14 years in the mining industry. Before joining Falco, he served as the director of financial reporting and internal controls at Dynacor Gold Mines and as the interim chief financial officer at Alderon Iron Ore. Glavac was previously the senior manager at KPMG, where he worked with a diverse portfolio of public and private companies, offering services such as audit, taxation, strategic advisory, and assistance with public offerings. Glavac is also engaged with other public companies within the mining sector.
Helene Cartier possesses over 20 years of expertise in the environmental field. She began her mining career as part of the Cambior team before transitioning to the role of vice-president of environmental services and sustainable development at Osisko Mining Corporation. There, she played a pivotal role in the development and commissioning phases of the Canadian Malartic gold mine. She has served on the board of directors of several public and private companies.
Mireille Tremblay possesses more than 25 years of experience in business law, primarily in securities, mergers and acquisitions, corporate finance, and governance. Before joining Falco in January 2021 as the director of legal affairs, Tremblay served as a legal advisor to clients across diverse industries, including the mining sector. She advocated for companies and investors involved in mining transactions in Africa, notably during the construction of a gold mine in Burkina Faso and in negotiations with the Ivorian government. Additionally, she has represented numerous companies, underwriters, and investors in various contexts, including public offerings and private placement financings, both domestically and internationally. Tremblay holds a law degree from the University of Montreal.
Mario Caron possesses extensive expertise in the mining sector, accumulating over four decades of experience in senior executive and board roles. He has garnered this wealth of knowledge through engagements in underground and open pit operations, both domestically and abroad. Caron has served as CEO of public companies and has experience securing mining licenses and various permits in numerous jurisdictions. Caron earned his Bachelor of Engineering in mining, at McGill University.
Alexander Dann, a chartered professional accountant, has served with multinational public enterprises on financial operations and strategic planning. He brings more than 25 years of experience within the mining and manufacturing domains. He was chief financial officer of The Flowr Corporation, where he led the company towards its public listing on the TSXV. He also served as the CFO of Avion Gold and Era Resources, contributing significantly until their acquisitions by Endeavour Mining and The Sentient Group, respectively. He holds a bachelor’s degree in business administration from L’Universite Laval in Quebec City.
Claude Dufresne has over three decades of experience in the mining industry. He has served in leadership roles at companies such as Niobay Metals and IAMGOLD. He was the founder of a metals company, Camet Metallurgy, which specialized in the sale and marketing of various metals. He obtained a diploma in mining engineering with a specialty in mineral processing from Universite Laval in 1991.
Paola Farnesi has over 30 years of experience in corporate finance, financial reporting, M&A, and risk management. She is currently vice-president and treasurer of Domtar Corporation. Before this, she held various senior executive positions at Domtar including vice-president, internal audit. Before joining Domtar, Farnesi worked at Ernst & Young. She holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University. She is a member of the Chartered Professional Accountants of Quebec and has earned the ICD.D designation from the Institute of Corporate Directors.
Chantal Sorel is a corporate director with over 30 years' experience in general management with full profit & loss responsibility, project financing, project management, operations, strategic development, business development, mergers and acquisitions. She was executive vice-president and managing director at Capital at SNC-Lavalin from 2014 to 2019, where she over saw multibillion dollar projects. Since April 2020, Sorel has served as an advisor to the Montréal Aeroport for the development and delivery of the city's projects’ portfolio valued at $2.5 billion. Sorel has a degree in architecture from Université de Montréal and a master's degree in project management from Université du Québec à Montréal.
This article was written in collaboration with Couloir Capital.
Falco Resources Ltd. (TSX.V: FPC) (" Falco " or the " Corporation ") announces that the five (5) nominees listed in the management information circular dated November 4, 2024, were elected as directors of Falco.
