Toronto, Ontario (May 29, 2023) – Osisko Mining Inc. (TSX:OSK. “Osisko” or the “Corporation“) is pleased to announce the results of its annual and special meeting of shareholders (the “Meeting“) held earlier today. A total of 291,356,722 common shares of the Corporation were represented at the Meeting, representing approximately 75.9% of the total number of common shares of the Corporation issued and outstanding.
All matters presented for approval at the Meeting were duly authorized and approved, as follows:
- PricewaterhouseCoopers LLP was appointed as the auditor of the Corporation for the ensuing year, and the board of directors of the Corporation was authorized to fix their remuneration;
- all of the management nominees were elected to the board of directors of the Corporation to serve for the ensuing year or until their successors are duly elected or appointed (details in table below); and
- the omnibus equity incentive plan of the Corporation and the unallocated options and other entitlements thereunder was ratified, confirmed and approved.
Detailed voting results regarding the election of directors are as follows:
|Name||Voted For||Voted Withhold|
|José Vizquerra Benavides||262,197,094||95.651%||11,920,289||4.349%|
|Patrick F.N. Anderson||271,914,557||99.196%||2,202,826||0.804%|
|Bernardo Alvarez Calderon||270,172,278||98.561%||3,945,105||1.439%|
Further details on the above matters, including the report of voting results thereon, are available on SEDAR (www.sedar.com) under Osisko’s issuer profile.
About Osisko Mining Inc.
Osisko is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Osisko holds a 50% interest in the high-grade Windfall gold deposit located between Val-d’Or and Chibougamau in Québec and holds a 50% interest in a large area of claims in the surrounding Urban Barry area and nearby Quévillon area (over 2,300 square kilometers).
For further information please contact:
Chief Executive Officer
Telephone (416) 363-8653
Good day, ladies and gentlemen, and welcome to the Gold Fields and Osisko Mining joint venture to develop the Windfall project. At this time all participants are in listen only mode, and a brief question and answer session will follow the presentation. If you should require any assistance during the conference, please press * and then 0 on your telephone keypad. As a reminder, this conference is being recorded. It’s now my pleasure to introduce your host, Martin Preece. Please go ahead, sir.
Thank you, Chris. Good afternoon, ladies and gentlemen. Good morning to those on the other side of the world, and welcome to this call. I think a special welcome to John and his team from Osisko, who are joining us from Toronto. In terms of the rationale for the call today it’s just to update you all on the recently announced partnership we are going into with Osisko Mining related to the Windfall project in Quebec, Canada. I’m going to finish off these introductory remarks and ask John if he’s got any further remarks to add. And then I will go through some of the basics around the deal. And then John is going to take us through the project itself. And at the end, we will take some questions. The presentation is loaded on our website for those of you who’d like to watch it. John, if I could maybe hand over to you, I’m sure you have some introductory remarks.
Yes. Thank you, Martin, and welcome everybody to today’s call. I’ll keep my points brief. We’re very excited, very happy to make today’s announcement with Gold Fields. Windfall is an absolute world class deposit. I believe we’ve worked on this one for about seven and a half years, with some very stunning results in terms of the drilling, the grade, the scale of this deposit. It’s an exciting deposit and an exciting day for us. Really this kicks off the first day of marching towards mining, which we expect in about two and a half, three years’ time from now. Martin will walk you through the deal. And I will try and give you that same sense of excitement that we feel jointly both as Osisko and Gold Fields for how we see this deposit developing in the future. So back with you, Martin.
Thanks, John. So, as John said, a very exciting day for all of us. We’re really pleased to be partnering with Osisko. They’ve put a lot of effort over many years into this. Our teams have been working on this jointly for the past year and a little bit. And I think what really excites us is working with Osisko. They’re an experienced partner with vast experience in that in that jurisdiction. It’s a world class asset with all in sustaining costs of just below $800 an ounce. We’ve got a 10 year reserve life on the project. I think really importantly for us is the upside we see and the analogue with our operations in Australia, where we see significant expansion and exploration potential.
And then John and his team, have got a really strong ESG track record, which dovetails with what we’re doing, the power line that they’re doing with local communities, and completely renewable power to come to the site. We are going to share in the project development exploration, each contributing skills to create a unique partnership. We’re really excited about going into a really strong jurisdiction with a great track record with Osisko with exploration permitting, construction and operating in Quebec. We know it’s a tough environment. I think the really important thing around the upside is the 50/50 joint venture over the Windfall project, but importantly, Urban Barry and Quévillon camps. That’s over 2,400 square kilometres of land package, which we believe it’s got significant upside potential.
In terms of the acquisition cost, we’re going to be buying in at $600 million Canadian, paid in two tranches, one tranche today, and the second tranche once permitting comes through. And we’ve also committed to $75 million Canadian Dollars for the exploration spend to unlock that long term upside potential. In terms of funding, we’re going to fund this through cash reserves and debt facilities. And we in no way see this affecting the payment of dividends and remain committed to paying 30% to 45% of our normalised earnings, as we had announced during the last year.
Growing the quality and value of our portfolio and strengthening our pipeline, this is really important for us, an asset coming in at under $800 all in sustaining cost with a nice long life. And I’ve touched on the ESG. In terms of commercial terms and operating structure, it’s an immediate formation of the 50/50 partnership, which will be jointly run by both parties in equal representation at both board and committee level. The partnership covers the feasibility stage Windfall Project, as well as the highly prospective Urban Barry and Quévillon camps.
In terms of the consideration, which I touched on, basically the two tranches of $300 million, the first of which is transferring to today, which is approximately $220 million US Dollars. In terms of development, we have a 50/50 share in the interim programmes and the construction costs going forward, which is Canadian Dollars $1.1 billion on 100% basis. And then as I’ve touched on the exploration part, we will for the first seven years fund an amount of $75 million Canadian Dollars to drive the exploration. I think the headline for us is that this is a measured entry into tier one jurisdiction on an exceptional asset, which John referenced in his introduction, and something that we really excited about.
I think just touching very briefly on our strategy, this transaction supports both pillar three and pillar two, around growing the value and quality of our portfolio of assets and then building on our leading commitment to ESG. So, fully aligned to our strategy and where we’re going as a business. I think just in summary, I think in terms of our strategic criteria for improving the value and quality of our portfolio, I think asset quality, the first one, at $800 all in sustaining cost and below, a life of mine of 10 years just on reserves, not including resources.
