Osisko Metals Announces Closing of $6.5 Million Royalty Financing ON Pine Point Project
OSISKO METALS ANNOUNCES CLOSING OF $6.5 MILLION
ROYALTY FINANCING ON PINE POINT PROJECT
/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES /
(Montréal, Québec – February 11, 2022) Osisko Metals Incorporated (the "Company" or "Osisko
Metals") (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce that it has
entered into a binding letter agreement with Osisko Gold Royalties Ltd (" Osisko Royalties"),
pursuant to which Osisko Royalties will be granted a further 1.0% net smelter returns royalty
("NSR royalty") on the Pine Point Project in exchange for cash consideration of $6.5 million (the
"NSR Amendment "), subject to the satisfaction of the closing conditions relating thereto,
including the approval of the TSX Venture Exchange.
After giving effect to the NSR Amendment, Osisko Royalties will hold a combined 3.0% NSR
royalty on the Pine Point Project (which is not subject to buy-back rights in favour of Osisko
Metals).
The NSR Amendment is a "related party transaction" for purposes of Multilateral Instrument 61-
101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy
5.9 – Protection of Minority Security Holders in Special Transactions of the TSX Venture
Exchange, as Osisko Royalties is a "related party" (for purposes of MI 61-101) of the Company
by virtue of holding beneficial ownership over more than 10% of the outstanding common shares
of the Company. Osisko Royalties is also considered to be a Non Arm's Length Party of the Issuer
under the policies of the TSX Venture Exchange. The Company is relying on exemptions from
the formal valuation and minority shareholder approval requirements available under MI 61-101.
The Company is exempt from the formal valuati on requirement in section 5.4 of MI 61-101 in
reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar
as it involves interested parties, is not more than the 25% of the Company's market capitalization,
and no securities of the Company are listed or quoted for trading on prescribed stock exchanges
or stock markets. Additionally, the Company is exempt from minority shareholder approval
requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of
the transaction, insofar as it involves interested parties, is not more than the 25% of the
Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy
nor shall there be any sale of any of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the securities in the United States
of America. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may
not be offered or sold within the United States or to, or for account or benefit of, U.S.
Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such registration
requirements is available.
2
About Osisko Metals
Osisko Metals Incorporated is a Canadian exploration and development company creating value
in the base metal space. The Company contro ls one of Canada’s premier past-producing zinc
mining camps, the Pine Point Project, located in the Northwest Territories for which the 2020 PEA
has indicated an after-tax NPV of $500M and an IRR of 29.6%. The 2020 PEA is based on current
Mineral Resource Estimates that are amenable to open pit and shallow underground mining and
consists 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, North West Territories, Canada” dated July
30th, which has been filed on SEDAR. Pine Point 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.
The current Mineral Resources mentioned in this press release conform to NI43-101 standards
and were prepared by independent qualified persons, as defined by NI43-101 guidelines. The
abovementioned Mineral Resources are not Mineral Reserves as they do not have demonstrated
economic viability. The quantity and grade of the reported Inferred Mineral Resources are
conceptual in nature and are estimated based on limited geological evidence and sampling.
Geological evidence is sufficient to imply but not verify geological grade and/or quality of continuity.
Zinc equivalency percentages are calculated using metal prices, forecasted metal recoveries,
concentrate grades, transport costs, smelter payable metals and charges (see respective technical
reports for details).
For further information on this news release, visit www.osiskometals.com or contact:
Robert Wares
Chairman & CEO
Osisko Metals Incorporated
(514) 861-4441
Email: [email protected]
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 closing of the Offering (if at all); the demand for Units (if
any); the use of proceeds of the Offering and the NSR Amendment; the approval of the TSX Venture Exchange
relating to the Offering; 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 Company at the time such assumptions and estimates were
made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Osisko Metals to be materially different from any future results, performance or
achievements expressed or implied by such forward-looki ng information. Such factors include, but are not limited
to, capital and operating costs varying significantly from estimates; the preliminary nature of metallurgical test
results; delays in obtaining or failures to obtain requi red governmental, environmental or other project approvals;
uncertainties relating to the availability and costs of financing needed in the future; changes in equity markets;
inflation; fluctuations in commodity prices; delays in the development of projects; the other risks involved in the
mineral exploration and development industry; and those risks set out in the Company's public documents filed on
3
SEDAR (www.sedar.com) under Osisko Metals' issuer profile. Although the Company 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. The Company 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.
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.