Osisko Development Corp. ("
Osisko Development" or
the "
Company") (TSXV: ODV) is pleased to announce
the successful completion of its previously-announced "bought deal"
brokered private placement of an aggregate of (i) 13,732,900
subscription receipts of the Company (the "
Subscription
Receipts"), and (ii) 9,525,850 units of the Company (the
"
Units" and, together with the Subscription
Receipts, the "
Offered Securities") at a price of
$4.45 per Offered Security (the "
Issue Price"),
for aggregate gross proceeds of approximately $103.5 million (the
"
Offering"), including the full exercise of the
underwriters' option.
Each Unit is comprised of one common share of
the Company (each, a "Common Share") and one
common share purchase warrant (each, a "Warrant"),
with each Warrant entitling the holder thereof to purchase one
additional Common Share at a price of $7.60 per Common Share for a
period of 60 months following the date hereof.
Each Subscription Receipt entitles the holder
thereof to receive one Unit, upon the satisfaction of the Escrow
Release Conditions (as defined below), and without payment of
additional consideration.
The Offering was co-led by Eight Capital, BMO
Nesbitt Burns Inc. and National Bank Financial Inc., acting as
co-lead underwriters and joint bookrunners, and on behalf of a
syndicate of underwriters including Canaccord Genuity Corp., RBC
Capital Markets, PI Financial Corp., and Desjardins Securities Inc.
(collectively, the "Underwriters"). In
consideration for their services, the Underwriters were paid a cash
commission equal to 5% of the gross proceeds of the Offering (other
than in respect of subscribers on the President's List for which no
commission was paid), subject to 50% of the cash commission payable
in respect of the Subscription Receipts being held in escrow
pending the satisfaction of the Escrow Release Conditions (as
defined below) and in accordance with the terms of the subscription
receipt agreement entered into today among the Company, TSX Trust
Company and Eight Capital (the "Subscription Receipt
Agreement").
The gross proceeds from the sale of the
Subscription Receipts, net of 50% of the commission payable to the
Underwriters in respect of the Subscription Receipts and certain
expenses of the Underwriters, have been placed into escrow with TSX
Trust Company, as subscription receipt agent, and will be released
upon the satisfaction of certain escrow release conditions,
including the completion, satisfaction or waiver of all conditions
precedent to the Company's proposed acquisition (the
"Tintic Acquisition") of Tintic Consolidated
Metals LLC ("Tintic"), as described in the news
release of the Company dated January 25, 2022 and all in accordance
with the terms of the Subscription Receipt Agreement (the
"Escrow Release Conditions"). If the Escrow
Release Conditions are satisfied on or before June 15, 2022 (or
such later date as the Company and Underwriters may agree) (the
"Escrow Release Deadline"), the escrowed funds
(less the balance of the Underwriters’ commission) will be released
to the Company. If the Escrow Release Conditions are not satisfied
on or prior to the Escrow Release Deadline or the Tintic
Acquisition is otherwise terminated at an earlier time, the
escrowed proceeds, together with interest earned thereon, will be
returned on a pro rata basis to the holders of the Subscription
Receipts, and the Subscription Receipts will be cancelled and have
no further force and effect.
The Company intends to use the net proceeds of
the Offering to advance the development of the Company's mineral
assets, including the Cariboo Gold Project, the San Antonio Gold
Project and properties held by Tintic assuming the completion of
the Tintic Acquisition, and for general corporate purposes.
Certain insiders of the Company have subscribed
for 21,500 Offered Securities under the Offering for aggregate
gross proceeds of $95,675. 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
Company 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 Company were not settled until shortly prior to the closing
of the Offering, and the Company wished to close the Offering on an
expedited basis for sound business reasons. The Company is relying
on exemptions from the formal valuation and minority shareholder
approval requirements available under MI 61-101. The Company 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 Company's market
capitalization. Additionally, the Company 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 Company's market capitalization.
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 Company has agreed to use its commercially
reasonable efforts to obtain a receipt from the securities
regulatory authorities in each of the Provinces and Territories of
Canada in which Subscription Receipts have been sold for a (final)
prospectus qualifying the distribution of the Common Shares and the
Warrants underlying the Subscription Receipts on or before the
closing of the Tintic Acquisition.
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 absent
registration under the U.S. Securities Act of 1933, as amended, 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 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, Canada,
is Osisko Development's flagship asset with measured and indicated
resource of 21.44 million tonnes at 4.6 g/t Au for a total of 3.2
million ounces of gold and inferred resource of 21.69 million
tonnes at 3.9 g/t Au 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 first half
of 2022. Osisko Development's project pipeline is complemented by
potential near-term production targeted from the San Antonio Gold
Project, located in Sonora, Mexico.
For further information about Osisko Development Corp.,
please contact: |
Sean Roosen, CEOTelephone: (514) 940-0685Email:
sroosen@osiskodev.com |
Jean Francois Lemonde, VP Investor RelationsTelephone: (514)
299-4926Email: jflemonde@osiskodev.com |
Follow us on our Social Media
Platforms:Facebook:https://www.facebook.com/osiskodevLinkedIn:http://www.linkedin.com/company/osisko-devYouTube:https://www.youtube.com/channel/UC-1LPPhZ9WZnOuWsf6mRWhwTwitter:https://twitter.com/OsiskoDev |
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 Osisko Development to satisfy the customary listing
conditions of, and receive final acceptance of the Offering from,
the TSX Venture Exchange (if at all), the timing and ability of
Osisko Development to complete the Tintic Acquisition and satisfy
the Escrow Release Conditions (if at all), the timing and ability
of Osisko Development to obtain all necessary approvals in respect
of the Tintic Acquisition and the 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: (i) the news release announcing the Tintic
Acquisition dated January 25, 2022; and (ii) the filing statement
dated November 20, 2020, both of which are 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.
Osisko Development (TSXV:ODV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Osisko Development (TSXV:ODV)
Historical Stock Chart
From Jul 2023 to Jul 2024