Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: 0B51) is pleased to announce the successful closing of
its previously-announced joint venture transaction with a
subsidiary of Appian Natural Resources Fund III LP
("
Appian"), which resulted in the formation of a
joint venture for the advancement of Osisko Metals' Pine Point
Project (the "
Transaction").
Robert Wares, Chairman & CEO of
Osisko Metals, commented: "We are delighted to have
successfully closed this transaction with Appian, and look forward
to a mutually beneficial and collaborative partnership to rapidly
advance the Pine Point Project for our stakeholders. On behalf of
the Board of Directors of Osisko Metals, we thank our shareholders,
management, advisors and partners for their hard work and
long-standing support."
Michael Scherb, Founder & CEO of
Appian Capital Advisory LLP, commented: "The Pine Point
project is a highly prospective and strategically located project
and Appian is delighted to partner with Osisko Metals on its
development. The work of the Osisko Metals team to date is a credit
to themselves. Appian looks forward to a collaborative partnership
with Osisko Metals, the Pine Point team, surrounding communities
and stakeholders to advance the development of the Pine Point
Project".
As part of the closing of the Transaction:
- Appian has
purchased 20,153,164 common shares of Osisko Metals at a price of
$0.2481 per share for gross proceeds of C$5 million;
- Appian has
purchased share capital of Pine Point Mining Limited (which holds
the Pine Point Project) ("PPML") from Osisko
Metals in exchange for a payment in the amount of C$8.3
million;
- Appian has
subscribed for share capital of PPML in exchange for a payment to
PPML in the amount of C$13.1 million;
- the interim
loan made by Appian to Osisko Metals in the amount of C$6.7 million
has been converted for share capital in PPML.
After giving effect to the Transaction,
Osisko Metals and Appian now hold approximately 74.7% and 25.3%,
respectively, of the share capital of Pine Point Mining Limited
(which holds a 100% interest in the Pine Point
Project).
Subsequent to the closing of the Transaction and
until Appian has acquired an ownership interest of 60% in PPML (the
"Target Ownership Percentage") or until a Final
Investment Decision ("FID") has been reached, all
funding in respect of the Pine Point Project will be made by way of
cash calls issued by the board of PPML to Appian, the quantum and
speed of which are determined at the sole discretion of the board
of directors of PPML. Osisko Metals will not be required to make
any cash contributions to PPML until Appian has reached the Target
Ownership Percentage, following which additional cash calls, if
required, will be satisfied by each of Appian and Osisko Metals on
a pro-rata basis pursuant to approved annual programs and budgets
as determined by the board of PPML.
Initially, the board of PPML will be comprised
of Robert Wares and Gordon Stothart, as nominees of Osisko Metals,
and Adam Fisher and Geoff Cohen (Chairman), as nominees of Appian,
and management will include Jeff Hussey (Chief Executive Officer)
and Anthony Glavac (Chief Financial Officer). There are no
changes contemplated to the board of directors of Osisko Metals in
connection with the Transaction.
As part of closing of the Transaction, the
Company and Appian entered into a Joint Venture Company Agreement
and an Investor Rights Agreement, in substantially the forms
attached to the investment agreement dated February 21, 2023
between the Company and Appian in respect of the Transaction, a
copy of which is available on SEDAR (www.sedar.com) under the
Company's issuer profile.
See below for the biographies of the directors
and officers of PPML:
Geoff Cohen, Director and Chairman of
PPML
Geoff Cohen is the Senior Advisor to Appian in
North America. Prior to joining Appian, Mr. Cohen was Managing
Director and Head of North American Mining Investment Banking at
JPMorgan. During this period, he originated and successfully
executed M&A, debt and equity transactions valued at over US$40
billion. Prior to joining JPMorgan in 2010, Mr. Cohen worked as a
senior professional in the M&A groups of both global and
domestic Canadian investment banks, where he focused on the natural
resources sector. Mr. Cohen holds a B.Sc. in Engineering from
Queen's University and an M.B.A. from the Ivey School of Business
at the University of Western Ontario.
Adam Fisher, Director of
PPML
Adam Fisher is a Principal at Appian Capital
Advisory LLP. Prior to joining Appian in 2019, Mr. Fisher served as
Vice President for Mubadala Investment Company, making and managing
direct private equity investments into companies focused within the
mining, metals, and utilities sectors. Prior to Mubadala, Mr.
