Osisko Metals Incorporated (the "
Corporation" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: OB51) is pleased to announce that it has entered into an
agreement with a syndicate of underwriters led by Eight Capital
(collectively, the “
Underwriters”) who, as lead
underwriter has agreed to purchase, on a bought deal private
placement basis (the "
Offering"):
- No less than
14,815,000 flow-through units of the Corporation ("FT
Units") at a price of $0.54 per FT Unit (the "FT
Unit Issue Price"), for gross proceeds of approximately $8
million, with each FT Unit comprised of (i) one common share of the
Corporation that will qualify as "flow-through shares" (within the
meaning of subsection 66 (15) of the Income Tax Act (Canada))
("FT Shares"), and (ii) one-half-of-one common
share purchase warrant of the Corporation (each whole warrant, a
"FT Warrant"); and
- Up to 4,000,000
FT Shares at a price of $0.50 per FT Share (the "FT Share
Issue Price"), for gross proceeds of approximately $2
million.
Each whole FT Warrant will entitle the holder
thereof to purchase one common share of the Corporation at a price
of $0.57 per share until the close of business on the date which is
60 months from the closing date of the Offering.
The Corporation has also granted to the
Underwriters an option, exercisable, in whole or in part, up to 48
hours prior to the closing of the Offering, to purchase up to an
additional aggregate amount of 2.22 million FT Units at the issue
price and 600,000 FT shares at the issue price for additional gross
proceeds of up to $1,500,000.
The gross proceeds from the Offering will be
used by the Corporation to incur eligible "Canadian exploration
expenses" that will qualify as "flow-through mining expenditures"
(as such terms are defined in the Income Tax Act (Canada)) (the
"Qualifying Expenditures") related to the
Corporation's Pine Point Zinc Project and Gaspé Copper Project. All
Qualifying Expenditures will be renounced in favour of the
subscribers of the FT Shares effective December 31, 2022.
The Corporation has agreed to pay the
Underwriters a cash commission equal to a maximum of 6.5% of the
gross proceeds of the Offering and a number of broker warrants
equal to a maximum of 6.5% of the FT Units and FT Shares purchased
pursuant to the Offering. Each broker warrant will entitle the
holder thereof to purchase one common share of the Corporation at a
price of $0.54 per share until the close of business on the date
which is 24 months from the closing date of The Offering.
The Offering is expected to close on or about
June 16, 2022 and is subject to certain closing conditions
including, but not limited to, the receipt of all necessary
approvals including the conditional listing approval of the TSX
Venture Exchange and the applicable securities regulatory
authorities. The Offering is being made by way of private placement
in Canada. The securities issued under the Offering will be subject
to a hold period in Canada expiring four months and one day from
the closing date of the Offering.
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.
About Osisko Metals
Osisko Metals Incorporated is a Canadian
exploration and development company focused on creating value in
the critical metal space. The Corporation owns one of Canada's
premier past-producing zinc mining camps, the Pine Point Project,
located in the Northwest Territories for which the Pine Point
Project PEA (2020) (as defined herein) has indicated an after-tax
NPV of $500 million and an IRR of 29.6%. The Pine Point Project PEA
(2020) is based on current Mineral Resource Estimates that are
amenable to open pit and shallow underground mining and consist 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, Northwest Territories, Canada" dated
July 30, 2020 (with an effective date of June 11, 2020) (the
"Pine Point Project PEA (2020)"), prepared by BBA
Inc. and WSP Canada Inc., for Osisko Metals and Pine Point Mining
Limited, a copy of which is available on SEDAR (www.sedar.com)
under Osisko Metals' issuer profile. 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.
Furthermore, the Corporation has an option to
purchase, from Glencore Canada, a 100% interest in the
past-producing Gaspé Copper property located near Murdochville in
the Gaspé peninsula of Quebec (see news release of Osisko Metals
dated March 28, 2022 for additional details).
For further information on this news
release, visit www.osiskometals.com
or contact:
Robert Wares, CEOOsisko Metals Incorporated Email:
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 Offering;
the use of the proceeds from the Offering; the timing and ability
of the Corporation to obtain final approval of the Offering from
the TSX Venture Exchange, if at all; the tax treatment of the
Flow-Through Shares; the timing of the renouncement of the
Qualifying Expenditures in favor of the subscribers, if at all; the
prospects of the Pine Point Mining Camp; 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 Corporation, at the time such
assumptions and estimates were made, and involves known and unknown
risks, uncertainties or other factors which may cause the actual
results, performance or achievements of the Corporation to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information. Such factors include, among others, risks relating to
the Offering; volatility in the trading price of common shares of
the Corporation; risks relating to the ability of the Corporation
to obtain required approvals; ability of Osisko Metals to complete
further exploration activities; property interests; the results of
exploration activities; risks relating to mining activities; the
global economic climate; metal prices; dilution; environmental
risks changes in the tax and regulatory regime; community and
non-governmental actions; and those risks set out in the
Corporation's public documents filed on SEDAR (www.sedar.com) under
Osisko Metals' issuer profile. Although the forward-looking
information contained in this news release is based upon what
management believes, or believed at the time, to be reasonable
assumptions, the Corporation cannot guarantee shareholders and
purchasers of securities of the Corporation that actual results
will be consistent with such forward-looking information, as there
may be other factors that cause results not to be as anticipated,
estimated or intended, and neither Corporation nor any other person
assumes responsibility for the accuracy and completeness of any
such forward looking information. The Corporation does not
undertake, and assumes no obligation, to update or revise any such
forward looking statements or forward-looking information contained
herein to reflect new events or circumstances, except as may be
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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