ANNUAL MEETING OF SHAREHOLDERS OF OSISKO MINING INC.

ANNUAL MEETING OF SHAREHOLDERS of OSISKO MINING INC. (the “Corporation”)

May 31, 2019

REPORT OF VOTING RESULTS

National Instrument 51-102 – Continuous Disclosure Obligations

MATTERS VOTED UPON
    Vote By Show of Hands:
  Outcome of Vote Votes For Votes Withheld
1. The appointment of PricewaterhouseCoopers LLP, as auditor of the Corporation for the ensuing year and authorizing the directors to fix their remuneration Carried 192,974,838 (99.95%) 97,782 (0.05%)
Votes By Ballot:
Outcome of Vote Votes For Votes Withheld
2. The election of the following nominees as directors of the Corporation for the ensuing year or until their successors are duly elected or appointed:
John Burzynski Elected 176,726,050 (93.52%) 12,248,785 (6.48%)
Jose Vizquerra Elected 176,844,062 (93.58%) 12,130,773 (6.42%)
Sean Roosen Elected 147,620,354 (78.12%) 41,354,481 (21.88%)
Patrick F.N. Anderson Elected 175,758,270 (93.01%) 13,216,565 (6.99%)
Keith McKay Elected 175,752,913 (93.00%) 13,221,922 (7.00%)
Amy Satov Elected 175,968,596 (93.12%) 13,006,239 (6.88%)
Bernardo Alvarez Calderon Elected 187,166,149 (99.04%) 1,808,686 (0.96%)

OSISKO MINING ANNOUNCES RESULTS OF
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Toronto, Ontario (May 31, 2019) – Osisko Mining Inc. (TSX:OSK) (the “Corporation“) is pleased to announce the results of its annual meeting of shareholders (the “Meeting“) held earlier today.

A total of 193,103,545 common shares of the Corporation were represented at the Meeting, representing approximately 73.50% 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:

  • election of all seven management nominees to the board of directors of the Corporation; and
  • appointment of PricewaterhouseCoopers LLP as auditors of the Corporation for the ensuing year and authorization of the directors to fix their remuneration.

Detailed voting results regarding the election of directors are as follows:

Name Voted For
(#)
Voted For
(%)
Voted Withhold
(#)
Voted Withhold
(%)
John Burzynski 176,695,125 93.52% 12,248,785 6.48%
Jose Vizquerra 176,813,137 93.58% 12,130,773 6.42%
Sean Roosen 147,589,429 78.11% 41,354,481 21.89%
Patrick F.N. Anderson 175,727,345 93.01% 13,216,565 7.00%
Keith McKay 175,721,988 93.00% 13,221,922 7.00%
Amy Satov 175,937,671 93.12% 13,006,239 6.88%
Bernardo Alvarez Calderon 187,135,224 99.04% 1,808,686 0.96%

Further details on the above matters, including the report of voting results thereon, are available on SEDAR under the issuer profile of the Corporation at www.sedar.com.

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 100% in the high-grade Windfall Lake gold deposit located between Val-d’Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding Urban Barry area and nearby Quevillon area (over 2,700 square kilometres).

For further information on the Corporation please contact:

John Burzynski

President & Chief Executive Officer
Tel: (416) 848-9504

OSISKO INFILLS NEW HIGH GRADE AT LYNX

New Intersections Include 96.7 g/t Au Over 4.8 Metres, 37.6 g/t Au Over 7.8 Metres

(Toronto, May 30, 2019)  Osisko Mining Inc. (OSK:TSX. “Osisko” or the “Corporation”) is pleased to provide new infill drilling results from the ongoing definition and expansion program at its 100% owned Windfall gold project located in the Abitibi greenstone belt, Urban Township, Eeyou Istchee James Bay, Québec.

The program includes infill drilling within the main Windfall gold deposit and the adjacent Lynx deposit (located immediately NE of Windfall), exploration and expansion drilling on the main mineralized zones, and deep exploration in the central areas of the intrusive system. Significant new analytical results from 52 intercepts in 15 drill holes and 9 wedges focused on infill drilling from surface and underground are presented below.

Osisko President and Chief Executive Officer John Burzynski commented: “Our infill drill program at Windfall continues to give us confidence that we will see strong results when we table our next resource estimate later this year. We are having great success at the drill bit, particularly from the Lynx Zone which remains open to depth with excellent grades. Day-by-day our exploration team is growing the Windfall deposit, confirming our belief that we are onto a world-class high-grade system.”

Highlights from new infill drilling results include: 96.7 g/t Au over 4.8 metres in OSK-W-19-1891; 189 g/t Au over 2.4 metres in OSK-W-19-1831; 86.9 g/t Au over 3.7 metres in OSK-W-18-1477; 75.8 g/t Au over 4.0 metres in OSK-W-19-1181-W7; 37.6 g/t Au over 7.8 metres in OSK-W-17-934-W4; 105 g/t Au over 2.2 metres in OSK-W-18-1477 and 26.0 g/t Au over 7.9 metres in OSK-W-19-1414-W8. Maps showing hole locations and full analytical results are available at www.osiskomining.com.

