/ NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES /
MONTRÉAL, Aug. 30, 2017 /CNW/ -
Osisko Metals Incorporated (the "Corporation" or "Osisko
Metals") (TSX-V:OM; FRANKFURT: OB5) is pleased to announce that
it has entered into an agreement with Canaccord Genuity Corp. on
behalf of a syndicate of underwriters (collectively the
"Underwriters"), whereby the Underwriters have agreed to
purchase, on a "bought deal" private placement basis, 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").
In addition, the Underwriters will have the option, exercisable
in whole or in part at any time prior to the closing of the
Offering, to increase the size of the Offering by up to an
additional 1,052,750 Flow-Through Shares for additional gross
proceeds of $2,000,225.
The gross proceeds from the Offering will be used to fund
"Canadian exploration expenses" (within the meaning of the
Income Tax Act (Canada)).
The Offering is expected to close on or about September 20, 2017 and is subject to certain
closing conditions including, but not limited to, the receipt of
all necessary approvals including the conditional listing approval
of the TSX Venture Exchange and the applicable securities
regulatory authorities. The Offering is being made by way of
private placement in Canada. The
securities will not be offered or sold in the United States. The securities issued under
the Offering will be subject to a hold period expiring four months
and one day from the closing date of the Offering. The Offering is
subject to final acceptance of the TSX Venture Exchange.
In connection with the Offering, the Corporation has agreed to
pay the Underwriters a cash commission equal to 5.0% of the gross
proceeds of the Offering, provided, however, that no cash
commission shall be payable to the Underwriters on proceeds from
any Flow-Through Shares purchased by Osisko Gold Royalties Ltd and
Osisko Mining Inc.
Insiders of the Corporation may subscribe for Flow-Through
Shares pursuant to the Offering. Any issuance of Flow-Through
Shares to an insider ("Insider Participation") will be
considered to be a "related party transaction" (within the meaning
of TSX Venture Exchange Policy 5.9 and Multilateral Instrument
61-101 ("MI 61-101"). The Corporation intends to rely on
exemptions from the "formal valuation" and "minority approval"
requirements of MI 61-101 in respect of any Insider
Participation.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About Osisko Metals
Osisko Metals is a Canadian base metal exploration and
development company creating value in the zinc space in
Canada. In 2017, the Corporation acquired over 40,000
hectares in the Bathurst Mining Camp ("BMC"), a major
historical zinc-lead-silver producing district. The objective is to
develop a multi-deposit asset base in the BMC that would feed a
central concentrator. In Québec, the Corporation acquired 42,000
hectares that cover 12 grass-root zinc properties that will be
selectively advanced. In parallel, Osisko Metals will be monitoring
several zinc-oriented peers for other opportunities. Osisko Gold
Royalties Ltd. (OR:TSX / NYSE) is a significant shareholder of the
Corporation.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward‐looking information"
within the meaning of the applicable Canadian securities
legislation that is based on expectations, estimates, projections
and interpretations as at the date of this news release. The
information in this news release about the Offering; the use of the
gross proceeds from the Offering; the jurisdictions in which the
Flow-Through Shares are offered or sold; the number of Flow-Through
Shares offered or sold; the gross proceeds from the Offering; the
timing and ability of the Corporation to close the Offering, if at
all; the timing and ability of the Corporation to satisfy the
listing conditions of the TSX Venture Exchange, if at all; and any
other information herein that is not a historical fact may be
"forward-looking information". Any statement that involves
discussions with respect to predictions, expectations,
interpretations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "interpreted", "management's view", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information and are intended to identify
forward-looking information. This forward-looking information is
based on reasonable assumptions and estimates of management of the
Corporation, at the time such assumptions and estimates were made,
and involves known and unknown risks, uncertainties or other
factors which may cause the actual results, performance or
achievements of the Corporation to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking information. Such factors include, among
others, risks relating to the Offering; volatility in the trading
price of common shares of the Corporation; risks relating to the
ability of the Corporation to obtain required approvals, complete
definitive documentation and complete the Offering on the terms
announced; ability of Osisko Metals to complete further exploration
activities; property interests; the results of exploration
activities; risks relating to mining activities; the global
economic climate; metal prices; dilution; environmental risks; and
community and non-governmental actions. Although the
forward-looking information contained in this news release is based
upon what management believes, or believed at the time, to be
reasonable assumptions, the Corporation cannot guarantee
shareholders and prospective purchasers of securities of the
Corporation that actual results will be consistent with such
forward-looking information, as there may be other factors that
cause results not to be as anticipated, estimated or intended, and
neither Corporation nor any other person assumes responsibility for
the accuracy and completeness of any such forward looking
information. Corporation does not undertake, and assumes no
obligation, to update or revise any such forward looking statements
or forward-looking information contained herein to reflect new
events or circumstances, except as may be required by law.
SOURCE Osisko Metals Inc.