Osisko Development Corp. ("
Osisko Development" or
the "
Corporation") (ODV: TSX-V) is pleased to
announce the successful completion of its previously-announced
non-brokered private placement of 9,346,464 units of Osisko
Development (the "
Units") at a price of CDN$7.50
per Unit (or the U.S. dollar equivalent of US$5.75 per Unit) for
aggregate gross proceeds of approximately CDN$68.6 million (the
"
Offering"). Each Unit consists of one common
share of the Corporation and one-half of one common share purchase
warrant of the Corporation (the "
Warrant"), with
each whole Warrant entitling the holder thereof to acquire one
common share of the Corporation at a price of CDN$10.00 per share
(or the prevailing U.S. dollar equivalent at the time of exercise)
on or prior to December 1, 2023.
Sean Roosen, Chair and Chief Executive
Officer of Osisko Development stated: "We are
thrilled to have raised over CDN$200 million since October 2020 to
capitalize Osisko Development. The proceeds that we've raised,
coupled with our equity investments and expected near-term cash
flows, forms the foundation of continued development of the Cariboo
Gold Project. We thank our partners and the investment community
for your support over the past couple of months to put Osisko
Development in position to succeed out of the gate."
The proceeds of the Offering will be used to
further develop the Cariboo Gold Project, advance the San Antonio
gold project towards production and for general corporate purposes.
All securities issued under the Offering will be subject to a hold
period expiring four months and one day from the date hereof. The
Offering is subject to final acceptance of the TSX Venture
Exchange.
The Corporation intends to close a second
tranche of the Offering, up to approximately CDN$12 million to
accommodate additional interest for the Units on or about January
29, 2021.
Mr. Sean Roosen, Chair and Chief Executive
Officer of the Corporation has subscribed for 13,000 Units under
the Offering. Prior to the Offering, Mr. Roosen held 93,333 Common
Shares, 46,666 Warrants and 267,400 options of the Corporation (the
"Options"), representing approximately 0.1% of the
issued and outstanding Common Shares prior the Offering
(approximately 0.4% on a partially diluted basis). Subsequent to
the Offering, Mr. Roosen holds 106,333 Common Shares, 53,166
Warrants and 267,400 Options, representing approximately 0.1% of
the issued and outstanding Common Shares immediately following the
Offering (approximately 0.3% on a partially diluted basis).
The subscription by Mr. Roosen, an "insider" of
the Corporation, is considered to be a "related party transaction"
for purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101"). The Corporation has filed this material change
report on SEDAR (www.sedar.com) under its issuer profile to provide
disclosure in relation to each "related party transaction". The
Corporation did not file the material change report more than 21
days before the expected closing date of the Offering as the
details of the Offering and the participation therein by Mr. Roosen
was not settled until shortly prior to the closing of the Offering,
and the Corporation wished to close the Offering on an expedited
basis for sound business reasons. The Corporation is relying on
exemptions from the formal valuation and minority shareholder
approval requirements available under MI 61-101. The Corporation is
exempt from the formal valuation requirement in section 5.4 of MI
61-101 in reliance on section 5.5(a) of MI 61-101 as the fair
market value of the transaction, insofar as it involves Mr. Roosen,
is not more than the 25% of the Corporation's market
capitalization. Additionally, the Corporation is exempt from
minority shareholder approval requirement in section 5.6 of MI
61-101 in reliance on section 5.7(b) of MI 61-101 as the fair
market value of the transaction, insofar as it involves Mr. Roosen,
is not more than the 25% of the Corporation's market
capitalization.
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 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.
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. The information in
this news release about the use of proceeds of the Offering, the
timing and ability of the Corporation, if at all, to obtain final
approval of the Offering from the TSX Venture Exchange and any
other information herein that is not a historical fact may be
"forward-looking statements". 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 future
production of mines, is based upon certain material assumptions
that were applied in drawing a conclusion or making a forecast or
projection, including management's perceptions of historical
trends, current conditions and expected future developments, public
disclosure from operators of the relevant mines, 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 under Osisko
Development's issuer profile on SEDAR (www.sedar.com). 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 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 news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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