 

 

Hole No. From (m) To (m) Interval (m) Au (g/t) uncut Au (g/t) cut to 100 g/t Type Mineralized zone
OSK-W-18-1477 749.8 752.8 3.0 3.09   Infill Lynx
  783.3 787.0 3.7 86.9 15.9 Infill Lynx
including 783.3 783.8 0.5 625 100
  793.8 796.0 2.2 105 42.1 Infill Lynx
including 794.8 795.4 0.6 330 100
  846.0 848.0 2.0 3.82   Lynx 4 Lynx
  895.0 897.0 2.0 15.9   Lynx 4 Lynx
including 896.0 897.0 1.0 31.8
  912.1 914.9 2.8 7.01   Lynx 4 Lynx
including 912.1 912.4 0.3 53.8
  1099.0 1101.0 2.0 8.83   Lynx 4 Lynx
including 1099.0 1100.0 1.0 17.5
  1106.0 1117.8 11.8 4.83   Lynx 4 Lynx
including 1109.9 1112.7 2.8 14.4
  1167.0 1169.2 2.2 20.3   Lynx Lynx
including 1167.8 1168.2 0.4 58.0
OSK-W-18-1608 1045.5 1048.5 3.0 3.74   Lynx Lynx
  1087.5 1093.0 5.5 3.50   Lynx 4 Lynx
  1099.5 1105.1 5.6 3.73   Lynx 4 Lynx
  1108.5 1110.5 2.0 6.61   Infill Lynx
OSK-W-18-1711-W2 821.6 827.0 5.4 4.15   Infill Lynx
OSK-W-19-934-W4 1031.4 1039.2 7.8 37.6 15.6 Lynx 4 Lynx
including 1031.9 1032.2 0.3 538 100
and 1037.4 1037.9 0.5 180 100    
  1042.0 1044.0 2.0 7.24   Lynx 4 Lynx
  1046.0 1048.0 2.0 20.6   Lynx 4 Lynx
including 1047.0 1048.0 1.0 39.4
OSK-W-19-1181-W6 925.0 927.3 2.3 10.0   Infill Lynx
including 925.4 926.1 0.7 30.8
  981.1 983.1 2.0 13.4   Infill Lynx
including 982.2 983.1 0.9 21.8
OSK-W-19-1181-W7 997.0 999.0 2.0 5.52   Infill Lynx
including 997.8 998.7 0.9 12.2
  1038.9 1042.9 4.0 75.8 19.6 Infill Lynx
including 1042.3 1042.9 0.6 475 100
  1088.6 1091.0 2.4 61.1 12.6 Infill Lynx
including 1089.0 1089.3 0.3 488 100
OSK-W-19-1414-W8 924.4 932.3 7.9 26.0 18.8 Infill Lynx
including 924.4 925.1 0.7 181 100
OSK-W-18-1808 293.0 295.1 2.1 6.69   Infill Zone 27
OSK-W-19-1831 629.6 632.0 2.4 189 33.1 Infill Lynx
including 629.6 630.0 0.4 1035 100
OSK-W-19-1835 928.0 930.4 2.4 12.8   Infill Underdog
including 929.1 929.5 0.4 61.8
OSK-W-19-1835-W2 939.0 941.0 2.0 19.8   Infill Underdog
including 939.5 940.7 1.2 32.6
  1035.7 1038.0 2.3 5.06   Infill Underdog
OSK-W-19-1847 132.7 135.0 2.3 4.95   Infill Lynx
including 134.6 135.0 0.4 18.6
OSK-W-19-1886 185.0 187.4 2.4 5.00   Infill Caribou
including 185.0 185.8 0.8 14.3
OSK-W-19-1891 495.3 497.6 2.3 72.3 35 Infill Lynx
including 496.5 497.3 0.8 207 100
  515.8 520.6 4.8 96.7 23 Infill Lynx
including 516.6 516.9 0.3 1070 100
including 517.9 518.5 0.6 204 100
533.0 535.4 2.4 70.0   Infill Lynx
OSK-W-19-1891-W1 502.7 504.7 2.0 7.49   Infill Lynx
including 503.3 503.6 0.3 42.9
  515.7 520.0 4.3 4.04   Infill Lynx
  532.5 534.5 2.0 31.1   Infill Lynx
including 532.9 534.0 1.1 56.3
  547.1 553.5 6.4 17.0 15.4 Infill Lynx
including 553.1 553.5 0.4 125 100
OSK-W-19-1891-W2 513.6 516.3 2.7 5.18   Infill Lynx
OSK-W-19-1891-W3 532.3 537.0 4.7 7.54   Infill Lynx
  556.0 558.3 2.3 10.6   Infill Lynx
including 557.0 557.6 0.6 32.0
  566.0 568.0 2.0 4.99   Infill Lynx
including 567.2 567.6 0.4 20.3
OSK-W-19-1898 198.0 200.2 2.2 4.85   Infill Caribou
  203.4 208.0 4.6 5.26   Infill Caribou
  214.9 219.5 4.6 6.49   Infill Caribou
OSK-W-19-1904 297.2 299.3 2.1 51.9 14.6 Infill Caribou
including 298.0 298.3 0.3 361 100
OSK-W-19-1915 562.2 564.9 2.7 3.25   Infill Lynx
  568.2 570.7 2.5 3.12   Infill Lynx
WST-19-0062 75.0 77.2 2.2 18.2   Infill Zone 27
WST-19-0083 93.1 95.7 2.6 32.9   Infill Zone 27
including 93.1 94.0 0.9 89.4
WST-19-0085 6.4 8.5 2.1 5.73     Caribou
WST-19-0088 11.8 14.4 2.6 4.37     Caribou
  83.2 86.0 2.8 6.28   Infill Zone 27

Notes: True widths are estimated at 55 – 80% of the reported core length interval. See “Quality Control and Reporting Protocols” below.

