OSISKO METALS EXPANDS LEADERSHIP TEAM AND ANNOUNCES C$100 MILLION BOUGHT DEAL FINANCING

OSISKO METALS EXPANDS LEADERSHIP TEAM AND ANNOUNCES C$100 MILLION BOUGHT DEAL FINANCING

 
 

Osisko Metals Incorporated (the " Company or " Osisko Metals ") (TSXV: OM) (OTCQX: OMZNF) ( FRANKFURT : 0B51) is pleased to announce the expansion of its leadership team along with a C$100 million bought deal financing (the " Transaction ") as the Company accelerates its strategy of creating a leading critical metals company in North America .

 

  John Burzynski will be appointed to the board of directors of the Company (the " Board ") as Executive Chairman and will lead the Company along with Robert Wares , who will continue as Chief Executive Officer and a Director on the Board. Don Njegovan and Blair Zaritsky will be appointed as President and Chief Financial Officer of the Company, respectively. Additionally, Luc Lessard , a director of the Company since 2019, will step down from the Board and Anthony Glavac will step down as Chief Financial Officer. Mr. Lessard will remain as technical advisor to the Board.

 

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").

 
  About Osisko Metals  
 

 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.

 

 

 

 Cision View original content: http://www.newswire.ca/en/releases/archive/November2024/18/c8852.html  

 
 

 

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Developing high-grade base metal assets in Canada to meet future demand

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Osisko Metals Incorporated (the " Company " or " Osisko Metals ") (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: OB51) announces that, effective June 13, 2025, the Company has been continued from British Columbia ( Business Corporations Act (British Columbia) to Ontario ( Business Corporations Act (Ontario)) (the " Continuance ").

 

The Company adopted new articles and by-laws as part of the Continuance, which replaced the prior articles and by-laws of the Company. The Continuance and the new articles and by-laws of the Company were each approved by shareholders at the Company's annual and special meeting of shareholders held on May 29, 2025. Copies of the certificate of continuance and the new articles and by-laws of the Company will be available on SEDAR+ ( www.sedarplus.ca ) under the Company's issuer profile and on the Company's website at www.osiskometals.com .

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   Includes 15.6 Metres Averaging 1.47% Cu and 8.5 g/t Ag   

 

   E Zone Skarn Returns 29.7 Metres Averaging 1.92% Cu and 15.2 g/t Ag   

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Osisko Metals Announces Voting Results of Annual and Special Meeting of Shareholders

Osisko Metals Announces Voting Results of Annual and Special Meeting of Shareholders

 

Osisko Metals Incorporated (the " Company " or " Osisko Metals ") (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: OB51) announces the results of its annual and special meeting of shareholders of the Company (the " Meeting ") held earlier today.

 

A total of 290,548,699 common shares of the Company (" Common Shares ") were represented, in person or by proxy, at the Meeting, representing approximately 47.67% of the total issued and outstanding Common Shares as of the record date of the Meeting.

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Osisko Metals Intersects 323 Metres Averaging 0.43% Cu at Gaspé Project

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 OM Gaspé Copper Project (May 5, 2025) Location of Drill Holes

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Osisko Metals Intersects 300 Metres Averaging 0.39% Copper at Gaspé Copper Project

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Osisko Metals Incorporated (the " Company or " Osisko Metals ") ( TSX-V: OM ; OTCQX: OMZNF ; FRANKFURT: 0B51 ) is pleased to announce initial drilling results from the 2025 drilling program at the Gaspé Copper Project, located in the Gaspé Peninsula of Eastern Québec. Results for five holes are reported below, collared at the southern margin of the mineralized deposit as defined in the 2024 Mineral Resource Estimate (MRE, see attached map and November 14, 2024 news release ).

