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Osisko Metals Incorporated (the " Company " or " Osisko Metals ") ( TSX-V: OM ; OTCQX: OMZNF ; FRANKFURT: 0B51 ) is pleased to announce the successful closing of its previously-announced joint venture transaction with a subsidiary of Appian Natural Resources Fund III LP (" Appian "), which resulted in the formation of a joint venture for the advancement of Osisko Metals' Pine Point Project (the " Transaction ").
Robert Wares, Chairman & CEO of Osisko Metals, commented : "We are delighted to have successfully closed this transaction with Appian, and look forward to a mutually beneficial and collaborative partnership to rapidly advance the Pine Point Project for our stakeholders. On behalf of the Board of Directors of Osisko Metals, we thank our shareholders, management, advisors and partners for their hard work and long-standing support."
Michael Scherb, Founder & CEO of Appian Capital Advisory LLP, commented: "The Pine Point project is a highly prospective and strategically located project and Appian is delighted to partner with Osisko Metals on its development. The work of the Osisko Metals team to date is a credit to themselves. Appian looks forward to a collaborative partnership with Osisko Metals, the Pine Point team, surrounding communities and stakeholders to advance the development of the Pine Point Project" .
As part of the closing of the Transaction:
- Appian has purchased 20,153,164 common shares of Osisko Metals at a price of $0.2481 per share for gross proceeds of C$5 million;
- Appian has purchased share capital of Pine Point Mining Limited (which holds the Pine Point Project) (" PPML ") from Osisko Metals in exchange for a payment in the amount of C$8.3 million;
- Appian has subscribed for share capital of PPML in exchange for a payment to PPML in the amount of C$13.1 million;
- the interim loan made by Appian to Osisko Metals in the amount of C$6.7 million has been converted for share capital in PPML.
After giving effect to the Transaction, Osisko Metals and Appian now hold approximately 74.7% and 25.3%, respectively, of the share capital of Pine Point Mining Limited (which holds a 100% interest in the Pine Point Project).
Subsequent to the closing of the Transaction and until Appian has acquired an ownership interest of 60% in PPML (the " Target Ownership Percentage ") or until a Final Investment Decision (" FID ") has been reached, all funding in respect of the Pine Point Project will be made by way of cash calls issued by the board of PPML to Appian, the quantum and speed of which are determined at the sole discretion of the board of directors of PPML. Osisko Metals will not be required to make any cash contributions to PPML until Appian has reached the Target Ownership Percentage, following which additional cash calls, if required, will be satisfied by each of Appian and Osisko Metals on a pro-rata basis pursuant to approved annual programs and budgets as determined by the board of PPML.
Initially, the board of PPML will be comprised of Robert Wares and Gordon Stothart, as nominees of Osisko Metals, and Adam Fisher and Geoff Cohen (Chairman), as nominees of Appian, and management will include Jeff Hussey (Chief Executive Officer) and Anthony Glavac (Chief Financial Officer). There are no changes contemplated to the board of directors of Osisko Metals in connection with the Transaction.
As part of closing of the Transaction, the Company and Appian entered into a Joint Venture Company Agreement and an Investor Rights Agreement, in substantially the forms attached to the investment agreement dated February 21, 2023 between the Company and Appian in respect of the Transaction, a copy of which is available on SEDAR ( www.sedar.com ) under the Company's issuer profile.
See below for the biographies of the directors and officers of PPML:
Geoff Cohen, Director and Chairman of PPML
Geoff Cohen is the Senior Advisor to Appian in North America. Prior to joining Appian, Mr. Cohen was Managing Director and Head of North American Mining Investment Banking at JPMorgan. During this period, he originated and successfully executed M&A, debt and equity transactions valued at over US$40 billion. Prior to joining JPMorgan in 2010, Mr. Cohen worked as a senior professional in the M&A groups of both global and domestic Canadian investment banks, where he focused on the natural resources sector. Mr. Cohen holds a B.Sc. in Engineering from Queen's University and an M.B.A. from the Ivey School of Business at the University of Western Ontario.