 

Hole Number Azimuth (°) Dip Length (m) UTM E UTM N Elevation Section
(°) (m)
OSK-W-18-1477 135 -50 1200 453257 5435474 408 3675
OSK-W-18-1608 146 -51 1161 453330 5435466 406 3725
OSK-W-18-1711-W2 134 -52 1526 453367 5435556 413 3800
OSK-W-19-934-W4 144 -55 1155 453407 5435463 401 3800
OSK-W-19-1181-W6 138 -57 1080 453789 5435790 401 4275
OSK-W-19-1181-W7 138 -57 1113 453789 5435790 401 4275
OSK-W-19-1414-W8 133 -57 1092 453656 5435645 403 4100
OSK-W-18-1808 330 -50 351 452297 5434645 400 2425
OSK-W-19-1831 355 -72 774 454113 5435093 397 4225
OSK-W-19-1835 172 -53 1293 452305 5435476 406 2825
OSK-W-19-1835-W2 172 -53 1251 452305 5435476 406 2825
OSK-W-19-1847 331 -58 293 453317 5434947 397 3450
OSK-W-19-1886 331 -50 336 452508 5434673 403 2625
OSK-W-19-1891 135 -52 600 453514 5435470 399 3875
OSK-W-19-1891-W1 135 -52 585 453514 5435470 399 3875
OSK-W-19-1891-W2 135 -52 589 453514 5435470 399 3875
OSK-W-19-1891-W3 135 -52 603 453514 5435470 399 3875
OSK-W-19-1898 327 -52 300 452490 5434706 402 2625
OSK-W-19-1904 328 -50 624 452627 5434705 400 2750
OSK-W-19-1915 350 -70 651 454120 5435103 397 4225
WST-19-0062 187 37 150 451958 5434735 251 2175
WST-19-0083 322 -42 136 452147 5434644 191 2300
WST-19-0085 322 -58 162 452147 5434644 191 2300
WST-19-0088 307 16 136 452147 5434644 193 2300

Note: WST series drill holes were completed from underground drill stations.

 

OSK-W-18-1477 intersected nine mineralized intervals in Lynx: 3.09 g/t Au over 3.0 metres, 86.9 g/t Au over 3.7 metres, 105 g/t Au over 2.2 metres, 3.82 g/t Au over 2.0 metres, 15.9 g/t Au over 2.0 metres, 7.01g/t Au over 2.8 metres, 8.83 g/t Au over 2.0 metres, 4.83 g/t Au over 11.8 metres and 20.3 g/t Au over 2.2 metres. The first interval is composed of 20% pyrite clusters with tourmaline in a strongly altered fuchsite gabbro. The second interval is composed of trace and up to 5% pyrite ± tourmaline stringers with local visible gold, 5% pyrite in ptygmatic tourmaline veins, 5% smoky quartz veins with 25% pyrite and trace chalcopyrite and sphalerite at the contact between a silica altered porphyritic felsic dike and a sericite altered rhyolite. The third to eighth intervals contain local visible gold, up to 1% pyrite stringers and clusters and up to 5% disseminated pyrite in pervasive silica flooding hosted in a rhyolite with weak sericite and silica alteration and moderate chlorite alteration. The last interval is composed of 3% pyrite in quartz-tourmaline veins and 2% disseminated pyrite in a moderate sericite, chlorite and weak fuchsite altered andesite.

 

OSK-W-18-1608 intersected four intervals in Lynx: 3.74 g/t Au over 3.0 metres, 3.50 g/t Au over 5.5 metres, 3.73 g/t Au over 5.6 metres and 6.61 g/t Au over 2.0 metres. Mineralization in all four intervals is composed of up to 5% interstitial pyrite, 2% pyrite stringers, and trace sphalerite with local quartz-tourmaline veins in a moderate silica and weak sericite altered rhyolite.

 

OSK-W-18-1711-W2 intersected 4.15 g/t Au over 5.4 metres in Lynx. Mineralization is composed of 7% pyrite in fracture filling with pervasive silica flooding and 2% sphalerite in a moderate silica altered porphyritic felsic dike.

 

OSK-W-19-934-W4 intersected three intervals in Lynx: 37.6 g/t Au over 7.8 metres, 7.24 g/t Au over 2.0 metres, and 20.6 g/t Au over 2.0 metres. The first and second intervals are composed of 8% disseminated pyrite, 3% sphalerite associated with pervasive silica flooding and ptygmatic tourmaline vein, 5% pyrite stringers, and 4% pyrite in smoky veinlets hosted in a weak fuchsite altered gabbro and weak silica altered rhyolite. The third interval is composed of 1% pyrite stringers in a moderate chlorite and weak sericite altered rhyolite.

 

OSK-W-19-1181-W6 intersected 10.0 g/t Au over 2.3 metres and 13.4 g/t au over 2.0 metres in Lynx. The first interval is composed of 4% stringer and clustered pyrite and 10% quartz-tourmaline veins in a moderate chlorite and weak sericite altered gabbro. The second interval is composed of trace pyrite clusters with pervasive silica flooding in a moderate sericite and weak silica altered rhyolite.

 

OSK-W-19-1181-W7 intersected three intervals in Lynx: 5.52 g/t Au over 2.0 metres, 75.8 g/t Au over 4.0 metres and 61.1 g/t Au over 2.4 metres. The first interval is composed of 4% disseminated and stringer pyrite and 40% quartz-tourmaline veins in a moderate sericite-fuchsite and weak silica altered gabbro. The second interval contains local visible gold, up to 10% pyrite in smoky quartz-veins, 20% disseminated, clustered and stringer pyrite, 2% pyrite with ptygmatic tourmaline veins hosted in a silicified rhyolite, a sericitized porphyritic felsic dike and a sericite-fuchsite altered gabbro.The third interval is composed of local visible gold, 25% pyrite with smoky veins, up to 10% pyrite stringers, 2% pyrite in quartz-carbonates veins, and 15% disseminated, clustered or interstitial pyrite in a strong silica and moderate sericite-chlorite-fuchsite altered gabbro.

