Osisko Metals Completes Acquisition of Pine Point
1
OSISKO METALS COMPLETES ACQUISITION OF PINE POINT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Montréal, Québec and Toronto, Ontario (February 23, 2018) – Osisko Metals Incorporated ("Osisko
Metals") (TSX-V:OM) and Pine Point Mining Limited ("Pine Point") (TSX-V:ZINC) are pleased to
announce the successful completion of their previously-announced arrangement pursuant to which, among
other things, (i) Osisko Metals acquired all of the issued and outstanding shares of Pine Point, and (ii) a
newly-formed corporation, Generation Mining Limited ("Spinco"), has been created to hold all of the assets
and liabilities of Pine Point, with the e xception of the Pine Point project lo cated in the Northwest Territories
(the "Pine Point Project"), all of which has been completed by way of a statutory plan of arrangement under
the Business Corporations Act (Ontario) (the "Arrangement").
Under the terms of the Arrangement, each former holder of shares of Pine Point is entitled to receive, in
exchange for each share of Pine Point held immediately prior to the effective time of the Arrangement:
(i) 0.2710 of a common share of Osisko Metals;
(ii) 0.0677 of a common share purchase wa rrant of Osisko Metals, with each whole warrant entitling
the holder thereof to acquire one common share of Osisko Metals at an exercise price of C$1.50
per share for a period of 12 months from the date hereof; and
(iii) one (1) common share of Spinco, which shares will then be consolidated on a 10:1 basis under the
Arrangement.
The acquisition by Osisko Metals of the Pine Point Proj ect furthers its stated stra tegy of consolidating and
developing base metal assets at the mining distri ct scale. "We are please d to have concluded the
transaction with Pine Point, allowing Osisko Metals to advance its goal of becoming a leading base metal
mining company in Canada. We would like to than k Pine Point's Board of Directors, management and
shareholders for their hard work and support th roughout this acquisition, " commented Jeff Hussey,
President and Chief Executive Officer of Osisko Metals.
With the Arrangement now complete, Osisko Metals in tends to cause the common shares of Pine Point to
be delisted from the TSX Venture E xchange and Osisko Metals will appl y to the applicable securities
regulators to have Pine Point cease to be a reporting issuer and to terminate public reporting obligations.
Each of the former directors and officers of Pi ne Point tendered their resignation effective upon the
completion of the Arrangement, and the following individuals have joined Pine Point effective upon the
completion of the Arrangement: Robert Wares (Chairm an, Director), Jeff Huss ey (President, Chief
Executive Officer and Director) an d Paul Dumas (Chief Financial O fficer, Corporate Secretary and
Director).
Further details regarding the Arrangement are set out in the management information circular of Pine Point
dated January 17, 2018, which is available on SEDAR under Pine Point's issuer profile at www.sedar.com.
About Osisko Metals Incorporated
Osisko Metals is a Canadian exploration and devel opment company creating value in the base metal
space with an emphasis on zinc mineral assets. To date, Osisko Metals has consolidated over 63,000
hectares in the historical world-class Bathurst Mining Camp, located in northern New Brunswick, in which it
is focused on upgrading and expanding 6 historical depo sits. As a result of completing the Arrangement,
Osisko Metals has acquired Pine Point, and now holds a 100% interest in the historical Pine Point mining
camp located in the Northwest Territories of Canada. Osisko Metals' strategy in both mining camps is to
develop a multi-deposit asset base that could feed a cent ral concentrator. In Québec, Osisko Metals owns
42,000 hectares that cover 12 grass-root zinc targets that will be selectively advanced through exploration.
2
In parallel, Osisko Metals is monitoring several ba se metal-oriented peers for projects and acquisition
opportunities. Osisko Gold Royalties Ltd (TSX/NYSE: OR) and Osisko Mining Inc. (TSX: OSK) are
significant shareholders of Osisko Metals.
For further information about Osisko Metals, visit www.osiskometals.com or contact:
Jeff Hussey
President & CEO
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
About Pine Point Mining Limited
Pine Point acquired a 100% interest in the Pine Point l ead-zinc project in December 2016. Since that time,
a positive Preliminary Economic Assessment (PEA) on the project showing a robust mining operation
which, over a 13-year mine life, wo uld have an after-tax net present va lue of C$210.5 m illion and internal
rate of return of 34.5%, with a payback of 1.8 years. The study assumed a zinc price of US$1.10 per pound
and a lead price of US$1.00 per pound, and used an exchange rate C$:US$ of 0.75. The Pine Point
Technical Report is based on a mineral resource estimate for the Pine Point Project, which was prepared
in accordance with NI 43-101 with an effective date of April 18, 2017.
For further information about Pine Point, please contact:
Jeff Hussey
President & CEO
Pine Point Mining Limited
(514) 861-4441
Email: [email protected]
www.osiskometals.com
For further information about Generation Mining Limited, please contact:
Jamie Levy
President & CEO
Generation Mining Limited
(416) 567-2440
Email: [email protected] or [email protected]
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking info rmation" within the meaning of applicable Canadian
securities legislation based on expectations, estimates a nd projections as at the date of this news release.
Forward-looking information involves risks, uncertaint ies 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. In this news rele ase, forward-looking statements relate to, among other
things, Osisko Metals' goal of becoming a leading base metal mining company in Canada; the timing and
ability of Osisko Metals to cause the shares of Pi ne Point to be delisted from the TSX Venture Exchange;
the filing of an application by Pine Point to cease to be a reporting issuer and to terminate its public
reporting requirements; the length of the current market cycle and requirements for an issuer to survive in
the current market cycle; future growth potential of Osisko Metals and its business; and future mine
development plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of
Osisko Metals and Pine Point, as the case may be, at t he time such statements were made. Actual future
results may differ materially as forward-looking statements involve known and unknown risks, uncertainties
3
and other factors which may cause the actual results, performance or achievements of Osisko Metals or
Pine Point, as the case may be, to materially differ from any future results, performance or achievements
expressed or implied by such forward-looking statement s. Such factors, among other things, include: the
synergies expected from the Arrang ement not being realized; business integration risks; fluctuations in
general macroeconomic conditions; fluctuations in securi ties markets and the market price of the common
shares of Osisko Metals; fluctuations in spot and forward prices of zinc, gold, silver, base metals or certain
other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar
exchange rate); change in national and local governmen t, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards , industrial accidents, unusual or unexpected
formations, pressures, cave-ins and flooding); inab ility to obtain adequate insurance to cover risks and
hazards; the presence of laws and regulations that ma y impose restrictions on mining; employee relations;
relationships with and claims by local communities and indigenous populations; availability of and
increasing costs associated with mi ning inputs and labour; the speculat ive nature of mineral exploration
and development (including the risks of obtaining nec essary licenses, permit s and approvals from
government authorities); title to properties; and those risks set out in each of Osisko Metals' and Pine
Point's public documents filed on SEDAR at www.sedar.com. Although the forward-looking statements
contained in this news release are based upon what management of Osisko Metals and/or Pine Point, as
the case may be, believes, or believed at the time, to be reasonable assumptions, Osisko Metals and/or
Pine Point, as the case may be, cannot assure shareholders that actual results will be consistent with such
forward-looking statements, as there may be other fact ors that cause results not to be as anticipated,
estimated or intended. Both Osisko Metals and Pine Point disclaim any intention or obligation to update or
revise any forward-looking information, whether as a re sult 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.