Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: 0B51) is pleased to announce the terms of a proposed
"best efforts" private placement offering of up to 7,500,000 common
shares of the Company (each, a "
FT Share") that
will qualify as "flow-through shares" within the meaning of the
Income Tax Act (Canada) (the "
Tax Act") and the
Taxation Act (Québec) at a price of $0.40 per FT Share (the
"
Offering Price") for gross proceeds to the
Company of up to $3,000,000 (exclusive of the Agents' Option (as
defined herein)) (the "
Offering").
The Offering will be completed pursuant to the
terms of an agency agreement to be entered into among the Company
and Velocity Trade Capital Ltd., as lead agent and sole bookrunner
(the "Lead Agent"), for and on behalf of a
syndicate of agents (together with the Lead Agent, the
"Agents"). In connection with the Offering, the
Agents will have an option, exercisable in full or in part, up to
48 hours prior to the closing of the Offering, to raise additional
gross proceeds of up to $500,000 from the offer and sale of up to
an additional 1,250,000 FT Shares at the Offering Price per FT
Share (the "Agents' Option").
In consideration for the services to be rendered
by the Agents in connection with the Offering, the Company has
agreed to: (i) pay the Agents a cash commission equal to 7.0% of
the gross proceeds of the Offering; and (ii) issue to the Agents
such number of non-transferable broker warrants (each, a
"Broker Warrant") as is equal to 7.0% of the
number of FT Shares offered and sold under the Offering. Each
Broker Warrant will entitle the holder thereof to purchase one
common share of the Company at a price of $0.25 per common share
for a period of 18 months from the closing date of the
Offering.
The gross proceeds from the sale of FT Shares
will be used to incur "Canadian exploration expenses" as defined in
subsection 66.1(6) of the Tax Act that (i) qualify as "flow-through
critical mineral mining expenditures" as defined in subsection
127(9) of the Tax Act, and (ii) will be eligible for the two 10%
enhancements under section 726.4.9 and section 726.4.17.1 of the
Taxation Act (Québec) (the "Qualifying
Expenditures"). Such Qualifying Expenditures will be
renounced to the subscribers of the FT Shares with an effective
date not later than December 31, 2023, in the aggregate amount of
not less than the total amount of gross proceeds raised from the
issue of FT Shares. The Company intends to use the gross proceeds
of the Offering to fund exploration activities at the Gaspé
property, which includes the site of the past-producing Gaspé
copper mine (the "Gaspé Copper Property"), located
near Murdochville, Québec.
The Offering is expected to close on or about
July 12, 2023, or such other date or date(s) as the Company and the
Lead Agent may agree, and remains subject to the receipt of all
necessary approvals, including, but not limited to, the conditional
approval of the TSX Venture Exchange (the
"Exchange").
Subject to compliance with applicable regulatory
requirements and in accordance with National Instrument 45-106 –
Prospectus Exemptions ("NI 45-106"), the FT Shares
will be offered for sale to purchasers in each of the Provinces and
Territories of Canada in reliance on the "listed issuer financing
exemption" in accordance with the requirements of Part 5A of NI
45-106 (the "LIFE Exemption"). The FT Shares
issued under the Offering in reliance on the LIFE Exemption will
not be subject to resale restrictions pursuant to applicable
Canadian securities laws.
There is an offering document related to the
Offering that can be accessed on SEDAR (www.sedar.com) under the
Company's issuer profile and on the Company's website
(www.osiskometals.com). Prospective investors should read this
offering document before making an investment decision.
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.
Qualified Person
The scientific and technical information
included in this news release has been reviewed and approved by Mr.
Robert Wares, the Chairman and CEO of the Company, and a "qualified
person" within the meaning of NI 43-101 (as defined herein).
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 Canada Pine B.V. 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 $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 and Pine Point Mining Limited
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 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
("NI 43-101")) 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.
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.comwww.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,
the Gaspé Copper Mine, and the Offering, 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 timing and ability for
the Company to complete the Offering (if at all) and on the terms
announced; the use of proceeds of the Offering; the tax treatment
of the FT Shares; the timing of the renouncement of the Qualifying
Expenditures in favour of subscribers; the ability of the Company
to obtain the approval of the Exchange in respect of the Offering;
and the timing and ability (if at all) of the Company to complete
the acquisition of the Gaspé Copper Mine.
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;
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 information will prove to be accurate, as actual results and
future events could differ materially from those anticipated by
such information. 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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