Osisko Metals Expands Leadership Team and Announces C$100 Million Bought Deal Financing
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OSISKO METALS EXPANDS LEADERSHIP TEAM AND
ANNOUNCES C$100 MILLION BOUGHT DEAL FINANCING
(Montreal, November 18, 2024) Osisko Metals Incorporated (the "Company or "Osisko Metals")
(TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce the expansion of
its leadership team along with a C$100 million bought deal financing (the "Transaction") as the
Company accelerates its strategy of creating a leading critical metals company in North America.
John Burzynski will be appointed to the board of directors of the Company (the " Board") as
Executive Chairman and will lead the C ompany along with Robert Wares , who will continue as
Chief Executive Officer and a Director on the Board. Don Njegovan and Blair Zaritsky will be
appointed as President and Chief Financial Officer of the Company, respectively. Additionally,
Luc Lessard, a director of the Company since 2019, will step down from the Board and Anthony
Glavac will step down as Chief Financial Officer. Mr. Lessard will remain as technical advisor to
the Board.
In conjunction with the Transaction, the Company has entered into an agreement with Canaccord
Genuity Corp. as sole bookrunner and co- lead underwriter together with BMO Capital Markets
and National Bank Financial for a syndicate of underwriters (collectively, the "Underwriters"),
pursuant to which the Underwriters have agreed to purchase, subject to certain conditions,
288,465,000 units of the Company (the "HD Units") at a price of C $0.26 per HD Unit for gross
proceeds of C$75 million and 50,000,000 flow-through units of the Company (the "FT Units") at
a price of C$0.50 per FT Unit for gross proceeds of C$25 million. The aggregate gross proceeds
from issuance of HD Units and FT Units will be C$100 million.
Each HD Unit consists of one common share of the Company (each, a " Common Share") and
one-half of one transferrable common share purchase warrant of the Company (each, a
Warrant"). Each FT Unit consists of one Common Share and one -half of one Warrant, each of
which will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income
Tax Act (Canada) and section 359.1 of the Taxation Act (Québec). Each Warrant will entitle the
holder to purchase one Common Share of the Company at a price of 0.35 per Common Share
for a period of two years following the closing of the Transaction.
The Company has also granted the Underwriters an option (the "Underwriters' Option"),
exercisable in whole or in part, at any time up to the closing date of the Transaction, to acquire
up to an additional C $15 million in any combination of HD Units and FT Units. In consideration
for the Underwriters' services, the Company will pay the Underwriters a cash commission equal
to 5.0% of the gross proceeds of the Transaction (including the additional proceeds realized upon
the exercise of the Underwriters' Option, if applicable).
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The Company intends to use the proceeds of the Transaction towards the advancement of its
Gaspé Copper project to a construction decision, and for general corporate purposes. The gross
proceeds from the FT Units will be used by the Company to incur eligible "Canadian exploration
expenses" that qualify as " flow-through mining expenditures" (as both terms are defined in the
Income Tax Act (Canada)) (the " Qualifying Expenditures") related to the Company's projects
in Québec. The Qualifying Expenditures will be renounced in favour of the subscribers with an
effective date no later than December 31, 2024. In addition, with respect to subscribers who are
eligible individuals under the Taxation Act (Québec), the Qualifying Expenditures will also qualify
for inclusion in the "exploration base relating to certain Québec exploration expenses" within the
meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the "exploration
base relating to certain Québec surface mining exploration expenses " within the meaning of
section 726.4.17.2 of the Taxation Act (Québec).
Closing of the Transaction is expected to take place on or about December 10, 2024 (the
"Closing Date"), and is subject to certain conditions including, but not limited to, the conditional
and final approval of the TSX Venture Exchange. All securities issued under the Transaction will
be subject to a hold period expiring four months and one day from the Closing Date.
The HD Units and FT Units are to be offered for sale by way of private placement in all the
provinces of Canada, pursuant to applicable prospectus exemptions under National Instrument
45-106 – Prospectus Exemptions. The Underwriters will also be entitled to offer the HD Units for
sale to eligible purchasers resident in the United States pursuant to available exemptions from
the registration requirements of the United States Securities Act of 1933, as amended (the "U.S.
Securities Act "), and in those other j urisdictions outside of Canada and the United States
provided that no prospectus filing or comparable obligation arises in such other jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
U.S. Securities Act, or any state securities laws and may not be offered or sold within the United
States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the
U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
Robert Wares, Chief Executive Officer , commented: "We are thrilled to welcome the new
members of the Osisko Metals team whose extensive industry expertise and proven track record
of creating shareholder value will be invaluable as we drive forward with our strategic goals. The
Transaction will provide the capital needed to advance the Gaspé Copper project to a
construction decision in a safe, inclusive and socially responsible manner. With a stronger
balance sheet and an expanded team, we are well -positioned to unlock the full potential of our
assets and achieve success in the coming years. The Board would like to thank Anthony Glavac
and Luc Lessard for their dedication and contributions to the Company and wish them well with
their future endeavors."