So, we’ve got asset quality, we’ve got jurisdictional quality, being in Quebec in Canada. The strengthening the pipeline, as we’ve touched on. The exploration assets and growth potential at camp scale. Long life. And the project is at the construction stage already. Osisko has invested a lot of money in getting the site to where it is. And then we touched lastly on the ESG practices. Osisko is ranked very highly and their MSCI rating was an A in 2021. So, for us it’s an accretive incremental portfolio improvement that follows the same principles as the AngloGold Ashanti JV in Ghana that we announced some weeks ago. John, if I could maybe hand it to you to talk more competently about the project.
Thank you, Martin. As I mentioned, Windfall is truly an exceptional deposit. As it stands right now with our 7.4 million ounce total all combined resource, it is the largest high grade underground deposit ever found in Quebec in the last 100 years of exploration. It’s located in a similar Archaean Greenstone belt to the well-known or at least better known Val D’Or camps and Timmins camps, both of which have produced over 100 million ounces in the last 100 years. There’s really no difference between the potential for the Windfall belt. It’s just been less explored, literally a fraction of the exploration of the last 100 years as those other belts.
On slide seven, you can see on the top left corner, there’s a comparison of Windfall to other Canadian gold discoveries. It ranks within the top 10% of Superior Province discoveries that were over 5 million ounces. So, it’s already a highly ranked deposit as it stands. We expect it will grow over time and continue to move to the top of that list. Where we stand today, if we were in production at the current reserve grade that we used in the feasibility of 11.4 grams per ton, it would be in the top 10 high grade producers globally. We have good reason to believe that that head grade as we go into mining may increase and increase substantially. That’ll be the big question as we get into the first 12 to 18 months of mining.
We’ve employed a very strict triple capping on this deposit because of the preponderance of coarse gold. We’ve taken three bulk samples today of about 15,000 tonnes total and recovered 15,000 ounces of gold. We’ve had recoveries and positive reconciliation with between plus 26% up to plus 89%. So, it is an exceptional deposit as it stands capped. We fully expect to commence at what we stated in our feasibility of 306,000 plus or minus ounces per year. We have good reason to believe that once we get mining, we may actually see additional grade come in. And just as a note, every 1 gram of additional grade that we do capture, and we have been capping out about 25% of the gold metal from our resource, every additional 1 gram of grade that we capture would add about another 35,000 ounces per year. So, there’s good reason to believe that as we move forward with additional work on the deposit, we see this thing to creep up and surpass things like 400,000 ounces a year plus.
Where this deposit sits, compared to other very well-known Canadian gold camps and gold mines like Red Lake, Macassa, LaRonde. We’ve drilled the deposit over the past seven years with 2 million metres of drilling. It’s very well drilled. Some of you on the call may not be familiar or as familiar with Osisko Mining. But our group, Bob Wares, Sean Rosen and myself started Osisko back in 2003. In the space of six years and a month, we defined the Canadian Malartic deposit, Canada’s current largest single gold producer, about 700,000 ounces a year, put that into production. A very big mine. So, we know this is a little different in terms of it’s a high grade mine. But where Windfall sits right now, with 2 million metres of drilling we have it defined from surface down to 1,200 metres.
We’ve done extensive drilling on the deposit with some deeper holes as well below that. We have good reasonably we can double that resource as we go forward. We literally have to pick a place to stop. The target over the last two or three years was to come up with something just over 4 million ounces, so that by the time we added mine dilution, we were starting with a 3 million ounce reserves that we could then project a 10 year mine life on. But the deposit certainly doesn’t stop at 1,500 metres. We’ve drilled the deepest hole in Canada. It’s about 3.4 kilometres long. We wanted to take a look at the roots of the system. And we have economic intercepts as deep as 2.8 kilometres vertical. So, there’s a lot of room for this deposit to grow. We could probably spend the next five years plus just expanding the deposit internally even above that 1,200 metre level. But certainly, as we go down plunge, we are seeing higher grades and wider widths of this deposit. So, it is very truly a very exceptional deposit. And I think it stands alone in its class globally today is as one of the very highest grade near term development assets.
On the next slide on slide eight, the feasibility highlights. Again, we chose a 10 year life of mine based on that 4.1 million ounce reserve that we diluted down to 3.2 million. But we didn’t include 3.5 million of the other ounces. They are still there. Our conversion success has been well over 90% in terms of bringing those ounces from inferred into measured and Indicated. And there’s at least another half the deposit in our minds as we go down plunge and laterally to add on as we move forward with the mining. We’re looking at first production in 2025. Permitting was commenced in March. It’s typically about an 18 month plus process. We have some hopes that it might be shorter. But once we come out of permitting, we’re looking at a few months to get the actual construction release from the Quebec government, and then about a 12 month construction cycle. So, that would put us into late 2024, early 2025 if everything works perfectly, which we all know happens every single time in the business, with exceptions.
The feasibility was predicted 306,000 ounces per year, based on a diluted grade of 8.1g from that initial 11.4g per ton grade in the reserve. We added some inferred material in there that we’re obliged to mine through as part of the development. We counted it as zero. We know it’s not zero. It’s actually about the same resource reserve grade, subject to more drilling before we can add it to the M&I categories. If we were to include that as drilled out material, we’re probably looking at something more like 326,000 ounces per year on that basis. And this is before we start thinking about adding additional grammes that we may see come into the mine as we move forward.
Construction costs in the feasibility were estimated at $789 million Canadian. We are seeing some cost reduction. We have seen some cost reduction in the past three to four months as we move through detailed engineering. We’re currently about 30% to 40% through the detailed engineering. We’re looking for like $720 million Canadian as capex costs. That includes about $50 million Canadian of contingency. The AISC at $758 US per ounce is certainly very good AISC. But again, adding those other ounces that we excluded and counted as zero, we do expect that number to come down. And certainly, if we see additional grade, we’re getting one for free and just dividing by a bigger number. So, we should see the AISC, if we are correct about that additional grade coming in, drop below $700.
As Martin mentioned, we are in partnership with the First Nations in a very big way. The Waswanipi Economic Development Corporation is currently building a hydro line to site from their substation in their town. This is about maybe a five kilometre long hydro line. They are currently about 20% complete. It’s spring break up there right now. So, there’s a couple of weeks from when big trucks are allowed to move around. We are expecting that hydro line to be complete by the end of this year or early in 2024, all on schedule.
The new mine will be creating over 1,000 direct and indirect jobs during construction, and about 670 direct jobs during operations. We currently employ about 30% as First Nations employees from the region. Our workforce is very diverse. We have very good balance from the board of directors through management, to our technical and operations staff at site of all genders, and certainly a big First Nations component and many, if not most of the employees are Quebec based.