 

OSK-W-19-1414-W8 intersected 26.0 g/t Au over 7.9 metres in Lynx. Mineralization is composed of 5% pyrite stringers and 3% pyrite clusters within a felsic dike and rhyolite. Both have moderate fuchsite alteration.

 

OSK-W-18-1808 intersected 6.69 g/t Au over 2.1 metres in Zone 27. Mineralization is composed of two 20 centimetre-wide intervals containing up to 5% pyrite-tourmaline stringers and 2% disseminated pyrite at the contact between a sericitized and silicified porphyritic felsic dike and a rhyolite.

 

OSK-W-19-1831 intersected 189 g/t Au over 2.40 metres in Lynx. Mineralization is composed of local visible gold in fracture filling, 8% pyrite stringers and clusters in a fuchsite altered gabbro injected by multiple quartz-tourmaline veins.

 

OSK-W-19-1835 intersect 12.8 g/t Au over 2.4 metres in Underdog. Mineralization is composed of up to 20% disseminated and stringer pyrite at the contact between two porphyritic felsic intrusion with weak sericite and silica alteration.

 

OSK-W-19-1835-W2 intersected 19.8 g/t Au over 2.0 metres and 5.06 g/t Au over 2.3 metres in Underdog. The first interval is composed of 1% chalcopyrite stringers in a strong silica and moderate sericite altered porphyritic felsic dike. The second interval is composed of 3% pyrite stringers in a moderate sericite altered porphyritic felsic dike.

 

OSK-W-19-1847 intersected 4.95 g/t Au over 2.3 metres in Lynx. Mineralization is composed of 5% pyrite in pervasive silica flooding in a strong sericite and moderate silica altered and sheared rhyolite at the contact with a chloritized gabbro.

 

OSK-W-19-1886 intersected 5.0 g/t Au over 2.4 metres in Caribou. Mineralization is composed of 1% disseminated and stringer pyrite within a weak silica and sericite altered rhyolite.

 

OSK-W-19-1891 intersected three intervals in Lynx: 72.3 g/t Au over 2.3 metres, 96.7 g/t Au over 4.8 metres and 70.0 g/t Au over 2.4 metres. Mineralization in all three intervals contains local visible gold disseminated in fracture filling, up to 7% pyrite and 1% chalcopyrite associated with smoky quartz veins, up to 10% disseminated pyrite, 5% stringer and clustered pyrite, and 1% disseminated chalcopyrite associated with dismembered quartz-carbonate veins. Mineralization is hosted in a moderate sericite-silica and fuchsite altered gabbro and a moderate sericite-chlorite-fuchsite altered rhyolite.

 

OSK-W-19-1891-W1 intersected four intervals in Lynx: 7.49 g/t Au over 2.0 metres, 4.04 g/t Au over 4.3 metres, 31.1 g/t Au over 2.0 metres and 17.0 g/t Au over 6.4 metres. The first interval is composed of 3% pyrite clusters hosted in a weakly silicified and sericitized brecciated rhyolite with moderate ankerite and chlorite alteration. The second interval is composed of up to 10% disseminated, clustered, and stringer pyrite associated with quartz-carbonate ± tourmaline veins hosted in a moderate fuchsite altered gabbro and a moderate sericite altered rhyolite. The third interval is composed of 1% pyrite stringers in a sericitized rhyolite. The fourth interval consists of 5% disseminated, clustered, and stringer pyrite in pervasive silica flooding hosted in a strongly sericitized rhyolite crosscut by gabbro dikes.

 

OSK-W-19-1891-W2 intersected 5.18 g/t Au over 2.7 metres in Lynx. Mineralization is composed 10% disseminated, clustered, and stringer pyrite associated with a quartz-carbonate vein and a smoky quartz vein hosted in a weak fuchsite altered gabbro with moderate silica and sericite alteration.

 

OSK-W-19-1891-W3 intersected three intervals in Lynx: 7.54 g/t Au over 4.7 metres, 10.6 g/t Au over 2.3 metres and 4.99 g/t Au over 2.0 metres. The first interval is composed of 5% pyrite-tourmaline clusters and 1% pyrite-tourmaline stringers associated with pervasive silica flooding hosted at the contact between a strong sericite-silica altered gabbro and a moderate sericite altered rhyolite. The second interval contains local visible gold and up to 20% pyrite associated with smoky quartz-tourmaline veins hosted in a strong but patchy silicified and sericitized rhyolite. The third interval is composed 3% pyrite in quartz-carbonate veins in a strongly sericitized and moderately chloritized rhyolite.

 

OSK-W-19-1898 intersected three intervals in Caribou: 4.85 g/t Au over 2.2 metres, 5.26 g/t Au over 4.6 metres and 6.49 g/t Au over 4.6 metres. The first interval is composed of 1% pyrite stringers, 2% pyrite in stockwork, and 20% quartz-tourmaline veins in a moderate silica and sericite altered rhyolite. The second and third intervals are composed of up 10% pyrite stringers in a moderate sericite and silica altered rhyolite.

 

OSK-W-19-1904 intersected 51.9 g/t Au over 2.1 metres in Caribou. Mineralization includes local visible gold and 2% pyrite stringers hosted in a moderately sericitized and silicified porphyritic felsic dike.

 

OSK-W-19-1915 intersected two intervals in Lynx: 3.25 g/t Au over 2.7 metres and 3.12 g/t Au over 2.5 metres. The first interval is composed of 1% pyrite clusters and trace chalcopyrite in a weak sericite altered andesite. The second interval is composed of trace disseminated pyrite in a weak silica-fuchsite altered andesite with moderate sericite and chlorite alteration.

