/ Osisko Metals Announces Closing of Fully-Subscribed $10 Million Private Placement 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 FULLY-SUBSCRIBED
$10 MILLION PRIVATE PLACEMENT OF FLOW-THROUGH SHARES
(Montréal, Québec – July 16, 2019) Osisko Metals Incorporated (the "Corporation" or "Osisko Metals")
(TSX-V: OM; FRANKFURT: 0B51; OTCQX: OMZNF) is pleased to announce th at it has closed its previously -
announced "best efforts " brokered private placement, pursuant to which the Corporation sold an
aggregate of 13,553,114 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") for
aggregate gross proceeds of approximately $10 million (the "Offering"). Under the Offering, 6,410,257
Flow-Through Shares were issued at a price of $0.78 per Flow -Through Share for gross proceeds of
approximately $5 million and 7,142,857 Flow-Through Shares were issued at a price of $0 .70 per Flow -
Through Share for gross proceeds of approximately $5 million.
The Offering was led by Canaccord Genuity Corp. on behalf of a syndicate of agents that included Haywood
Securities Inc. (together, the "Agents"). In consideration for their services, the Corporation paid the Agents
a cash commission equal to 5.0% of the gross proceeds of the Offering, provided, however, that no cash
commission was paid to the Agents on proceeds from any Flow -Through Shares purch ased by certain
persons on the "President's List".
The following "insiders" of the Corporation have subscribed for Flow-Through Shares under the Offering:
Insider Insider Relationship
Flow-Through
Shares Purchased
(#)
Subscription Amount
($)
Bryan A. Coates Director or Senior Officer of
10% Security Holder 71,500 $50,050.00
Paul Andrew Dumas Director of Issuer; Senior
Officer of Issuer 29,215 $20,450.50
Joseph Jeffrey Hussey Director of Issuer; Senior
Officer of Issuer 35,714 $24,999.80
Sean Roosen Director or Senior Officer of
10% Security Holder 143,000 $100,100.00
Donald Siemens Director of Issuer 200,000 $140,000.00
Cathy Singer Director of Issuer 14,286 $10,000.20
Robert Wares Director of Issuer 1,116,669 $781,668.30
Totals 1,610,384 $1,127,268.80
Note: (1) Cathy Singer Professional Corp. , a holding company of Ms. Cathy Singer, subscribed under the
Offering.
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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 profile at
www.sedar.com. The Corporation did not file the material change report more than 21 days before the
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 form al 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. Additi onally, 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 t he 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 T ax Act (Canada) (the "Qualifying Expenditures ") related to the Corporation 's projects in
Canada. All Qualifying Expenditures will be renounced in favour of the subscribers of the Flow‐Through
Shares effective December 31, 2019.
All securities issued under the Offering are subject to a four month hold period which will expire November
17, 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 Corporation controls Canada's two premier historical zinc mining
camps: the Pine Point Mining Camp and the Bathurst Mining Camp. The Pine Point Mining Camp is located
on the south shore of Great Slave Lake in the Northwest Territories, near est ablished infrastructure, with
paved highway access and 100 kilometres of mine haulage roads and power substation already in place.
The Pine Point Mining Camp currently hosts an inferred mineral resource (for purposes of National
Instrument 43-101 – Standards of Disclosure for Mineral Projects) of 38.4 Mt grading 4.58% zinc and 1.85%
lead, making it the largest near-surface, pit-constrained zinc deposit in Canada (please refer to the technical
report titled "Mineral Resource Estimate for the Pine Point Lead -Zinc Project, Hay River, Northwest
Territories, Canada" dated as of January 18, 2019, as amended and restated as of January 25, 2019 (with
an effective date of December 20, 2018) prepared by BBA Inc. for Osisko Metals, a copy of which is available
on SEDAR (www.sedar.com) under Osisko Metals' issuer profile). The 2018 -2019 drill holes, once fully
assayed, will be incorporated into the database with the objective of issuing a new resource estimate in
the second half of 20 19. The Pine Point Mining Camp is located on the south shore of Great Slave Lake in
the Northwest Territories, near infrastructure and paved highway access and with 100 kilometres of
haulage roads already in place. The Bathurst Mining Camp is located in northern New Brunswick, with an
indicated mineral resource (for purposes of National Instrument 43 -101 – Standards of Disclosure for
Mineral Projects) of 1.96 Mt grading 5.77% zinc, 2.38% lead, 0.22% copper and 68.9g/t silver (9.00% ZnEq)
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and an inferred mineral resource (for purposes of National Instrument 43-101 – Standards of Disclosure for
Mineral Projects) of 3.85 Mt grading 5.34% zinc, 1.49% lead, 0.32% copper and 47.7 g/t silver (7.96% ZnEq)
in the Key Anacon and Gilmour South deposits. In Québec, Osisko Metals owns 42,000 hectares that cover
12 grass-root zinc targets that will be selectively advanced through exploration in 2019.
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]
www.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 even ts,
results, performance, prospects and opportunities to differ materially from those expressed or implied by
such forward -looking information. Forward -looking information in this news release includes, but is not
limited to, the use of proceeds of the Off ering; 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 f uture 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 release, 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 Ex change 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 authori ty has approved or
disapproved the information contained herein.