Detailed results of the vote for the election of directors held at the annual and special meeting of shareholders on December 10, 2024, are set out below:
| ITEM N o 1 Nominee | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Mario Caron | 117,113,938 | 99.637 | 426,433 | 0.363 |
| Alexander Dann | 109,446,599 | 93.114 | 8,093,772 | 6.886 |
| Paola Farnesi | 117,103,520 | 99.628 | 436,851 | 0.372 |
| Luc Lessard | 117,473,626 | 99.943 | 66,745 | 0.057 |
| Chantal Sorel | 113,119,685 | 96.239 | 4,420,686 | 3.761 |
Appointment and Remuneration of Auditor
PricewaterhouseCoopers, LLP, Chartered Professional Accountants, was appointed as independent auditor of the Corporation for the ensuing year, with the following results:
| ITEM N o 2 | Votes cast FOR | Percentage (%) of Votes Cast FOR | Votes WITHHELD | Percentage (%) of Votes WITHHELD |
| Appointment and Remuneration of Auditor | 122,925,232 | 99.311 | 852,564 | 0.689 |
Long-Term Incentive Plan Resolution
Shareholders approved the ordinary resolution with respect to the approval of the Corporation's existing rolling 10% long-term incentive plan (" LTIP "). The results are as follows:
| ITEM N o 3 | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution to approve the LTIP | 101,288,332 | 86.173 | 16,252,039 | 13.827 |
Osisko Amendments Resolution
The majority of the disinterested shareholders approved the ordinary resolution with respect to the amendment of the Corporation's existing convertible secured senior loan (the " Osisko Loan ") with Osisko Gold Royalties Ltd (" Osisko ") and the issuance of 17,690,237 warrants of the Corporation to Osisko, each exercisable at any time from and after January 1, 2025 for one common share of Falco (each a " Common Share ") at an exercise price of $0.58 per Common Share and expiring on December 31, 2025 (the " Osisko Warrants "). The results are as follows:
| ITEM N o 4 | Votes Cast FOR | Percentage (%) of Votes Cast FOR | Votes AGAINST | Percentage (%) of Votes AGAINST |
| Ordinary resolution of disinterested shareholders to approve the amendment of the Osisko Loan and the issuance of the Osisko Warrants | 70,256,713 | 99.844 | 109,858 | 0.156 |
Closing of Senior Debt Transactions
The Corporation also confirms that the transactions previously announced on October 7, 2024, with each of Osisko and Glencore Canada Corporation (" Glencore ") have successfully closed on the date hereof and will be effective as of December 31, 2024 (the " Effective Date ")
Extension of the Maturity Date of the Osisko Loan
In consideration for the extension of the maturity date of the Osisko Loan, the Osisko Loan was amended with effect as of the Effective Date in order for (i) the accrued interest on the existing Osisko Loan up to the Effective Date to be capitalized such that the principal amount of the amended Osisko Loan is $23,881,821, (ii) the conversion price to be lowered from $0.50 to $0.45 per Common Share, and (iii) the interest rate to be increased from 8% to 9%. The 10,664,324 common share purchase warrants of the Corporation currently held by Osisko, each exercisable for one Common Share at an exercise price of $0.65 per Common Share, will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Osisko Loan, the Corporation will issue to Osisko, on the Effective Date, 17,690,237 Osisko Warrants each exercisable at any time from and after January 1, 2025, for one Common Share at an exercise price of $0.58 per Common Share and expiring on December 31, 2025.
Extension of the Maturity Date of the Glencore Debenture
In consideration for the extension of the maturity date of the Corporation's existing senior secured convertible debenture entered into with Glencore (the " Glencore Debenture "), the Glencore Debenture was amended with effect as of the Effective Date (the " Amended Glencore Debenture ") in order for (i) the accrued interest on the existing Glencore Debenture up to the Effective Date to be capitalized such that the principal amount of the Amended Glencore Debenture is $13,985,960, (ii) the conversion price to be increased from $0.36 to $0.37 per Common Share, and (iii) the interest rate to be increased from 9% to 10%. The 15,061,158 common share purchase warrants currently held by Glencore will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Glencore Debenture, the Corporation will issue to Glencore, on the Effective Date, 19,424,944 common share purchase warrants (the " New Glencore Warrants "), each exercisable at any time from and after January 1, 2025, at an exercise price of (i) $0.38 per Common Share for 15,061,158 of the New Glencore Warrants and (ii) $0.42 per Common Share for the remaining 4,363,786 New Glencore Warrants, with the New Glencore Warrants expiring on December 31, 2025.