 

WST-19-0062 intersected 18.2 g/t Au over 2.2 metres in Zone 27. Mineralization consists of 2% pyrite clusters and 1% quartz-tourmaline veins within a moderate sericite, chlorite and weak fuchsite altered gabbro. WST-18-0062 was drilled from underground drill station BM-150-960-S located 150 metres below surface on section 2175E.

 

WST-19-0083 intersected 32.9 g/t Au over 2.6 metres in Zone 27. Mineralization includes 2% pyrite stringers associated with a quartz-tourmaline vein and 1% disseminated pyrite hosted in a moderate sericite and weak silica altered porphyritic felsic dike. WST-18-0083 was drilled from underground drill station AN-190-155-N located 190 metres below surface on section 2300E.

 

WST-19-0085 intersected 5.73 g/t Au over 2.1 metres in Caribou. Mineralization is composed of 1% pyrite clusters in quartz-tourmaline veins hosted in a moderate sericite and weak silica altered porphyritic felsic dike. WST-19-0085 was drilled from underground drill station AN-190-155-N located 190 metres below surface on section 2300E.

 

WST-19-0088 intersected 4.37 g/t Au over 2.6 metres and 6.28 g/t Au over 2.8 metres in Zone 27. The first interval is composed of 4% disseminated, clustered, and stringer pyrite in a moderate chlorite altered and fragmental andesite. The second interval is composed of 3% disseminated and clustered pyrite, and 1% pyrite stringers in a brecciated, tourmaline-rich fragmental andesite. WST-19-0088 was drilled from underground drill station AN-190-155-N located 190 metres below surface on section 2300E.

Qualified Person

The scientific and technical information in this news release has been reviewed, prepared and approved by Mr. Louis Grenier, M.Sc.A., P.Geo. (OGQ 800), Project Manager of Osisko’s Windfall Lake gold project, who is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Quality Control and Reporting Protocols

True width determination is estimated at 55-80% of the reported core length interval for the zone. Assays are uncut except where indicated. Intercepts occur within geological confines of major zones but have not been correlated to individual vein domains at this time. Reported intervals include minimum weighted averages of 3.0 g/t Au diluted over core lengths of at least 2.0 metres. All NQ core assays reported were obtained by either 1-kilogram screen fire assay or standard 50-gram fire-assaying-AA finish or gravimetric finish at (i) ALS Laboratories in Val d’Or, Québec, Thunder Bay, Ontario, Sudbury, Ontario or Vancouver, British Colombia, or (ii) Bureau Veritas in Timmins, Ontario. The 1-kilogram screen assay method is selected by the geologist when samples contain coarse gold or present a higher percentage of pyrite than surrounding intervals. Selected samples are also analyzed for multi-elements, including silver, using an Aqua Regia-ICP-AES method at ALS Laboratories. Drill program design, Quality Assurance/Quality Control (“QA/QC”) and interpretation of results is performed by qualified persons employing a QA/QC program consistent with NI 43-101 and industry best practices. Standards and blanks are included with every 20 samples for QA/QC purposes by the Corporation as well as the lab. Approximately 5% of sample pulps are sent to secondary laboratories for check assay.

 

About the Windfall Lake Gold Deposit

The Windfall Lake gold deposit is located between Val-d’Or and Chibougamau in the Abitibi region of Québec, Canada. The mineral resource defined by Osisko, as disclosed in the Windfall Lake Technical Report (as defined below) and November 27, 2018 Lynx resource update, comprises 2,874,000 tonnes at 8.17 g/t Au (754,000 ounces) in the indicated mineral resource category and 10,352,000 tonnes at 7.11 g/t Au (2,366,000 ounces) in the inferred mineral resource category. For details regarding the key assumptions, parameters and methods used to estimate the mineral resources presented in respect of the Windfall Lake gold project, please see the technical report entitled “Technical Report and Mineral Resource Estimate for the Windfall Lake Project, Windfall Lake and Urban-Barry Properties” and dated June 12, 2018 (effective date of May 14, 2018), which has been prepared by InnovExplo Inc. from Val-d’Or, Québec (the “Windfall Lake Technical Report”) and the press release “Osisko Releases Mineral Resource Update for Lynx” dated November 27, 2018, which has been prepared by Osisko and reviewed and approved by Micon International, Ltd. from Toronto, Ontario. The Windfall Lake Technical Report and press release are available on Osisko’s website at www.osiskomining.com and on SEDAR under Osisko’s issuer profile at www.sedar.com. The Windfall Lake gold deposit is currently one of the highest grade resource-stage gold projects in Canada. Mineralization occurs in four principal zones: Lynx, Zone 27, Caribou and Underdog. All zones comprise sub-vertical lenses following intrusive porphyry contacts plunging to the northeast. The deposit is well defined from surface to a depth of 900 metres and remains open along strike and at depth. Mineralization has been identified 30 metres from surface in some areas and as deep as 2,000 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. Osisko holds a 100% interest in the high-grade Windfall Lake gold deposit located between Val-d’Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding the Urban Barry area and nearby Quevillon area (2,700 square kilometres).

