Osisko GOLD Royalties Ltd Launches Osisko Development Corp. and Announces Related Corporate Changes
OSISKO GOLD ROYALTIES LTD LAUNCHES
OSISKO DEVELOPMENT CORP. AND
ANNOUNCES RELATED CORPORATE CHANGES
Montréal, November 25, 2020 – Osisko Gold Royalties Ltd ("Osisko Royalties") ( OR: TSX &
NYSE) and Osisko Development Corp. ("Osisko Development ") ( ODV: TSX -V) are pleased to
announce the successful launch of Osisko Development – a premier gold development company in
North America, with the objective of becoming the next mid-tier gold producer. The common shares
of Osisko Development ("ODV Shares") will begin trading on the TSX Venture Exchange on or about
December 2, 2020 under the symbol "ODV".
Closing of RTO
Earlier today Osisko Royalties and Osisko Development completed their previously announced spin-
out transaction, which resulted in, among other things, Osisko Royalties transferring certain mining
properties, including the Cariboo Gold Project, and a portfolio of marketable securities (through the
transfer of the entities that directly or indirectly own such mining properties and marketable securities)
to Osisko Development Holdings Inc. ("Osisko Subco"), following which Osisko Subco and 1269598
BC Ltd. ("Barolo Subco ") were amalgamated by way of a triangular amal gamation under the
Business Corporations Act (British Columbia) (the "Amalgamation") to form " Amalco". Upon the
Amalgamation, Osisko exchanged its Osisko Subco shares for ODV Shares, which resulted in a
"Reverse Take-Over" of Osisko Development (the "RTO").
Further details regarding the RTO and the Amalgamation are set out in (a) the management
information circular of Osisko Development (formerly known as Barolo Ventures Corp. ("Barolo"))
dated October 1 9, 2020, and (b) the Form 3D2 ( Information Required i n a Filing Statement for a
Reverse Takeover or Change of Business) of Osisko Development (formerly known as Barolo) dated
November 20, 2020 (the " Filing Statement "), which are av ailable on SEDAR ( www.sedar.com)
under the Osisko Development's issuer profile.
Conversion of Subscription Receipts
On November 25, 2020, prior to the effective time of the Amalgamation, upon satisfaction of the
escrow release conditions,13,350,000 subscription receipts of Osisko Subco issued under the CDN
$100.1 million concurrent financing of Osisko Subco that closed on October 29, 2020 were converted
into 13,350,000 common shares of Osisko Subco and 6,675,000 common share purchase warrants
of Osisko Subco, and the net subscription proceeds were released from escrow and paid to Osisko
Subco.
Each common share purchase warrant of Osisko Subco outstanding immediately prior to the effective
time of the Amalgamation was exchanged for one common share purchase warrant of Osisko
Development, with each common share purchase warrant of Osisko Development entitling the holder
to acquire one ODV Share at a price of CDN $10 per share for a period of 18 months from the
effective date of the Amalgamation.
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Management and Board Reconstitution
Osisko Royalties
Effective upon closing of the RTO: Mr. Sandeep Singh became the President and Chief Executive
Officer of Osisko Royalties, and a director on the Board of Directors of Osisko Royalties; and Mr.
Sean Roosen was appointed as Executive Chair of the Board of Directors of Osisko Royalties and
transitioned from his role as Chief Executive Officer of Osisko Royalties to Chief Executive Officer of
Osisko Development.
Osisko Development
Effective upon closing of the RTO, the Board of Directors of Osisko Development was reconstituted
to consist of: Sean Roosen (Chair); Charles Page (Lead Director); John Burzynski; Joanne Ferstman;
Michèle McCarthy; Duncan Middlemiss; and Éric Tremblay.
