Osisko Metals Announces Closing of $7M Non-Brokered Private Placement

MONTREAL, Dec. 12, 2019 (GLOBE NEWSWIRE) -- Osisko Metals Incorporated (the “Corporation” or “Osisko Metals”) (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce the completion of the non-brokered private placement of 14,000,000 units of the Corporation (“Units”) at $0.50 per Unit for gross proceeds of up to C$7,000,000 (the “Offering”) which was previously announced in a news release dated December 3, 2019. Each Unit consists of one common share of the Corporation (each a “Common Share”) and one quarter (1/4) of one Common Share purchase warrant (each whole Common Share purchase warrant a “Warrant”). Each Warrant entitles its holder to acquire an additional Common Share at $0.52 per Common Share for 36 months following the closing of the Offering. The exercise price of the Warrants was fixed at a value equal to a 25% premium to the volume-weighted average price of the common shares of the Corporation over the last ten (10) trading days preceding the closing of the Offering.

The Offering consisted of the sale of 14,000,000 Units to Osisko Gold Royalties Ltd (“Osisko Gold Royalties”), whose ownership following the closing of the Offering is now approximately 19.9% of the issued and outstanding Common Shares of the Corporation on a partially diluted basis.  Pursuant to the terms of the Offering, Osisko Gold Royalties has the right, for as long as it holds at least 5% of the issued and outstanding Common Shares of the Corporation, to maintain its relative equity ownership percentage through participation in any future equity offerings of the Corporation. A copy of the early warning report to be filed by Osisko Gold Royalties in connection with the Offering will be available on SEDAR under Osisko Metals’ profile.

The net proceeds from the Offering shall be used by the Corporation to: advance exploration on its core mineral properties, partially fund the acquisition of the previously announced purchase of the Karst Royalty  which the Company expects to close in the coming days (see the news release dated October 15, 2019 for further detail), and for general corporate purposes.

The securities issued to Osisko Gold Royalties will be subject to the customary four months, plus one day hold period under applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX Venture Exchange.

The acquisition of the Units by Osisko Gold Royalties in connection with the Offering is conducted in contemplation of the acquisition by Osisko Gold Royalties from the Corporation of one half of the Karst Royalty, being a 1.5% net smelter return royalty in the Corporation’s Pine Point property, on the terms previously announced in December 3, 2019 news release (collectively with the Offering, the “Transactions”). The Transactions constitute a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “MI 61-101”). The Corporation is relying on the exemption from the formal valuation requirement of MI 61-101 available under section 5.5(a) of the MI 61-101 and on exemption form the minority shareholder approval requirements of the MI 61-101 available under section 5.7(a) of the MI 61-101 on the basis of the fair value of the Transactions not exceeding 25% of the market capitalization of the Corporation, calculated in accordance with the provisions of the MI  61-101.