Montreal, Quebec and Toronto, Ontario–(Newsfile Corp. – February 16, 2018) – Osisko Metals Incorporated (TSXV: OM) (“Osisko Metals“) and Pine Point Mining Limited (TSXV: ZINC) (“Pine Point“) are pleased to announce that the special resolution in connection with their previously announced proposed business combination to be completed by way of a plan of arrangement (the “Arrangement“) was overwhelmingly approved today at the special meeting of shareholders of Pine Point (the “Meeting“).
At the Meeting, the special resolution authorizing the Arrangement was approved by (i) 98.36% of the shareholders of Pine Point present in person or represented by proxy at the Meeting, and (ii) 98.06% of the minority shareholders of Pine Point present in person or represented by proxy at the Meeting.
Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement, including the final approval of the Ontario Superior Court of Justice (Commercial List). The hearing for the final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement is scheduled to take place on February 21, 2018. Assuming that all approvals are obtained and all conditions precedent are satisfied or waived, Osisko Metals and Pine Point currently anticipate the closing of the Arrangement to occur on or about February 23, 2018.
About Osisko Metals Incorporated
Osisko Metals is a Canadian exploration and development company creating value in the base metal markets with an emphasis on zinc. In 2017, Osisko Metals acquired over 50,000 hectares in the Bathurst Mining Camp. The objective is to develop a multi-deposit asset base that would feed a central concentrator. In parallel, Osisko Metals is monitoring several base metal oriented peers for acquisition opportunities. In Québec, Osisko Metals acquired 42,000 hectares that cover 12 grass-root zinc targets that will be selectively advanced through exploration. Osisko Gold Royalties Ltd. (TSX/NYSE: OR) and Osisko Mining Inc. (TSX: OSK) are significant shareholders of the company.
For further information about Osisko Metals, visit www.osiskometals.com or contact:
About Pine Point Mining Limited
Pine Point acquired a 100% interest in the Pine Point lead-zinc project in December 2016. Since that time, a positive Preliminary Economic Assessment (PEA) on the project showing a robust mining operation which, over a 13-year mine life, would have an after-tax net present value of C$210.5 million and internal rate of return of 34.5%, with a payback of 1.8 years. The study assumed a zinc price of US$1.10 per pound and a lead price of US$1.00 per pound, and used an exchange rate C$:US$ of 0.75. The Pine Point Technical Report is based on a mineral resource estimate for the Pine Point Project, which was prepared in accordance with NI 43-101 with an effective date of April 18, 2017.
Stanley Clemmer, Chief Geologist of Pine Point, is a “qualified person” under NI 43-101, and has reviewed and approved the scientific and technical information relating to Pine Point presented in this press release.
For further information about Pine Point, visit www.pinepointmining.com or contact:
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation based on expectations, estimates and projections as at the date of this news release. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release includes, but is not limited to: the timing and receipt of the required court, stock exchange and regulatory approvals for the Arrangement; the timing and ability of Osisko Metals and Pine Point to satisfy the conditions precedent to completing the Arrangement; the closing of the Arrangement; the length of the current market cycle and requirements for an issuer to survive in the current market cycle; future growth potential of Osisko Metals and Spinco and their respective businesses; and future mine development plans.
These forward-looking statements are based on reasonable assumptions and estimates of management of Osisko Metals and Pine Point, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Osisko Metals or Pine Point, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of all applicable conditions to closing of the Arrangement (including receipt of all necessary court, stock exchange and regulatory approvals or consents and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Agreement); fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of zinc, gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; and those risks set out in each of Osisko Metals’ and Pine Point’s public documents filed on SEDAR at www.sedar.com. In addition, the failure of Pine Point to comply with the terms of the Agreement may result in Pine Point being required to pay a break-fee to Osisko Metals, the result of which could have a material adverse effect on Pine Point’s financial position and results of operations and its ability to fund growth prospects and current operations. Although the forward-looking statements contained in this news release are based upon what management of Osisko Metals and/or Pine Point, as the case may be, believes, or believed at the time, to be reasonable assumptions, Osisko Metals and/or Pine Point, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Both Osisko Metals and Pine Point disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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