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. The information in this news release about the Windfall Lake gold deposit being one of the highest grade resource-stage gold projects in Canada; the significance of results from the new infill drilling and the ongoing definition and expansion drilling at the Windfall Lake gold project; the significance of drill results, intersections and assays presented in this news release; Osisko’s timing and ability to prepare an updated resource estimate; the results of the updated resource estimate (if any); the continued growth of the Windfall deposit; the deposit remaining open along strike and at depth; the Lynx Zone remaining open to depth with excellent grades; potential depth extensions of the mineralized zones down-plunge and at depth; the actual mineralization of local visible gold; the type of drilling included in the drill program; potential mineralization; the potential to extend mineralization up and down-plunge and at depth at the Windfall Lake gold deposit; the ability to realize upon any mineralization in a manner that is economic; the ability to complete any proposed exploration activities and the results of such activities, including the continuity or extension of any mineralization; and any other information herein that is not a historical fact may be “forward-looking information”. Any statement that involves discussions with respect to 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”, “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 forward-looking information is based on reasonable assumptions and estimates of management of the Corporation at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Osisko to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors 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 Osisko to complete further exploration activities, including drilling; property interests in the Windfall Lake gold project; the ability of the Corporation to obtain required approvals and complete transactions on terms announced; the results of exploration activities; risks relating to mining activities; the global economic climate; 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.

 

For further information please contact:

John Burzynski, President and Chief Executive Officer

Tel: (416) 363-8653

OSISKO DISCOVERS NEW NEAR SURFACE HIGH-GRADE GOLD ZONE AT WINDFALL

Intercepts Include 393 g/t Au over 2.2 Metres and 31.0 g/t Au over 6.1 Metres

 

(Toronto, May 28, 2019) Osisko Mining Inc. (OSK:TSX. “Osisko” or the “Corporation”) is pleased to announce the discovery of a new shallow gold bearing zone at its 100% owned Windfall Lake gold project located in the Abitibi greenstone belt, Urban Township, Eeyou Istchee James Bay, Québec.

 

The new zone (“Windfall North”) was discovered in a previously unexplored area 350 metres north of the main deposit, and consists of gold-bearing quartz veins hosted in a silica-carbonate-sericite alteration envelope locally up to six metres wide. Mineralization occurs between 50 metres – 275 metres vertical depth from surface and remains open at depth and along strike, as two sub-parallel zones following the same general trend of the main deposit (zones plunging at 45 degrees NE).

 

Osisko President and Chief Executive Officer John Burzynski commented:  “Our extensive drill program at Windfall is continuing to deliver positive results on infill, expansion and exploration near the main deposit.  This new shallow high-grade discovery is a very positive sign that there is good potential to add new ounces near surface.  We expect to continue to grow the size of our deposit as we advance our work at Windfall, both near surface and with our deep drilling program.”

 

Highlights from the discovery include: 393 g/t Au over 2.2 metres in OSK-W-19-1883; 31.0 g/t Au over 6.1 metres in OSK-W-19-1911; and 82.9 g/t Au over 2.3 metres in OSK-W-19-1835.  Maps showing drill hole locations and full analytical results are available at www.osiskomining.com.

 

Significant new analytical results from 14 intercepts in 9 drill holes from the new discovery are presented below.

 

Hole No. From (m) To (m) Interval (m) Au (g/t) uncut Au (g/t)         cut to 100 g/t Zone
OSK-W-19-1835 348.8 351.1 2.3 82.9 18.9 Windfall N
including 349.8 350.2 0.4 468 100
OSK-W-19-1835 368.0 370.0 2.0 8.38   Windfall N
including 368.9 370.0 1.1 15.2  
 OSK-W-19-1835 414.3 418.0 3.7 4.17   Windfall N
including 417.0 418.0 1.0 10.6
OSK-W-19-1883 100.2 102.4 2.2 393 23.5 Windfall N
including 101.5 102.0 0.5 1725 100
OSK-W-19-1884 350.7 353.2 2.5 15.0   Windfall N
including 350.7 351.0 0.3 54.7
OSK-W-19-1888 165.3 168.0 2.7 5.62   Windfall N
including 165.3 165.9 0.6 25.1
OSK-W-19-1893 55.5 58.0 2.5 7.77   Windfall N
including 56.5 57.2 0.7 19.2
OSK-W-19-1894 347.4 349.4 2.0 9.51   Windfall N
including 347.8 348.7 0.9 20.7
OSK-W-19-1896 161.0 163.0 2.0 3.14   Windfall N
OSK-W-19-1906 99.7 101.7 2.0 7.10   Windfall N
including 100.0 100.3 0.3 19.4
and 100.3 100.7 0.4 16.4
OSK-W-19-1911 202.4 204.7 2.3 6.86 Windfall N
including 203.4 203.7 0.3 39.0
OSK-W-19-1911 211.3 217.4 6.1 31.0 12.6 Windfall N
including 215.7 216.0 0.3 474 100
OSK-W-19-1911 298.0 300.4 2.4 9.75 Windfall N
including 300.1 300.4 0.3 74.8
OSK-W-19-1911 393.9 396.3 2.4 12.9 Windfall N
including 394.6 395.4 0.8 30.1

Note: True widths are estimated at 65 – 80% of the reported core length interval.  See “Quality Control and Reporting Protocols” below.

 

Hole Number Azimuth (°) Dip (°) Length (m) UTM E UTM N Elevation Section
OSK-W-19-1835 172 -53 1293 452305 5435476 406 2825
OSK-W-19-1883 154 -46 294 452064 5435248 404 2500
OSK-W-19-1884 163 -52 459 452278 5435429 406 2800
OSK-W-19-1888 156 -46 285 452122 5435240 405 2550
OSK-W-19-1893 329 -45 182 452117 5435149 405 2500
OSK-W-19-1894 151 -61 459 452278 5435429 406 2800
OSK-W-19-1896 329 -51 570 452141 5435109 406 2500
OSK-W-19-1906 336 -54 240 452203 5435146 405 2575
OSK-W-19-1911 147 -50 404 452154 5435378 404 2650

 

 

OSK-W-19-1835 intersected three mineralized intervals: 82.9 g/t Au over 2.3 metres, 8.38 g/t Au over 2.0 metres and 4.17 g/t Au over 3.7 metres. The first interval contains local visible gold with ptygmatic tourmaline veins associated with a quartz-carbonate vein system. The host is a moderate sericite altered andesite. The second interval consists of 3% pyrite in quartz veins in a moderate sericite and weak silica altered gabbro. The third interval contains up to 2% disseminated and stringer pyrite with quartz-tourmaline-carbonate veins hosted in a moderate sericite altered gabbro.

