Osisko Metals Incorporated (the "
Company" or
"
Osisko Metals") (TSX-V: OM; OTCQX: OMZNF;
FRANKFURT: 0B51) is pleased to announce that it has sold an
additional 5% ownership interest in Pine Point Mining Limited
("
PPML") to a subsidiary of Appian Natural
Resources Fund III LP ("
Appian"), a fund advised
by Appian Capital Advisory LLP, a London-based private equity group
specializing in the acquisition and development of mining assets,
for an expected payment of approximately C$8.33 million (based on
certain assumptions and estimates outlined below) of which (i)
approximately C$6.66 million in cash was paid to Osisko Metals in
connection with closing of the transaction, and (ii) the remaining
amount (if any), estimated to be approximately C$1.67 million based
on certain budget assumptions and estimates of management required
to advance the Pine Point Project to a positive FID (as defined
below), to be paid as a milestone payment to Osisko Metals upon a
positive FID (if at all) (the "
Additional Interest
Disposition"). PPML is a joint venture entity jointly
owned by the Company and Appian, which holds the Pine Point
Project. The Additional Interest Disposition is a non-arm's length
transaction within the policies of the TSX Venture Exchange (the
"
Exchange") as Appian is a non-arm's length party
of PPML, an affiliate of the Company.
Robert Wares, CEO and Chairman of the Board,
commented: "The sale of the additional five percent interest in
Pine Point to Appian will allow the Company to advance the Gaspé
Copper project without resorting to an additional equity financing,
which in the current market would be excessively dilutive. We thank
Appian for their committed interest in the Pine Point Project and
look forward to a continued productive joint venture."
As additional background, the Company and Appian
formed a joint venture in respect of PPML on April 6, 2023 pursuant
to which, among other things, Appian is entitled to earn up to a
60% ownership interest in PPML by satisfying certain funding
obligations in respect of the Pine Point project. See the Company's
news release dated April 6, 2023 entitled "Osisko Metals Announces
Successful Closing of Previously-Announced Joint Venture
Transaction with Appian". Pursuant to the Additional Interest
Disposition, the Company and Appian entered into (i) an amending
agreement to the investment agreement dated February 21, 2023, and
(ii) amendment and restatement of the joint venture company
agreement dated April 6, 2023 to, among other things, provide for
the following amendments to the joint venture:
-
Increase in the target ownership interest by Appian in PPML
from 60% to 65% – Appian will commit to funding all cash
calls issued by the board of PPML to Appian until Appian has
acquired an ownership interest of 65%.
- Board
Size and Composition – Prior to the amendments, the board
of directors of PPML consisted of four directors (two nominees from
Appian and two nominees from Osisko Metals), with Appian having the
right to appoint the Chair and the Chair having the casting vote.
Pursuant to the amendments and subject to certain exceptions, the
default board of directors of PPML shall consist of five directors
(three nominees from Appian and two nominees from Osisko Metals).
During any period in which Appian holds less than 65% of the shares
of PPML and terminated its buyer commitments, the PPML board will
consist of four directors, with Appian and Osisko Metals having the
right to nominate two directors each, subject to certain
exceptions.
- Casting
Vote – In exchange for increasing the nominees of Appian
to the board of directors of PPML from two to three nominees, the
threshold for a casting vote by the Chair has been increased from
60% to 65% in the event Appian holds more than 50% but less than
65% of the shares of PPML and has terminated its buyer
commitments.