Adam Fisher, Director of PPML
Adam Fisher is a Principal at Appian Capital Advisory LLP. Prior to joining Appian in 2019, Mr. Fisher served as Vice President for Mubadala Investment Company, making and managing direct private equity investments into companies focused within the mining, metals, and utilities sectors. Prior to Mubadala, Mr. Fisher worked as an investment banker within the Natural Resources Group at Deutsche Bank, responsible for metals and mining client coverage and execution. Mr. Fisher began his career as a Submarine Officer in the US Navy, where he was a qualified Nuclear Engineer. Adam Fisher holds an MBA from Harvard Business School, a Master's of Science in Electrical Engineering from the Naval Postgraduate School, and a Bachelor's of Science in Electrical Engineering from the United States Naval Academy.
Robert Wares, Director of PPML
Robert Wares is currently the Chairman and Chief Executive Officer of Osisko Metals, and a professional geologist with over 40 years of experience in mineral exploration and development. He was responsible for the discovery of the Canadian Malartic bulk tonnage gold deposit, which was subsequently developed by Osisko Mining Inc. into one of Canada's largest gold producers. Among other awards, Mr. Wares was a co-winner of the Prospectors and Developers Association of Canada's "Prospector of the Year Award" for 2007, and was named, together with John Burzynski and Sean Roosen, as "Mining Men of the Year" for 2009 by the Northern Miner. Mr. Wares is also Chairman and CEO of Brunswick Exploration Inc. He holds a Bachelor of Science and an Honorary Doctorate in Earth Sciences from McGill University, and currently serves as member of McGill University's Faculty of Science Advisory Board. Mr. Wares also served for ten years as President and Board Director of the Ordre des Géologues du Québec and three years on the Mining Advisory Board with the Autorité des Marchés Financiers du Québec.
Gordon Stothart, Director of PPML
Gordon Stothart is an independent consultant with over 35 years in the mining business. Up until 2022, he previously spent 14 years with IAMGOLD Corporation, originally as COO and later moving to the position of President and CEO. Prior to IAMGOLD Corporation, Mr. Stothart worked in the Noranda-Falconbridge-Xstrata organization for 21 years in a number of operational, project, business development and management roles, including spending nearly 10 years in South America on large base metal operations and development projects. Mr. Stothart graduated from the University of British Columbia in 1987 with a Double Major in Mining and Mineral Process Engineering and later completed a Falconbridge-sponsored Executive Development Program at the Universidad Católica de Santiago in Chile. Gord has been involved in several industry associations and previously served as the Chair of the Mining Association of Canada (MAC) from 2019 to 2021. Mr. Stothart is also the current Chair of the non-profit St. Elizabeth Foundation with a current focus on end-of-life care and in-community healthcare training and service partnerships with several First Nations and Inuit communities in Canada.
Jeff Hussey, CEO of PPML
Jeff Hussey, PGeo., is currently the President and Chief Operating Officer of Osisko Metals, and has over 35 years of professional experience in the mining industry. As a consultant, he assisted junior mine development companies by offering exploration, mining and geo-metallurgical support services, including Champion Iron Mines. He was with Noranda/Falconbridge for nineteen years working at the Brunswick No. 12 mine, Gaspé Copper mines, the Antamina mine start-up in Peru, as well as the Raglan mine in Northern Québec. As Senior Scientist with the Mining Technology Group at the Noranda Technology Center in 2002, he enhanced his network in the metallurgical research and mining innovation fields.
Anthony Glavac, CFO of PPML
Anthony Glavac is currently the Chief Financial Officer of Osisko Metals, and has over 20 years of experience in financial reporting, including over 12 years in the mining industry. Since 2018, Mr. Glavac has also served as Chief Financial Officer for Falco Resources Ltd. and previously served as Director, Financial Reporting and Internal Controls at Dynacor Gold Mines and Interim Chief Financial Officer at Alderon Iron Ore Corp. In addition, Mr. Glavac spent 10 years at KPMG, working with both public and private companies, providing audit, taxation, strategic advisory and public offering services. Mr. Glavac is also involved with other public companies in the mining industry.
Advisors
Maxit Capital LP acted as financial advisor to Osisko Metals and Bennett Jones LLP acted as legal counsel to Osisko Metals.
McCarthy Tétrault LLP acted as legal counsel to Appian.
