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UNITED STATES/
MONTRÉAL, March 18, 2021 /CNW/
- Osisko Development Corp. ("Osisko Development" or the
"Corporation") (TSXV: ODV ) is pleased to announce the
successful completion of its previously-announced "bought deal"
brokered private placement of an aggregate of: (i) 2,055,742
flow-through shares of the Corporation (the "FT Shares") at
a price of CDN $9.05 per FT Share;
and (ii) 1,334,500 charity flow-through shares of the Corporation
(the "Charity FT Shares" and, together with the FT Shares,
the "Offered Shares") at a price of CDN $11.24 per Charity FT Share (together, the
"Offering"), for aggregate gross proceeds of approximately
CDN $33.6 million, including partial
exercise of the underwriters' option. The Offered Shares will
qualify as "flow-through shares" (within the meaning of subsection
66(15) of the Income Tax Act (Canada)).
The gross proceeds from the sale of the Offered Shares will be
used by the Corporation to incur eligible "Canadian exploration
expenses" that will qualify as "flow-through mining expenditures"
as such terms are defined in the Income Tax Act
(Canada) (the "Qualifying
Expenditures") related to the Cariboo Gold Project and other
exploration assets of the Corporation located in British Columbia. All Qualifying Expenditures
will be renounced in favour of the subscribers of the Offered
Shares effective December 31,
2021.
The Offering was led by Eight Capital, on behalf of a syndicate
of underwriters that included Canaccord Genuity Corp., National
Bank Financial Inc., RBC Dominion Securities Inc., TD Securities
Inc., BMO Nesbitt Burns Inc., PI Financial Corp., Scotia Capital
Inc., CIBC World Markets Inc., Desjardins Securities Inc., Haywood
Securities Inc., iA Private Wealth Inc., Paradigm Capital Inc., and
Raymond James Ltd. In consideration for their services, the
Corporation paid the underwriters a cash commission equal to 5.5%
of the gross proceeds of the Offering, except with respect to
subscribers on the President's List for which no commission was
paid.
The following insiders of the Corporation have subscribed for FT
Shares under the Offering:
Insider
|
Insider
Relationship
|
FT Shares
Purchased
(#)
|
Subscription
Amount
($)
|
Sean
Roosen
|
Senior Officer and
Director of Osisko
Development
|
11,000
|
$99,550.00
|
Candace
MacGibbon
|
Director of Osisko
Gold Royalties (a 10%
securityholder of Osisko Development)
|
5,550
|
$50,227.50
|
Frederic
Ruel
|
Senior Officer of
Osisko Gold Royalties
(a 10% securityholder of Osisko Development)
|
5,000
|
$45,250.00
|
|
Totals
|
21,550
|
$195,027.50
|
Each subscription by an "insider" 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 did not file
a 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 each "related party" of the Corporation
were 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
interested parties, 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 interested
parties, is not more than the 25% of the Corporation's market
capitalization.
All securities issued under the Offering will be subject to a
hold period in Canada expiring
four months and one day from the date hereof. The Offering is
subject to final acceptance of the TSX Venture Exchange.
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.
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our Social Media Platforms:
Facebook:
https://www.facebook.com/osiskodev
Linked
In:
http://www.linkedin.com/company/osisko-dev
Youtube:
https://www.youtube.com/channel/UC-1LPPhZ9WZnOuWsf6mRWhw
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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 use of proceeds of the Offering, the timing and
ability of the Corporation to satisfy the customary listing
conditions of the TSX Venture Exchange (if at all), the timing and
ability of the Corporation to obtain all necessary approvals, the
tax treatment of the securities issued under the Offering under the
Income Tax Act (Canada), the
timing to renounce all Qualifying Expenditures in favour of the
subscribers (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 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.
SOURCE Osisko Development Corp.