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Osisko Metals Incorporated (the “Company” or “Osisko Metals”) (TSX: OM,OTC:OMZNF; OTCQX: OMZNF; FRANKFURT: OB51) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., as sole bookrunner and co-lead underwriter, on behalf of a syndicate of underwriters, including BMO Capital Markets as co-lead underwriter (collectively, the “Underwriters”) in connection with a “purchased deal” private placement financing of an aggregate of 11,812,000 common shares of the Company which will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the “Flow-Through Shares”) at a price of C$1.27 per Flow-Through Share (the “Issue Price”) at a gross proceeds of C$15,001,240 (the “Offering”).
The gross proceeds from the issuance and sale of the Flow-Through Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-critical mineral mining expenses” (as both terms are defined in the Income Tax Act (Canada)) (the “Qualifying expenses“) in respect of the Company’s projects on or before December 31, 2027. All eligible expenses will be waived in favor of subscribers to the Flow-Through Shares with an effective date on or before December 31, 2026.
The Flow-Through Shares will be offered for sale by way of private placement in each of the provinces of Canada (excluding Québec), pursuant to the available prospectus exemptions under National Instrument 45-106 – Prospectus exemptions. The closing of the Offering is expected to occur on or about February 3, 2026 (the “Closing date“), and is subject to certain conditions, including, but not limited to, the conditional approval of the Toronto Stock Exchange. The Flow-Through Shares to be issued under the Offering will be subject to a holding period that expires four months and one day from the Closing Date, in accordance with applicable Canadian securities laws.
In consideration for the services of the Underwriters, the Company has agreed to pay the Underwriters a cash commission equal to 5% of the gross proceeds of the Offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“), or any state securities laws, and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the US Securities Act) unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About Osisko Metals
Osisko Metals Incorporated is a Canadian exploration and development company creating value in the critical metals sector, with a focus on copper and zinc. The company acquired a 100% interest in its flagship project, the past-producing Gaspé Copper mine, from Glencore Canada Corporation in July 2023. The Gaspé Copper project is located near Murdochville on Québec’s Gaspé Peninsula. The company is currently focused on expanding the Gaspé Copper system’s resources to include power Indicated Mineral Resources of 824 Mt grading 0.34% CuEq and Inferred Mineral Resources of 670 Mt grading 0.38% CuEq (in accordance with National Instrument 43-101 – Mineral Project Disclosure Standards). For more information, see Osisko Metals’ press release dated November 14, 2024 entitled “Osisko Metals Announces Significant Increase in Mineral Resources at Gaspé Copper.” Gaspé Copper is home to the largest undeveloped copper resource in eastern North America, strategically located near existing infrastructure in the mining-friendly province of Québec.
In addition to the Gaspé Copper project, the company is working with Appian Capital Advisory LLP, through the joint venture Pine Point Mining Limited, to advance one of Canada’s largest historical zinc mining camps, the Pine Point project, located in the Northwest Territories. The current mineral resource estimate for the Pine Point project consists of: Indicated mineral resources of 49.5 million tonnes at 5.52% ZnEq and inferred mineral resources of 8.3 million tonnes at 5.64% ZnEq (in accordance with National Instrument 43-101 – Mineral Project Disclosure Standards). For more information, see Osisko Metals’ press release dated June 25, 2024 entitled “Osisko Metals Releases Pine Point Mineral Resource Estimate: 49.5 Million Tonnes of Indicated Resources at 5.52% ZnEq.” The Pine Point project is located on the south shore of Great Slave Lake, Northwest Territories, close to infrastructure, with access to paved roads, an electrical substation and 100 kilometers of viable transportation roads.
For more information about this press release, please visit www.osiskometals.com or contact:
Don Njegovan, Chairman
E-mail: info@osiskometals.com
Phone: (416) 500-4129
Cautionary Note About Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, based on expectations, estimates and projections as of the date of this press release. Any statement that includes predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using expressions such as ‘expects’ or ‘does not expect’, ‘is expected’, ‘interpreted’, management’s view’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budget’, ‘scheduled’, ‘predicts’, ‘estimates’, ‘potential’, “feasibility,” “believes” or “intends” or variations of such words and phrases, or states that certain actions, events or results “may” or “could”, “could” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information regarding, among other things: the ability of the Company to complete the Offering on the contemplated terms (if at all); back-end purchase of the common stock (and its size) by certain strategic investors; the ability to obtain necessary approvals from the Toronto Stock Exchange; eastern North America.
Forward-looking information is not a guarantee of future performance and is based on a number of management’s estimates and assumptions in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes are relevant and reasonable in the circumstances, including but not limited to assumptions about: general market conditions affecting the Company; the ability of exploration results, including drilling, to accurately predict mineralization; errors in geological modeling; insufficient data; equity and debt capital markets; future spot prices of copper and zinc; the timing and results of exploration and drilling programs; the accuracy of mineral resource estimates; production costs; political and regulatory stability; the receipt of government and third party approvals; licenses and permits are received on favorable terms; sustainable labor stability; stability in the financial and capital markets; availability of mining equipment and positive relationships with local communities and groups. Forward-looking information involves risks, uncertainties and other factors that may cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the Offering, volatility in the trading price of the common stock, risks relating to the Company’s ability to obtain required approvals, complete definitive documentation and consummate the Offering, the Company’s ability to complete further exploration activities, including drilling; the results of exploration activities; risks related to mining activities; risks related to the global economic environment and metal prices; environmental risks; changes in tax and regulatory regimes; and community and non-governmental actions. Factors that could cause actual results to differ materially from such forward-looking information are set forth in the Company’s public disclosures on SEDAR+ (www.sedarplus.ca) under the Osisko Metals issuer profile. Although the Company believes that the assumptions and factors used in preparing the forward-looking information contained in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release, and no assurance can be given that such events will occur within 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.
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