About Osisko Metals
Osisko Metals Incorporated is a Canadian exploration and development company creating value in the critical metals space, specifically copper and zinc. The Company is a joint venture partner with Appian for the advancement of one of Canada's premier past-producing zinc mining camps, the Pine Point Project, located in the Northwest Territories, for which the 2022 PEA (as defined herein) has indicated an after-tax NPV of C$602 million and an IRR of 25%, based on long-term zinc price of US$1.37/lb and the current mineral resource estimates that are amenable to open pit and shallow underground mining. The current mineral resource estimate in the 2022 PEA consists of 15.7Mt grading 5.55% ZnEq of indicated mineral resources and 47.2Mt grading 5.94% ZnEq of inferred mineral resources. Please refer to the technical report entitled "Preliminary Economic Assessment, Pine Point Project, Hay River, Northwest Territories, Canada" dated August 26, 2022 (with an effective date of July 30, 2022), which has been prepared for Osisko Metals an PPML by representatives of BBA Engineering Inc., Hydro-Resources Inc., PLR Resources Inc. and WSP Canada Inc. (the " 2022 PEA "). Please refer to the full text of the 2022 PEA, a copy of which is available on SEDAR ( www.sedar.com ) under Osisko Metals' issuer profile, for the assumptions, methodologies, qualifications and limitations described therein. The Pine Point Project is located on the south shore of Great Slave Lake in the Northwest Territories, near infrastructure, paved highway access, and has an electrical substation as well as 100 kilometres of viable haulage roads already in place.
The Company is also has an agreement to acquire, from Glencore Canada Corporation, a 100% interest in the past-producing Gaspé Copper Mine, located near Murdochville in the Gaspé peninsula of Québec. The Company is currently focused on resource evaluation of the Mount Copper Expansion Project that hosts an inferred mineral resource (in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ) of 456Mt grading 0.31% Cu (see April 28, 2022 news release of Osisko Metals entitled "Osisko Metals Announces Maiden Resource at Gaspé Copper – Inferred Resource of 456Mt Grading 0.31% 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.
About Appian
Appian Capital Advisory LLP is a London-headquartered investment advisor to long-term value-focused private equity funds that invest solely in mining and mining-related companies.
Appian is a leading investment advisor in the metals and mining industry, with global experience across South America, North America, Europe, Australia and Africa and a successful track record of supporting companies to achieve their development targets, with a global operating portfolio overseeing nearly 6,300 employees. Appian has a global team of 65 experienced professionals with presences in London, Toronto, Vancouver, Lima, Belo Horizonte, Montreal, and Perth, Mexico City and Dubai. The Appian team, through its private equity funds, has a long history of successfully bringing mines through development and into production, having completed 8 mine builds in the last 5 years.
For more information, please visit www.appiancapitaladvisory.com , or find us on LinkedIn, Instagram and Twitter.
For further information on this news release, visit www.osiskometals.com or contact:
Robert Wares, Chairman & CEO of Osisko Metals Incorporated
(514) 861-4441
Email: info@osiskometals.com
www.osiskometals.com
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 are not statements of historical fact and constitute forward-looking information. This news release may contain forward-looking information pertaining to the Pine Point Project, including, among other things, the results of the 2022 PEA and the IRR, NPV and estimated costs, production, production rate and mine life; the expectation that the Pine Point Project will be a robust operation and profitable at a variety of prices and assumptions; the ability to identify additional resources and reserves (if any) and exploit such resources and reserves on an economic basis; the expected high quality of the Pine Point concentrates; the potential impact of the Pine Point Project in the Northwest Territories, including but not limited to the potential generation of tax revenue and contribution of jobs; the Pine Point Project having the potential for mineral resource expansion and new discoveries; the timing and ability for the Pine Point Project to reach construction decision (if at all(; the estimated costs to take the Pine Point Project to construction decision (if at all); the ability of the Company to realize the anticipated benefits of the Transaction; and the impact to the Company of the disposition of ownership interest and control in the Pine Point Project, which is a material property of the Company. There can be no certainty on the timing, costs and ability for the joint venture parties to take the Pine Point Project to reach construction decision or pursue planned exploration and development as presently contemplated.
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: favourable equity and debt capital markets; the ability and timing for the parties to fund cash calls to advance the development of the Pine Point Project and pursue planned exploration and development; future prices of zinc and lead; the timing and results of exploration and drilling programs; the accuracy of mineral resource estimates; production costs; operating conditions being favourable; 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 equipment; the economic viability of the Pine Point Project; and positive relations with local 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.sedar.com) 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 Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 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.
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