Onto slide number nine, the ramp up and expansion potential. This is my favourite slide of all the slides that we typically put in our deck. When we started the Windfall back in 2015, it’s a longer story, but I’ll try and make shorter. The original Osisko Mining, which we were forced to sell back in 2014, Bob Wares developed a list of targets. This camp was on that list. We drove on target and then walked away because we didn’t see the size potential there. And then we spent the next 10 years with Canadian Malartic drilling it out, putting it into production, building it, building a team. We produced the first 1.2 million ounces of gold from that mine before we were forced to sell it in 2014 because of a hostile takeover attempt from Goldcorp.
So, we do have production experience in Quebec basically all the way from concept to acquisition to drilling to construction to operations. Windfall will be no different. That’s one of the attractions I think of this partnership for Gold Fields. We have a fully functional fighting team, not only on the exploration and discovery front, but also in the development and operations side. In terms of the discovery potential, the members of our team have an exceptional record in Quebec. We’ve discovered the last three world class deposits discovered in Quebec, and that is Canadian Malartic, Windfall and Éléonore with members of our team over the past 17 to 18 years. And hats off to members of the group.
Back to the slide, you can see on the left hand side of the cross section it shows the 1,000 metre level. Just a little bit below that, from 1,200 metres to surface is where we have our entire resource, the 7.4 million ounces in all categories. That includes the 4.1 million ounce reserve that we used in the feasibility. You can see the deep hole in the middle, which we call the Discovery 1. If this was a larger diagram, you would see it project down quite a lot deeper. But there’s wide open potential to expand the deposit following these areas down plunge. We know they’re there. We didn’t stop drilling because we didn’t believe in the potential. It’s just we had to physically stop at some point. Having the access underground – we’ve got approximately 12 to 13 kilometres of underground ramp from surface down to 630 metres vertical right now – has allowed us to put in underground drilling stations and drill it even more efficiently.
Our discovery cost at Windfall has been approximately $45 US per ounce, including all of those 2 million metres of drilling. These are world leading cost of discovery. And we expect that to continue for a long time at Windfall. It’s a growing deposit. Again, honestly my personal belief is that if we were to do nothing to drill for a while, this would easily go over 10 million or 15 plus million ounces in time. It’s not the immediate objective. The immediate objective is to complete the work, permitting, and build the mine and getting the production. But certainly, in terms of the overall exploration potential around Windfall and the belt, you don’t have to go far to find a lot of additional ounces by just looking where we are laterally within the deposit, staying above the 1,200 metre level. And then as we desire, move down plunge and replace these reserves as we mine them.
The next slide, with respect to our ESG credentials, and back to our prior experience as an operator. Again, I’ll say that we’ve produced the first 1.2 million ounces at Canadian Malartic. We were a mining company just about eight years ago. And before they called it ESG, it was called Sustainable Development. And before that, it was having a social licence. And before that, it was just playing with operating practices. We’ve always done this. We report to a standard of an operating mining company already, so it’s a very good fit with Gold Fields in terms of how we treat our ESG responsibilities. We are genuinely sincere about it. And this will be one of the newest and most ESG friendly and responsible mines to open in the country in the coming couple of years.
We mentioned the power line. It’s well in progress. This is the first time in Quebec that Hydro Quebec has not built a power line to a site. This is truly a ground-breaking agreement that we have with the First Nations of Waswanipi and the Economic Development Corp to build this line, and I truly believe that this is going to become a model for other companies operating in places like Quebec and across Canada in dealing with First Nations to share the benefits of mining in the northern areas.
At that point, we just want to touch briefly on the regional exploration. Outside of Windfall, backed with 2 million metres of drilling that we’ve done in the last seven, seven and a half years, almost all of that has been conducted within about a five square kilometre area. We have a property that is district scale. It’s 2,400 square kilometres of coverage. We control about 65% of the geology. Early on when we started back in 2015, we age-dated all of the intrusives in the belt related to gold mineralisation. They are all 2.69 to 2.72 billion years old, spread across the belt. So, it has told us the Windfall deposit is not a singularity. This was a true mineralising event, very much identical to the Val D’Or camp or the Timmins camp, where again, they have over 100 million ounces of production over the last 100 years. We expect the same thing fully through exploration that we will find additional Windfalls and Windfall type deposits as we move forward and get on to that big regional exploration programme that is part of today’s announcement.
Just one last slide to zoom in around the deposit. Again, we don’t have to go far from Windfall to have additional targets. We’ve had five or six surface showings and discoveries through minimal exploration drilling. The problem that we had over the last three to four years as we drilled out the deposit and put those 2 million metres in is underground deposits are very different from open pit mines. We have to drill a long way through sterile before you get your economic intercept that goes into your resource. So, we had to heavily focus on drilling up the resources of the deposit. We had up to 35 drills, one of the largest drill programmes that I’ve ever been associated with. We’ve calmed that down a lot. We only have 15 rigs right now. They have got seven on surface right now doing regional exploration.
But we can occupy ourselves very handily, again, just doing near deposit exploration on some of the highest potential areas. We do have surface showings on the property for the 45 kilometres to the east. They have been returning results of multiple ounces at surface that we’re hoping to get to and start drilling soon. But I think you can expect that there will be a future discovery success on this property as we get more rigs out and start doing exploration property wide. At that point, I’m going to hand it over to Chris. And I think we’re going to go to questions.
Thank you very much, sir. Ladies and gentlemen, at this time, if you do wish to ask a question, please press * and then 1 on your touchtone phone or on the keypad on your screen. You will get a confirmation tone that you have joined the queue. If you if you wish to withdraw your question, please press * and then 2 to remove yourself from the list. Again, if you wish to ask a question, please press * and then 1. Our first question is from Adrian Hammond of SBG Securities. Please go ahead.
Good day, Martin and John, and thanks for the detailed presentation. I’d like to start with some questions firstly for Martin. Three for you. Firstly, could you just clarify who will be the operator of this new JV? And also, how do you see… typically JVs In the past haven’t been too successful. We’ve seen it time and time again. How do you expect to manage that with a new partner? And then secondly, you’ve also got another project coming online soon. You’ll be managing two now. So, just some colour on how management will stretch themselves and how you’ve tested the balance sheet for the funding of this project. And then thirdly, on the feasibility study, the numbers that you’ve given us yet today. What is the dates of these numbers? And did you use any considerations for capex, given the inflationary environment we’re in today? John did mention that the capex numbers could actually fall. And then I just want to clarify that number from John. Is that number that you quoted for first construction versus the total capex bill of $1.1 billion including the sustaining capex? I think that’s it from me. Thanks.
