Osisko Development Corp. (TSX-V: ODV ) is pleased to announce the successful completion of its previously-announced “bought deal” brokered private placement of an aggregate of: (i) 2,055,742 flow-through shares of the Corporation at a price of CDN $9.05 per FT Share; and (ii) 1,334,500 charity flow-through shares of the Corporation at a price of CDN $11.24 per Charity FT Share, for aggregate gross proceeds of approximately CDN $33.6 million, including partial exercise of the underwriters’ option. The Offered Shares will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
The gross proceeds from the sale of the Offered Shares will be used by the Corporation to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) related to the Cariboo Gold Project and other exploration assets of the Corporation located in British Columbia. All Qualifying Expenditures will be renounced in favour of the subscribers of the Offered Shares effective December 31, 2021.
The Offering was led by Eight Capital, on behalf of a syndicate of underwriters that included Canaccord Genuity Corp., National Bank Financial Inc., RBC Dominion Securities Inc., TD Securities Inc., BMO Nesbitt Burns Inc., PI Financial Corp., Scotia Capital Inc., CIBC World Markets Inc., Desjardins Securities Inc., Haywood Securities Inc., iA Private Wealth Inc., Paradigm Capital Inc., and Raymond James Ltd. In consideration for their services, the Corporation paid the underwriters a cash commission equal to 5.5% of the gross proceeds of the Offering, except with respect to subscribers on the President’s List for which no commission was paid.
The following insiders of the Corporation have subscribed for FT Shares under the Offering:
|Insider||Insider Relationship||FT Shares
|Sean Roosen||Senior Officer and Director of Osisko
|Candace MacGibbon||Director of Osisko Gold Royalties (a 10%
securityholder of Osisko Development)
|Frederic Ruel||Senior Officer of Osisko Gold Royalties
(a 10% securityholder of Osisko Development)
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. The Corporation did not file a 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 section 5.5(a) 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. 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) 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.
All securities issued under the Offering will be subject to a hold period in Canada expiring four months and one day from the date hereof. The Offering is subject to final acceptance of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. No securities may be offered or sold in the United States or in any other jurisdiction in which such offer or sale would be unlawful prior to registration under the U.S. Securities Act of 1933 or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom.
About Osisko Development Corp.
Osisko Development Corp. is well-capitalized and uniquely positioned as a premier gold development company in North America to advance the Cariboo Gold Project and other Canadian and Mexican properties, with the objective of becoming the next mid-tier gold producer. The Cariboo Gold Project, located in central British Columbia, is Osisko Development’s flagship asset with measured and indicated resource of 21.44 Mt at 4.6 Au g/t for a total of 3.2 million ounces of gold and inferred resource of 21.69 Mt at 3.9 Au g/t for a total of 2.7 million ounces of gold. The considerable exploration potential at depth and along strike distinguishes the Cariboo Gold Project relative to other development assets as does the historically low, all-in discovery costs of US $19 per ounce. The Cariboo Gold Project is advancing through permitting as a 4,750 tonnes per day underground operation with a feasibility study on track for completion in the second half of 2021. Osisko Development’s project pipeline is complemented by potential near-term production targeted from the San Antonio gold project, located in Sonora Mexico and early exploration stage properties including the Coulon Project and James Bay Properties located in Québec as well as the Guerrero Properties located in Mexico.
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