December 18, 2017
Osisko Metals Inc. and Pine Point Mining Ltd. have entered into a definitive arrangement agreement dated Dec. 15, 2017, pursuant to which, among other things, (i) Osisko Metals has agreed to acquire all of the issued and outstanding common shares of Pine Point, and (ii) a newly formed company (Spinco) will be created to hold all of the assets and liabilities of Pine Point, with the exception of the Pine Point project located in the Northwest Territories, all of which are to be completed by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). The arrangement will result in Osisko Metals acquiring the Pine Point project in furtherance of Osisko Metals’ stated strategy of consolidating and developing base metal assets at the mining district scale.
Under the terms of the agreement, holders of common shares of Pine Point will be entitled to receive, for each Pine Point share held immediately prior to the effective time of the arrangement:
- 0.271 of a common share of Osisko Metals;
- 0.0677 of a common share purchase warrant of Osisko Metals, with each Osisko Metals consideration warrant entitling the holder thereof to acquire one Osisko Metals share at an exercise price of $1.50 per Osisko Metals share for a period of 12 months from the closing of the arrangement;
- One common share of Spinco, which will be consolidated on a 10:1 basis under the arrangement.
The exchange ratio implies consideration of approximately 21 cents per Pine Point share, based on the closing price of the common shares of Osisko Metals on the TSX Venture Exchange on Dec. 15, 2017 (which, for greater certainty, attributes no value to the Osisko Metals consideration warrants or Spinco shares). Further, the exchange ratio represents a premium of (i) approximately 23 per cent based on the respective closing prices, and (ii) approximately 27 per cent based on the respective 30-day volume-weighted average prices, in each case, of Osisko Metals shares and Pine Point shares on the TSX-V as of the close of business on Dec. 15, 2017. This implies a total equity value of approximately $34-million on a fully diluted in-the-money basis. Shareholders of Pine Point will also benefit from the equity interest in Spinco and the optionality inherent in the Osisko Metals consideration warrants that they are entitled to receive under the arrangement. Upon completion of the arrangement, existing shareholders of Osisko Metals and Pine Point will own approximately 62 per cent and 38 per cent, respectively, of pro forma Osisko Metals (on a fully diluted in-the-money basis).
Pro forma Osisko Metals highlights:
- Leading base metal explorer: The transaction solidifies Osisko Metals’ position as one of the most aggressive base metal exploration and development companies at a time when base metal supply and demand fundamentals are exceptional.
- Consolidation of Canada’s two premier zinc-producing camps: The Pine Point project adds another cornerstone asset to the Osisko Metals portfolio. Combined with the Bathurst mining camp, Osisko Metals now controls a strong development project pipeline within two world-class past-producing base metal camps.
- Maintains strong balance sheet: Pro forma Osisko Metals will continue to have a strong balance sheet, with approximately $38-million of cash that is available to aggressively advance both of its brownfield assets.
- Strong shareholder support: Osisko Metals has entered into voting and support agreements with each director and senior officer of Pine Point and certain significant shareholders of Pine Point (being Global Resource Fund and Zebra Holdings and Investments SARL) representing approximately 39.2 per cent of the outstanding Pine Point shares. These supporting shareholders of Pine Point have, among other things, agreed to vote their Pine Point shares in favour of the arrangement.
Pine Point project highlights:
- Leveraging substantial infrastructure: The Pine Point project is located near Hay River in the Northwest Territories. Unique among mining projects in the Northwest Territories, the Pine Point project benefits from substantial infrastructure including paved road access, railhead in Hay River and hydroelectric power available on-site.
- Ready for development: The Pine Point project has had a positive preliminary economic assessment study that was filed on May, 2017, which focused on a restricted subset of open-pit deposits, totalling 25.8 million tonnes of indicated resources grading 2.9 per cent zinc and 1.1 per cent lead and 3.7 million tonnes of inferred resources grading 2.9 per cent zinc and 0.8 per cent lead, within a larger historical resource portfolio, which has not been prepared in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects. With multiple advanced exploration targets, Osisko Metals believes the Pine Point project is one of the most promising undeveloped zinc assets in Canada.
