Mr. Robert Wares reports

OSISKO METALS ANNOUNCES CLOSING OF C$107.4 MILLION "BOUGHT DEAL" PRIVATE PLACEMENT

Osisko Metals Inc. has closed its previously announced bought deal brokered private placement offering for aggregate gross proceeds of $107.4-million, including the partial exercise the option granted to the underwriters (as defined herein). In connection with the offering, the company issued an aggregate of: (i) 70,326,229 flow-through (FT) units of the company, consisting of 64,215,117 FT units at an issue price of 50 cents per FT unit and 6,111,112 FT units at an issue price of 54 cents per FT unit, for aggregate gross proceeds of $35,407,558.98; and (ii) 277,051,466 units of the company at a price of 26 cents per hard-dollar (HD) unit, for aggregate gross proceeds of $72,033,381.16.

Each FT unit comprises one common share of the company and one-half of one common share purchase warrant of the company, each of which qualifies as a flow-through share (within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and 359.1 of the Taxation Act (Quebec)). Each HD unit consists of one common share and one-half of one warrant. Each warrant entitles the holder thereof to acquire one common share at a price of 35 cents per warrant share for a period of two years following the closing date of the offering.

The company intends to use the net proceeds from the HD units toward the advancement of company's assets in Quebec and the Northwest Territories, including the advancement of the Gaspe copper project to a construction decision, and for general corporate purposes. The gross proceeds from the FT units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures (as both terms are defined in the Income Tax Act (Canada)) related to the company's projects in Quebec. All qualifying expenditures will be renounced in favour of the subscribers with an effective date no later than Dec. 31, 2024. In addition, with respect to subscribers who are eligible individuals under the Taxation Act (Quebec), the qualifying expenditures will also qualify for inclusion in the exploration base relating to certain Quebec exploration expenses within the meaning of Section 726.4.10 of the Taxation Act (Quebec) and for inclusion in the exploration base relating to certain Quebec surface mining exploration expenses within the meaning of Section 726.4.17.2 of the Taxation Act (Quebec).

The offering was led by Canaccord Genuity Corp. as sole bookrunner, together with BMO Nesbitt Burns Inc. and National Bank Financial as lead underwriters, for and on behalf of a syndicate of underwriters that included Scotia Capital Inc., CIBC World Markets Inc., RBC Dominion Securities Inc. and TD Securities Inc. In consideration for their services, the underwriters were paid a cash commission equal to 5 per cent of the gross proceeds of the offering.

All securities issued under the offering are subject to a hold period expiring four months and one day from the date hereof. The offering remains subject to final acceptance of the TSX Venture Exchange.

Certain directors and officers of the company subscribed for an aggregate 3,464,931 HD units for aggregate gross proceeds of $900,882.06. Each director and officer of the company is considered an insider of the company and, as a result, such individual's participation under the offering is considered to be a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization. The company did not file the material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation of insiders therein was not settled until shortly prior to the closing of the offering, and the company wished to close the offering on an expedited basis for sound business reasons.

Certain incoming directors and officers of the company have also subscribed for an aggregate of 11,208,144 HD units under the offering for an aggregate gross proceeds of $2,914,177.

Investor rights agreement

Concurrently with the closing of the offering, the company and a strategic investor entered into an investor rights agreement, pursuant to which the strategic investor has been granted certain rights, including the right to board representation in certain circumstances, the right to participate in future offerings of securities of the company and top-up rights, in each case subject to certain minimum ownership thresholds and certain other conditions.

Qualified person

The scientific and technical information included in this news release has been reviewed and approved by Jeff Hussey, a director of the company and a qualified person within the meaning of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Osisko Metals Inc.

Osisko Metals 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-per-cent interest in the past-producing Gaspe copper mine from Glencore Canada Corp. in July, 2023. The Gaspe copper mine is located near Murdochville in Quebec's Gaspe Peninsula. The company is currently focused on resource expansion of the Gaspe copper system, with current indicated mineral resources of 824 million tonnes (t) grading 0.34 per cent copper equivalent (CuEq) and inferred mineral resources of 670 million t grading 0.38 per cent CuEq (in compliance with NI 43-101). For more information, see Osisko Metals' Nov. 14, 2024, news release, entitled, "Osisko Metals Announces Significant Increase in Mineral Resource at Gaspe Copper." Gaspe Copper hosts the largest undeveloped copper resource in Eastern North America, strategically located near existing infrastructure in the mining-friendly province of Quebec.

In addition to the Gaspe copper project, the company is working with Appian Capital Advisory LLP through the Pine Point Mining Ltd. joint venture to advance one of Canada's largest past-producing 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 t at 5.52 per cent zinc equivalent (ZnEq) and inferred mineral resources of 8.3 million t at 5.64 per cent ZnEq (in compliance with NI 43-101). For more information, see Osisko Metals' June 25, 2024, news release, 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, NWT, close to infrastructure, with paved road access, an electrical substation and 100 kilometres of viable haul roads.

We seek Safe Harbor.