Osisko Metals Announces Closing of $6.5 Million Royalty Financing on Pine Point Project
February 11 2022 - 3:30PM
Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: 0B51) is pleased to announce that it has entered into a
binding letter agreement with Osisko Gold Royalties Ltd
("
Osisko Royalties"), pursuant to which Osisko
Royalties will be granted a further 1.0% net smelter returns
royalty ("
NSR royalty") on the Pine Point Project
in exchange for cash consideration of $6.5 million (the
"
NSR Amendment"), subject to the satisfaction of
the closing conditions relating thereto, including the approval of
the TSX Venture Exchange.
After giving effect to the NSR Amendment, Osisko
Royalties will hold a combined 3.0% NSR royalty on the Pine Point
Project (which is not subject to buy-back rights in favour of
Osisko Metals).
The NSR Amendment is a "related party
transaction" for purposes of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101") and Policy 5.9 – Protection of
Minority Security Holders in Special Transactions of the TSX
Venture Exchange, as Osisko Royalties is a "related party" (for
purposes of MI 61-101) of the Company by virtue of holding
beneficial ownership over more than 10% of the outstanding common
shares of the Company. Osisko Royalties is also considered to be a
Non Arm's Length Party of the Issuer under the policies of the TSX
Venture Exchange. 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
sections 5.5(a) and (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, and no
securities of the Company are listed or quoted for trading on
prescribed stock exchanges or stock markets. 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) 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.
This news release does not constitute an
offer to sell or a solicitation of an offer to buy nor shall there
be any sale of any of the securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful, including any
of the securities in the United States of America. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act") or any state
securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
About Osisko Metals
Osisko Metals Incorporated is a Canadian
exploration and development company creating value in the base
metal space. The Company controls one of Canada’s premier
past-producing zinc mining camps, the Pine Point Project, located
in the Northwest Territories for which the 2020 PEA has indicated
an after-tax NPV of $500M and an IRR of 29.6%. The 2020 PEA is
based on current Mineral Resource Estimates that are amenable to
open pit and shallow underground mining and consists of 12.9Mt
grading 6.29% ZnEq of Indicated Mineral Resources and 37.6Mt
grading 6.80% ZnEq of Inferred Mineral Resources. Please refer to
the technical report entitled “Preliminary Economic Assessment,
Pine Point Project, Hay River, North West Territories, Canada”
dated July 30th, which has been filed on SEDAR. Pine Point 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 current Mineral Resources mentioned in this
press release conform to NI43-101 standards and were prepared by
independent qualified persons, as defined by NI43-101 guidelines.
The abovementioned Mineral Resources are not Mineral Reserves as
they do not have demonstrated economic viability. The quantity and
grade of the reported Inferred Mineral Resources are conceptual in
nature and are estimated based on limited geological evidence and
sampling. Geological evidence is sufficient to imply but not verify
geological grade and/or quality of continuity. Zinc equivalency
percentages are calculated using metal prices, forecasted metal
recoveries, concentrate grades, transport costs, smelter payable
metals and charges (see respective technical reports for
details).
For further information on this news
release, visit www.osiskometals.com
or contact:
Robert WaresChairman & CEOOsisko Metals Incorporated (514)
861-4441Email: info@osiskometals.com www.osiskometals.com |
|
Cautionary Statement on Forward-Looking
Information
This news release contains "forward-looking
information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates,
projections and interpretations as at the date of this news
release. The information in this news release about the closing of
the Offering (if at all); the demand for Units (if any); the use of
proceeds of the Offering and the NSR Amendment; the approval of the
TSX Venture Exchange relating to the Offering; and any other
information herein that is not a historical fact may be
"forward-looking information". Any statement that involves
discussions with respect to 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", "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 to 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 forward-looking information is based on
reasonable assumptions and estimates of management of the Company
at the time such assumptions and estimates were made, and involves
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Osisko
Metals to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking information. Such factors include, but are not
limited to, capital and operating costs varying significantly from
estimates; the preliminary nature of metallurgical test results;
delays in obtaining or failures to obtain required governmental,
environmental or other project approvals; uncertainties relating to
the availability and costs of financing needed in the future;
changes in equity markets; inflation; fluctuations in commodity
prices; delays in the development of projects; the other risks
involved in the mineral exploration and development industry; and
those risks set out in the Company's public documents filed 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 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.
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