Thanks, Adrian. I’ll have a go, and then I’m sure John will add to it. So, neither of us are going to be operator. It’s a true 50/50 JV operated in a very similar mechanism [break in audio] Canadian Malartic was operated. We will each allocate 50% of the board members. And this will be run as a separate company, where we will have three people from each organisation on the board. They will employ management, and the entity will be run separately. There will be three subcommittees and underneath that, that will support the board and the management in the executing of the duties. I think you’re very right about JVs are always typical. But I think it’s around having the right personalities, the right leadership. And we’ve run a very successful JV in Australia, where we are the operator. It’s about mutual respect, and about how we look at the interests of all parties, not just one party. So, I’m very comfortable with the arrangement. I think John and his team have run this model before. They’ve run it very successfully. And we’ve got a great deal of comfort with the model. Paul, do you want to just touch on the funding quickly?
Adrian, I think you need to bear in mind that Salares Norte comes online next year, and we we’ve guided circa 500,000 ounces, all in cost of $650. So, you can imagine how much money Salares is going to make. So, as we said, initially, it will be provided from debt facilities, but then the funding will come from basically operational cash flows going forward.
Thanks. That’s clear. Then John, I had a question for him, but perhaps I can just change that one. What I haven’t seen here today is how will Osisko fund their portion.
John, do you want to answer that?
Yeah, certainly. Pro forma this deal and fully diluted will be somewhere north of $900 million of cash. We currently have $200 million in our bank account. Subsequent to the payment we have other instruments in the company and investments and things to take us well over $900 million Canadian. So, our half of the capex is fully funded. Plus, we have a very comfortable cushion.
I think you had a question as well about the partnership with the capex. We do believe the capex will come down. When we put out the feasibility really it was peak inflation in terms of where numbers were going, but half of that was probably supply chain related in terms of what we were being quoted things. Ships were stacking up in ports. We saw the same thing happen in 2009 post the financial crisis. We were building Canadian Malartic at the time and tyres that were $20,000 each were shooting up to $80,000 or $90,000 per tyre. But that pressure came off. We don’t expect it to go back down to pre-inflation level, but we do see some cost reductions, certainly just in terms of pricing. But we’re also finding economies in terms of how we are designing the mine. And so, we do expect a significant reduction in terms of what the overall capex will be from the stated number in our feasibility.
The partnership question. We’ve been doing project evaluation with Gold Fields for some time now. The teams get along extremely well. Gold Fields has a very highly skilled technical team, and we have a very highly skilled technical team. You know, we’ve got great discoverers in our group and great engineers and a very keen group of members of our staff who are very exceptional in what they do. They are cutting edge. And I think these two teams are going to get together very well. And there will be good efficiencies, but also some very good trading of ideas that are going to make what I believe is already a spectacular deposit be an even more spectacular mine.
The document was published in December last year, 28th of November last year.
Thank you very much, guys. That’s clear.
Thank you. The next question is from Josh Wolfson of RBC. Please go ahead.
Yeah, thanks very much. I guess a question first for Gold Fields. Could you comment on whether there is a standstill associated with this or any ROFRs for the 50% stake that’s not owned? And then also, why hasn’t the company looked at acquiring the 100% stake? Was that an option? Given the company’s financial resources and I guess the appeal of the asset, that seemed to be the reasonable…
Sure. Yeah, I can answer that one for you, Josh. We weren’t looking to sell the deposit 100%. We have very publicly been looking at joint venture partnerships for over a year now. And so that’s my simple answer.
Okay, and then the standstill or ROFR associated with the other 50% then, are there any details that can be disclosed there?
I think we have got agreements, and in the fullness of time, we’ll be quite happy to release that. But there is an element of a standstill.
And I think we intend to respect that, Josh.
Okay. And then just another question for the Gold Fields team. The size of this transaction looks to offset some of the declines, at least that we forecast for Salares. The team it sounds like has been reasonably active on M&A. What is the Gold Fields perspective on further pursuit of M&A after this deal has been announced?
I think, Josh, we’re going to take some breathing space now. I think we’ve got enough to keep ourselves busy now. As Adrian said, we’ve got the deal in Ghana. We’re commissioning Salares at the moment. So, I think we’ve got more than enough to keep us busy for a while now and we want to make this work.
Okay. Thank you very much.
Thank you. The next question is from Ovais Habib of Scotiabank. Please go ahead.
Hi, John and Martin. Congratulations. Just a couple of questions from me, and primarily for John. Now that you’ve got a JV partner to build Windfall, does this provide you and your team the chance to look at other projects to build on Osisko’s project portfolio? Or are you going to focus on Windfall? Is that the focus for the near term?
Yeah, we’re absolutely going to focus on Windfall near-term, Ovais. That’s a good question. But our 100% focus is still on the deposit itself. As I mentioned earlier, we could spend a long time just continuing exploring internally and laterally from where we have to find mineralisation. I’m certain we’re not going to run out of targets for a long time. The down plunge potential of this deposit is exceptional as we’ve shown from deeper drilling. The near deposit potential is very high. Every time we tried to put drills out there over the last three or four years, we had to pull them back because of shortage of drillers, and then do a lot of infill holes to get that resource that everybody was baying for. So no, we’re certainly not going to go out and look for other things in other parts of either Quebec or the country. We’ve got our hands full here for the foreseeable future and certainly for the balance of my career, just finding the deposits around Windfall.
I think, John, and we have 100 years. I think there’s enough to keep us all busy there. I think it’s going to go past my and John’s retirement.
Yeah. Again, the nature of the main deposit itself is exceptional. But we are certain that there are more to be found.
And I guess that’s the reason why you wanted to keep that 50% on the JV side and not give it away 100%?
Absolutely. Absolutely. I mean, if you can go back to what happened with Canadian Malartic, that would have been the only thing that Sean, Bob and I ever did if we did manage to keep it. When we sold the company, it had 13 million ounces. We put the discovery holes into Odyssey, which is really just part of the old East Malartic system. But we didn’t have enough time during the hostile takeover to drill it out. We were eventually going to get to it. And if anybody doubts, the guys who drill a million metres a year almost, we think we certainly would have defined it. So, there’s enough meat on the bone here to find a lot of things in the future. And really, this is going to keep us fully occupied as we go forward. And certainly, the value for Osisko shareholders, even though we are taking a partner for 50% of this deposit, the market hasn’t been paying us for 50% of the deposit. They haven’t been paying us for a fraction of this deposit. We honestly believe that this is much larger just as a standalone Windfall. But certainly, everything else has been discounted. And certainly, with a partner like Gold Fields, we’re going to knock over some tables and throw a few chairs around and find some more deposits in the near term. I’m quite certain.
Perfect, thanks for that colour. And the second question, can you just provide us what we should expect over the next 12 months, just in terms of any sort of updates, as well as can you just touch a little bit on the permitting side as well, John?
