Osisko Mining Closes C$100 Million "Bought Deal" Private Placement of Units, Including Full Exercise of the Underwriters' Option
February 28 2023 - 9:20AM
Osisko Mining Inc. (TSX:OSK) ("Osisko" or the "Corporation") is
pleased to announce the completion of its previously announced
"bought deal" private placement of an aggregate of 32,260,000 units
of the Corporation (the "Units") at a price of C$3.10 per Unit for
aggregate gross proceeds of approximately C$100 million, including
the exercise in full of the underwriters' option (the "Offering").
Each Unit consists of one common share of the
Corporation and one-half of one common share purchase warrant of
the Corporation (each whole common share purchase warrant, a
"Warrant"). Each Warrant entitles the holder thereof to acquire one
common share of the Corporation for 18 months from the closing of
the Offering at a price of C$4.00, subject to adjustment in certain
circumstances.
The net proceeds received from the Offering will
be used to advance the Corporation's Windfall Project as well as
for working capital and general corporate purposes.
The Offering was led by Canaccord Genuity Corp.,
on behalf of a syndicate of underwriters that included BMO Nesbitt
Burns Inc., CIBC World Markets Inc., National Bank Financial Inc.,
Scotia Capital Inc., Eight Capital, and Haywood Securities Inc.
All securities issued under the Offering will be
subject to a hold period expiring four months and one day from the
date hereof. The Offering is subject to final acceptance of the
Toronto Stock Exchange.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful, including any of the
securities in the United States of America. The securities have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States unless
registered under the 1933 Act and applicable state securities laws,
or an exemption from such registration requirements is
available.
The following "insiders" of the Corporation have
subscribed for Units under the Offering:
Insider |
Insider Relationship |
Units Purchased(#) |
Subscription Amount($) |
José Vizquerra Benavides |
Director of Osisko |
130,000 |
$403,000 |
Bernardo Alvarez Calderon |
Director of Osisko |
75,000 |
$232,500 |
Andrée St-Germain |
Director of Osisko |
5,000 |
$15,500 |
Blair Zaritsky |
Senior Officer of Osisko |
30,000 |
$93,000 |
Mathieu Savard |
Senior Officer of Osisko |
20,000 |
$62,000 |
Ronald Bougie |
Senior Officer of Osisko |
10,000 |
$31,000 |
Sean Roosen |
Director and senior officer of Osisko Gold Royalties Ltd, a 10%
securityholder of Osisko |
15,000 |
$46,500 |
|
Totals |
285,000 |
$883,500 |
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"). The Corporation did not file a
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 formal 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 section 5.5(a) 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. Additionally, the Corporation is exempt from
minority shareholder approval requirement in Section 5.6 of MI
61-101 in reliance on Section 5.7(1)(a) 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.
About Osisko Mining Inc.
Osisko is a mineral exploration company focused
on the acquisition, exploration, and development of precious metal
resource properties in Canada. Osisko holds a 100% interest in the
high-grade Windfall gold deposit located between Val-d'Or and
Chibougamau in Québec and holds a 100% undivided interest in a
large area of claims in the surrounding Urban Barry area and nearby
Quévillon area (over 2,400 square kilometres).
Cautionary Note 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 use of
proceeds of the Offering, the timing and ability of the
Corporation, if at all, to obtain final approval of the Offering
from the Toronto Stock Exchange 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 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
forward-looking information is based on reasonable assumptions and
estimates of management of the Corporation at the time such
assumptions and estimates were made, and involves known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Osisko 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 capital markets;
the ability of exploration activities (including drill results) to
accurately predict mineralization; errors in management's
geological modelling; the ability of Osisko to complete further
exploration activities, including drilling; property interests in
the Windfall Lake gold project; the ability of the Corporation to
obtain required approvals and complete transactions on terms
announced; the results of exploration activities; risks relating to
mining activities; the global economic climate; metal prices;
dilution; environmental risks; and community and non- governmental
actions. 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. Osisko cannot assure
shareholders and prospective purchasers of securities of the
Corporation 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 Osisko nor any other person assumes responsibility for the
accuracy and completeness of any such forward-looking information,
Osisko 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.
For further information please contact:
John BurzynskiChief Executive OfficerTelephone
(416) 363-8653
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