The New Glencore Warrants and the Amended Glencore Debenture will provide that unless shareholder approval from disinterested shareholders of the Corporation has been obtained in accordance with applicable Canadian securities laws and TSX Venture Exchange policies, the holder of the New Glencore Warrants and Amended Glencore Debenture will not be permitted to exercise any portion of the New Glencore Warrants or convert any portion of the Amended Glencore Debenture if, following such exercise or conversion, as applicable, the holder thereof and its affiliates would own, directly or indirectly, more than 19.9% of the outstanding Common Shares.
The Common Shares issuable upon conversion of the Osisko Loan and the Glencore Debenture will be subject to a hold period of four months from the Effective Date, in accordance with applicable Canadian securities laws. The Osisko Warrants and the New Glencore Warrants (and the underlying Common Shares issuable pursuant thereto) will be subject to a hold period of four months from the Effective Date, in accordance with applicable Canadian securities laws.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
info@falcores.com
Anthony Glavac
Chief Financial Officer
514-604-9310
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.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
News Provided by GlobeNewswire via QuoteMedia
Falco Resources Ltd. (TSX.V:FPC) (" Falco " or the " Corporation ") is pleased to provide a corporate update on its flagship Horne 5 Project located in Rouyn-Noranda, Québec (the " Falco Horne 5 Project " or the " Project "). Following the completion of the public hearing process with the Office of Public Hearings on the Environment (" BAPE "), Falco continues to file documentation and provide responses to the BAPE, in view of the completion of its report, which is due for submission to the Minister of the Environment, the Fight Against Climate Change, Wildlife and Parks by December 26, 2024. Also, with the continued strength in gold and copper, Falco will work towards updating the 2021 Feasibility Study, which utilized a gold price of US$1,600 and a copper price of US$3.25lb, with targeted completion for H1-2025.
Mr. Luc Lessard, President and Chief Executive Officer commented: " 2024 has been extraordinary for Falco, commencing early in the year with the execution of the Operating License and Indemnity Agreement (" OLIA ") with Glencore, followed in short order by the admissibility of the Project's Environmental Impact Assessment which provided the path forward for the advancement of the Project. The Corporation expects to obtain a ministerial decree authorizing the Project in H1-2025, which would put Falco in the enviable position of having one of the few permitted large-scale polymetallic gold projects ready to be developed in North America."
Mr. Lessard added: " Since 2015, Falco has delineated a reserve of over 6.1M oz AuEq with an additional 3.2M oz AuEq in resource (all categories), making it one of the largest gold resources in Québec not controlled by a producer. The 2021 Feasibility Study, while benefiting from significant economic returns, does not capture the rapidly changing gold, copper and zinc environment. The planned update for H1-2025 will provide a much clearer picture as to the full potential of the Project."
FALCO HORNE 5 PROJECT OVERVIEW
World-Class Deposit
Real Infrastructure Advantage
Strong Stakeholder Relationships
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
info@falcores.com
Anthony Glavac
Chief Financial Officer
514-604-9310
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.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable securities laws in particular Falco's ability to obtain receipt of permits and approvals required to develop the Horne 5 Project and the ability of Falco to efficiently develop and operate the Horne 5 Project based on the terms of the Operating License and Indemnity Agreement concluded with Glencore Canada Corporation. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Without limiting the generality of the foregoing statements, forward-looking statements in this press release include, without limitation, statements regarding the projections and assumptions of the 2021 Feasibility Study, including, without limitation: estimated annual production, NPV, AISC, resources and reserves, mine life and potential production from the Horne 5 Property as envisioned by the mine plan; economic assumptions and sensitivities and other operational and economic projections with respect to the Horne 5 Project. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
News Provided by GlobeNewswire via QuoteMedia
Falco Resources Ltd. (TSX.V: FPC) (" Falco " or the " Corporation ") is pleased to announce that the Corporation has entered into binding agreements (i) with Osisko Gold Royalties Ltd (" Osisko ") in order to extend the maturity date of the Corporation's existing convertible secured senior loan (the " Osisko Loan ") from December 31, 2024 to December 31, 2025; and (ii) with Glencore Canada Corporation (" Glencore ") in order to extend the maturity date of the Corporation's existing senior secured convertible debenture (the " Glencore Debenture ") from December 31, 2024 to December 31, 2025.
Luc Lessard, President and Chief Executive Officer of the Corporation commented: " The concurrent extensions of the Corporation's senior debts demonstrate the strong relationship and long-standing support of Osisko and Glencore to Falco and the development of the Horne 5 Project. Such extensions provide the Corporation with additional flexibility to pursue the permitting and development of this project".
