Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: 0B51) is pleased to announce that, further to its news
release dated July 11, 2022 (entitled "Osisko Metals Exercises
Option to Acquire Gaspé Copper Project"), it has completed the
acquisition (the "
Transaction") of a 100% interest
in the past-producing Gaspé Copper Mine ("
Gaspé
Copper") pursuant to a purchase agreement dated July 8,
2022 between the Company and Glencore Canada Corporation, a
wholly-owned subsidiary of Glencore plc
("
Glencore").
Robert Wares, Chairman & CEO of
Osisko Metals, commented: "The acquisition of the Gaspé
Copper Project is a milestone for the Company that provides
shareholders with significant copper exposure in the
mining-friendly province of Québec. Last year's excellent drill
results at Gaspé support our belief in the high-value potential of
this asset and we are convinced that the acquisition of Gaspé
Copper, together with our ongoing development of our joint-ventured
Pine-Point project, positions Osisko Metals as a premier base metal
development company in Canada. I wish to thank both the Osisko
Metals and Glencore teams, as well as all stakeholders, for their
diligence and perseverance in completing this complex transaction
that will no doubt benefit all parties and shareholders."
In connection with the Transaction:
- Glencore was issued a US$25.0
million senior secured convertible note (the "Convertible
Note") of the Company which is convertible into units of
Osisko Metals at a price of $0.40 per unit (each, a
"Unit"), comprised of one common share of the
Company (each, a "Common Share") and one-half
Common Share purchase warrant of the Company (each whole warrant, a
"Warrant"). Each Warrant will be exercisable by
Glencore at an exercise price of $0.46 per Common Share until July
14, 2026.The Convertible Note will bear interest at a rate equal to
the Secured Overnight Financing Rate (SOFR) + 4%, payable annually
and, subject to adjustment or acceleration in certain
circumstances, all outstanding principal and interest under the
Convertible Note will be repaid in full by July 14, 2026. The
Convertible Note will be secured against all of the present and
after acquired property of the Company. Upon full conversion of the
Convertible Note (assuming conversion on the closing date) and
exercise of the underlying Warrants in full, Glencore would acquire
71,347,826 Common Shares, representing approximately 21.8% of the
Common Shares that would be issued and outstanding upon the
conversion of the Convertible Note and the exercise of the Warrants
issued upon such conversion. Glencore did not own or control,
directly or indirectly, any securities of Osisko Metals immediately
prior to the closing of the Transaction.
- Glencore retained a 1% net smelter
returns ("NSR") royalty on the historical Mount
Copper open pit and a 3% NSR royalty on all other minerals
extracted from Gaspé Copper.
- Osisko Metals will make a cash
payment of US$20.0 million to Glencore upon the commencement of
commercial production at Gaspé Copper.
- Osisko Metals is required to incur
a total of $55.0 million in exploration, development and
environmental expenditures, including permitting expenditures, over
a period of four years, which commenced on March 25, 2022, with a
minimum of $20.0 million to be incurred by March 25, 2024.
- Osisko Metals has entered into an
offtake agreement with Glencore to purchase 100% of the
concentrates produced at Gaspé Copper.
- The Company and Glencore entered
into an investor rights agreement (the "Investor Rights
Agreement"), pursuant to which Glencore has been granted
certain investor rights, provided that it maintains certain
ownership thresholds in the Company. Among other things, the
Investor Rights Agreement provides Glencore with the right to
designate one director for appointment to the board of directors of
the Company, participation rights in future equity issuances,
piggyback registration rights and the right to maintain its
pro-rata position in Osisko Metals.
Upon conversion of the Convertible Note by
Glencore, Glencore may hold, on a post-conversion basis, such
number of Common Shares and Warrants that would exceed 20% of the
pro forma issued and outstanding Common Shares, both on a
non-diluted and partially-diluted, post-conversion basis, thus
resulting in Glencore becoming a Control Person (as such term is
defined in the policies of the TSX Venture Exchange (the
"Exchange")) of the Company. Accordingly, in
accordance with the policies of the Exchange, the disinterested
shareholders of the Company were required to approve Glencore as a
Control Person of the Company, which approval was obtained at a
meeting of shareholders held on June 23, 2022. For more
information, please refer to the management information circular of
the Company dated May 11, 2022, a copy of which is available on
SEDAR (www.sedar.com) under the Company's issuer profile.