 

OSK-W-19-1883 intersected 393 g/t Au over 2.2 metres. The interval contains local visible gold, up to 15% fine-grained, clustered, and stringer pyrite, 5% sphalerite, and trace chalcopyrite associated with crustiform quartz-carbonate veins hosted in a strongly bleached, moderate sericite and fuchsite altered fragmental andesite.

 

OSK-W-19-1884 intersected 15.0 g/t Au over 2.5 metres. Mineralization consists of local visible gold, up to 4% disseminated and clustered pyrite, 4% pyrite±tourmaline stringers, trace chalcopyrite and sphalerite in facture filling with associated pyrite within quartz-carbonate veins hosted in a moderate sericite altered contact between a fragmental andesite and a gabbro.

 

OSK-W-19-1888 intersected 5.62 g/t Au over 2.7 metres. Mineralization includes 15% pyrite with quartz-carbonate veins hosted in a bleached, moderate chlorite altered andesite and a porphyritic felsic intrusion.

 

OSK-W-19-1893 intersected 7.77 g/t Au over 2.5 metres. Mineralization consists of up to 30% semi-massive to massive pyrite in decimeter-scale bands, 4% disseminated pyrite with quartz-carbonate veins and 1% pyrite-tourmaline stringers hosted in a moderate silica altered rhyolite.

 

OSK-W-19-1894 intersected 9.51 g/t Au over 2.0 metres. Mineralization consists of 5% disseminated, stringer and clustered pyrite in a bleached and weak sericite altered andesite.

 

OSK-W-19-1896 intersected 3.14 g/t Au over 2.0 metres. Mineralization consists of trace pyrite-tourmaline stringers and trace pyrite clusters in a moderate chlorite, weak silica and sericite altered rhyolite.

 

OSK-W-19-1906 intersected 7.10 g/t Au over 2.0 metres. Mineralization consists of local visible gold, up to 10% interstitial pyrite with quartz-carbonate veins hosted in a brecciated intermediate volcanic unit with moderate sericite alteration.

 

OSK-W-19-1911 intersected four intervals: 6.86 g/t Au over 2.3 metres, 31.0 g/t Au over 6.1 metres, 9.75 g/t Au over 2.4 metres and 12.9 g/t Au over 2.4 metres. The first interval is composed of up 10% pyrite stringers in a moderate sericite altered dacite. The second interval contains local visible gold, up to 15% interstitial and stringer pyrite with quartz-carbonate veinlets in a faulted zone. The faulted zone contains felsic volcanic fragments with tourmaline-rich breccia, local visible gold and 5% disseminated, clustered and stringer pyrite associated with crustiform quartz-carbonate veins within a fuchsite altered gabbro. The third interval consists of up to 5% stringer and clustered pyrite and trace chalcopyrite stringers at the contact between a bleached andesite and a sericitized porphyritic felsic dike. The fourth interval contains 2% pyrite with quartz -tourmaline veins in a moderate carbonate and chlorite altered basalt near the contact with the Red Dog intrusion.

Qualified Person

The scientific and technical content of this news release has been reviewed, prepared and approved by Mr. Louis Grenier, M.Sc.A., P.Geo. (OGQ 800), Project Manager of Osisko’s Windfall Lake gold project, who is a “qualified person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Quality Control and Reporting Protocols

True width determination is estimated at 65-80% of the reported core length interval for the zone. Assays are uncut except where indicated. Intercepts occur within geological confines of major zones but have not been correlated to individual vein domains at this time. Reported intervals include minimum weighted averages of 3.0 g/t Au diluted over core lengths of at least 2.0 metres. All NQ core assays reported were obtained by either 1-kilogram screen fire assay or standard 50-gram fire-assaying-AA finish or gravimetric finish at (i) ALS Laboratories in Val d’Or, Québec, Thunder Bay, Ontario, Sudbury, Ontario or Vancouver, British Colombia, or (ii) Bureau Veritas in Timmins, Ontario. The 1-kilogram screen assay method is selected by the geologist when samples contain coarse gold or present a higher percentage of pyrite than surrounding intervals. Selected samples are also analyzed for multi-elements, including silver, using an Aqua Regia-ICP-AES method at ALS Laboratories. Drill program design, Quality Assurance/Quality Control (“QA/QC”) and interpretation of results is performed by qualified persons employing a QA/QC program consistent with NI 43-101 and industry best practices. Standards and blanks are included with every 20 samples for QA/QC purposes by the Corporation as well as the lab. Approximately 5% of sample pulps are sent to secondary laboratories for check assay.