 

  Highlights (see Table 1 below):  

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[VIDEO ENHANCED] Prismo Metals Options Two High-Grade Silver-Gold Mines in the Arizona Copper Belt - Immediate Exploration Planned

[VIDEO ENHANCED] Prismo Metals Options Two High-Grade Silver-Gold Mines in the Arizona Copper Belt - Immediate Exploration Planned

 

(TheNewswire)

 
       
  Prismo Metals Inc. 
                
 

Vancouver, British Columbia, July 3rd, 2025 TheNewswire - Prismo Metals Inc. (the " Company ") (CSE: PRIZ) (OTCQB: PMOMF) is pleased to announce that it has signed option agreements to acquire 100% interest in two historic high-grade precious and base metal mines — the Silver King and Ripsey mines — both located in Arizona's prolific Copper Belt near its flagship Hot Breccia project.

 

Additional information on the Silver King and Ripsey mines as well as Prismo's other projects (Hot Breccia and Palos Verdes) is available on Prismo's Youtube channel at:   

  

 

  Exceptional Grades and Untapped Potential  

 

Discovered in 1875, the Silver King mine is one of Arizona's most important historic producers, yielding nearly 6 million ounces of silver at grades of up to 61 oz/t. Remarkably, selected samples from small-scale production in the late 1990s returned grades as high as 644 oz/t silver (18,250 g/t) and 0.53 oz/t gold (15 g/t), indicating that high-grade mineralization remains. Additionally, the presence of freibergite (AgCuSbS) suggests a potential for antimony, a critical mineral with growing strategic demand.

 

The Ripsey mine, located 20 km west of Hot Breccia, is also an historic gold-silver-copper producer with significant upside. Historic sampling has returned up to 15.85 g/t gold and 276 g/t silver, yet no modern exploration has been conducted.

 

  Strategic Location — World-Class Neighbors  

 

The Silver King mine sits only 3 km from the main shaft of the Resolution Copper project — a joint venture between Rio Tinto and BHP and one of the world's largest unmined copper deposits with an estimated copper resource of 1.787 billion metric tonnes at an average grade of 1.5% copper (1) . This unique land position is fully surrounded by Resolution Copper's claim block, offering strategic upside.

 

"The Silver King and Ripsey mine projects are exciting additions to our Arizona portfolio. We see an opportunity to create near term value through immediate exploration on a historic high-grade silver producer with antimony potential that has seen limited modern exploration by drilling both laterally and at depth into a prospective source formation, said Gordon Aldcorn, President of Prismo. "We look forward to getting our exploration team back in the field, advancing our exciting projects and revitalizing investor interest in the Company."

 

The Silver King mine was discovered in 1875 and produced ore with as much as 10,000 ounces per ton silver in near surface workings (2) . Underground production through 1889 is estimated at almost 6 million ounces of silver at grades of between 61 and 21 ounces per ton. During a second period of production from 1918 to 1928, 230,000 ounces were produced at a grade of 18.7 ounces per ton.  No significant production has occurred after 1928.

 

The orebody at Silver King is a steeply west-dipping pipelike stockwork and breccia zone that was mined on eight levels to about 300 meters depth below a glory hole at the surface. The pipe is described as a dense stockwork with local breccia zones and a quartz core (3) .  Records indicate that due to variations in mineralogy, much of the upper portion of the body was evidently not mined. The current owners (the " Optionor ") rehabilitated the main shaft in the late 1990s, opened the upper levels of the mine and produced a small tonnage. Assay certificates from this period show selected samples with 400 to 600 ounces per ton silver with 0.2-0.5 oz/t gold and some base metals. Virtually no modern exploration has been carried out at the mine providing significant exploration upside and multiple drill targets.

 

The Ripsey mine is a historic gold-silver-copper producer located about 20 km west of the Hot Breccia project. Historic mine workings consisting of tunnels and shafts on several levels were developed along a vein over about 400 meters of strike length and 160 meters vertically. A small tonnage of mineral was produced by the Optionor in the late 1990's. Sampling by Dr. Craig Gibson from the mine workings has yielded 15.9 g/t gold and 275 g/t silver over 0.75 meters and 8.7 g/t gold, 181 g/t silver, 3% copper and 9% zinc over 1 meter. No modern exploration has been carried out at the project, providing significant exploration upside and multiple drill targets.