Effective upon closing of the RTO, management of Osisko Development was reconstituted to
consists of: Sean Roosen (Chair and Chief Executive Officer); Chris Lodder (President); Luc Lessard
(Chief Operating Officer); Benoit Brunet (Chief Financial Officer , V ice President, Finance and
Corporate Secretary); François Vézina (Vice President, Technical Services); Chris Pharness (Vice
President, Sustainable Development); Maggie Layman (Vice President, Exploration); and a further
technical team that will be transferred from Osisko Royalties to Osisko Development.
Other Corporate Updates
In connection with the completion of the RTO:
Amalco is expected to merge into Osisko Development by way of a voluntary dissolution on
or about November 26, 2020 (the "Dissolution");
Osisko Development is expected to continue from the Business Corporations Act (British
Columbia) to the Canada Business Corporations Act on or about November 27, 2020;
the directors of Osisko Development resolved to change the financial year end of Osisko
Development from May 31 to December 31, being that of the reverse takeover acquirer; and
PricewaterhouseCoopers LLP has been appointed as the auditor of Osisko Development.
Required Early Warning Report Disclosure
Osisko Royalties' Ownership in Osisko Development
Following completion of the Amalgamation, Osisko Royalties holds beneficial ownership and control
over 100,000,100 ODV Shares, representing approximately 88% of the issued and outstanding ODV
Shares. Prior to completion of the Amalgamation, Osisko Royalties did not hold any securities of
Osisko Development (formerly Barolo). An early warning report will be filed by Osisko Royalties in
respect of Osisko Development with applicable Canadian securities regulatory authorities. To obtain
a copy, please contact Sandeep Singh as indicated below.
Osisko Royalties' Ownership in Certain Portfolio Companies
Pursuant to the RTO , Osisko Royalties transferred a portfolio of marketable securities to Osisko
Development, which included securities of the following reporting issuers in which Osisko Royalties
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is a reporting insider:
Name of
Issuer
Head Office
of Issuer
Number and
Type of
Securities
Percentage
Shareholding
(Basic)
Percentage
Shareholding
(Partially-
Diluted)
Value of
Consideration
Paid or Received
Value of
Consideration
Paid or
Received (Per
Security)
Minera
Alamos Inc.
(TSXV: MAI)
55 York
Street
Suite 402
Toronto,
Ontario
M5J 1R7
76,080,000
common
shares
17.3% N/A CDN $52,495,200 CDN $0.69 per
common share
Harfang
Exploration
Inc. (TSXV:
HAR)
1100 Avenue
des
Canadiens-
de-Montréal
Suite 300
Montréal,
Québec
H3B 2S2
6,928,572
common
shares
14.2% N/A CDN $2,355,714 CDN $0.34 per
common share
Barksdale
Resources
Corp. (TSXV:
BRO)
615-800 West
Pender Street
Vancouver,
British
Columbia
V6C 2V6
6,440,261
common
shares
10.2% N/A CDN $3,799,754 CDN $0.59 per
common share
Falco
Resources
Ltd. (TSXV:
FPC)
Suite 300 -
1100
Canadiens-
de-Montreal
Montreal,
Quebec
H3B 2S2
41,385,240
common
shares and
6,052,222
common
share
purchase
warrants
18.3% 20.4% CDN $16,140,245 CDN $0.39 per
common share
CDN $1 for all
warrants
Cornish
Metals Inc.
(TSXV:
CUSN)
Suite 960 -
789 West
Pender Street
Vancouver,
British
Columbia
V6C1H2
44,256,190
common
shares and
9,577,143
common
share
purchase
warrants
31.6% 36.0% CDN $3,540,496 CDN $0.08 per
common share
CDN $1 for all
warrants
NioBay
Metals Inc.
