OSISKO CRITICAL MINERALS CORPORATION ANNOUNCES C$100 MILLION PRIVATE PLACEMENT OF SPECIAL WARRANTS Gross Proceeds of $100,000,000 to Fund Exploration and Development of New Brunswick Properties Special Warrants Priced at $0.25 per Special Warrant
OSISKO CRITICAL MINERALS CORPORATION ANNOUNCES C$100
MILLION PRIVATE PLACEMENT OF SPECIAL WARRANTS
Gross Proceeds of $100,000,000 to Fund Exploration and Development of New
Brunswick Properties
Special Warrants Priced at $0.25 per Special Warrant
Canaccord Genuity to Act as Lead Agent and Sole Bookrunner
(Toronto, September 16, 2026) – Osisko Critical Minerals Corporation (" OCMC" or the
"Corporation"), a newly incorporated entity and a wholly-owned subsidiary of Osisko Metals
Incorporated ("Osisko Metals") (TSX: OM; OTCQX: OMZNF; FRANKFURT: 0B51), is pleased
to announce a best efforts private placement (the "Private Placement") of special warrants of the
Corporation (the "Special Warrants") at a price of $0.25 per Special Warrant for gross proceeds
of $100,000,000. The Private Placement will be led by Canaccord Genuity Corp. (" Canaccord
Genuity"), acting as lead agent and sole bookrunner, on behalf of a syndicate of agents
(collectively, the "Agents").
Incoming CEO John Burzynski commented: "We have had a tremendous reception for OCMC
in the capital markets, and the strong investor interest in our new critical minerals company
reflects confidence in our exploration portfolio and the significant opportunity we see in New
Brunswick. We look forward to completing this offering to capitalize this new venture and to
advancing our aggressive exploration program on these highly prospective copper assets."
Private Placement Terms
Upon satisfaction of the release conditions described below (the " Release Conditions"), each
Special Warrant shall automatically convert, without payment of additional consideration, into one
unit of the Corporation (each, a " Unit"), with each Unit consisting of one common share of the
Corporation (each, a "Common Share") and one-half of one common share purchase warrant of
the Corporation (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire
one Common Share at an exercise price of $0.35 per share for a period of 24 months following
the closing date of the Private Placement (the "Closing Date").
The Release Conditions shall mean (i) the receipt for a final prospectus (the " Qualifying
Prospectus") qualifying the distribution of the Common Shares and Warrants underlying the
Special Warrants being issued by the securities regulatory authorities in the provinces of Canada
in which the Special Warrants are sold; and (ii) the TSX Venture Exchange (the " Exchange")
granting conditional approval to list the Common Shares and Warrants, on or before the date that
is 180 days following the Closing Date.
The Corporation intends to use the net proceeds of the Private Placement to fund: (i) exploration
and development costs of the properties located in New Brunswick, Canada (the " Properties");
and (ii) general working capital and corporate expenses.
The Private Placement is expected to close on or about November 17, 2026 or such other date
as may be mutually agreed upon between Canaccord Genuity and the Corporation (the "Closing
Date").
The Corporation shall use its best efforts to satisfy the Release Conditions as soon as practicable
following the Closing Date.
New Brunswick Properties
The Properties comprise an aggregate of 2,972 mineral claim units (approximately 645 square
kilometres) staked by the Osisko Metals and claims which it has an option to acquire pursuant to
three separate option agreements (collectively, the " Option Agreements ", entered into on
January 9, 2026; April 20, 2026; and September 9, 2026 respectively). In connection with the
transaction, the Option Agreements will be assigned to the Corporation in exchange for common
shares of Corporation. The Properties include several large-scale mineral exploration targets
prospective for copper, silver and gold, underlain by highly prospective geology similar in context
to the nearby Gaspé Copper Project, and are more particularly described in the news release of
Osisko Metals dated September 15, 2026 and titled "Osisko Metals to Create New Critical
Minerals Company".
Additional Information
Bennett Jones LLP is acting as legal advisors to the Corporation in connection with the Go-Public
Transaction.
Cassels Brock & Blackwell LLP is acting as legal advisors to the Agents in connection with the
Private Placement.
Additional Information
There is no certainty that the Private Placement will be completed on the terms proposed, or at
all. Completion of the Private Placement is subject to a number of conditions, including:
completion of legal and tax structuring; completion of financial analysis; negotiation and execution
of definitive documentation; and required regulat ory approvals. There can be no assurance that
any securities of the Corporation will be listed on any stock exchange.