In accordance with the terms of the Investor
Rights Agreement, Mr. Peter Wright will be appointed to the board
of the Company. Mr. Wright has served as Director and Vice
President, Legal, with Glencore since 2018, having joined the
company in 2014. Previously, Mr. Wright practiced corporate law in
Toronto with Torys LLP and Cassels, Brock & Blackwell LLP as
well as in New York with Paul, Weiss, Rifkind, Wharton &
Garrison LLP. Mr. Wright graduated from the McGill Faculty of Law
with Great Distinction in 2004 (BCL/LLB) and has since been called
to the bars of Ontario (2005) and New York (2006).
About Gaspé Copper
Gaspé Copper, a 44-year former copper and
molybdenum producer that was initially operated by Noranda Inc., is
located next to the community of Murdochville, in the Gaspé
Peninsula of Eastern Quebec, approximately 825km east of Montreal.
Most support infrastructure for the potential re-opening of Gaspé
Copper is already in place. The former mine site benefits from
paved road access with local highway 198 linking Murdochville with
the coastal community of Gaspé.
As of the date hereof, the Company has completed
approximately 28,000 meters of drilling at Gaspé Copper in
accordance with the recommended work program outlined in the
Technical Report (as defined below). Between 6,000 meters and
10,000 meters in additional drilling is expected to be completed by
the Company during the 2023-2024 drill program. A reconciliation of
the proposed work program against the work program recommended in
the Technical Report is provided in the table below.
Recommended 2021 Work Program for the Gaspe Copper
Deposit |
Technical Report |
Incurred on project as at June 30,
2023(4) |
Remaining work as at June 30, 2023 |
Drilling 30,000m ($350 m all
inclusive)(1) |
$10,500,000 |
$10,600,000(2) |
$3,000,000(3) |
Metallurgical Testing and Analysis |
$75,000 |
$75,000 |
Nil |
TOTAL |
$10,575,000 |
$10,675,000 |
$3,000,000 |
Note:
- After executing the 2022 program,
it is now expected that a total of up to 38,000 meters in drilling
will be needed to complete the recommended work program as outlined
in the Technical Report.
- Approximately 28,000 meters of
drilling has been completed as at June 30, 2023. Increased meterage
associated with the execution of the 2022 drill program is due to
the adjusted location of drill collars with respect to the
recommended program in the Technical Report. In particular, due to
safety reasons, all holes had to be collared on the periphery of
the pit, which resulted in drilling added meterage through barren
rock in order to obtain recommended meterage within the mineralized
zone. Additional drilling is therefore required in the 2023 to
fully meet the objectives recommended in the Technical Report.
- Represents costs associated with
completing between 6,000 meters and 10,000 meters in additional
drilling on the property, bringing the total size of the drill
program to approximately 38,000 meters. Due to confirmation that
the highest-grade material is located in the core of the pit,
additional drilling focused on the core of the pit is needed to
maximize resource conversion in that area.
- For a summary of the results of all
drilling completed at Gaspé Copper since the effective date of the
Technical Report, please refer to the news release dated August 4,
2022 entitled "Osisko Metals Reports First Infill Drill Results at
Gaspe Copper", the news release dated October 27, 2022 entitled
"Osisko Metals Reports Additional Infill Drill Results at Gaspe
Copper Including 102.0 m of 0.57% Copper and 2.20 gpt Silver", the
news release dated January 24, 2023 entitled "Osisko Metals Reports
Additional Drill Results at Mount Copper Including 1011.0 Metres
Grading 0.46% Copper and 3.19 g/t Silver" and the news release
dated April 3, 2023 entitled "Osisko Metals Reports Additional
Drill Results at Mount Copper Including 300.0 Metres Grading 0.55%
Copper and 3.59 g/t Silver", copies of which are available on SEDAR
(www.sedar.com) under the Company's issuer profile.
For more detailed information about Gaspé
Copper, please refer to the technical report entitled "Gaspé Copper
Project, Mineral Resource Estimate, Mount Copper Deposit, Québec,
Canada" dated June 12, 2022 (with an effective date of April 12,
2022), which has been prepared for Osisko Metals by representatives
of SGS Canada Inc., a copy of which is available on SEDAR
(www.sedar.com) under Osisko Metals' issuer profile (the
"Technical Report").
Advisors
Bennett Jones LLP acted as legal counsel to
Osisko Metals in connection with the Transaction.
About Glencore and its Holdings in the
Company
Glencore is one of the world’s largest global
diversified natural resource companies and a major producer and
marketer of more than 60 commodities that advance everyday life.
Through a network of assets, customers and suppliers that spans the
globe, Glencore produces, processes, recycles, sources, markets and
distributes the commodities that support decarbonization while
meeting the energy needs of today. With around 140,000 employees
and contractors and a strong footprint in over 35 countries in both
established and emerging regions for natural resources, Glencore's
marketing and industrial activities are supported by a global
network of more than 40 offices.
