Osisko Metals Announces Closing of $8 Million "Bought Deal" Financing of Flow-Through Shares
MONTREAL, QUEBEC--(Marketwired - Sept. 20, 2017) - Osisko Metals Incorporated (the "Corporation" or "Osisko Metals") (TSX VENTURE:OM)(FRANKFURT:0B5) is pleased to announce that it has closed its previously announced "bought deal" private placement of 4,211,000 common shares of the Corporation that will qualify as "flow-through shares" (within the meaning of subsection 66 (15) of the Income Tax Act (Canada)) ("Flow-Through Shares") at a price of $1.90 per Flow-Through Share for aggregate gross proceeds of $8,000,900 (the "Offering").
The Offering was led by Canaccord Genuity Corp. on behalf of a syndicate of underwriters that included BMO Nesbitt Burns Inc., National Bank Financial Inc., Beacon Securities Limited, Cormark Securities Inc., Desjardins Securities Inc. and Paradigm Capital Inc. (collectively, the "Underwriters"). In connection with the Offering, the Corporation paid the Underwriters a cash commission equal to 5.0% of the gross proceeds of the Offering, provided, however, that no cash commission was payable to the Underwriters on proceeds from any Flow-Through Shares purchased by Osisko Gold Royalties Ltd and Osisko Mining Inc.
The following "insiders" of the Corporation have subscribed for Flow-Through Shares under the Offering:
Insider | Insider Relationship |
Flow-Through Shares Purchased (#) |
Subscription Amount ($) |
Osisko Gold Royalties Ltd | 10% Securityholder | 590,000 | $1,121,000 |
Robert Wares | Director of Osisko Metals | 50,400 | $95,760 |
Totals | 640,400 | $1,216,760 |
Each subscription by an "insider" is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange. Pursuant to MI 61-101, the Corporation has filed a material change report providing disclosure in relation to each "related party transaction" on SEDAR under Osisko Metals' issuer profile at www.sedar.com. The Corporation 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 therein by each "related party" of the Corporation were not settled until shortly prior to the closing of the Offering, and the Corporation wished to close the Offering on an expedited basis for sound business reasons. The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation's market capitalization, and no securities of the Corporation are listed or quoted for trading on prescribed stock exchanges or stock markets. Additionally, the Corporation is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(b) as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Corporation's market capitalization.