The increase in Appian's target ownership
interest in PPML from 60% to 65% is expected to result in
additional proceeds to Osisko Metals of C$8.33 million, of which
(i) approximately C$6.66 million in cash was paid to Osisko Metals
in connection with the closing of the transaction, and (ii) the
remaining amount (if any), estimated to be approximately C$1.67
million, will be paid as a milestone payment to Osisko Metals upon
a positive final investment decision on the Pine Point Project
("FID") (which amount represents the estimated
increase in the milestone payment on account of the Additional
Interest Disposition relative to the initial joint venture target
ownership structure, based on the estimated budget of C$75.3
million to take the Pine Point Project to FID since the
commencement of the joint venture). See the Company's news release
dated February 22, 2023 entitled "Osisko Metals Signs C$100 Million
Investment Agreement with Appian Natural Resources Fund for a Joint
Venture on Pine Point". After giving effect to the Additional
Interest Disposition and based on the estimated budget of C$75.3
million to take the Pine Point Project to FID (and related
assumptions therein), the milestone payment upon positive FID to
bring Appian's ownership in PPML to 65% is expected to be
approximately C$18.03 million. The final milestone payment will
increase or decrease should the actual amount spent to FID differ
from the estimated budget of C$75.3 million. There can be no
certainty that the actual costs will be aligned with estimated
budget or that any milestone payment will be made to Osisko Metals
at all or that positive FID or construction decision on Pine Point
Project will be achieved as budgeted or at all.
No other material changes are contemplated to
the key terms of the joint venture arrangement between the parties
as outlined in the investment agreement dated February 21, 2023 and
joint venture company agreement dated April 6, 2023, which are
available on SEDAR+ (www.sedarplus.ca) under the Company's issuer
profile.
The Additional Interest Disposition remains
subject to the final approval of the Exchange.
Advisors
Maxit Capital LP acted as financial advisor to
Osisko Metals and Bennett Jones LLP acted as legal counsel to
Osisko Metals in connection with the Additional Interest
Disposition.
About Osisko Metals
Osisko Metals Incorporated is a Canadian
exploration and development company creating value in the critical
metals space, more specifically copper and zinc. The Company is a
joint venture partner with Appian Capital Advisory LLP for the
advancement of one of Canada's premier past-producing zinc mining
camps, 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 was prepared for Osisko
Metals and PPML by representatives of BBA Engineering Inc.,
HydroRessources 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.sedarplus.ca)
under the 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, with paved
highway access, an electrical substation, as well as 100 kilometres
of viable haulage roads. In addition, the Company also acquired in
July 2023, from Glencore Canada Corporation, 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.
About Appian Capital Advisory LLP
Appian Capital Advisory LLP is the investment
advisor to long-term value-focused private capital 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, Australia and Africa and a successful track
record of supporting companies to achieve their development
targets, with a global operating portfolio overseeing nearly 7,000
employees.
Appian has a global team of 81 experienced
professionals with presences in London, New York, Toronto,
Vancouver, Lima, Belo Horizonte, Montreal, Dubai, Johannesburg and
Perth.
For more information please visit
www.appiancapitaladvisory.com, or find us on LinkedIn, Instagram or
Twitter/X.
For further information on this press
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,
including, among other things, the results of the 2022 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 size of the copper resource located in the Gaspé Copper Mine;
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 Pine
Point Project having the potential for mineral resource expansion
and new discoveries; the timing and ability for the Pine Point
Project to reach FID or construction decision (if at all); the
estimated costs to take the Pine Point Project to reach FID or
construction decision; the amount of milestone payments to be
received by Osisko Metals in the future (if at all); the impact to
the Company of the disposition of ownership interest in the Pine
Point Project; the benefit, if any, of the Additional Interest
Disposition to Osisko Metals, including the impact of the increase
in target ownership by Appian in PPML; the ability to obtain the
final approval of the Exchange in a timely manner (if at all); and
the ability of the Company to advance Gaspé Copper project without
additional equity financing. 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 total cost required to bring the
Pine Point Project to FID (and the assumptions underlying such
model); the expected payments (if any) to Osisko Metals (and the
assumptions underlying such model); the estimated costs to advance
Gaspé Copper project; the ability to obtain additional financing as
needed to advance Gaspé Copper project in a manner that is not
dilutive or at all; 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.sedarplus.ca. 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.
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