Glencore's customers are industrial consumers,
such as those in the automotive, steel, power generation, battery
manufacturing and oil sectors. Glencore also provides financing,
logistics and other services to producers and consumers of
commodities.
Glencore is proud to be a member of the
Voluntary Principles on Security and Human Rights and the
International Council on Mining and Metals. Glencore is an active
participant in the Extractive Industries Transparency Initiative
and is working to decarbonize its operational footprint.
Certain information in this news release is
provided by Glencore in satisfaction of the early warning
requirements of National Instrument 62-104 – Take-Over Bids and
Issuer Bids. Glencore acquired the Convertible Note for investment
purposes and may elect to convert the Convertible Note, in whole or
in part, into Units in accordance with its terms and to exercise
some or all of the Warrants issued upon conversion. Glencore will
continue to monitor the business, prospects, financial condition
and potential capital requirements of the Company. Depending on its
evaluation of these and other factors, Glencore may from time to
time in the future decrease or increase its direct or indirect
ownership, control or direction over securities of the Company
through market transactions, private agreements, subscriptions from
treasury or otherwise or may in the future develop plans or
intentions relating to any of the other actions listed in (a)
through (j) of Item 5 of Form 62-103F1 – Required Disclosure Under
the Early Warning Requirements.
For the purposes of this news release and early
warning disclosure, the pro-forma number and percentage of
outstanding Common Shares owned and controlled by Glencore
following completion of the Transaction is based on 256,574,935
outstanding Common Shares following the completion of the
Transaction.
Glencore’s address is 100 King Street West,
Suite 6900, P.O. Box 403, Toronto, Ontario, Canada, M5X 1E3.
Glencore is incorporated under the laws of Ontario. An early
warning report in respect of the investment will be filed on SEDAR
(www.sedar.com) under the Company's issuer profile. For a copy of
the report or for further information about Glencore, please
contact Peter Fuchs at (416) 305-9273, peter.fuchs@glencore.ca.
Osisko Metals’ head office address is 1100 Ave
Des Canadiens de Montréal, Suite 300, Montreal, Quebec, Canada, H3B
2S2.
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 is a joint
venture partner with Appian Natural Resources Fund III LP for the
advancement of one of Canada's premier past-producing zinc mining
camps, the Pine Point project (the "Pine Point
Project"), located in the Northwest Territories, for which
the 2022 PEA (as defined herein) has indicated an after-tax NPV of
C$602 million and an IRR of 25%, based on long-term zinc price of
US$1.37/lb and the current mineral resource estimates that are
amenable to open pit and shallow underground mining. The current
mineral resource estimate in the 2022 PEA consists 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
August 26, 2022 (with an effective date of July 30, 2022), which
has been prepared for Osisko Metals an PPML by representatives of
BBA Engineering Inc., Hydro-Resources Inc., PLR Resources Inc. and
WSP Canada Inc. (the "2022 PEA"). Please refer to
the full text of the 2022 PEA, a copy of which is available on
SEDAR (www.sedar.com) under Osisko Metals' issuer profile, for the
assumptions, methodologies, qualifications and limitations
described therein. 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.
As described above, the Company has acquired a
100% interest in the past-producing Gaspé Copper Mine, located near
Murdochville in the Gaspé peninsula of Québec. The Company is
currently focused on resource evaluation of the Mount Copper
Expansion Project that hosts an inferred mineral resource (in
accordance with National Instrument 43-101 – Standards of
Disclosure for Mineral Projects) of 456Mt grading 0.31% Cu (see
April 28, 2022 news release of Osisko Metals entitled "Osisko
Metals Announces Maiden Resource at Gaspé Copper – Inferred
Resource of 456Mt Grading 0.31% 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.
For further information on this news
release, visit www.osiskometals.com
or contact:
Robert Wares, Chairman & CEO of Osisko
Metals Incorporated
Email:
info@osiskometals.comwww.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
and Gaspé Copper, including, among other things, the results of the
2022 PEA and the IRR, NPV and estimated costs, production,
production rate and mine life; the ability to identify additional
resources and reserves (if any) and exploit such resources and
reserves on an economic basis; Gaspé Copper hosting the largest
undeveloped copper resource in Eastern North America; Glencore
becoming a Control Person of the Company; the high value potential
of Gaspé Copper; and the ability of Osisko Metals to become a
premier base metal development company in Canada.
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; future prices of zinc and lead; the
timing and results of exploration and drilling programs at Gaspé
Copper and the Pine Point Project; 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 disclosure record on SEDAR (www.sedar.com) 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.
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