Osisko Metals Announces Receipt of Shareholder and Stock Exchange Approvals for Appian Joint Venture Transaction
MONTREAL, March 17, 2023 - Osisko Metals Inc. (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.
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 Inc. 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.
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 Inc.
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.