Fisher worked as an investment banker within the Natural Resources
Group at Deutsche Bank, responsible for metals and mining client
coverage and execution. Mr. Fisher began his career as a Submarine
Officer in the US Navy, where he was a qualified Nuclear Engineer.
Adam Fisher holds an MBA from Harvard Business School, a Master's
of Science in Electrical Engineering from the Naval Postgraduate
School, and a Bachelor's of Science in Electrical Engineering from
the United States Naval Academy.
Robert Wares, Director of
PPML
Robert Wares is currently the Chairman and Chief
Executive Officer of Osisko Metals, and a professional geologist
with over 40 years of experience in mineral exploration and
development. He was responsible for the discovery of the Canadian
Malartic bulk tonnage gold deposit, which was subsequently
developed by Osisko Mining Inc. into one of Canada's largest gold
producers. Among other awards, Mr. Wares was a co-winner of the
Prospectors and Developers Association of Canada's "Prospector of
the Year Award" for 2007, and was named, together with John
Burzynski and Sean Roosen, as "Mining Men of the Year" for 2009 by
the Northern Miner. Mr. Wares is also Chairman and CEO of Brunswick
Exploration Inc. He holds a Bachelor of Science and an Honorary
Doctorate in Earth Sciences from McGill University, and currently
serves as member of McGill University's Faculty of Science Advisory
Board. Mr. Wares also served for ten years as President and Board
Director of the Ordre des Géologues du Québec and three years on
the Mining Advisory Board with the Autorité des Marchés Financiers
du Québec.
Gordon Stothart, Director of
PPML
Gordon Stothart is an independent consultant
with over 35 years in the mining business. Up until 2022, he
previously spent 14 years with IAMGOLD Corporation, originally as
COO and later moving to the position of President and CEO. Prior to
IAMGOLD Corporation, Mr. Stothart worked in the
Noranda-Falconbridge-Xstrata organization for 21 years in a number
of operational, project, business development and management roles,
including spending nearly 10 years in South America on large base
metal operations and development projects. Mr. Stothart graduated
from the University of British Columbia in 1987 with a Double Major
in Mining and Mineral Process Engineering and later completed a
Falconbridge-sponsored Executive Development Program at the
Universidad Católica de Santiago in Chile. Gord has been involved
in several industry associations and previously served as the Chair
of the Mining Association of Canada (MAC) from 2019 to 2021. Mr.
Stothart is also the current Chair of the non-profit St. Elizabeth
Foundation with a current focus on end-of-life care and
in-community healthcare training and service partnerships with
several First Nations and Inuit communities in Canada.
Jeff Hussey, CEO of PPML
Jeff Hussey, PGeo., is currently the President
and Chief Operating Officer of Osisko Metals, and has over 35 years
of professional experience in the mining industry. As a consultant,
he assisted junior mine development companies by offering
exploration, mining and geo-metallurgical support services,
including Champion Iron Mines. He was with Noranda/Falconbridge for
nineteen years working at the Brunswick No. 12 mine, Gaspé Copper
mines, the Antamina mine start-up in Peru, as well as the Raglan
mine in Northern Québec. As Senior Scientist with the Mining
Technology Group at the Noranda Technology Center in 2002, he
enhanced his network in the metallurgical research and mining
innovation fields.
Anthony Glavac, CFO of PPML
Anthony Glavac is currently the Chief Financial
Officer of Osisko Metals, and has over 20 years of experience in
financial reporting, including over 12 years in the mining
industry. Since 2018, Mr. Glavac has also served as Chief Financial
Officer for Falco Resources Ltd. and previously served as Director,
Financial Reporting and Internal Controls at Dynacor Gold Mines and
Interim Chief Financial Officer at Alderon Iron Ore Corp. In
addition, Mr. Glavac spent 10 years at KPMG, working with both
public and private companies, providing audit, taxation, strategic
advisory and public offering services. Mr. Glavac is also involved
with other public companies in the mining industry.
Advisors
Maxit Capital LP acted as financial advisor to
Osisko Metals and Bennett Jones LLP acted as legal counsel to
Osisko Metals.
McCarthy Tétrault LLP acted as legal counsel to
Appian.