Amendments to the Osisko Loan
In consideration for the extension of the maturity date of the Osisko Loan, the Osisko Loan will also be amended effective as of December 31, 2024 in order for (i) the accrued interest on the existing Osisko Loan to be capitalized such that the principal amount of the amended Osisko Loan will be approximately $23,881,821, (ii) the conversion price to be lowered from $0.50 to $0.45 per Common Share, and (iii) the interest rate to be increased from 8% to 9% (collectively, the " Osisko Loan Amendments "). The 10,664,324 warrants of the Corporation currently held by Osisko (the " Existing Osisko Warrants "), each exercisable for one common share of Falco (the " Common Shares ") at an exercise price of $0.65 per Common Share, will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Osisko Loan, the Corporation will issue to Osisko, on December 31, 2024, 17,690,237 warrants (the " New Osisko Warrants "), each exercisable at any time from and after January 1, 2025, for one Common Share at an exercise price of $0.58 per Common Share and expiring on December 31, 2025.
Amendments to the Glencore Debenture
In consideration for the extension of the maturity date of the Glencore Debenture, the Glencore Debenture will also be amended effective as of December 31, 2024 (the " Amended Glencore Debenture ") in order for (i) the accrued interest on the existing Glencore Debenture up to December 31, 2024 to be capitalized such that the principal amount of the amended Glencore Debenture will be approximately $13,985,960, (ii) the conversion price to be increased to $0.37 per Common Share (from $0.36), and (iii) the interest rate to be increased from 9% to 10% (collectively, the " Glencore Debenture Amendments "). The 15,061,158 warrants of the Corporation currently held by Glencore (the " Existing Glencore Warrants ") will remain outstanding in accordance with their terms until their expiry on December 31, 2024. In consideration for the extension of the maturity date of the Glencore Debenture, the Corporation will issue to Glencore, on December 31, 2024, 19,424,944 warrants (the " New Glencore Warrants "), each exercisable at any time from and after January 1, 2025, at an exercise price of (i) $0.38 per Common Share for 15,061,158 of the New Glencore Warrants and (ii) $0.42 per Common Share for the remaining 4,363,786 New Glencore Warrants, and expiring on December 31, 2025.
The New Glencore Warrants and the Amended Glencore Debenture will provide that unless shareholder approval from disinterested shareholders of the Corporation has been obtained in accordance with applicable Canadian securities laws and TSX Venture Exchange policies, the holder of the New Glencore Warrants and Amended Glencore Debenture will not be permitted to exercise any portion of the New Glencore Warrants or convert any portion of the Amended Glencore Debenture if, following such exercise or conversion, as applicable, the holder thereof and its affiliates would own, directly or indirectly, more than 19.9% of the outstanding Common Shares.
The Osisko Loan Amendments and the issuance of the New Osisko Warrants (the " Osisko Transactions ") are considered "related party transactions" under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (" Regulation 61-101 "). The Osisko Transactions are exempt from the requirements to obtain a formal valuation pursuant to section 5.5(b) of Regulation 61-101. However, Falco is required to obtain minority approval for the Osisko Transactions as none of the exemptions contained under Regulation 61-101 are currently available to the Corporation.
Closing of the Osisko Transactions is conditional upon (i) obtaining minority approval of the shareholders of the Corporation, excluding the Common Shares held by Osisko Development Corp., to be sought at the special meeting of shareholders of the Corporation to be held on December 10, 2024 (the " Shareholders' Meeting "), (ii) approval of the TSX Venture Exchange, and (iii) concurrent closing of the Glencore Debenture Amendments and the issuance of the New Glencore Warrants on the terms described herein.
Closing of the Glencore Debenture Amendments and the issuance of the New Glencore Warrants is conditional upon (i) approval of the TSX Venture Exchange, and (ii) concurrent closing of the Osisko Transactions on the terms described herein. Subject to satisfaction of such conditions, closing of the Osisko Loan Amendments and the Glencore Debenture Amendments, and closing of the Osisko Transactions is expected to occur concurrently on December 31, 2024. Additional information will be included in the management proxy circular to be filed at www.sedarplus.ca.
