20:13:51 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Osisko Metals Inc
Symbol OM
Shares Issued 245,824,935
Close 2023-07-14 C$ 0.235
Market Cap C$ 57,768,860
Recent Sedar Documents

Osisko Metals closes Gaspe mine acquisition

2023-07-17 12:40 ET - News Release

Mr. Robert Wares reports

OSISKO METALS ANNOUNCES SUCCESSFUL CLOSING OF PREVIOUSLY-ANNOUNCED ACQUISITION OF THE GASPE COPPER PROJECT

Further to its news release dated July 11, 2022, Osisko Metals Inc. has completed the acquisition of a 100-per-cent interest in the past-producing Gaspe copper mine pursuant to a purchase agreement dated July 8, 2022, between the company and Glencore Canada Corp., a wholly owned subsidiary of Glencore PLC.

Robert Wares, chairman and chief executive officer of Osisko Metals, commented: "The acquisition of the Gaspe copper project is a milestone for the company that provides shareholders with significant copper exposure in the mining-friendly province of Quebec. Last year's excellent drill results at Gaspe support our belief in the high-value potential of this asset and we are convinced that the acquisition of Gaspe 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 $25-million (U.S.) senior secured convertible note of the company which is convertible into units of Osisko Metals at a price of 40 cents per unit, comprising one common share of the company and one-half common share purchase warrant of the company. Each warrant will be exercisable by Glencore at an exercise price of 46 cents per common share until July 14, 2026. The convertible note will bear interest at a rate equal to the secured overnight financing rate (SOFR) plus 4 per cent, 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 per cent 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-per-cent net smelter return (NSR) royalty on the historical Mount Copper open pit and a 3-per-cent NSR royalty on all other minerals extracted from Gaspe.
  • Osisko Metals will make a cash payment of $20-million (U.S.) to Glencore upon the commencement of commercial production at Gaspe.
  • Osisko Metals is required to incur a total of $55-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-million to be incurred by March 25, 2024.
  • Osisko Metals has entered into an offtake agreement with Glencore to purchase 100 per cent of the concentrates produced at Gaspe.
  • The company and Glencore entered into an 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 postconversion basis, such number of common shares and warrants that would exceed 20 per cent of the pro forma issued and outstanding common shares, both on a non-diluted and partially diluted, postconversion basis, thus resulting in Glencore becoming a control person (as such term is defined in the policies of the TSX Venture 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 under the company's issuer profile.

In accordance with the terms of the investor rights agreement, 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 practised 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 Gaspe copper

Gaspe 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 Gaspe peninsula of eastern Quebec, approximately 825 kilometres east of Montreal. Most support infrastructure for the potential reopening of Gaspe 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 Gaspe.

As of the date hereof, the company has completed approximately 28,000 metres of drilling at Gaspe copper in accordance with the recommended work program outlined in the technical report (as defined below). Between 6,000 metres and 10,000 metres 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 attached table.

For more detailed information about Gaspe copper, please refer to the technical report entitled "Gaspe Copper Project, Mineral Resource Estimate, Mount Copper Deposit, Quebec, 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 under Osisko Metals' issuer profile.

Advisers

Bennett Jones LLP acted as legal counsel to Osisko Metals in connection with the transaction.

About Osisko Metals Inc.

Osisko Metals 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, located in the Northwest Territories, for which the 2022 preliminary economic assessment (as defined herein) has indicated an after-tax net present value of $602-million and an internal rate of return of 25 per cent, based on long-term zinc price of $1.37 (U.S.)/pound 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 15.7 million tonnes (Mt) grading 5.55 per cent zinc equivalent of indicated mineral resources and 47.2 Mt grading 5.94 per cent ZnEq of inferred mineral resources.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.