John Burzynski, incoming Executive Chairman, commented: "The Gaspé Copper project is one
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of the most promising and largest untapped copper projects in North America. Our team has an
unparalleled track record of value creation in Québec – first with Canadian Malartic and most
recently with Windfall – and we look forward to recreating that success at Gaspé. Shareholders
of Osisko Metals stand to benefit from the growing demand for copper, and will have considerable
exposure to a quickly growing deposit through the Gaspé Copper project . I am excited to
collaborate with the management team and Boar d as we join forces to create a leading critical
metals company in North America. Lastly, we are also pleased to welcome Franco Nevada Corp
as a strategic investor in Osisko Metals."
Osisko Metals Investment Highlights
• Experienced leadership team: Executive team and Board led by John Burzynski and
Robert Wares – a proven team with a strong track record of exploration, project
development and value creation.
• Substantial Critical Metals Exposure in Mining Friendly Jurisdictions : The
Company is focused on copper as it advances one of Canada's premier past-producing
mines – the Gaspé Copper Mine in Murdochville, Québec. Shareholders also retain
exposure to zinc through the Pine Point Mining Limited joint venture and the Pine Point
Mining Camp, located in the Northwest Territories.
• Strong Balance Sheet: The Transaction is expected to fund the Gaspé Copper project
to a construction decision, increase the Company's trading liquidity and enhance its
capital markets presence.
• Aligned with shareholders: Following the Transaction, management and directors of
Osisko Metals will be significant shareholders of the Company.
Key Management Additions
Concurrent with the closing of the Transaction, key management additions will be as follows:
John Burzynski | Executive Chairman – Mr. Burzynski most recently served as the Chairman,
Chief Executive Officer and a director of Osisko Mining Inc., where he led his team in the
discovery, development and sale of the Windfall Gold project to Gold Fields Ltd. for C$2.2 billion.
Mr. Burzynski has over 35 years' experience as a professional geologist on international mining
and development projects. Mr. Burzynski was one of the three original founders of Osisko Mining
Corp., which developed and sold the Canadian Malartic mine in 2014 to an A gnico Eagle Mines
Limited and Yamana Gold Inc. partnership for C$3.9 billion, and created Osisko Gold Royalties
(today a C$5 billion company). Mr. Burzynski was a co -winner together with Sean Roosen and
Robert Wares of the Prospectors and Developers Association of Canada ("PDAC")'s "Prospector
of the Year Award" for 2007 and the Northern Miner's "Mining Man of the Year" for 2009; and the
"Prospector of the Year Award" for 2024, among numerous other awards. Mr. Burzynski holds a
Bachelor of Science (Honours) degree in geology from Mount Allison University, and a Master of
Science in exploration and mineral economics (MINEX) degree from Queen's University. He is a
registered P.Geo. in the province of Québec, is a Fellow of the Royal Canadian Geographical
Society and is an Honorary Colonel with the Royal Canadian Air Force. He currently serves as
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Chairman and a director of O3 Mining Inc.
Don Njegovan | President – Mr. Njegovan most recently served as Chief Operating Officer at
Osisko Mining Inc. prior to its sale to Gold Fields Ltd. He was previously a director of St. Andrew
Goldfields until it was acquired by Kirkland Lake Gold in 2016 and is currently on the b oard of
directors of Cornish Metals Inc. He was formerly Managing Director of Global Mining at
Scotiabank from August 2010 to June 2014. Prior to that, he was an investment banker at Toll
Cross Securities Inc. from June 2005 to July 2010. Mr. Njegovan has over 30 years of experience
in the mining industry, starting in 1989 for Hudson Bay Mining & Smelting Co., Ltd. Mr. Njegovan
holds a Bachelor of Science in mining engineering from Michigan Technological University and a
Bachelor of Arts from the University of Manitoba.
Blair Zaritsky | Chief Financial Officer – Mr. Zaritsky most recently served as the Chief Financial
Officer of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. He is a chartered professional
accountant and has over 20 years of Canadian public practice experience, with exposure to
various types of engagements and clients, gained through managing audit engagements of
publicly listed companies traded on the Toronto Stock Exchange, TSX Venture Exchange, and
Canadian Securi ties Exchange. Mr. Zaritsky obtained his Chartered Professional Accountant
designation in 2003 and holds dual Bachelor of Arts degrees in accounting and economics from
Brock University and Western University, respectively. Mr. Zaritsky currently serves as a director
of STLLR Gold Inc.
Amanda Johnston | Vice President Finance – Ms. Johnston most recently served as the Vice
President Finance of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. She is a chartered
professional accountant and has over 20 years of experience in both the mining industry and audit
and assurance groups . Ms. Johnston obtained her Chartered Professional Accountant
designation in 2013 and holds a Bachelor of Accounting (Honours) Co- Op degree from Brock
University. Ms. Johnston currently serves as a director of Metalla Royalty & Streaming Ltd.