 

The Company plans to conduct a detailed mapping and sampling program at both projects at surface exposures and in accessible workings.  A drill program is planned for Silver King, with about 1,000 meters initially. The Silver King drill program is designed to test the mineralized body at four elevations as well as lateral to the pipelike body. De-watering of the Silver King shaft to gain access to the upper levels may also be undertaken as submersible pumps are in place.

 

"This is a fabulous opportunity for the Company. Both projects are high-grade and are easily accessible and may be associated with porphyry copper mineralization. We also look forward to evaluating the potential for antimony at Silver King. We're excited to begin exploration immediately to test the Silver King's pipelike mineralized body at multiple depths and laterally," said Dr. Craig Gibson , Chief Exploration Officer. "This region is world-class for porphyry systems and base and precious metals, and we believe these mines have significant untapped potential."

 

    
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Location of the Company's projects withing the Arizona Copper Belt

 

    
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Land map of the Silver King mine.

 

    
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Drone view of the Silver King mine.

 

     

 

The Silver King mine in the late 1800's.

 

    
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Click Image To View Full Size
 

 

Small scale mining in the upper levels of the Silver King mine in the late 1990's.

 

  Deal description  

 

Prismo has the option to acquire a 100% interest in both the Silver King and Ripsey mines. Prismo can earn a 100% interest in the Ripsey mine by issuing one million shares to the Optionor, paying the Optionor US $10,000 within six months of the signing of the option agreement (the " Effective Date "), US $10,000 on each anniversary of the Effective Date and US $1 million to the Optionor within five years of the Effective Date. Prismo does not have minimum work commitments as part of the Ripsey option agreement.

 

Regarding the Silver King mine, Prismo can acquire a 100% interest in three stages. Prismo must issue one million shares to the Optionor, pay the Optionor US $10,000 within six months of the Effective Date, and US $10,000 on each anniversary of the Effective Date. To earn a first 50% interest, Prismo must incur no less than US $500,000 in expenditures on or before the first anniversary of the Effective Date, incur no less than an additional US $2.5 million expenditures on or before the third anniversary of the Effective Date and issue to the Optionor two million shares. Prismo can acquire an additional 30% interest by incurring no less than an additional US $3 million in expenditures, paying the Optionor US $1 million and issuing to the Optionor two million shares before the fifth anniversary of the Effective Date. Prismo can elect to form a joint venture at anytime after earning it initial 50% interest. The option agreement and joint venture agreement terms and conditions contain standard buyout and dilution terms regarding the final 20% interest.

 

  Private Placement  

 

Prismo is also pleased to announce a non-brokered private placement (the " Private Placement ") of five million units of the Company (" Units ") at an issue price of $0.05 per Unit for minimum gross proceeds of $250,000. Each Unit will consist of one common share in the capital of the Company (a " Share ") and one-half of one common share purchase warrant of the Company (each whole warrant, a " Warrant "). Each Warrant will entitle the holder to purchase one Share for a period of twenty-four (24) months from the date of issue at an exercise price of $0.10.

 

The Private Placement will also be made available to existing shareholders of the Company who, as of the close of business on July 1st, 2025, held Shares (and who continue to hold such Shares as of the closing date of the Private Placement), pursuant to the existing securityholder exemption set out in BC Instrument 45-534 – Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders (the " Existing Securityholder Exemption "). The Existing Securityholder Exemption limits a shareholder to a maximum investment of CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the Existing Securityholder Exemption exceeding the maximum amount of the Private Placement, the Company intends to adjust the subscriptions received on a pro-rata basis.

 

The Units issued pursuant to the Private Placement and the Existing Securityholder Exemption will be subject to a four-month hold period from the closing date of the Private Placement under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.  