- Positive economics: Pretax net present value is $340.8-million at a discount rate of 8 per cent, and internal rate of return is 47.8 per cent, with a payback period of 1.4 years. After-tax net present value is $210.5-million, and internal rate of return is 34.5 per cent, with a payback of 1.8 years. Preproduction capital costs are $153.8-million, including a 15-per-cent contingency, with sustaining capex of $117.5-million over the life of the mine.
- Significant exploration potential at Pine Point: Osisko Metals expects to leverage an exceptional exploration upside potential to significantly enhance the resource of the Pine Point project before advancing further economic studies, which is supported by a technical report entitled “NI 43-101 preliminary economic assessment technical report on the Pine Point zinc project, Northwest Territories, Canada,” dated June 1, 2017 (with an effective date of April 18, 2017), prepared by Garrett Macdonald, PEng (JDS Energy & Mining Inc.), Kelly McLeod, PEng (JDS Energy & Mining Inc.), Dino Pilotto, PEng (JDS Energy & Mining Inc.), Ken Embree, PEng (Knight Piesold Ltd.), Albert Daniel Siega, PEng (independent consultant), and Paul Gann, PGeo (independent consultant), for Darnley Bay Resources Ltd. (now, Pine Point). During its 23-year production history, over 98 deposits were identified of which 52 were mined, producing nearly 64 million tonnes of ore at a time when it was Canada’s most profitable zinc-lead mine. Osisko Metals will work to selectively convert and upgrade the 46 undeveloped historical deposits to conform to the disclosure requirements of NI 43-101, as well as deploy modern exploration tools with innovative strategies across the property to better enable the discovery of new deposits.
- Exceptional metallurgy: Osisko Metals expects to benefit from simple and proven conventional metallurgy at the Pine Point project. Prior metallurgical testing highlighted the potential to produce very high concentrate grades, up to 59.5 per cent zinc and 76.7 per cent lead, with negligible deleterious elements.
Jeff Hussey, president and chief executive officer of Osisko Metals, stated: “We are extremely pleased to be announcing today’s transaction with Pine Point. The addition of the Pine Point project to our exploration and development portfolio is exactly in keeping with our strategy of consolidating world-class base metal mining districts. We look forward to applying an aggressive and innovative exploration strategy to unlock the full potential of both former producing mining districts.”
Jamie Levy, president and chief executive officer of Pine Point, stated: “We are delighted to have unlocked significant value for our shareholders since acquiring the Pine Point project in late 2016. We are confident the Osisko Metals team will be able to further create meaningful value to the benefit of our collective shareholders while we focus on developing our other assets.”
Benefits to Pine Point shareholders:
- Immediate and significant premium of approximately 27 per cent based on the 30-day volume-weighted average prices of both companies (attributing no value to the Osisko Metals consideration warrants or Spinco shares);
- Meaningful ownership in Osisko Metals’ high-quality, well-financed portfolio of assets, including the highly prospective Bathurst mining camp;
- Continued exposure to the Pine Point project, as shareholders of Pine Point are entitled to receive Osisko Metals shares as consideration under the arrangement;
- Pro forma Osisko Metals provides significant revaluation potential as a diversified explorer in the base metals space;
- Continued exposure to those Pine Point assets other than the Pine Point project through interest in Spinco shares, as shareholders of Pine Point are entitled to receive Spinco shares as consideration under the arrangement; based on the number of Pine Point shares currently outstanding, Spinco expected to have approximately 15.5 million shares outstanding upon completion of the arrangement;
- Optionality inherent in the Osisko Metals consideration warrants shareholders of Pine Point will receive as consideration under the arrangement.
