Falco Announces Election of Directors and Closing of Its Senior Debt Transactions
For Immediate Release TSX.V - FPC
FALCO ANNOUNCES ELECTION OF DIRECTORS AND CLOSING
OF ITS SENIOR DEBT TRANSACTIONS
(January 24, 2023) Montreal, Québec - Falco Resources Ltd. (TSX.V: FPC) (“ Falco” or
the “Corporation”) announces that the s ix (6) nominees listed in the management information
circular dated December 12, 2022, were elected as directors of Falco.
Detailed results of the vote for the election of directors held at the annual meeting of shareholders
on January 23, 2023 are set out below:
ITEM No1
Nominee
Votes Cast
FOR
Percentage
(%) of Votes
Cast
FOR
Votes
AGAINST
Percentage
(%) of Votes
AGAINST
Mario Caron 127,181,864 99.043 1,229,537 0.957
Alexander Dann 103,293,327 80.439 25,118,074 19.561
Claude Dufresne 127,226,435 99.077 1,184,966 0.923
Paola Farnesi 127,172,304 99.035 1,239,097 0.965
Luc Lessard 127,156,389 99.023 1,255,012 0.977
Chantal Sorel 127,063,705 98.950 1,347,696 1.050
Appointment and Remuneration of Auditor
PricewaterhouseCoopers, LLP, Chartered Professional Accountants, was appointed as
independent auditor of the Corporation for the ensuing year, with the following results:
ITEM No2
Votes cast
FOR
Percentage
(%) of Votes
Cast
FOR
Votes
WITHHELD
Percentage
(%) of Votes
WITHHELD
Appointment and
Remuneration of Auditor 134,846,926 99.557 599,713 0.443
Long-Term Incentive Plan Resolution
Shareholders approved the ordinary resolution with respect to the approval of the Corporation’s
existing rolling 10% long-term incentive plan and amendments thereto (“LTIP”). The results are
as follows:
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ITEM No3
Votes Cast
FOR
Percentage
(%) of Votes
Cast
FOR
Votes
AGAINST
Percentage
(%) of Votes
AGAINST
Ordinary resolution to
approve the
Corporation’s LTIP 111,117,112 86.532 17,294,289 13.468
Osisko Amendments Resolution
The majority of the disinterested shareholders approved the ordinary resolution with respect to
amending the Corporation’s existing convertible secured senior loan (the “Osisko Loan”) with
Osisko Gold Royalties Ltd (“Osisko”) and the issuance of 10,664,324 warrants of the Corporation
to Osisko, each exercisable for one common share of Falco (each a "Common Share") at an
exercise price of $0.65 and expiring on December 31, 2024 (the “Osisko Warrants”). The results
are as follows:
ITEM No4
Votes Cast
FOR
Percentage
(%) of Votes
Cast
FOR
Votes
AGAINST
Percentage
(%) of Votes
AGAINST
Ordinary resolution of
disinterested
shareholders to approve
the amendment of the
Osisko Loan and the
issuance of the Osisko
Warrants 77,578,348 99.859 109,329 0.141
Closing of Senior Debt Transactions
The Corporation also announces that the transactions previously announced on December 6,
2022 with each of Osisko and Glencore Canada Corporation (“Glencore”) have successfully
closed on the date hereof.
Extension of the Maturity Date of the Osisko Loan
In consideration for the extension of the maturity date of the Osisko Loan , the Osisko Loan has
been amended (i) in order for the accrued interest on the existing Osisko Loan to be capitalized
such that the principal amount of the amended Osisko Loan is now $20,484,195, (ii) to increase
the interest rate of the Osisko Loan from 7% per annum to 8% per annum, and (iii) to reduce the
conversion price of the Osisko Loan from $0.55 to $0.50 per Common Share. In addition, the
10,664,324 warrant s of the Corporation previously held by Osisko, each exercisable for one
Common Share at an exercise price of $0.69 and which expired on November 27, 2022 have
been replaced with 10,664,324 warrants of the Corporation each exercisable for one Common
Share at an exercise price of $0.65 and expiring on December 31, 2024, maturing concurrently
with the Osisko Loan, as amended.
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Extension of the Maturity Date of the Glencore Debenture
In consideration for the extension of the maturity date of the Corporation’s existing senior secured
convertible debenture held by Glencore (the “Glencore Debenture”), the Glencore Debenture
has been amended (i) in order for the accrued interest on the existing Glencore Debenture to be
capitalized such that the principal amount of the amended Glencore Debenture is now
$11,770,710, (ii) to increase the interest rate of the Glencore Debenture from 8% per annum
to 9% per annum and (iii) to reduce the conversion price of the Glencore Debenture from $0.40
to $0.36 per Common Share. In addition, the 15,061,158 warrants of the Corporation held by
Glencore, each exercisable for one Common Share at an exercise price of $0.41 and expiring on
April 27, 2023 have been amended to be exercisable at an exercise price of $0.38 and expiring
on December 31, 2024, maturing concurrently with the Glencore Debenture, as amended
(collectively, the “Glencore Warrants”).
The Common Shares issuable upon conversion of the Osisko Loan and the Glencore Debenture
will be subject to a hold period of four months from the closing date until May 25, 2023 in
accordance with applicable Canadian securities laws. The Osisko Warrants and the Glencore
Warrants (and the underlying Common Shares issuable pursuant thereto) will be subject to a hold
period of four months from the date of issuance of the Osisko Warrants and the Glencore
Warrants, in accordance with applicable Canadian securities laws.
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 approximately 70,000 hectares
of land in the 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
under 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 Development Corp. is Falco’s
largest shareholder owning a 17.3% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
Jeffrey White, LL.B, MBA
Director, Investor Relations
416-274-7762
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.
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Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, “forward looking
statements”) within the meaning of applicable Canadian securities laws. Statements, other than statements of historical
facts, may be forward-looking statements. Generally, forward-looking statements can be identified by the use of
terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or
statements that certain actions, events or results “may”, “could”, “would”, “might”, “will be taken”, “occur” or “be
achieved”, the negative of these terms and similar terminology although not all forward- looking statements contain
these terms and phrases. Forward-looking statements involve risks, uncertainties and other factors that could caus e
actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such
forward-looking statements. These risk s and uncertainties include, but are not limited to, the risk factors set out in
Falco’s annual and/or quarterly management discussion and analysis and in other of its public disclosure documents
filed on SEDAR at www.sedar.com, as well as all assumptions regarding the foregoing. 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 time frame 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.