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
MONTRÉAL, December 11, 2024 – Falco Resources Ltd. (TSX.V: FPC) (“ Falco” or
the “Corporation”) announces that the five (5 ) nominees listed in the management information
circular dated November 4, 2024, were elected as directors of Falco.
Detailed results of the vote for the election of directors held at the annual and special meeting of
shareholders on December 10, 2024, are set out below:
ITEM No1
Nominee
Votes Cast
FOR
Percentage
(%) of Votes
Cast
FOR
Votes
AGAINST
Percentage
(%) of Votes
AGAINST
Mario Caron 117,113,938 99.637 426,433 0.363
Alexander Dann 109,446,599 93.114 8,093,772 6.886
Paola Farnesi 117,103,520 99.628 436,851 0.372
Luc Lessard 117,473,626 99.943 66,745 0.057
Chantal Sorel 113,119,685 96.239 4,420,686 3.761
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 122,925,232 99.311 852,564 0.689
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 (“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 LTIP 101,288,332 86.173 16,252,039 13.827
Osisko Amendments Resolution
The majority of the disinterested shareholders approved the ordinary resolution with respect to
the amendment of the Corporation’s existing convertible secured senior loan (the “Osisko Loan”)
with Osisko Gold Royalties Ltd (“ Osisko”) and the issuance of 17,690,237 warrants of the
Corporation to Osisko, each exercisable at any time from and after January 1, 2025 for one
common share of Falco (each a “Common Share”) at an exercise price of $0.58 per Common
Share and expiring on December 31, 2025 (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
70,256,713 99.844 109,858 0.156
Closing of Senior Debt Transactions
The Corporation also confirms that the transactions previously announced on October 7, 2024,
with each of Osisko and Glencore Canada Corporation (“Glencore”) have successfully closed on
the date hereof and will be effective as of December 31, 2024 (the “Effective Date”)
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 was
amended with effect as of the Effective Date in order for (i) the accrued interest on the existing
Osisko Loan up to the Effective Date to be capitalized such that the principal amount of the
amended Osisko Loan is $23,881,821, (ii) the conversion price to be lowered from $0.50 to $0.45
per Common Share, and (iii) the interest rate to be increased from 8% to 9%. The 10,664,324
common share purchase warrants of the Corporation currently held by Osisko, each exercisable
for one Common Share at an exercise price of $0.65 per Common Share, will remain outstanding
in accordance with their terms until their expiry on December 31, 2024. In consideration for the
extension of the maturity date of the Osisko Loan, the Corporation will issue to Osisko, on the
Effective Date, 17,690,237 Osisko Warrants each exercisable at any time from and after January
1, 2025, for one Common Share at an exercise price of $0.58 per Common Share and expiring
on December 31, 2025.
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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 entered into with Glencore (the “ Glencore Debenture”), the Glencore
Debenture was amended with effect as of the Effective Date (the “Amended Glencore
Debenture”) in order for (i) the accrued interest on the existing Glencore Debenture up to the
Effective Date to be capitalized such that the principal amount of the Amended Glencore
Debenture is $13,985,960, (ii) the conversion price to be increased from $0.36 to $0.37 per
Common Share, and (iii) the interest rate to be increased from 9% to 10%. The 15,061,158
common share purchase warrants currently held by Glencore will remain outstanding in
accordance with their terms until their expiry on December 31, 2024. In consideration for the
extension of the maturity date of the Glencore Debenture, the Corporation will issue to Glencore,
on the Effective Date, 19,424,944 common share purchase warrants (the “ New Glencore
Warrants”), each exercisable at any time from and after January 1, 2025, at an exercise price of
(i) $0.38 per Common Share for 15,061,158 of the New Glencore Warrants and (ii) $0.42 per
Common Share for the remaining 4,363,786 New Glencore Warrants, with the New Glencore
Warrants expiring on December 31, 2025.
The New Glencore Warrants and the Amended Glencore Debenture will provide that unless
shareholder approval from disinterested shareholders of the Corporation has been obtained in
accordance with applicable Canadian securities laws and TSX Venture Exchange policies, the
holder of the New Glencore Warrants and Amended Glencore Debenture will not be permitted to
exercise any portion of the New Glencore Warrants or convert any portion of the Amended
Glencore Debenture if, following such exercise or conversion, as applicable, the holder thereof
and its affiliates would own, directly or indirectly, more than 19.9% of the outstanding Common
Shares.
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 Effective Date, in accordance with
applicable Canadian securities laws. The Osisko Warrants and the New Glencore Warrants (and
the underlying Common Shares issuable pursuant thereto) will be subject to a hold period of four
months from the Effective Date, 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 67,000 hectares
of land in the Noranda Mining Camp, which represents 67% of the entire camp and includes 13
former gold and base metal mine sites. Falco’s principal asset is the Falco 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 16.7% interest in the Corporation.
For further information, please contact:
Luc Lessard
President, Chief Executive Officer and Director
514-261-3336
Anthony Glavac
Chief Financial Officer
514-604-9310
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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 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 securities laws. Often, but not always, forward-looking statements can
be identified by words such as “plans”, “expects”, “seeks”, “may”, “should”, “could”, “will”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, “beli eves”, or variations including negative variations thereof of such
words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken
or achieved. These statements are made as of the date of this news release. Forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause the actual results, performance, prospects and
opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks 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.sedarplus.ca, as well
as all assumptions regarding the foregoing. Although the Corporation believes the forward-looking statements in this
news release are reasonable, it can give no assurance that the expectations and assumptions in such statements will
prove to be corr ect. Consequently, the Corporation cautions investors that any forward-looking statements by the
Corporation are not guarantees of future results or performance and that actual results may differ materially from those
in forward-looking statements.