Osisko Metals Incorporated (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce the terms of a proposed “best efforts” private placement offering of up to 7,500,000 common shares of the Company that will qualify as “flow-through shares” within the meaning of the Income Tax Act (Canada) and the Taxation Act (Québec) at a price of $0.40 per FT Share for gross proceeds to the Company of up to $3,000,000 (exclusive of the Agents’ Option (as defined herein)).

The Offering will be completed pursuant to the terms of an agency agreement to be entered into among the Company and Velocity Trade Capital Ltd., as lead agent and sole bookrunner, for and on behalf of a syndicate of agents. In connection with the Offering, the Agents will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the Offering, to raise additional gross proceeds of up to $500,000 from the offer and sale of up to an additional 1,250,000 FT Shares at the Offering Price per FT Share.

In consideration for the services to be rendered by the Agents in connection with the Offering, the Company has agreed to: (i) pay the Agents a cash commission equal to 7.0% of the gross proceeds of the Offering; and (ii) issue to the Agents such number of non-transferable broker warrants as is equal to 7.0% of the number of FT Shares offered and sold under the Offering. Each Broker Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.25 per common share for a period of 18 months from the closing date of the Offering.

The gross proceeds from the sale of FT Shares will be used to incur “Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act that (i) qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act, and (ii) will be eligible for the two 10% enhancements under section 726.4.9 and section 726.4.17.1 of the Taxation Act (Québec). Such Qualifying Expenditures will be renounced to the subscribers of the FT Shares with an effective date not later than December 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT Shares. The Company intends to use the gross proceeds of the Offering to fund exploration activities at the Gaspé property, which includes the site of the past-producing Gaspé copper mine, located near Murdochville, Québec.

The Offering is expected to close on or about July 12, 2023, or such other date or date(s) as the Company and the Lead Agent may agree, and remains subject to the receipt of all necessary approvals, including, but not limited to, the conditional approval of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions, the FT Shares will be offered for sale to purchasers in each of the Provinces and Territories of Canada in reliance on the “listed issuer financing exemption” in accordance with the requirements of Part 5A of NI 45-106. The FT Shares issued under the Offering in reliance on the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed on SEDAR (www.sedar.com) under the Company’s issuer profile and on the Company’s website (www.osiskometals.com). Prospective investors should read this offering document before making an investment decision.

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 news 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.

Qualified Person

The scientific and technical information included in this news release has been reviewed and approved by Mr. Robert Wares, the Chairman and CEO of the Company, and a “qualified person” within the meaning of NI 43-101 (as defined herein).

About Osisko Metals

Osisko Metals Incorporated is a Canadian exploration and development company creating value in the critical metals space, specifically copper and zinc. The Company is a joint venture partner with Appian Canada Pine B.V. for the advancement of one of Canada’s premier past-producing zinc mining camps, the Pine Point Project, located in the Northwest Territories, for which the 2022 PEA (as defined herein) has indicated an after-tax NPV of $602 million and an IRR of 25%, based on long-term zinc price of US$1.37/lb and the current mineral resource estimates that are amenable to open pit and shallow underground mining. The current mineral resource estimate in the 2022 PEA consists of 15.7Mt grading 5.55% ZnEq of indicated mineral resources and 47.2Mt grading 5.94% ZnEq of inferred mineral resources. Please refer to the technical report entitled “Preliminary Economic Assessment, Pine Point Project, Hay River, Northwest Territories, Canada” dated August 26, 2022 (with an effective date of July 30, 2022), which has been prepared for Osisko Metals and Pine Point Mining Limited by representatives of BBA Engineering Inc., Hydro-Resources Inc., PLR Resources Inc. and WSP Canada Inc. Please refer to the full text of the 2022 PEA, a copy of which is available on SEDAR (www.sedar.com) under Osisko Metals’ issuer profile, for the assumptions, methodologies, qualifications and limitations described therein. The Pine Point Project is located on the south shore of Great Slave Lake in the Northwest Territories, near infrastructure, paved highway access, and has an electrical substation as well as 100 kilometres of viable haulage roads already in place.

The Company also has an agreement to acquire, from Glencore Canada Corporation, a 100% interest in the past-producing Gaspé Copper Mine, located near Murdochville in the Gaspé peninsula of Québec. The Company is currently focused on resource evaluation of the Mount Copper Expansion Project that hosts an inferred mineral resource (in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects) of 456Mt grading 0.31% Cu (see April 28, 2022 news release of Osisko Metals entitled “Osisko Metals Announces Maiden Resource at Gaspé Copper – Inferred Resource of 456Mt Grading 0.31% Copper”). Gaspé Copper hosts the largest undeveloped copper resource in Eastern North America, strategically located near existing infrastructure in the mining-friendly province of Québec.