About Osisko Metals
Osisko Metals Incorporated is a Canadian
exploration and development company creating value in the critical
metals space, specifically copper and zinc. The Company is a joint
venture partner with Appian for the advancement of one of Canada's
premier past-producing zinc mining camps, the Pine Point Project,
located in the Northwest Territories, for which the 2022 PEA (as
defined herein) has indicated an after-tax NPV of C$602 million and
an IRR of 25%, based on long-term zinc price of US$1.37/lb and the
current mineral resource estimates that are amenable to open pit
and shallow underground mining. The current mineral resource
estimate in the 2022 PEA consists of 15.7Mt grading 5.55% ZnEq of
indicated mineral resources and 47.2Mt grading 5.94% ZnEq of
inferred mineral resources. Please refer to the technical report
entitled "Preliminary Economic Assessment, Pine Point Project, Hay
River, Northwest Territories, Canada" dated August 26, 2022 (with
an effective date of July 30, 2022), which has been prepared for
Osisko Metals an PPML by representatives of BBA Engineering Inc.,
Hydro-Resources Inc., PLR Resources Inc. and WSP Canada Inc. (the
"2022 PEA"). Please refer to the full text of the
2022 PEA, a copy of which is available on SEDAR (www.sedar.com)
under Osisko Metals' issuer profile, for the assumptions,
methodologies, qualifications and limitations described therein.
The Pine Point Project is located on the south shore of Great Slave
Lake in the Northwest Territories, near infrastructure, paved
highway access, and has an electrical substation as well as 100
kilometres of viable haulage roads already in place.
The Company is also has an agreement to acquire,
from Glencore Canada Corporation, a 100% interest in the
past-producing Gaspé Copper Mine, located near Murdochville in the
Gaspé peninsula of Québec. The Company is currently focused on
resource evaluation of the Mount Copper Expansion Project that
hosts an inferred mineral resource (in accordance with National
Instrument 43-101 – Standards of Disclosure for Mineral Projects)
of 456Mt grading 0.31% Cu (see April 28, 2022 news release of
Osisko Metals entitled "Osisko Metals Announces Maiden Resource at
Gaspé Copper – Inferred Resource of 456Mt Grading 0.31% 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.
About Appian
Appian Capital Advisory LLP is a
London-headquartered investment advisor to long-term value-focused
private equity funds that invest solely in mining and
mining-related companies.
Appian is a leading investment advisor in the
metals and mining industry, with global experience across South
America, North America, Europe, Australia and Africa and a
successful track record of supporting companies to achieve their
development targets, with a global operating portfolio overseeing
nearly 6,300 employees. Appian has a global team of 65 experienced
professionals with presences in London, Toronto, Vancouver, Lima,
Belo Horizonte, Montreal, and Perth, Mexico City and Dubai. The
Appian team, through its private equity funds, has a long history
of successfully bringing mines through development and into
production, having completed 8 mine builds in the last 5 years.
For more information, please visit
www.appiancapitaladvisory.com, or find us on LinkedIn, Instagram
and Twitter.
For further information on this news
release, visit www.osiskometals.com
or contact:
Robert Wares, Chairman & CEO of Osisko Metals
Incorporated(514) 861-4441
Email: info@osiskometals.com www.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
are not statements of historical fact and constitute
forward-looking information. This news release may contain
forward-looking information pertaining to the Pine Point Project,
including, among other things, the results of the 2022 PEA and the
IRR, NPV and estimated costs, production, production rate and mine
life; the expectation that the Pine Point Project will be a robust
operation and profitable at a variety of prices and assumptions;
the ability to identify additional resources and reserves (if any)
and exploit such resources and reserves on an economic basis; the
expected high quality of the Pine Point concentrates; the potential
impact of the Pine Point Project in the Northwest Territories,
including but not limited to the potential generation of tax
revenue and contribution of jobs; the Pine Point Project having the
potential for mineral resource expansion and new discoveries; the
timing and ability for the Pine Point Project to reach construction
decision (if at all(; the estimated costs to take the Pine Point
Project to construction decision (if at all); the ability of the
Company to realize the anticipated benefits of the Transaction; and
the impact to the Company of the disposition of ownership interest
and control in the Pine Point Project, which is a material property
of the Company. There can be no certainty on the timing, costs and
ability for the joint venture parties to take the Pine Point
Project to reach construction decision or pursue planned
exploration and development as presently contemplated.
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: favourable equity and debt capital markets; the
ability and timing for the parties to fund cash calls to advance
the development of the Pine Point Project and pursue planned
exploration and development; future prices of zinc and lead; the
timing and results of exploration and drilling programs; the
accuracy of mineral resource estimates; production costs; operating
conditions being favourable; 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 equipment; the economic viability of the Pine Point Project; and
positive relations with local 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.sedar.com) 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 Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
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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