Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM;
OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce that it
expects to close its previously-announced transaction with a
subsidiary of Appian Natural Resources Fund III LP
("
Appian")
in late March or early April
2023, which will result in the formation of a joint
venture for the advancement of Osisko Metals' Pine Point Project
(the "
Transaction").
To that end, the
Company is pleased to announce that it has received the requisite
shareholder and stock exchange approvals to close the
Transaction.
Pursuant to the policies of the TSX Venture
Exchange (the "Exchange"), the Company is
permitted to obtain shareholder approval of the Transaction by way
of a written consent of the shareholders holding at least 50% of
the outstanding common shares of the Company. As at March 17, 2023,
the Company received written consents in respect of the Transaction
from shareholders holding an aggregate of 122,018,186 Common
Shares, representing approximately 54.1% of the outstanding common
shares of the Company.
In addition, on March 16, 2023, the Company
received the conditional approval of the Exchange to complete the
Transaction. The Transaction remains subject to final acceptance of
the Exchange.
Robert Wares, Chairman & CEO,
commented: "We are very grateful for the support of our
shareholders regarding the joint venture transaction with Appian on
the Pine Point Project. Having expeditiously obtained the required
shareholder and stock exchange approvals, we expect to be able to
close the joint venture transaction in late March or early April
2023. On behalf of the Board of Directors of Osisko Metals, we
thank our shareholders, management, and our advisors and partners
for their hard work and long-standing support, and we look forward
to rapidly advancing the Pine Point project with Appian."
Completion of the Transaction remains subject
to, among other things, satisfaction of all conditions precedent to
the closing of the Transaction pursuant to the investment agreement
dated February 21, 2023 between the Company and Appian in respect
of the Transaction (the "Investment Agreement").
Assuming that all conditions precedent to the completion of the
Transaction are satisfied or waived, the Company anticipates the
closing of the Transaction will occur in late March or early April
2023.
For more details on the Transaction, please
refer to the Company's news release on February 22, 2023, the
material change report dated February 27, 2023 and the Investment
Agreement, copies of which are available on SEDAR (www.sedar.com)
under the Company's issuer profile.
Advisors
Maxit Capital LP is acting as financial advisor
to Osisko Metals and Bennett Jones LLP is acting as the Company's
legal counsel.
McCarthy Tétrault LLP is acting as Appian's
legal counsel.
About Osisko Metals
Osisko Metals Incorporated is a Canadian
exploration and development company creating value in the critical
metals space, specifically copper and zinc. 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
2022 PEA has indicated an after-tax NPV of $602M and an IRR of 25%,
based on long-term zinc price of US$1.37/lb and the current Mineral
Resource Estimates ("MRE") that are amenable to
open pit and shallow underground mining. The latest MRE consist of
15.7Mt grading 5.55% ZnEq of Indicated Mineral Resources and 47.2Mt
grading 5.94% 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, 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 Company is also in the process of acquiring,
from Glencore Canada, a 100% interest in the past-producing Gaspé
Copper Mine, located near Murdochville in the Gaspé peninsula of
Quebec. The Company is currently focused on resource evaluation of
the Mount Copper Expansion Project that hosts a NI 43-101 Inferred
Resource of 456Mt grading 0.31% Cu (see April 28, 2022 news
release). Gaspé Copper hosts the largest undeveloped copper
resource in Eastern North America, strategically located near
existing infrastructure in the mining-friendly province of
Quebec.
About Appian
Appian Capital Advisory LLP is a
London-headquartered investment advisor to long-term value-focused
private equity funds that invest solely in mining and
mining-related companies.
Appian is a leading investment advisor in the
metals and mining industry, with global experience across South
America, North America, Europe, Australia and Africa and a
successful track record of supporting companies to achieve their
development targets, with a global operating portfolio overseeing
nearly 5,000 employees. Appian has a global team of 60 experienced
professionals with presences in London, Toronto, Montreal,
Vancouver, Lima, Belo Horizonte and Perth. The Appian team, through
its private equity funds, has a long history of successfully
bringing mines through development and into production, having
completed 8 mine builds in the last 5 years.
For more information, please visit
www.appiancapitaladvisory.com, or find us on LinkedIn, Instagram
and Twitter.
For further information on this news
release, visit www.osiskometals.com
or contact:
Robert Wares, Chairman & CEO of Osisko Metals
Incorporated
Email: info@osiskometals.com www.osiskometals.com
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
are not statements of historical fact and constitute
forward-looking information. This news release may contain
forward-looking information pertaining to the Pine Point Project,
including, among other things, the results of the PEA and the IRR,
NPV and estimated costs, production, production rate and mine life;
the expectation that the Pine Point Project will be a robust
operation and profitable at a variety of prices and assumptions;
the ability to identify additional resources and reserves (if any)
and exploit such resources and reserves on an economic basis; the
expected high quality of the Pine Point concentrates; the potential
impact of the Pine Point Project in the Northwest Territories,
including but not limited to the potential generation of tax
revenue and contribution of jobs; the Pine Point Project having the
potential for mineral resource expansion and new discoveries; the
timing and ability for the Pine Point Project to reach construction
decision; the estimated costs to take the Pine Point Project to
construction decision; the timing and ability to complete the
Transaction on the terms contemplated (if at all); the ability of
the Company to realize on the benefit of the Transaction; and the
impact to the Company of the disposition of ownership interest and
control in the Pine Point Project, which is a material property of
the Company. There can be no certainty on the timing, costs and
ability for the joint-venture parties to take the Pine Point
Project to reach construction decision or pursue planned
exploration and development as presently contemplated.
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: favourable equity and debt capital markets; the
ability and timing for the parties to fund cash calls to advance
the development of the Pine Point Project and pursue planned
exploration and development; the ability to complete the
Transactions in the timing and terms contemplated (if at all); the
ability to satisfy or waive on satisfactory terms any conditions to
the completion of the Transaction; future prices of zinc and lead;
the timing and results of exploration and drilling programs; the
accuracy of mineral resource estimates; production costs; operating
conditions being favourable; 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 equipment; the economic viability of the Pine Point Project; and
positive relations with local 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-looking information
are set out in the Company's public documents filed at
www.sedar.com. 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 Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
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.
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