Falco Announces Extension of its Senior Debts and Related Warrants - Seite 2

Luc Lessard, Falco’s President and Chief Executive Officer noted: “The concurrent extensions of the Corporation’s senior debts for a period of approximately twenty-four months, demonstrate the strong relationship and long-standing support of Osisko and Glencore for Falco and the development of the Horne 5 Project. Should these transactions become effective, the Osisko Loan and Glencore Debenture will have been extended by approximately two years, providing the Corporation with additional flexibility to pursue the development and permitting of the Horne 5 Project, including the admissibility of the Environmental Impact Assessment and conclusion of the Operating License and Indemnity Agreement with Glencore.”

Closing of the Osisko Loan Amendments and the Osisko Warrants are conditional upon (i) obtaining minority approval of the shareholders of the Corporation, excluding the Common Shares held by Osisko Development Corp, to be sought at the annual and special meeting of the Corporation to be held on January 23, 2023 (the “Shareholders’ Meeting”), (ii) approval of the TSX Venture Exchange, and (iii) concurrent closing of the Glencore Debenture Amendments and the amendment of the Glencore Warrants on the terms described herein.

Closing of the Glencore Debenture Amendments and the Glencore Warrants are conditional upon (i) approval of the TSX Venture Exchange, and (ii) concurrent closing of the Osisko Loan Amendments and the Osisko Warrants on the terms described therein. Subject to satisfaction of such conditions, closing of the Osisko Loan Amendments and the Glencore Debenture Amendments, and the related issuance and amendment of the Osisko Warrants and Glencore Warrants, are expected to occur concurrently, shortly following the Shareholders’ Meeting. Additional information will be included in the management proxy circular to be filed at www.sedar.com.   

Prior to the transactions contemplated by this press release, Osisko held the Osisko Loan in the principal amount of $17,596,136, which is convertible into 31,992,974 Common Shares and also held 10,664,324 warrants of the Corporation which expired on November 27, 2022, representing approximately 13.6% of the issued and outstanding Common Shares on a partially-diluted basis assuming the conversion in full of the Osisko Loan and the exercise in full of the 10,664,324 warrants. Immediately following the closing of the Osisko Loan Amendments and the Osisko Warrants, on a partially-diluted basis assuming the conversion in full of the Osisko Loan and the exercise in full of the Osisko Warrants, Osisko would have beneficial ownership of, or control and direction over 51,632,714 Common Shares, representing approximately 16% of the Common Shares issued and outstanding. Osisko holds approximately 44% of the issued and outstanding equity interests of Osisko Development Corp., which has beneficial ownership of, or control and direction over 46,885,240 Common Shares and 2,750,000 warrants of the Corporation, representing approximately 18.1% of the issued and outstanding Common Shares on a partially-diluted basis assuming the exercise in full of the 2,750,000 warrants.