Yeah, sure. Completion of power line, completion of IBA coming out the other side of permitting, next year. Construction release from the Quebec government and then starting construction. Really, the project is de-risked to that point. And I remember from the mine build we did at Canadian Malartic, this is all just time driven. We do have an exploration programme and progress that we started back in January. We will accelerate that now with emphasis with our new partner, Gold Fields. So, we stand by any given week, where depending on how the drill is doing, we may turn up some other interesting things. But really, it’s the marked progress of the deposit moving forward and coming to that production date. The project’s gone very smoothly over the last seven years. It has been a lot of drilling, but it’s a very big deposit. And certainly, I think we will be newsy as a as a joint venture going forward. Certainly, we expect to hit those milestones relatively within the schedule that we presented previously as a standalone company. We don’t see any obstacles in front of us. Perfect.
Sounds good, guys. And that’s it from me, and thanks for taking my questions.
Thank you, Ovais.
Thank you. The next question is from Kerry Smith of Haywood Securities. Please go ahead.
Thanks, operator. Martin, just on the feasibility study, was Gold Fields comfortable with the capital operating cost estimates that were developed by the feasibility? Or how did you view that study?
So, we’ve obviously, as I said earlier, been talking to Osisko for over a year now. Our team, obviously as part of the due diligence has looked through that. I think John referenced a short while ago, that our technical team from our technical office in Australia has been actually doing some detailed work on some parts of the feasibility with John, more specifically around the process plant where a lot of the capital sits. And I think John can talk for himself, but I’m sure we’ve added value to each other there. So, we’ve looked at the capital. I think we believe the capital is reasonable. I like John’s comment that it obviously was when inflation was running wild, and he sees some upside potential in that capital. So, I think we’ve spent 12 months doing due diligence, and we’re comfortable. We recognise now, while we go through the permitting, we’re going to do more work with John and his team. I think you want to get that engineering up from that 30% to 40%, to closer to 85% to 90%. That’s going to give us all a lot more confidence. But I think we’re going to complement each other and come out with a great technical solution, but I think more importantly, a great techno economic solution. John, you might want to add to what I’ve said.
Yeah, sure. Maybe I’ll let Don Njegovan, our Chief Operating Officer, say a few words about what we’re seeing in capital reduction, and some opportunities we have in terms of maximising the efforts of the two teams now being together.
Yeah. Thanks, John. I mean, really what we see at Windfall is we have a lot of infrastructure in place already. So, how do we use what we’ve got? As John mentioned on the call, we have 12.5 kilometres of underground development already finished. How can we work within the ore body off that infrastructure, so we can use what we’ve got? And also, if we have to expand the ramp, then we can expand the throughput, multiple faces, open up different zones within the ore body itself, that’ll give us a lot of flexibility. That also gives us lots of optionality to reduce cost throughput. There won’t be any bottlenecks on the ramp at all, because all the infrastructure will be in place before we start production.
With respect to the mill, the footprints is going to be fairly small and compact. Everything will be under one roof, the warehousing and everything. So, you won’t be driving all over the place to find things. It will be right at your fingertips. So, we’re really trying to set ourselves up for success here. We visited a lot of different operations over the last few years. How do we do things right? Taking the good from what everybody has to offer, so we can avoid the bad. Those are really the things that we’re focusing on to make Windfall a world class operation.
Okay, thanks. Thank you, Don. And, John, can you talk a little bit about the process that you went through to get to this JV? Were there other parties interested? Can you talk at all about that?
Hi Kerry. The markets obviously, where we were examining a JV proposal about a year ago. So, it shouldn’t have come as much of a surprise as I think it did to the market that today we’re here with Gold Fields talking about our joint venture partnership. You know, certainly Windfall as a deposit is a very attractive one. I think you can assume that there’s been a lot of interest from many parties about different aspects of what we might do together, not just even recently, but over the years. But certainly, once we started talking with Gold Fields, there was very quick synergy in terms of how we looked at the deposit. And I think that they certainly recognise within Windfall many things that we’ve seen in some of their active mines.
And it’s one thing that we strangely had a bit of trouble with convincing the market about in terms of the robustness of this deposit. It’s been a long time since people in Canada had seen a truly high grade mine developed that was brand new. And I think some people have forgotten some of the metrics on these things, and how profitable they can be, and what the grade means in terms of cash flow. So, ideally, as part of today’s transaction, having the validation and support of Gold Fields in terms of recognising what we’ve done and believing in that model is I think very strong point that that was made for them becoming eventually our joint venture partner, Kerry. Maybe we had some choice in the matter. But we sit here today with our partner, Gold Fields, and we’re looking forward to going forward to develop Windfall.
Right. And maybe just one last question for both groups. Is it the intention or do you think that those 3,400 tonnes a day is the right size for the plant on a long term basis? Or do you think that as a JV now, it’s likely that this mill could be larger over the course of time? I know you’re planning to push through with the current permit application and not upset the permitting process, obviously. But I’m just thinking about the longer term.
Yeah, certainly, in terms of the permitting process – and this is where a lot of people get confused about permitting time. I’ve heard lots of wild estimates about things taking years and years – there have been projects that have suffered from unusually long permitting processes. But that’s because they introduced design changes after submitting their proposal. Every time you make a major design change in how you intend to process, you basically reset the clock to zero. So no, I don’t believe we’re planning any process design changes in the feasibility. We were talking about 3,400 tonnes a day. Certainly, in the future as the deposit starts to show its quality and as the deposit starts to open up, it may be considered by the joint venture partnership. But it will be a joint venture partnership decision.
I think I fully concur with John. We need to get this up and running, prove its potential and let it tell its story. And I think it’s got a good story to tell.
Right. And, John, just remind me, I know a 5,000 ton a day is the threshold for a small mine in Quebec. Is it much easier to permit from 3,400 up to 5,000 tonnes a day once you’re up and running, or does it even require a permit amendment? I’m just curious. Just remind me how that works.
Yes, you need permits. But below 5,000 tonnes – and this was recently amended – you’re not subject to the federal EA process if it is below 5,000 tonnes per day.
Okay, got you. So, okay, I understand. Okay, great. Thank you.
Thank you very much. The next question is from Don DeMarco of National Bank Financial. Please go ahead.
Thank you, operator, and congratulations, Martin and John. A first question for Martin. So, Martin, you mentioned that this is a measured entry into a tier one jurisdiction. So, does this imply potential for outright acquisition at Windfall at some point? And if so, what would be needed to get there?
No, I think when we say measured, maybe referencing last year the Yamana transaction. Certainly, we are not looking at outright acquisition. We very much see this as a marriage. And we want to forge ahead with this partnership and build a strong partnership. Both parties have got very unique skills and capabilities. And I think collectively, we’ll be able to do something very special, and that one on one is going to equal a lot more than two.