(TSXV: NBY)
Claude
Dufresne
1 Place Ville
Marie
40TH Floor
Montréal,
Québec
H3B 4M4
9,857,143
common
shares and
428,571
common
share
purchase
warrants
18.7% 19.3% CDN $6,111,430 CDN $0.62 per
common share
CDN $1 for all
warrants
Prior to completion of the RTO, Osisko Development did not hold any securities of any of the above-
referenced reporting issuers. Upon completion of the RTO, Osisko Royalties continues to beneficially
own the above-referenced securities by virtue of Osisko Royalties being deemed under securities
laws to beneficially own the securities which are beneficially owned or controlled by its affiliates,
including Osisko Development.
In connection with the foregoing, early warning reports will be filed by each of Osisko Royalties and
Osisko Development with applicable Canadian securities regulatory authorities in respect of each of
the above-referenced reporting issuers. Copies of the early warning reports filed by each of Osisko
Royalties and Osisko Development will be available on SEDAR ( www.sedar.com) under the
respective issuer profiles of Osisko Royalties and Osisko Development. To obtain copies of the early
warning reports filed by Osisko Development, please contact Sean Roosen as indicated below. To
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obtain copies of the early warning reports filed by Osisko Royalties, please contact Sandeep Singh
as indicated below.
As of the date of this news release, Osisko Royalties and Osisko Development are not aware of any
plans nor has any future intentions which would relate to or result in any of items (a) to (k) described
in Item 5 of Form 62-103F1, other than:
On November 17, 2020, Osisko Royalties and Falco Resources Ltd. ("Falco") entered into a
binding agreement to extend the maturity of Falco's existing senior secured loan (the "Senior
Loan") from December 31, 2020 to December 31, 2022. Together with capitalized interest,
the principal amount outstanding under the Senior Loan as of November 17, 2020 was CDN
$17,596,136. In consideration for the extension of the maturity date of the Senior Loan (the
"Senior Loan Extension "), the Senior Loan will also be amended to become convertible
after the first anniversary of the closing date into common shares of Falco ("Falco Shares")
at a conversion price of CDN $0.55 per share, subject to standard anti -dilution protections.
In consideration for the Senior Loan Extension, Falco will also issue to Osisko 10,664,324
warrants of Falco ("Falco Warrants"), each exercisable for one Falco Share at an exercise
price of CDN $0.69 up to 24 months from the date of issuance of the Falco Warrants. The
terms of the Falco Warrants provide for a cashless exercise feature. The underlying Falco
Shares issuable upon conversion of the Senior Loan will be subject to a hold period of four
months from the closing date of the Senior Loan Extension in accordance with applicabl e
Canadian securities laws. The Falco Warrants (and the underlying Falco Shares) will be
subject to a hold period of four months from th e date of issuance of the Falco Warrants, in
accordance with applicable Canadian se curities laws. The Senior Loan Extension and the
issuance of the Falco Warrants are subject to the approval of the TSX Venture Exchange.
The Senior Loan Extension is scheduled to close on or about November 26, 2020.
Following completion of the RTO, Osisko Royalties may amend or assign to Osisko
Development certain contractual rights held in certain of the above -referenced reporting
issuers in which Osisko Royalties is a reporting insider.
Osisko Royalties' head office is located at 1100 Avenue des Canadiens -de Montréal, Suite 300,
Montréal, Québec, Canada, H3B 2S2.
Advisors
Bennett Jones LLP is legal counsel to Osisko Royalties. Cassels Brock & Blackwell LLP is legal
counsel to Barolo. Stikeman Elliott LLP is leg al counsel to the underwriters of the concurrent
financing.
About Osisko Gold Royalties Ltd
Osisko Royalties is an intermediate precious metal royalty company focused on the Americas that
commenced activities in June 2014. Osisko Royalties holds a North American focused portfolio of
over 135 royalties, streams and precious metal offtakes. Osisko Royalties ' portfolio is anchored by
its cornerstone asset, a 5% net smelter return royalty on the Canadian Malartic mine, which is t he
largest gold mine in Canada.
Osisko Royalties' head office is located at 1100 Avenue des Canadiens -de Montréal, Suite 300,
Montréal, Québec, Canada, H3B 2S2.