Benefits to Osisko Metals shareholders:
- Accretive acquisition of another high-quality zinc asset in Canada with significant shallow exploration potential upside;
- Osisko Metals’ team well suited to unlock further value through systematic exploration and development of the Pine Point project;
- One of the few zinc projects with simple metallurgy potentially producing high-quality concentrates during a period of constrained concentrate supply;
- Pro forma Osisko Metals provides significant revaluation potential as a diversified explorer in the base metals space.
The arrangement will be completed by way of a statutory plan of arrangement under the Business Corporations Act (Ontario), and will require, among other things, the approval of at least 66-2/3rds per cent of the votes cast by shareholders of Pine Point at a special meeting expected to be held in February, 2018. The arrangement will also require approval by a majority of the minority of the shareholders of Pine Point, being a majority of the votes cast by shareholders of Pine Point whose votes may be included in determining if minority approval is obtained pursuant to Multilateral Instrument 61-101 — Protection of Minority Securityholders in Special Transactions. Shareholders of Pine Point representing approximately 39.2 per cent of the issued and outstanding Pine Point shares, including all of the directors and senior officers and certain significant shareholders of Pine Point, have entered into voting and support agreements with Osisko Metals in support of the arrangement.
In addition to the approvals required from shareholders of Pine Point and the Ontario Superior Court of Justice (Commercial List), the arrangement is also subject to applicable regulatory approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature. The agreement includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and the right to match any superior proposals. Additionally, a break fee of $1,435,000 is payable by Pine Point to Osisko Metals in certain circumstances, if the arrangement is not completed.
Full details of the arrangement will be included in the management information circular of Pine Point describing the matters to be considered at the Pine Point meeting, which is expected to be mailed to the shareholders of Pine Point in January, 2018, and made available on SEDAR under Pine Point’s issuer profile. A copy of the agreement will also be made available on the SEDAR profile of Pine Point at SEDAR.
The board of directors of Pine Point, on the recommendation of the special committee of the board of directors of Pine Point, composed entirely of independent directors, has unanimously approved the arrangement and will recommend that shareholders of Pine Point vote in favour of the arrangement. The special committee of the board of directors of Pine Point has received an opinion from Cormark Securities Inc. that, based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the shareholders of Pine Point pursuant to the arrangement is fair, from a financial point of view, to the shareholders of Pine Point. Copies of the Cormark Securities Inc. fairness opinion, which should be read carefully and in its entirety, and other relevant background information will be included in the management information circular that will be mailed to shareholders of Pine Point in connection with the Pine Point meeting.
In addition, the board of directors of Osisko Metals has unanimously approved the arrangement. The board of directors of Osisko Metals has received an opinion from Maxit Capital LP that, based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration to be paid by Osisko Metals pursuant to the arrangement is fair, from a financial point of view, to Osisko Metals.
Advisers and counsel
Maxit Capital LP is acting as financial adviser to Osisko Metals and its board of directors. Bennett Jones LLP is acting as Osisko Metals’ legal adviser.
Cormark Securities Inc. is acting as financial adviser to the special committee of the board of directors of Pine Point. Irwin Lowy LLP is acting as Pine Point’s legal adviser. Cassels Brock & Blackwell LLP is acting as legal adviser to the special committee of the board of directors of Pine Point.
About Osisko Metals Inc.
Osisko Metals is a Canadian exploration and development company creating value in the base metal space with an emphasis on zinc. In 2017, the company acquired over 50,000 hectares in the Bathurst mining camp (BMC). The objective is to develop a multideposit asset base that could feed a central concentrator. In parallel, Osisko Metals is monitoring several base metal oriented peers for projects and acquisition opportunities. In Quebec, the company acquired 42,000 hectares that cover 12 grassroot zinc targets that will be selectively advanced through exploration.
About Pine Point Mining Ltd.
Pine Point Mining acquired a 100-per-cent 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 $210.5-million and internal rate of return of 34.5 per cent, with a payback of 1.8 years. The PEA was prepared by JDS Energy and Mining and is based on a mineral resource estimate for the Pine Point project published as a National Instrument 43-101 technical report 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.
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