Okay, and that actually segues into my next question, because Martin, your team lands for some of the technical de-risking during mine construction. So, you’re going to be deploying your team up there. Can you tell us what this looks like? How many people on site in Quebec? Where will they be coming from and so on?
So, we won’t be deploying teams here. As I touched on earlier, and Don is much better position than I am, the joint venture will appoint a management company. It won’t be run by either the partners. It will be a separate company that runs it. What we will do at arm’s length basis is as the JV needs technical support, it will be through agreements that we might have a better metallurgist or a better geologist – I doubt it – than Osisko, and that we might need those services. And those will be called in on an arm’s length basis. So, we won’t be deploying teams.
I see. [Overtalking]
Going back to what I was saying earlier, we have a full fighting team. And we’ve been developing one over the past couple of years. And again, oftentimes, people forget that we do have operating experience and many of the members of Osisko Mining have worked in lots of mines with a deep network, both internally within the company and the group. But we’ve been building a team for the past couple of years. And certainly, I think this is one of the attractions for Gold Fields. There’s no start-up period, where you have to kind of think about what’s going to happen for the next six months. We’re continuing operations today and tomorrow as we were yesterday, with the same people, as we evolve closer towards a production decision, and having permits and getting a construction release. Yeah, there may be some additions to staff and maybe some changes. But that’s normal for any company. That would have been our course of action as a standalone company to go and build Windfall. So, we’re proceeding at all possible speed as we were yesterday.
Okay, so just to be clear then, will the development be performed by the Osisko team that’s in place right now? Or will it be a third party, other company that comes in, just supervised by Osisko and at an arm’s length by Gold Fields?
I’ll start, John. The employees that were working on the mine this morning work for Osisko. And my understanding is they now work for a new company. That is the management company. That’s what’s happened. Maybe, John, do you want to elaborate on that?
Don, I’ll simplify it for you. New hats. That’s it.
Okay. And then when it comes to operating, again, it’s the JV operating. The JV management company develop the mine and operate the mine.
Look, it will look very similar to the Malartic partnership deal where you had… with the exception of you have true equal partnership and management. We look forward to any advice and input and guidance that Gold Fields can give us. I mean, they are a senior producing, global, long standing gold producer. We have an excellent team, but we’re not naive enough to think that we know everything. And certainly, there may have been some things that we’ve developed in terms of concepts and how to approach deposit mining because we’ve done extensive work on it. But this is exactly what makes a good joint venture partnership work is that we share these ideas and pick the best ones. We economise on costs and maximise on production profits, which is the whole rationale and reasoning behind having a partnership.
Excellent. Okay. Well, congratulations again. And good luck on the next steps. That’s all for me. Thanks.
Thank you. The next question is from Jason Fairclough of Bank of America. Please go ahead.
Thanks for the call, guys. Super interesting deal. I had just a couple of simple questions. I wanted to make sure that the JV really just takes into account Windfall. So, it doesn’t include any of the other Osisko properties. So, if you were to try to roll those in, would there be additional payments to be made? And then the second question is just…
The full exploration package is part of the deal.
Yeah, so it includes Golden Bear, it includes Urban Barry, it includes Quévillon?
We have approximately 2,400 square kilometres of claims, in which the Windfall deposit is situated. They’re all part of today’s transaction.
Okay, so basically everything. The other the other question was, could you just remind us of what are the royalties that have been written on these properties please?
Yeah, there were historical royalties from previous operators that date back into the 1990s or 1980s even. On the foundation deal of the company in 2015, Osisko Mining Inc was formed from bits and pieces of the resultant Osisko gold royalties, what we were left over with after the hostile takeover, starting as a new royalty company. And crazily, we were insane enough to try and merge seven companies together as a starting transaction. We ended up getting four of them in the transaction, mostly for the cash balances. The Urban Barry Windfall project came from what was previously Eagle Hill. Ned Goodman and other major shareholders ran most of it.
So, as a part of that formation deal, we granted Osisko Gold Royalties for funding $20 million into the new company the right to buy a 1% royalty for $5 million, which they eventually exercised in the subsequent year. They also had the rights to buy backs existing royalties that existed on the claims prior to our getting involved. So, we’ve never actually sold a royalty outside of the formational deal royalty before we stepped foot on Windfall. And there’s no intention to issue any others. So, their 2% to 3% NSR royalty is a result of basically just amalgamating what were historical buybacks from prior previous operators, and the 1% that we granted in 2015. It’s probably the best royalty deal they’ve ever done. If my understanding is correct, they’re currently sitting somewhere at about $50 million to $75 million profit for having taken the 2% to 3% royalties.
Okay. All right. Appreciate the colour. Thanks.
Thank you very much. Ladies and gentlemen, just a final reminder, if you wish to ask a question, please press * then 1. And we’ll pause a moment to see if we have any further questions. You have a question from Arnold van Graan of Nedbank CIB. Please go ahead.
Arnold van Graan
Yes. Good afternoon. Thank you very much, Martin. Just a quick one from my side. And it’s been asked. I just want to clarify. So, you are sticking to your dividend policy, which implies you could obviously use your balance sheet to fund the acquisition and the construction and the capex around this. So, can you just give us a sense of how this will impact your gearing levels over the next two to three years? Thank you.
Paul will give you an answer.
Arnold, I said on the first question that Adrian asked, remember, next year is a very big year for us. So obviously we take the $300 million Canadian Dollar knock, but I mean, obviously, this year gold prices have been a lot higher than what we anticipated. And next year with Salares coming online, you won’t have a material movement on gearing, because remember next year as well, not only are we getting the cash from Salares. We’re getting substantial EBITDA. So, in terms of net debt to EBITDA, we’re not going to move much. Probably not above 0.5x. And we I think we were at 0.39x at the end of last year. So, that’s the way we see it.
Arnold van Graan
Perfect, thank you very much. Cheers.
Thank you. Ladies and gentlemen, we have no further questions in the queue, and I’d like to hand back to the management team for some closing comments.
So, John, if I can start, I think firstly and most importantly, John touched about the value that partners bring. And one of the things we are looking forward to with working with Osisko is I think the word that comes to my mind is agility. You know, they’ve demonstrated agility, and certainly we are looking forward to that. But I think they’ve demonstrated great exploration, construction, permitting and operating capability in a tier one jurisdiction. So, we’re really excited to be there. I want to thank John and the Osisko team for agreeing to marry us. It’s a very important day for us in Gold Fields. We’re very excited about it. And we were looking for a long and happy marriage with many children in new mines as we explore the full extent of this deposit.