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For further information about Osisko Gold Royalties Ltd, please contact:
Sandeep Singh
President and CEO
Tel. (514) 940-0670
About Osisko Development Corp.
Osisko Development Corp. is well-capitalized and uniquely positioned as a premier gold development
company in North America to advance the Cariboo Gold Project and other Canadian and Mexican
properties, with the objective of becoming the next mid-tier gold producer. The Cariboo Gold Project,
located in central British Columbia, is Osisko Development 's flagship asset with measur ed and
indicated resource of 21.4 4 Mt at 4.6 Au g/t for a total of 3.2 million ounces of gold and inferred
resource of 21.69 Mt at 3.9 Au g/t for a total of 2.7 million ounces of gold. The considerable exploration
potential at depth and along strike distinguishes the Cariboo Gold Project relative to other development
assets as does the historically low, all -in discovery costs o f US $19 per ounce. The Cariboo Gold
Project is advancing through permitting as a 4,750 tonnes per day underground operation with a
feasibility study on track for completion in the second half of 2021. Osisko Development's project
pipeline is complemented by potential near-term production targeted from the San Antonio gold
project, located in Sonora Mexico and early exploration stage properties including the Coulon Project
and James Bay Properties located in Québec as well as the Guerrero Properties located in Mexico.
Osisko Development will begin trading on the TSX Venture Exchange under the symbol "ODV" on
December 2, 2020.
For further information about Osisko Development Corp., please contact:
Sean Roosen, CEO
Telephone: (514) 940-0685
Email: [email protected]
Jean Francois Lemonde, VP Investors Relations
Telephone: (514) 299 4926
Email: [email protected]
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this news release may be deemed "forward‐looking statements" within
the meaning of applicable Canadian and U.S. securities laws. These forward ‐looking statements, by
their nature, require Osisko Royalties and Osisko Development to make certain assumptions and
necessarily involve known and unknown risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in these forward ‐looking statements. Forward ‐looking
statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect",
"believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable
terminology, as well as terms usually used in the future and the conditional, are intended to identify
forward‐looking statements. Information contained in forward ‐looking statements, including with
respect to future production of mines, is based upon certain material assumptions that were applied
in drawing a conclusion or making a forecast or projection, including management 's perceptions of
historical trends, current conditions and expected future developments, public disclosure from
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operators of the relevant mines, as well as other considerations that are believed to be appropriate in
the circumstances. Osisko Royalties and Osisko Development consider their respective assumptions
to be reasonable based on information currently available, but cautions the reader that their
assumptions regarding future events, many of which are beyond the control of Osisko Royalties and
Osisko Development, may ultimately prove to be incorrect since they are subject to risks and
uncertainties that affect Osisko Royalties and Osisko Development, and their respective businesses.
For additional information with respect to these and other factors and assumptions underlying the
forward‐looking statements made in this news release concerning (a) Osisko Royalties, see the
section entitled "Risk Factors" in the most recent Annual Information Form of Osisko Royalties which
is filed with the Canadian securities commissions and available electronically under Osisko Royalties'
issuer profile on SEDAR ( www.sedar.com) and with the U.S. Securities a nd Exchange Commission
and available electronically under Osisko Royalties' issuer profile on EDGAR (www.sec.gov), and (b)
Osisko Development, see the Filing Statement available electronically under Osisko Development's
issuer profile on SEDAR ( www.sedar.com). The forward ‐looking statements set forth herein
concerning Osisko Royalties reflect management's expectations as at the date of this news release
and are subject to change after such date. The forward‐looking statements set forth herein concerning
Osisko Development reflect management's expectations as at the date of this news release and are
subject to change after such date . Osisko Royalties and Osisko Development disclaim any intention
or obligation to update or revise any forward -looking statements, whether as a result of new
information, future events or otherwise, other than as required by law.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies
of the TSX-V) 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.