Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: OB51) is pleased to announce that it has closed its
previously-announced "bought deal" brokered private placement
offering (the "
Offering") for aggregate gross
proceeds of C$107.4 million, including the partial exercise the
option granted to the Underwriters (as defined herein). In
connection with the Offering, the Company issued an aggregate of
(i) 70,326,229 flow-through units of the Company ("
FT
Units") consisting of 64,215,117 FT Units at an issue
price of C$0.50 per FT Unit and 6,111,112 FT Units at an issue
price of C$0.54 per FT Unit, for aggregate gross proceeds of
C$35,407,558.98 and (ii) 277,051,466 units of the Company
("
HD Units") at a price of C$0.26 per HD Unit, for
aggregate gross proceeds of C$72,033,381.16.
Each FT Unit is comprised of one common share of
the Company (each, a "Common Share") and one-half
of one Common Share purchase warrant of the Company (each whole
warrant, a "Warrant"), each of which qualifies as
a "flow-through share" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada) and 359.1 of the Taxation Act
(Québec)). Each HD Unit consists of one Common Share and one-half
of one Warrant. Each Warrant entitles the holder thereof to acquire
one Common Share (each, a "Warrant Share") at a
price of C$0.35 per Warrant Share for a period of two years
following the closing date of the Offering.
The Company intends to use the net proceeds from
the HD Units towards the advancement of Company’s assets in Québec
and the Northwest Territories, including the advancement of the
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 critical mineral mining
expenditures" (as both terms are defined in the Income Tax Act
(Canada)) (the "Qualifying Expenditures") related
to the Company's projects in Québec. All 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).
The Offering was led by Canaccord Genuity Corp.
as sole bookrunner together with BMO Nesbitt Burns Inc. and
National Bank Financial, as lead underwriters, for and on behalf of
a syndicate of underwriters that included Scotia Capital Inc., CIBC
World Markets Inc., RBC Dominion Securities Inc. and TD 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.
All securities issued under the Offering are
subject to a hold period expiring four months and one day from the
date hereof. The Offering remains subject to final acceptance of
the TSX Venture Exchange.
Certain directors and officers of the Company
subscribed for an aggregate 3,464,931 HD Units for aggregate gross
proceeds of $900,882.06. Each director and officer of the Company
is considered an "insider" of the Company and, as a result, their
participation under the Offering is considered to be a "related
party transaction" for the purposes of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). 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 insiders,
is not more than 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(1)(a) of MI 61-101 as the fair market value of the
transaction, insofar as it involves insiders, is not more than 25%
of the Company's market capitalization. The Company 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 of insiders therein was 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.
Certain incoming directors and officers of the
Company have also subscribed for an aggregate of 11,208,144 HD
Units under the Offering for an aggregate gross proceeds of
$2,914,177.
The securities offered have not been
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. This
news 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.
Investor Rights Agreement
Concurrently with the closing of the Offering,
the Company and a strategic investor (the "Strategic
Investor") entered into an investor rights agreement,
pursuant to which the Strategic Investor has been granted certain
rights, including the right to board representation in certain
circumstances, the right to participate in future offerings of
securities of the Company, and top-up rights, in each case subject
to certain minimum ownership thresholds and certain other
conditions.
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.
For further information on this news
release, visit www.osiskometals.com or contact:
Robert Wares, Chief Executive Officer of Osisko
Metals IncorporatedEmail: info@osiskometals.com
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 ability for the Company to
obtain the final approval of the TSX Venture Exchange; the
anticipated use of proceeds of the Offering; 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 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.
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