Osisko Metals Announces Signing of an Option Agreement to Acquire Gaspé Copper MINE from Glencore Canada
OSISKO METALS ANNOUNCES SIGNING OF AN OPTION AGREEMENT
TO ACQUIRE GASPÉ COPPER MINE FROM GLENCORE CANADA
(Montreal – March 28, 2022) Osisko Metals Incorporated (the “Company” or “Osisko Metals”)
(TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce that it signed, on
March 25 2022, a binding term sheet with Glencore Canada Corporation (“ Glencore” and
collectively the “ Parties”), providing Osisko Metals with an option (the “ Option”) to acquire a
100% interest in the past-producing Gaspé Copper Mine (“Gaspé Copper”) located near
Murdochville, Québec for an up-front payment of US$25 million, to be paid by Osisko Metals by
way of a convertible note issued to Glencore upon the successful closing of the transaction, and
a cash payment of US$20 million, payable upon start of commercial production. The Company
must also incur drilling costs of C$5 million before June 30, 2022, to test oxidation levels within
the mineralization that surrounds the historical Mount Copper open pit deposit.
Gaspé Copper Option Overview
Assuming exercise of the Option, the acquisition by Osisko Metals of Gaspé Copper could provide
the following benefits to the Company:
• Transformational acquisition for the Company, providing shareholder exposure to a
significant copper development asset that is located in a safe jurisdiction with an excellent
track record of mine permitting, especially for metals critical to global decarbonization
objectives;
• Substantial exploration and resour ce development potential at Gaspé Copper, which
includes the past -producing Mount Copper open pit mine, the higher-grade Needle
Mountain and E-Zone underground mines, as well as the undeveloped Porphyry Mountain
bulk tonnage deposit;
• Drill program to start in April 2022 for the purpose of validating an internal resource model
and the oxidation levels of mineralization at the Mount Copper deposit, which is a critical
phase of due diligence on the project that will lead to a decision on whether to exerci se
the Option before June 30 2022, and
• Supportive infrastructure necessary for mine development is already in place, including
green hydroelectric power with an electrical substation on the former mine site.
Osisko Metals will host a conference call at 10:00AM ET. Participants are requested to log in 15
minutes prior to the call using the following numbers:
Participant Toll-Free Dial-In Number:1 (888) 880-5501
Participant Toll Dial-In Number:1 (438) 800-1833
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A digital recording of the conference call will be available for replay two hours after the call's
completion until March 31st 2022. To access the recording, please use the dial-in number listed
below and the following conference ID 3093894.
Toll Free Dial in Number: 1- 800- 770- 2030
Toll Dial in Number: 1- 647- 362- 9199
Robert Wares, Chairman & CEO, commented: “ Gaspé Copper was a significant copper
producer in Eastern Canada for over forty years, and we believe in the potential to unlock value
from this asset through drilling and re-evaluation of remaining resources. If our internal model is
validated, we expect to close the transaction and release a maiden Inferred Mineral Resource
estimate on the Mount Copper deposit this year.”
“The successful closing of this transaction will give Osisko Metals shareholders significant copper
exposure and make Glencore a major shareholder of the Company. W e welcome the new
partnership with Glencore and look forward to other collaborative opportunities that the
partnership may bring. In addition to the ongoing development of our Pine Point zinc-lead project,
we are convinced that this combination of projects will cement Osisko Metals’ position as one of
the premier base metal development companies in Canada. Our combined expertise will allow us
to rapidly advance both projects and create shareholder value in safe jurisdictions with a
celebrated mining history.”
Transaction Overview
• Glencore has granted Osisko Metals an exclusive Option to acquire 100% of its interest
in the past-producing Gaspé Copper mine, subject to the following terms:
o The Company incurring drilling costs of C$5 million to test oxidation levels within
the mineralization that surrounds the historical Mount Copper open pit deposit;
o Completion by the Parties of all necessary due diligence inquiries of the other
Party, and negotiating any outstanding matters by the Parties, and
o Provide a letter indicating its intent to exercise the option by June 30, 2022.
• The Parties will work toward finalizing and signing a Definitive Agreement and all related
documents no later than May 16, 2022, which will only become effective upon exercise of
the Option.
• Once Osisko Metals has exercised the Option, if at all, and the Definitive Agreement and
all related documents are signed by the Parties, then the Parties will have three months
(on or before September 30, 2022) to close the transaction, including the payment by
Osisko Metals to Glencore of the US$25 million purchase price. The payment will be paid
by way of issuance of a convertible note to Glencore.
• The note will be convertible by Glencore into units of Osisko Metals at a price of $0.40 per
unit. Each unit will consist of one share and a half-warrant. Each whole warrant will entitle
Glencore to acquire one common share of Osisko Metals at a price of $0.46 per share for
a period of 3 years.