I think lastly from my side is I would just like to thank the many women and men from both teams, from John’s team, from our team that have worked tirelessly for the last year, and I would argue most probably in the last week they’ve done a year’s work trying to get the agreements finalised, all the terms finalised. And I’m sure they’re all looking forward to going home and trying to get a night or two’s good sleep. From my side, and I’m sure I can talk on behalf of John, is just to thank the many, many people that have worked tirelessly to make sure that our partnership is consummated properly, and in a way that it will be sustained. So, thank you very much. Thank you, John. And over to you.
Yeah, I’ll second what you say, Martin. Tremendous work done by your team and our team to get the work done and close up the deal. We’re looking forward as a corporation, as a group, as explorers and mine builders to moving Windfall to the next step. Really, I see today as the first day towards a new mine at Windfall. And hopefully this will be one of many to come in the future, as Martin rightly referred to. We’re excited about the partnership. There is certainly some work ahead of us, but we’re very optimistic that the work we’ve done at Windfall to date has put this deposit in a position to overperform. And I think we are certainly going to see that come through as we get through the work and get this mine built and get on with exploration to find additional new deposits. Thank you.
Thank you, Chris. Thanks, John.
Thank you very much, sir. Ladies and gentlemen, that then concludes today’s event, and you may now disconnect your lines.
Osisko Fully-Funded to Mine Production
Project to Benefit From Mine Building and Operating Experience of a Senior Gold Producer
Significant Investment by Gold Fields Validates Quality and Robustness of Windfall
(Toronto, May 2, 2023) Osisko Mining Inc. (OSK:TSX. “Osisko” or the “Corporation“) is pleased to announce it has concluded a 50/50 joint venture agreement with a subsidiary of Gold Fields Limited (“Gold Fields“) for the joint ownership and development of Osisko’s Windfall gold project, located in the Abitibi greenstone belt, Urban Township, Eeyou Istchee James Bay, Québec (the “Transaction“).
- Gold Fields initial cash payment to Osisko of C$300 million on signing.
- Gold Fields additional (“Deferred”) cash payment to Osisko of C$300 million on issuance of the applicable permits authorizing the construction, operation and mining of the Windfall Project.
- Gold Fields to sole fund expenditures for regional exploration up to a maximum of C$75 million, after which regional exploration programs would be proportionately funded by each of Osisko and Gold Fields.
- In addition to the initial cash payment and the Deferred cash payment, Gold Fields to make two additional separate C$17 million cash payments to Osisko (C$34 million in total, the first on July 31, 2023 and the second on December 31, 2023). These represent reimbursement of items already incurred by Osisko as part of pre-construction spend.
- Gold Fields and Osisko share all pre-construction costs (provisional budget estimated at C$250 million) and construction costs (feasibility capital expenditure estimated at C$789 million) on a 50/50 basis going forward.
- Governance arrangements with equal representation in the Partnership from Osisko and Gold Fields, to leverage each party’s skillsets.
Osisko’s Chairman and Chief Executive Officer, John Burzynski, stated: “We are very pleased to partner with Gold Fields on the Windfall project and our exploration property portfolio. Today is the start of what we believe will prove to be a long and fruitful partnership with Gold Fields at Windfall, and in what we both believe is a significant emerging gold district in Québec. This partnership further strengthens our strong balance sheet, allows us to significantly de-risk Windfall and brings us a very important step closer to realizing our objective of becoming a leading Canadian gold producer. With the proceeds from this Transaction, Osisko is fully-funded for our share of development capital to bring Windfall into production. Osisko shareholders retain considerable upside in the project while also benefiting from the mine building, operating and technical expertise of Gold Fields. Assuming the project is ultimately permitted and approved by the partners consistent with the Windfall Feasibility Study, Gold Fields’ acquisition cost, exploration commitment, and contribution to pre-construction and project capital would ultimately represent an investment of C$1.2 billion to acquire its interest, bring Windfall into production and further unlock the regional exploration upside. This Transaction is highly compelling on many fronts and represents the best path forward to maximize value for all stakeholders.”
Mr. Burzynski continued: “Osisko Mining would like to acknowledge and thank Sean Roosen in particular and the directors of Osisko Gold Royalties Ltd. (“OGR”) for their forward-looking vision in supporting the 2015 re-creation of Osisko Mining – one of the key first investment decisions in OGR’s very innovative and successful “accelerator model” concept to create new high-value negative-cost royalties tied to equity investment in new exploration companies. OGR holds a 2% – 3% NSR royalty on the Windfall area claims and 13% of the undiluted equity in the Corporation.”
The Transaction closed on May 2, 2023, with Gold Fields acquiring a 50% partnership interest in the “Windfall Mining Group”, a partnership formed under the laws of the Province of Ontario (the “Partnership“), which will develop the Windfall project and the surrounding Urban Barry and Quévillon exploration properties (collectively, the “Property“). The Transaction was implemented in accordance with, among other things, a framework agreement dated May 2, 2023 (the “Framework Agreement“) among Osisko, Gold Fields, Gold Fields Holdings Company Limited, Windfall Mining Group and 1000516419 Ontario Inc., the manager of the Partnership (the “Manager“). Pursuant to the terms of the Framework Agreement, Gold Fields acquired 50% interest in the Partnership for an aggregate consideration of C$600 million in cash to Osisko. The Partnership Agreement also requires Gold Fields to sole fund up to C$75 million in contributions to the Partnership for regional exploration. Prior to the acquisition of the 50% Partnership interest by Gold Fields, Osisko had contributed to the Partnership the Property together with any claims, permits, leases, all other real property, personal property, contractual rights and other assets currently held or acquired for the benefit of the Property.
The Framework Agreement contains customary representations and warranties, covenants and indemnification provisions for a transaction of this nature. The obligations of Gold Fields are guaranteed by Gold Fields Holdings Company Ltd, a significant intermediate holding company with material indirect interests in a number of Gold Fields operations.
About Windfall Mining Group
The business and affairs of the Partnership are managed by the Manager, which has the exclusive right to act on behalf of the Partnership. Each of Osisko and Gold Fields holds 50% of the common shares in the Manager, as well as a 50% partnership interest in the Partnership (apart from a nominal interest in the Partnership held by the Manager).
The relationship among the parties is governed by a second amended and restated partnership agreement (the “Partnership Agreement“) and a shareholders’ agreement (together with the Partnership Agreement, the “Governing Documents“). The Governing Documents contain customary transfer rights restrictions, governance and decision-making mechanisms which are typical in a transaction of this nature. The Partnership Agreement contains provisions relating to programs and budgets in respect of the Property, funding obligations and remedies for breaches of funding obligations, cost overruns as well as a mutual standstill.
Maxit Capital LP acted as financial advisor to Osisko and Bennett Jones LLP acted as Osisko’s legal counsel.