Scientific and Technical Disclosure
Qualified Person
The scientific and technical information within this news release was reviewed and approved by Jared
Hansen, P.Geo., a "qualified person" within the meaning of NI 43-101 – Standards of Disclosure for Mineral
Projects ("NI 43-101") who is not independent of Osisko Metals for purposes of Section 1.5 of NI 43-101.
About Osisko Critical Minerals Corporation
Osisko Critical Minerals Corporation is a newly incorporated Canadian mineral exploration company
focused on the discovery and development of copper and critical minerals deposits. The Corporation's
principal assets are the Properties, comprising approxim ately 645 square kilometres of mineral claims in
northern New Brunswick, Canada. The Properties include the NB Copper Project, which hosts large-scale
exploration targets for bulk-tonnage copper deposits in a geological setting analogous to the nearby Gaspé
Copper Project. OCMC is led by John Burzynski as Chief Executive Officer and is a wholly-owned
subsidiary of Osisko Metals Incorporated pending completion of the Private Placement.
For further information on this news release, contact:
Don Njegovan, President
Email: [email protected]
Phone: (416) 500-4129
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking inform ation" within the meaning of applicable Canadian
securities legislation based on expectations, estimates and projections as at the date of this news release.
Any statement that involves predictions, expectat ions, interpretations, beliefs, plans, projections,
objectives, assumptions, future events or performan ce (often, but not always, using phrases such as
"expects" or "does not expect", "is expected", "inter preted", "management's view", "anticipates" or "does
not anticipate", "plans", "budget", "scheduled", "forecas ts", "estimates", "potential", "feasibility", "believes"
or "intends", or variations of such words and phrases, or stating that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, 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 news
release contains forward-looking information pertaining to, among other things: statements with respect to
the terms, timing and outcome of the Private Plac ement, including the expected closing date; that the
Corporation will use the proceeds from the Private Placement to fund exploration and development of the
Properties and general working capital; the timing of the satisfaction of the Release Conditions; the
anticipated listing of the Common Shares and Warrant s on the TSX Venture Exchange; the pre-closing
steps to be completed by Osisko Metals, including t he transfer of the Properties and the subscription for
Units; Osisko Metals' retention of an interest in the Corporation; receipt of the required regulatory approvals
in connection with the Private Placement; the antici pated benefits of the Privat e Placement; anticipated
strategic and growth opportunities; and the future plans and objectives of the Corporation.
Forward-looking information is not a guarantee of future performance and is based upon a number of
estimates and assumptions of management, in light of management's experience and perception of trends,
current conditions and expected developments, as we ll as other factors that management believes to be
relevant and reasonable in the circumstances, including, without limitation, assumptions about: completion
of the Private Placement, including the ability of the parties to receive, in a timely manner and on satisfactory
terms, the necessary approvals for the Private Pl acement; completion of the Go-Public Transaction and
satisfaction of the Release Conditions within the required timeframe; the ability of the parties to satisfy, in
a timely manner, the other conditions to the comple tion of the Private Placement; that the anticipated
benefits of the Private Placement will be realized; t hat general business and economic conditions will not
change in a material adverse manner; that financing will be available if and when needed and on reasonable
terms; that third party contractors, equipment and supplies and governmental and other approvals required
to conduct the Corporation's planne d exploration activities will be avai lable on reasonable terms and in a
timely manner; the ability of exploration results, including drilling, to accurately predict mineralization; errors
in geological modelling; insufficient data; equity and debt capital markets; future spot prices of minerals; the
timing and results of exploration and drilling programs ; production costs; politic al and regulatory stability;
the receipt of governmental and third party approvals; licenses and permits being received on favourable
terms; sustained labour stability; stability in financial and capital markets; availability of mining equipment
and positive relations with local communities and groups. Forward-looking information involves risks,
uncertainties and other factors that could cause actual events, resu lts, performance, prospects and
opportunities to differ materially from those express ed or implied by such forward-looking information.
Factors that could cause actual results to differ materially from such forward-looking information are set out
in Osisko Metals' public disclosure record on SEDAR+ ( www.sedarplus.ca) under Osisko Metals' issuer
profile.
Although Osisko Metals 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. Osisko Metals 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.