Falco Announces Amendments to the Senior Loan With Osisko
Falco Announces Amendments to the Senior Loan With Osisko
MONTREAL, Nov. 25, 2019 -- Falco Resources Ltd. (TSX.V: FPC) (“Falco” or the “Corporation”) is pleased to announce that,
the Corporation and Osisko Gold Royalties Ltd (“Osisko”) agreed to amend the $10 million senior loan (the “Senior Loan”)
entered into by the Corporation on February 22, 2019.
The Senior Loan shall be amended by increasing the principal amount by $5.9 million (the “Increased Principal Amount”) from
$10 million to $15.9 million (the “Principal Amount”) and the maturity date will be extended from December 31, 2019 to
December 31, 2020. Osisko shall be entitled to withhold and set-off from the Increased Principal Amount a sum of $0.9 million
representing the current accounts payable owing to Osisko by the Corporation, so that, on a net basis, Osisko will make an
amount of $5.0 million available to Falco for withdrawal. Under the terms of the Senior Loan, interest shall be payable on the
Principal Amount at a rate per annum that is equal to 7%, compounded quarterly.
The Increased Principal Amount will be used for the advancement of the Horne 5 Project, reimbursement to Osisko for services
rendered and for general corporate purposes.
The amendment to the Senior Loan is considered to be a “related party transaction” under Regulation 61-101 respecting
Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) but is exempted from the requirements to
obtain a formal valuation pursuant to section 5.5(b) of Regulation 61-101, as the common shares of Falco (the “Common
Shares”) are not listed on any of the specified markets. The transaction is also exempted from the requirement to obtain
minority approval pursuant to 5.7(1)f) of Regulation 61-101, as the loan (i) is on reasonable commercial terms that are not less
advantageous to the Company than if the loan was obtained from an arm’s length party, and (ii) is not convertible, directly or
indirectly, into equity or voting securities of the Company. The independent directors of Falco have approved the Senior Loan.
About Falco
Falco Resources Ltd. is one of the largest mineral claim holders in the Province of Québec, with extensive land holdings in the
Abitibi Greenstone Belt. Falco owns about approximately 67,000 hectares of land in the Rouyn-Noranda mining camp, which
represents 70% of the entire camp and includes 13 former gold and base metal mine sites. Falco’s principal asset is the
Horne 5 Project located in the former Horne mine that was operated by Noranda from 1927 to 1976 and produced 11.6 million
ounces of gold and 2.5 billion pounds of copper. Osisko Gold Royalties Ltd is the largest shareholder of the Corporation and
currently owns 19.9% of the issued and outstanding shares of the Corporation. The Corporation has 207,878,736 shares
issued and outstanding.
For further information, please contact:
Luc Lessard
President and Chief Executive Officer
514-261-3336
Amélie Laliberté
Coordinator, Investor Relations
418-455-4775
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 press release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, “forward-looking
statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are
forward-looking statements, and subject to risks and uncertainties. Generally, forward-looking statements can be identified by
the use of terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”,
“likely” or variations of such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”,
“will be taken”, “occur”, “be achieved” or other similar expressions. Forward-looking statements, including statements
concerning the Company’s use of proceeds from the loan are subject to business and economic factors and uncertainties,
and other factors that could cause actual results to differ materially from these forward-looking statements, including obtaining
of all required authorizations from third parties on terms acceptable to the Company and in a timely manner and those risks
set out in Falco’s public documents, including in each management discussion and analysis, filed on SEDAR
at www.sedar.com. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements
or information. These risks, uncertainties and other factors include, among others, political, economic, environmental and
permitting risks, regulatory restrictions, mining operational and development risks, litigation risks, regulatory restrictions,
environmental and permitting restrictions and liabilities, internal and external approval risks, changes in the use of proceeds
relating to the Senior Loan, currency fluctuations, global economic climate, dilution, share price volatility, competition, loss of
key employees, additional funding requirements, and defective title to mineral claims or property. Although Falco believes that
the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be
placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such
events will occur in the disclosed times frames or at all. Except where required by applicable law, Falco disclaims any
intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events
or otherwise.