 

  The Company intends to use the net proceeds of the Private Placement for general corporate purposes. The Company may pay finder's fees to eligible finders in connection with the Private   Placement, subject to compliance with applicable securities laws and Canadian Securities Exchange policies.  

 

  The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.  

 

  Debt Settlements  

 

  Prismo also announces that it has entered into debt settlement agreements (the "   Settlement Agreements   ") with certain creditors of the Company (the "   Creditors   ") pursuant to which the Company agreed to issue to the Creditors, and the Creditors agreed to accept, an aggregate of 160,000  shares of the Company (each, a "   Share   ") in full and final settlement of accrued and outstanding indebtedness in the aggregate amount of $11,000 (the "   Debt Settlement   ").   All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months from the date of issuance, in accordance with applicable policies of the Canadian Securities Exchange.  

 

  Share and Warrants Issuance  

 

  A private company dealing at arms' length with Prismo, its officers and directors, had certain rights into the Silver King and Ripsey mines ("   PrivateCo   "). In consideration for PrivateCo relinquishing its rights in the Silver King and Ripsey mines in favor of the Company, Prismo has agreed, subject to regulatory approval, to issue PrivateCo five million units (the "   Units   "). Each Unit is comprised of one common share (a "   Share   ") and one share purchase warrant (a "   Warrant   "). The Shares will become free trading as to 25% every six months from the Effective Date. Two million of the Warrants will be exercisable at $0.10 ("   First Tranche   ") and three million Warrants will be exercisable at $0.15 ("   Second Tranche   "), all for a period of three years. The shares from the exercise of the Warrants will become free trading as to 25% every six months from the Effective Date. In addition, the exercise of the First Tranche is conditional on Prismo having raised $1.5 million from parties introduced to Prismo by the principals of PrivateCo and the exercise of the Second Tranche is conditional on Prismo having raised $3.0 million from parties introduced to Prismo by the principals of PrivateCo.  

 

  Qualified Person  

 

   Dr. Craig Gibson, PhD., CPG., a Qualified Person as defined by NI-43-01 regulations and Chief Exploration Officer and a director of the Company, has reviewed and approved the technical disclosures in this news release. Other than the sampling conducted by Dr. Craig Gibson as indicated herein, the data presented in this press release was obtained from public sources, should be considered incomplete and is not qualified under NI 43-101, but is believed to be accurate. The Company has not verified the historical data presented and it cannot be relied upon, and it is being used solely to aid in exploration plans.   

 

  1)     https://resolutioncopper.com/about-us/    

 

  2)   Galbraith, F, 1935, Geology of the Silver King area, Superior, Arizona, Univ. of Arizona thesis, 153p plus plates.  

 

  3)   Blake, W.P., 1883, Description of the Silver King Mine, Arizona, New Haven, 48p plus plates.  

 

  About Prismo Metals Inc.  

 

  Prismo (CSE: PRIZ) is a mining exploration company focused on advancing its Hot Breccia copper project in Arizona and its Palos Verdes silver project in Mexico.  

 

  Please follow @PrismoMetals on   ,   ,   ,    Instagram    , and  

 

  Prismo Metals Inc. ,   1100 - 1111 Melville St., Vancouver, British Columbia V6E 3V6  

 

  Contact:  

 

  Alain Lambert, Chief Executive Officer    alain.lambert@prismometals.com   

 

  Gordon Aldcorn, President    gordon.aldcorn@prismometals.com   

 

  Cautionary Note Regarding Forward-Looking Information  

 

  This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the timing, costs and results of drilling at Hot Breccia.  

 

  These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain appropriate funding to finance the exploration program at Silver King and Ripsey. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the ability to raise capital to fund exploration and the timing of such exploration.  

 

  Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-   looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.  

 

  NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
 

 

Copyright (c) 2025 TheNewswire - All rights reserved.

 

 

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