/ Osisko Metals Announces Closing of $7.5 Million "Bought Deal" Financing of Flow-Through Shares
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/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /
OSISKO METALS ANNOUNCES CLOSING OF $7.5 MILLION
"BOUGHT DEAL" FINANCING OF FLOW-THROUGH SHARES
(Montréal, Québec – November 6, 2018) Osisko Metals Incorporated (the " Corporation" or " Osisko
Metals") (TSX-V:OM; FRANKFURT: OB5) is pleased to announce that it has closed its previously announced
"bought deal" private placement of 9,946,369 common shares of the Corporation that will qualify as "flow-
through shares" (within the meaning of subsection 66 (15) of the Income Tax Act (Canada)) ("Flow-Through
Shares") at a price of $0.75 per Flow -Through Share for aggregate gross proceeds of $7,459,776.75 (the
"Offering").
The Offering was led by Canaccord Genuity Corp. on behalf of a syndicate of underwriters that included
Macquarie Capital Markets Canada Ltd. (collectively, the "Underwriters"). In connection with the Offering,
the Corporation paid the Underwriters a cash commission equal to 5.0% of the gross proceeds of the
Offering, provided, however, that no cash commission was paid to the Underwriters on proceeds from any
Flow-Through Shares purchased by certain persons on the "President’s List".
The following "insiders" of the Corporation have subscribed for Flow-Through Shares under the Offering:
Insider Insider Relationship
Flow-Through
Shares Purchased
(#)
Subscription Amount
($)
Bryan A. Coates Director or Senior Officer of
10% Securityholder 34,000 $25,500
Robert Wares Director of Osisko Metals 1,600,000 $1,200,000
Claude R. Charron Director of Osisko Metals 15,000 $11,250
André Gaumond Director or Senior Officer of
10% Securityholder 200,000 $150,000
André Le Bel Director or Senior Officer of
10% Securityholder 40,000 $30,000
Elif Lévesque Director or Senior Officer of
10% Securityholder 40,000 $30,000
Totals 1,929,000 $1,446,750
Each subscription by an "insider" is considered to be 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. Pursuant to MI 61-101, the Corporation has filed a material change report providing disclosure
in relation to each "related party transaction" on SEDAR under Osisko Metals' issuer profil e at
www.sedar.com. The Corporation did not file the material change report more than 21 days before the
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expected closing date of the Offering as the details of the Offering and the participation therein by each
"related party" of the Corporation were not settled until shortly prior to the closing of the Offering, and
the Corporation wished to close the Offering on an expedited basis for sound business reasons. The
Corporation is relying on exemptions from the formal valuation and minority shareholder approval
requirements available under MI 61-101. The Corporation is exempt from the formal valuation 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 Corporation's
market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed
stock exchanges or stock markets. Additionally, the Corporation 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 Corporation's
market capitalization.
The gross proceeds from the Offering will be used by the Corporation to incur eligible "Canadian
exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are defined in
the Income Tax Act (Canada) (the " Qualifying Expenditures ") related to the Corporation's projects in
Canada. All Qualifying Expenditures will be renounced in favour of the subscrib ers of the Flow -Through
Shares effective December 31, 2018.
All securities issued under the Offering are subject to a four month hold period which will expire March 7,
2019. The Offering is subject to final acceptance of the TSX Venture Exchange. The securities offered have
not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Osisko Metals
Osisko Metals is a Canadian exploration and development company creating value in the base metal space
with a focus on zinc mineral assets. The Company controls Canada’s two premier zinc mining camps in
Canada, namely the Pine Point Mining Camp (“PPMC”) located in the Northwest Territories (22,000 ha) and
the Bathurst Mining Camp (“BMC”), located in northern New Brunswick (63,000 ha). The Company is
currently drilling in both mining camps for a combined 100,000 metre program. The focus of these
programs is to upgrade historical resources to comply with NI 43-101 regulations and also on exploration
around historical deposits. Brownfield exploration includes new innovative 3D compilation techniques,
updated geological interpretation, and modern geophysics. In Québec, the Company owns 42,000 hectares
that cover 12 grass -root zinc targets that will be selectively advanced through exploration. In parallel,
Osisko Metals is monitoring several base metal-oriented peers for opportunities.
For further information on Osisko Metals, visit www.osiskometals.com or contact:
Paul Dumas
Executive VP, Finance
Osisko Metals Incorporated
(514) 861-4441
Email: [email protected]
www.osiskometals.com
Christina Lalli
Director, Investor Relations
Osisko Metals Incorporated
(514) 861-4441
Email: [email protected]
ww.osiskometals.com
Cautionary Statement on Forward-Looking Information
This news release contains "forward- looking information" within the meaning of applicable Canadian
securities legislation based on expectations, estimates and projections as at the date of this news release.
Forward-looking information involves risks, uncertainties and other factors that could cause actual events,
results, performance, prospects and opportunities to differ materially from those expressed or implied by
such forward-looking information. Forward- looking information in this news rel ease includes, but is not
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limited to, the use of proceeds of the Offering; the timing and ability of the Corporation, if at all, to obtain
final approval of the Offering from the TSX Venture Exchange; the tax treatment of the Flow- Through
Shares; the timing of the tax renunciation to the subscribers, objectives, goals or future plans; statements
regarding exploration results and exploration plans. Factors that could cause actual results to differ
materially from such forward-looking information 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 required 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 Corporation's public documents
filed on SEDAR at www.sedar.com . Although the Corporation 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 releas e, and no
assurance can be given that such events will occur in the disclosed time frames or at all. The Corporation
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. No stock exchange, securities commission or other regulatory authority has approved or
disapproved the information contained herein.