About the Windfall Gold Deposit
The Windfall gold deposit is located between Val-d’Or and Chibougamau in the Abitibi region of Québec, Canada. The mineral resource estimate on Windfall (with an effective date of June 7, 2022 ) (the “Windfall Resource Estimate”) and the mineral reserve estimate on Windfall (with an effective date of November 25, 2022) (the “Windfall Reserve Estimate”) are described in the technical report entitled “Feasibility Study for the Windfall Project, Eeyou Istchee James Bay, Québec, Canada” and dated January 10, 2023 (with an effective date of November 25, 2022) (the “FS Technical Report”). The Windfall Resource Estimate, assuming a cut-off grade of 3.50 g/t Au, comprises 811,000 tonnes at 11.4 g/t Au (297,000 ounces) in the measured mineral resource category, 10,250,000 tonnes at 11.4 g/t Au (3,754,000 ounces) in the indicated mineral resource category and 12,287,000 tonnes at 8.4 g/t Au (3,337,000 ounces) in the inferred mineral resource category. The Windfall Reserve Estimate, assuming 3.5 g/t operating, 2.5 g/t incremental, and 1.7 g/t development cut-off grade, comprises 12,183,000 tonnes at 8.06 g/t Au (3,159,000 ounces) in the probable mineral reserves category. The key assumptions, parameters, limitations and methods used in the feasibility study for Windfall, including the related Windfall Resource Estimate and Windfall Reserve Estimate, are described in the FS Technical Report, which was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). The FS Technical Report is available on SEDAR (www.sedar.com) under Osisko’s issuer profile. The Windfall gold deposit is currently one of the highest-grade resource-stage gold projects in Canada and has world-class scale. Mineralization occurs in three principal areas: Lynx, Main, and Underdog. Mineralization is generally comprised of sub-vertical lenses following intrusive porphyry contacts plunging to the northeast. The resources are defined from surface to a depth of 1,600 metres, including the Triple 8 (TP8) zone. The reserves are defined from surface to a depth of 1,100 metres. The deposit remains open along strike and at depth. Mineralization has been identified at surface in some areas and as deep as 2,625 metres in others with significant potential to extend mineralization down-plunge and at depth.
About Osisko Mining Inc.
Osisko is a mineral exploration company focused on the acquisition, exploration, and development of precious metal resource properties in Canada. Subsequent to this announcement, Osisko holds a 50% interest in the high-grade Windfall gold deposit located between Val-d’Or and Chibougamau in Québec and a 50% interest in a large area of claims in the surrounding Urban Barry area and nearby Quévillon area (over 2,300 square kilometres).
About Gold Fields
Gold Fields is a globally diversified gold producer with nine operating mines in Australia, South Africa, Ghana (including the Asanko JV) and Peru and one construction project in Chile. It has total attributable annual gold-equivalent production of 2.40Moz, proved and probable gold Mineral Reserves of 46.1Moz, measured and indicated gold Mineral Resources of 31.1Moz (excluding Mineral Reserves) and inferred Gold Mineral Resources of 11.2Moz (excluding Mineral Reserves). Gold Fields shares are listed on the Johannesburg Stock Exchange (JSE) and its American depositary shares trade on the New York Exchange (NYSE).
The scientific and technical content in this news release has been reviewed and approved by Mr. Mathieu Savard, P.Geo (OGQ #510), President of Osisko, who is a “qualified person” (within the meaning of NI 43-101).
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. Any statement that involves 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”, “potential”, “feasibility”, “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 news release contains the forward-looking information pertaining to, among other things: the timing and ability of the Partnership to obtain all other authorizations needed to begin the construction and operations at Windfall; the timing (if at all) of the payment of the Deferred Payment Amount; the timing and ability for the Property to reach a construction decision; the ability of Osisko to realize on the benefit of the Transaction; the impact on Osisko of the disposition of ownership interest and control in the Property and Contributed Assets; the estimated costs required to reach a construction decision in respect of the Property; receipt of a positive recommendation for the Windfall environmental impact assessment; the ability and timing for the parties to fund cash calls to advance the development of the Property and pursue planned exploration and development; the Windfall gold deposit being one of the highest-grade resource-stage gold projects in Canada and having world-class scale; the key assumptions, parameters, limitations and methods used in the FS Technical Report, including the related Windfall Resource Estimate and Windfall Reserve Estimate; the prospects, if any, of the Windfall gold deposit; the ability to realize upon any mineralization in a manner that is economic; the amount and type of drilling to be completed and the timing to complete such drilling; the potential to extend mineralization down-plunge and at depth; the ability of exploration work (including drilling) to accurately predict mineralization; upgrading an inferred mineral resource to a measured mineral resource or indicated mineral resource category; future drilling and advancement at the Property.
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. Factors that could cause actual results to differ materially from such forward-looking information include, among others, risks relating to the ability of exploration activities (including drill results) to accurately predict mineralization; errors in management’s geological modelling; the ability of the Partnership to complete further exploration activities, including (infill) drilling, or further development of the Property; the ability to continue current operations and exploration; property and royalty interests in the Windfall gold deposit; the ability and timing to obtain required approvals for the advancement of the Property; regulatory framework; the results of exploration activities; risks relating to exploration, development and mining activities; reliance on third-parties for infrastructure, including power lines; the global economic climate; capital market conditions; Osisko’s, Gold Field’s and the Partnership’s ability to access capital and obtain project financing; 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, Osisko cannot assure 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 Osisko nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. Osisko 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.
Chairman and Chief Executive Officer
Telephone (416) 363-8653
Toronto, Ontario (May 1, 2023) – Osisko Mining Inc. (TSX:OSK) (the “Corporation” or “Osisko“) announces that its Board of Directors has approved minor amendments to the omnibus equity incentive plan of the Corporation (the “Omnibus Plan“), which is proposed for approval by the shareholders of the Corporation at Osisko’s annual and special meeting of shareholders to be held on May 29, 2023 (the “Meeting“), to address comments from ISS Proxy Advisory Services on the Omnibus Plan.
The Omnibus Plan, the adoption of which shareholder approval is being sought at the Meeting, has been amended to include language in Section 7.3(2) of the Omnibus Plan to require shareholder approval for the following:
- any amendment to the non-transferability of awards set out in Section 6.1(6) (General Conditions Applicable to Awards – Non-Transferrable Awards) of the Omnibus Plan; and
- any amendment to Article 7 (Adjustments and Amendments) of the Omnibus Plan.
These amendments will be included in the Omnibus Plan proposed to be considered and voted upon by shareholders at the Meeting.
For further information on the Corporation, please contact:
Chief Executive Officer
Telephone: (416) 363-8653
The Corporation’s head office is located at 155 University Avenue, Suite 1440, Toronto, Ontario M5H 3B7.