Osisko Development Corp. ("
Osisko Development" or
the "
Corporation") (ODV: TSX-V) is pleased to
announce that it has (i) upsized its previously-announced
non-brokered private placement of units ("
Units")
(see news release of December 2, 2020) to up to CDN $50 million in
response to significant demand to purchase Units, and (ii) entered
into an engagement agreement dated December 8, 2020 with Canaccord
Genuity Corp. and National Bank Financial Inc., on behalf of a
syndicate of underwriters (collectively, the
"
Underwriters"), pursuant to which the
Underwriters have agreed to purchase, on a "bought deal" private
placement basis with a right to substitute purchasers, 4,000,000
Units for gross proceeds of CDN $30 million (together, the
"
Offering"). In addition, the Underwriters have
been granted an option, exercisable in whole or in part up to 48
hours prior to the closing of the Offering, to purchase up to
600,000 additional Units at the Issue Price (as defined herein) for
additional gross proceeds of up to CDN $4.5 million.
The Units are being offered a price of CDN $7.50
per Unit (the "Issue Price"). Each Unit will
consist of one common share of the Corporation and one-half of one
common share purchase warrant of the Corporation, with each whole
warrant entitling the holder thereof to purchase one additional
common share in the capital of the Corporation at a price of CDN
$10.00 per share on or prior to December 1, 2023.
The "bought deal" is expected to close on
December 30, 2020, while the balance of the Offering is expected to
close on or about January 8, 2021. The Offering is subject to
regulatory approvals, including conditional listing approval of the
TSX Venture Exchange. The Corporation may elect to increase the
size of the Offering by issuing additional Units. Further, the
Offering may be closed in multiple tranches and is not subject to a
minimum offering.
The Underwriters of the "bought deal" tranche of
the Offering are entitled to receive a cash commission equal to
5.0% of the gross proceeds of such tranche of the Offering. The net
proceeds of the Offering will be used to further develop the
Cariboo Gold Project, other exploration assets of Osisko
Development and for general corporate purposes. The Units will be
subject to applicable hold periods, including the typical four
month hold period from the date of closing.
Sean Roosen, Chair and Chief Executive
Officer of Osisko Development stated: "We are
excited that Osisko Development has garnered such enthusiasm from
the investment community in the early days. The added size and
scope of this private placement coupled with our equity investments
and expected near-term cash flows, could form the equity foundation
of continued development of the Cariboo Gold Project."
The Corporation will also make an application to
the TSX Venture Exchange to extend, to December 1, 2023, the
maturity date of the 6,675,000 common share purchase warrants of
the Corporation (the "Initial Warrants") issued
upon the conversion of the subscription receipts of Osisko
Development Holdings Inc. on November 25, 2020 in conjunction of
the closing of the "reverse takeover" of the Corporation. The
Initial Warrants are exercisable for common shares of the
Corporation at a price of CDN $10.00 per share. The Initial
Warrants are currently set to expire on May 25, 2022. The
Corporation is proposing to extend the expiry date of the Initial
Warrants to December 1, 2023 to align with the expiry date of the
warrants being issued under the Offering. All other terms of the
Initial Warrants, including the exercise price, will remain the
same. Closing of the "bought deal" tranche of the Offering is
conditional on the extension of the expiry of the Initial
Warrants.
This news release does not constitute an
offer to sell or a solicitation of an offer to buy any securities
in the United States or any other jurisdiction. No securities may
be offered or sold in the United States or in any other
jurisdiction in which such offer or sale would be unlawful prior to
registration under the U.S. Securities Act of 1933 or an exemption
therefrom or qualification under the securities laws of such other
jurisdiction or an exemption therefrom.
About Osisko Development Corp.
Osisko Development Corp. is well-capitalized and
uniquely positioned as a premier gold development company in North
America to advance the Cariboo Gold Project and other Canadian and
Mexican properties, with the objective of becoming the next
mid-tier gold producer. The Cariboo Gold Project, located in
central British Columbia, is Osisko Development's flagship asset
with measured and indicated resource of 21.44 Mt at 4.6 Au g/t for
a total of 3.2 million ounces of gold and inferred resource of
21.69 Mt at 3.9 Au g/t for a total of 2.7 million ounces of gold.
The considerable exploration potential at depth and along strike
distinguishes the Cariboo Gold Project relative to other
development assets as does the historically low, all-in discovery
costs of US $19 per ounce. The Cariboo Gold Project is advancing
through permitting as a 4,750 tonnes per day underground operation
with a feasibility study on track for completion in the second half
of 2021. Osisko Development's project pipeline is complemented by
potential near-term production targeted from the San Antonio gold
project, located in Sonora Mexico and early exploration stage
properties including the Coulon Project and James Bay Properties
located in Québec as well as the Guerrero Properties located in
Mexico. Osisko Development will begin trading on the TSX Venture
Exchange under the symbol "ODV" on December 2, 2020.
For further
information about Osisko Development Corp., please
contact: |
Sean Roosen, CEOTelephone: (514) 940-0685Email:
sroosen@osiskodev.com |
Jean Francois Lemonde, VP Investors RelationsTelephone: (514)
299-4926Email: jflemonde@osiskodev.com |
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Cautionary Note Regarding Forward-Looking
Information
Certain statements contained in this news
release may be deemed "forward‐looking statements" within the
meaning of applicable Canadian securities laws. These
forward‐looking statements, by their nature, require Osisko
Development to make certain assumptions and necessarily involve
known and unknown risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in
these forward‐looking statements. Forward‐looking statements are
not guarantees of performance. Words such as "may", "will",
"would", "could", "expect", "believe", "plan", "anticipate",
"intend", "estimate", "continue", or the negative or comparable
terminology, as well as terms usually used in the future and the
conditional, are intended to identify forward‐looking statements.
Information contained in forward‐looking statements, including with
respect to the expected size of the Offering, the demand for Units,
the use of proceeds of the Offering, the ability of Osisko
Development to close the Offering on terms announced (if at all),
is based upon certain material assumptions that were applied in
drawing a conclusion or making a forecast or projection, including
management's perceptions of current market conditions, the future
prospects of Osisko Development, historical trends, current
conditions and expected future developments, as well as other
considerations that are believed to be appropriate in the
circumstances. Osisko Development considers its assumptions to be
reasonable based on information currently available, but cautions
the reader that their assumptions regarding future events, many of
which are beyond the control of Osisko Development, may ultimately
prove to be incorrect since they are subject to risks and
uncertainties that affect Osisko Development, and its business.
For additional information with respect to these
and other factors and assumptions underlying the forward‐looking
statements made in this news release concerning Osisko Development,
see the Filing Statement available electronically on SEDAR
(www.sedar.com) under Osisko Development's issuer profile. The
forward‐looking statements set forth herein concerning Osisko
Development reflect management's expectations as at the date of
this news release and are subject to change after such date. Osisko
Development disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by
law.
Neither the TSX-V nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts 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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