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• Glencore will retain a 1% NSR on the Mount Copper sulphide deposit and a 3% NSR on
all other mineral products extracted from the property.
• Osisko Metals will incur a total of C$55 million in exploration and development
expenditures, including permitting expenditures, over a period of four years of the date of
the Definitive Agreement, with a minimum of C$20 million to be incurred within the first
two years of the date of the Definitive Agreement.
• Glencore will retain a commercially reasonable offtake for 100% of concentrates produced
during the renewed life of mine at Gaspé Copper.
• Osisko Metals will pay to Glencore an additional cash consideration of US$20M upon
commencement of commercial production at Gaspé Copper.
The Option and acquisition by Osisko Metals of a 100% interest in Gaspé Copper remain subject
to, among other things, the approval of (i) the TSX Venture Exchange, and (ii) the shareholders
of Osisko Metals to authorize Glencore to become, upon and only upon conversion of the note, a
"control person" of the Company.
History of Gaspé Copper Mines
From the initial discoveries in 1921, Gaspé Copper (formerly subsidiary of Noranda Inc.) mined
the porphyry copper/skarn complex and produced copper concentrate continuously from 1955
until the closure of the mine in 1999. Production started with the Needle Mountain open pit then
expanded to operating the Mount Copper open pit that was supplemented with feed from the
extensive high-grade underground skarn mineralization (B and C Zone deposits) as well as the
massive sulfide skarn and manto deposits of the underground E Zone.
During its mine life, a total of 150 million tonnes grading an average of 0.87% Cu with minor gold
and silver credits was extracted (Hussey&Bernard, SME Journal, August 1998), making it one of
the largest copper operations in Eastern Canada.
Location and Infrastructure
Gaspé Copper is located next to the community of Murdochville, in the Gaspé Peninsula of
Eastern Quebec, approximately 825km east of Montreal. All necessary support infrastructure for
the potential re-opening of Gaspé Copper is already in place. The former mine site benefits from
paved road access with local highway 198 linking Murdochville with the coastal community of
Gaspé. Green hydroelectric power with an electrical substation is located on-site.
Qualified Person
Mr. Jeff Hussey, P. Geo., is the Qualified Person and President /COO for Osisko Metals
Incorporated. He is responsible for the technical data reported in this news release and he is a
Professional Geologist registered in Quebec.
About Osisko Metals
Osisko Metals Incorporated is a Canadian exploration and development company creating value
in the base metal space. The Company controls 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 Pine Point Project PEA is
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based on current Mineral Resource Estimates that are amenable to open pit and shallow
underground mining and consist 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, Northwest
Territories, Canada” dated July 30 2020, which has been filed on SEDAR. The Pine Point Project
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 press release, visit www.osiskometals.com or contact:
Robert Wares, CEO, Osisko Metals, tel. 514-940-0670 ext. 111
Email: [email protected]
www.osiskometals.com
Cautionary Statement Regarding 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
Option; the timing and ability of the Company to exercise the option (if at all); the timing and ability
of the Company and Glencore to execute the Definitive Agreement (if at all); the results of any
exploration work completed by Osisko Metals on Gaspé Copper; the significance (if any) of Gaspé
Copper being a past producer and the results of such past production; the ability of Osisko Metals
(if at all) to complete the required expenditures during the periods to be specified in the Definitive
Agreement; the timing and ability of the Company to obtain regulatory approvals, including the
approval of the TSX Venture Exchange, in respect of the Option and the acquisition of Gaspé
Copper; 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
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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 forw ard-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 or other factors which may cause the actual
results, performance or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking information.
Such factors include, among others, risks relating to the Option; the ability of the Parties to
negotiate and execute the Definitive Agreement; volatility in the trading price of common shares
of the Company; risks relating to the ability of the Company to obtain required approvals; ability
of Osisko Metals to complete further exploration activities; property interests; the results of
exploration activities; risks relating to mining activities; the global economic climate; metal prices;
dilution; environmental risks changes in the tax and regulatory regime; community and non -
governmental actions; and those risks set out in the Company's public documents filed on SEDAR
(www.sedar.com) under Osisko Metals' issuer profile. Although the forward- looking information
contained in this news release is based upon what management believes, or believed at the time,
to be reasonable assumptions, the Company cannot guarantee shareholders and purchasers of
securities of the Company that actual results will be consistent with such forward- looking
information, as there may be other factors that cause results not to be as anticipated, estimated
or intended, and neither Company nor any other person assumes responsibility for the accuracy
and completeness of any such forward looking information. The Company does not undertake,
and assumes no obligation, to update or revise any such forward looking statements or forward-
looking information contained herein to reflect new events or circumstances, except as may be
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.