Alexandria Marcotte | Vice President Exploration – Ms. Marcotte most recently served as Vice
President Project Coordination of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. She is a
professional geologist registered in Ontario with over 15 years of progressive senior level
experience working internationally for senior and junior companies. Ms. Marcotte holds an
Honours Bachelor of Science degree from the University of Toronto and an MBA from the Schulich
School of Business. Ms. Marcotte currently serves as a director of Angel Wing Metals.
Lili Mance | Vice President, Corporate Secretary – Ms. Mance has served as the corporate
secretary of Osisko Metals since 2018. She also served as Vice President, Corporate Secretary
of Osisko Mining Inc. prior to its sale to Gold Fields Ltd. She has 30 years experience in the
financial, wealth management and resource industries serving in a legal, compliance and
corporate secretarial capacity. Ms. Mance spent 18 years with the Dundee group of companies
in various increasingly senior level legal and compliance roles and its various public and private
subsidiaries. Ms. Mance is a member of the Institute of Corporate Directors and has been a
member of the Governance Professionals of Canada since 2004.
Qualified Person
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The scientific and technical information included in this news release has been reviewed and
approved by Mr. Jeff Hussey , a director of the Company, and a "qualified person" within the
meaning of National Instrument 43 -101 – Standards of Disclosure for Mineral Projects ("NI 43-
101").
About Osisko Metals
Osisko Metals Incorporated is a Canadian exploration and development company creating value
in the critical metals sector, with a focus on copper and zinc. The Company acquired a 100%
interest in the past-producing Gaspé Copper mine from Glencore Canada Corporation in July
2023. The Gaspé Copper mine is located near Murdochville in Québec's Gaspé Peninsula. The
Company is currently focused on resource expansion of the Gaspé Copper system, with current
Indicated Mineral Resources of 824 Mt grading 0.34% CuEq and Inferred Mineral Resources
of 670 Mt grading 0.38% CuEq (in compliance with NI 43-101). For more information, see Osisko
Metals' November 14, 2024 news release entitled "Osisko Metals Announces Significant Increase
in Mineral Resource at Gaspé Copper". Gaspé Copper hosts the largest undeveloped copper
resource in eastern North America, strategically located near existing infrastructure in the mining-
friendly province of Québec.
In addition to the Gaspé Copper project, the Company is working with Appian Capital Advisory
LLP through the Pine Point Mining Limited joint venture to advance one of Canada's largest past-
producing zinc mining camps, the Pine Point project, located in the Northwest Territories. The
current mineral resource estimate for the Pine Point project consists of Indicated M ineral
Resources of 49.5 Mt at 5.52% ZnEq and Inferred Mineral Resources of 8.3 Mt at 5.64%
ZnEq (in compliance with NI 43-101). For more information, see Osisko Metals' June 25, 2024
news release entitled "Osisko Metals releases Pine Point mineral resource estimate: 49.5 million
tonnes of indicated resources at 5.52% ZnEq". The Pine Point project is located on the south
shore of Great Slave Lake, Northwest Territories, close to infrastructure, with paved road access,
an electrical substation and 100 kilometers of viable haul roads.
For further information on this news release, visit www.osiskometals.com or contact:
Robert Wares, Chief Executive Officer of Osisko Metals Incorporated
Email: [email protected]
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. Any statement that
involves 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",
"potential", "feasibility", "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, 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
news release contains forward-looking information pertaining to, among other things: the anticipated changes to the
management and Board of the Company; the ability for the Company to complete the Transaction on the terms
contemplated (if at all); the size of the Transaction; the Closing Date of the Transaction; the ability for the Company to
obtain the conditional and final approval of the TSX Venture Exchange; the anticipated use of proceeds of the
Transaction; the tax treatment of the FT Units; the timing of incurring the Qualifying Expenditures and the renunciation
of the Qualifying Expenditures; the ability to advance Gaspé Copper to a construction decision (if at all); the ability to
increase the Company's trading liquidity and enhance its capital markets presence; the potential re-rating of the
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Company; the expectation that management and directors of the Company will be significant shareholders of the
Company following the Transaction; the ability for the Company to unlock the full potential of its assets and achieve
success; the ability for the Company to create value for its shareholders; the advancement of the Pine Point project;
the anticipated resource expansion of the Gaspé Copper system; and Gaspé Copper hosting the largest undeveloped
copper resource in eastern North America.
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and
assumptions of management, in light of management 's experience and perception of trends, current conditions and
expected developments, as well as other factors that management believes to be relevant and reasonable in the
circumstances, including, without limitation, assumptions about: the ability of exploration results, including drilling, to
accurately predict mineralization; errors in geological modelling; insufficient data; equity and debt capital markets; future
spot prices of copper and zinc; the timing and results of exploration and drilling programs; the accuracy of mineral
resource estimates; production costs; political and regulatory stability; the receipt of governmental and third party
approvals; licenses and permits being received on favourable terms; sustained labour stability; stability in financial and
capital markets; availability of mining equipment and positive relations with local communities and groups. 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.
Factors that could cause actual results to differ materially from such forward-l ooking information are set out in the
Company's public disclosure record on SEDAR+ (www.sedarplus.ca) 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) accept 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.