Prior to the transactions contemplated by this press release, Osisko held the Osisko Loan in the principal amount of $20,484,195, which is convertible into 40,968,390 Common Shares and also held 10,664,324 Existing Osisko Warrants, representing approximately 15.6% of the issued and outstanding Common Shares on a partially diluted basis assuming the conversion in full of the Osisko Loan and the exercise in full of the 10,664,324 Existing Osisko Warrants. Immediately following closing, on a partially diluted basis assuming the conversion in full of the Osisko Loan and the exercise in full of the New Osisko Warrants, Osisko would have beneficial ownership of, or control and direction over 70,760,950 Common Shares, representing approximately 20.2% of the Common Shares issued and outstanding. Osisko holds approximately 40% of the issued and outstanding equity interests of Osisko Development Corp, which has beneficial ownership of, or control and direction over 46,885,240 Common Shares and 8,802,222 warrants of the Corporation, representing approximately 19.3% of the issued and outstanding Common Shares on a partially diluted basis assuming the exercise in full of the 8,802,222 warrants.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director 514-261-3336
info@falcores.com
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.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by words such as "plans", "expects", "seeks", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. These statements are made as of the date of this news release. Without limiting the generality of the foregoing statements, the statements relating to the Osisko Loan Amendments, the Glencore Debenture Amendments, as well as the issuance of the New Glencore Warrants and New Osisko Warrants are forward-looking statements and will not be completed until approved by the TSX Venture Exchange and until appropriate shareholder approval is obtained with respect to Osisko Loan Amendments and the issuance of the Osisko Warrants. There is no assurance that the approval of the TSX Venture Exchange to such transactions will be obtained nor that shareholder approval with respect to Osisko Loan Amendments and the issuance of the Osisko Warrants will be obtained. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Falco's annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR+ at www.sedarplus.ca , as well as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will prove to be correct. Consequently, the Corporation cautions investors that any forward-looking statements by the Corporation are not guarantees of future results or performance and that actual results may differ materially from those in forward-looking statements.
News Provided by GlobeNewswire via QuoteMedia
Falco Resources Ltd. (TSX.V: FPC) (" Falco " or the " Corporation ") is pleased to announce the creation and establishment of Technical and Strategic Committees (collectively the " Committees "), as contemplated by the terms of the Operating Licence and Indemnity Agreement (" OLIA ") concluded with Glencore Canada Corporation (" Glencore ") on January 23, 2024.
The creation of the Committees confirms the parties' recognition that the successful development, construction, operation and closure of the Falco Horne 5 Project in a manner that ensures the safety and operational integrity of the Horne Smelter operations, requires coordination and communication between Falco and Glencore at multiple levels.
Technical Committee
The Technical Committee will focus among others, on determining ongoing operating parameters within which Falco can conduct operations of the Falco Horne 5 Project so as to (i) not interfere with the Horne Smelter, (ii) minimize and control risks to the Horne Smelter, (iii) determine and adopt mitigation measures as required, (iv) determine further monitoring, data collection and/or studies as required and (v) determine any other matters with respect to potential risks to the Horne Smelter from Falco's operations.
The Technical Committee will be composed of four members as follows:
Mr. Wouter Vanaarde, Engineering Manager - Glencore
Ms. Marie-Élise Viger, Environnemental Manager - Glencore
Mr. Luc Lessard, President and CEO - Falco
Ms. Hélène Cartier, Vice President, Environment, Sustainable Development and Community Relations – Falco
Strategic Committee
The Strategic Committee will be a forum for discussion and the exchange of information on matters of strategic importance to the interaction of the development, construction, operation and closure of the project with the Horne Smelter operations, the search for synergies, matters relating to community and regulatory agency engagement and stakeholder concerns and the sharing of information on the Falco Horne 5 Project and Horne Smelter.
The Strategic Committee will be composed of three members as follows:
Mr. Danny Tremblay, Manager for Commercial & Recycling Sites Operations - Glencore
Mr. Luc Lessard, President and CEO - Falco
Ms. Hélène Cartier, Vice President, Environment, Sustainable Development and Community Relations - Falco
The Committees are composed of experienced professionals with extensive experience in various areas including environment, construction, development and production, and most of whom have been collaborating closely over the past years.
Luc Lessard, President and Chief Executive Officer of Falco commented: " The creation of the Committees reflects the parties' continued dedication and extensive collaboration to pursue and prepare, within the framework established by the OLIA, a solid foundation for the project's next development phase. We would like to thank everyone involved at Glencore for their work, continued assistance and engaged participation, in addition to their support of the Falco Horne 5 Project."
As previously announced by the inquiry commission of the Bureau of Public Hearings on the Environment (BAPE), the first part of the public hearing on the Falco Horne 5 Project will commence on August 27, 2024 at 7 p.m. The hearing will continue on August 28, 2024, at 1:30 p.m. and 7 p.m., and other sessions could be added as required. Falco's team and experts are looking forward to initiating this formal process of the BAPE.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Falco Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514 261-3336
info@falcores.com
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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, " forward-looking statements ") within the meaning of applicable securities laws, including reference to the development, construction, operation and closure of the Falco Horne 5 Project, the mitigation of risks and interference to the Horne Smelter of Glencore and the ability of Falco to successfully develop the Falco Horne 5 Project in compliance with the terms of the OLIA. These statements are based on information currently available to the Corporation and the Corporation provides no assurance that actual results will meet management's expectations. The occurrence of such events or the realization of such statements is subject to a number of risk factors identified in Falco's continuous disclosure documents available at www.sedarplus.com . Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply 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. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
News Provided by GlobeNewswire via QuoteMedia
Falco Resources Ltd. (TSX-V: FPC) ( "Falco" or the " Corporation" ) is pleased to announce that the Minister of the Environment, the Fight against Climate Change, Wildlife and Parks, Benoit Charette, has given the mandate to the Office of Public Hearings on the Environment ( "BAPE" ) to hold an inquiry and a public hearing concerning Falco's Horne 5 project (the "Falco Horne 5 Project" or the " Project "). This mandate will begin on August 26 and will have a maximum duration of four months.
Falco is pleased with this decision which marks an important milestone for the Falco Horne 5 Project. Falco's team will be supported by expert resources, including the firms A2GC, Sanexen, SoftdB, BGC and WSP in order to respond to questions and requests from the population and the BAPE during the hearings. The inquiry commission will be composed of Joseph Zayed, who will act as President, as well as Martin Lessard and Geneviève Meloche, who will act as commissioners. The curricula vitae of the commissioners can be consulted on the BAPE website.
Hélène Cartier, Vice-President, Environment, Sustainable Development and Community Relations, declared: " We welcome Minister Benoit Charette's decision and thank him for listening to the organizations and the population who have, like us, requested that hearings on the Falco Horne 5 Project be held in Rouyn-Noranda. We are convinced that this democratic exercise will be beneficial for the Project and all communities in addition to being beneficial for the socio-economic development of the city of Rouyn-Noranda and the Abitibi-Témiscamingue region. "
Luc Lessard, President and Chief Executive Officer declared: " Falco Resources will approach this BAPE exercise with great seriousness and consideration in order to further improve the Project. We will be attentive and receptive to questions and concerns from citizens and organizations in order to respond to the issues raised. "
Falco invites the population and organizations to stay tuned for details that will be transmitted by the BAPE which will specify the steps to follow in order to participate in the sessions. In the meantime, the entire Falco team remains available and proactive to support and inform citizens about the Falco Horne 5 Project, ensuring that everyone has access to the information necessary for informed participation.
Citizens who wish to continue to be informed or who wish to express themselves on the Falco Horne 5 Project are invited to Espace Falco, located at 157 avenue Principale, in Rouyn-Noranda.
About Falco Resources Ltd.
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the Abitibi Greenstone Belt. Falco owns approximately 67,000 hectares of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13 former gold and base metal mine sites. Falco's principal asset is the Horne 5 Project located under the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million ounces of gold and 2.5 billion pounds of copper. Osisko Development Corp. is Falco's largest shareholder owning a 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514 261-3336
info@falcores.com
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.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable securities laws, in particular Falco's ability to complete the BAPE. These statements are based on information currently available to the Corporation and the Corporation provides no assurance that actual results will meet management's expectations. The occurrence of such events or the realization of such statements is subject to a number of risk factors identified in Falco's continuous disclosure documents available at www.sedarplus.com. Although Falco believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply 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. Except where required by applicable law, Falco disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
News Provided by GlobeNewswire via QuoteMedia