 

About the Windfall Lake Gold Deposit

The Windfall Lake gold deposit is located between Val-d’Or and Chibougamau in the Abitibi region of Québec, Canada. The mineral resource defined by Osisko, as disclosed in the Windfall Lake Technical Report (as defined below) and November 27, 2018 Lynx resource update, comprises 2,874,000 tonnes at 8.17 g/t Au (754,000 ounces) in the indicated mineral resource category and 10,352,000 tonnes at 7.11 g/t Au (2,366,000 ounces) in the inferred mineral resource category. For details regarding the key assumptions, parameters and methods used to estimate the mineral resources presented in respect of the Windfall Lake gold project, please see the technical report entitled “Technical Report and Mineral Resource Estimate for the Windfall Lake Project, Windfall Lake and Urban-Barry Properties” and dated June 12, 2018 (effective date of May 14, 2018), which has been prepared by InnovExplo Inc. from Val-d’Or, Québec (the “Windfall Lake Technical Report”) and the press release “Osisko Releases Mineral Resource Update for Lynx” dated November 27, 2018, which has been prepared by Osisko and reviewed and approved by Micon International, Ltd. from Toronto, Ontario. The Windfall Lake Technical Report and press release are available on Osisko’s website at www.osiskomining.com and on SEDAR under Osisko’s issuer profile at www.sedar.com. The Windfall Lake gold deposit is currently one of the highest grade resource-stage gold projects in Canada. Mineralization occurs in four principal zones: Lynx, Zone 27, Caribou and Underdog. All zones comprise sub-vertical lenses following intrusive porphyry contacts plunging to the northeast. The deposit is well defined from surface to a depth of 900 metres and remains open along strike and at depth. Mineralization has been identified 30 metres from surface in some areas and as deep as 2,000 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. Osisko holds a 100% interest in the high-grade Windfall Lake gold deposit located between Val-d’Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding the Urban Barry area and nearby Quévillon area (2,700 square kilometres).

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. The information in this news release about the Windfall Lake gold deposit being one of the highest grade resource-stage gold projects in Canada; the significance of results from the new infill drilling and ongoing drill definition and expansion program at the Windfall Lake gold project; the significance of assay results presented in this news release; the deposit remaining open along strike and at depth; potential depth extensions of the mineralized zones down-plunge and at depth; the actual mineralization of local visible gold; the current 800,000 metre drill program; the type of drilling included in the drill program; potential mineralization; the potential to extend mineralization up and down-plunge and at depth at the Windfall Lake gold deposit; the ability to realize upon any mineralization in a manner that is economic; the ability to complete any proposed exploration activities and the results of such activities, including the continuity or extension of any mineralization; and any other information herein that is not a historical fact may be “forward-looking information”. Any statement that involves discussions with respect to 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”, “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 forward-looking information is based on reasonable assumptions and estimates of management of the Corporation at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Osisko to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors 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 Osisko to complete further exploration activities, including drilling; property interests in the Windfall Lake gold project; the ability of the Corporation to obtain required approvals and complete transactions on terms announced; the results of exploration activities; risks relating to mining activities; the global economic climate; 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.

 

For further information please contact:

John Burzynski
President and Chief Executive Officer

Telephone: (416) 363-8653

ALEXANDRIA MINERALS TO BE ACQUIRED BY WELL-FINANCED CHANTRELL / OSISKO RTO VEHICLE TO BE RENAMED “O3 MINING INC.”

Screen Shot 2019-05-14 at 4.33.24 PM

 

Not for distribution to United States newswire services or for release, publication, distribution or dissemination, directly or indirectly, in whole or in part, in or into the United States.

Chantrell Enters Into Definitive Arrangement Agreements With (i) Osisko Mining For Previously-Announced Spin-Out Transaction, And (ii) Alexandria Minerals For Business Combination With The Resulting Issuer – “O3 Mining Inc.”.

“O3 Mining Inc.” Will Be Well-Capitalized And, With The Support of Management of Osisko Mining, Its Mission Will Be To Acquire and Develop Mining Properties, With A Bias Towards Gold Properties Located In Ontario and Québec.

O3 Mining Inc. will:

  • be well-capitalized with approximately CDN $28-30 million in cash and marketable securities;
  • be supported by the proven board and management team of Osisko Mining; and
  • have a mandate to acquire and develop prospective gold properties and advanced staged gold assets in Ontario and Québec.

Toronto, Ontario (May 14, 2019) – Chantrell Ventures Corp. (NEX:CV.H) (“Chantrell“) is pleased to announce that it has entered into a definitive arrangement agreement with Alexandria Minerals Corporation (TSX-V:AZX; OTCQB:ALXDF; Frankfurt:A9D) (“Alexandria“) dated May 14, 2019 (the “Alexandria Arrangement Agreement“), pursuant to which, among other things, following the acquisition of certain non-core assets of Osisko Mining Inc. (OSK:TSX) (“Osisko Mining“) by Chantrell, which will result in the reverse-take over (the “Reverse Take-Over“) of Chantrell by Osisko Mining, the resulting issuer, which will be renamed “O3 Mining Inc.” (“O3 Mining” or the “Resulting Issuer“), will acquire all of the issued and outstanding common shares of Alexandria pursuant to a statutory plan of arrangement under Section 192 of the Canada Business Corporations Act(the “Alexandria Arrangement“).

Under the Alexandria Arrangement, shareholders of Alexandria (“Alexandria Shareholders“) (other than Alexandria Shareholders validly exercising their dissent rights, if any) will be entitled to receive 0.010309 common shares of O3 Mining (on a post-Consolidation (as defined below) basis) in exchange for each Alexandria share held immediately prior to the effective time of the Alexandria Arrangement.

The Alexandria Arrangement has been priced based on deemed value of CDN $3.88 per common share of O3 Mining (on a post-Consolidation (as defined below) basis), being the purchase price of subscription receipts issued under Chantrell’s CDN $18.2 million financing, and values the common shares of Alexandria at CDN $0.04 per share. The deemed purchase price of CDN $0.04 per common share of Alexandria represents a premium of approximately 18% over the five-day volume weighted average price (“VWAP“) and approximately 23% over the 20-day VWAP of common shares of Alexandria on the TSX Venture Exchange as of the close of trading on May 13, 2019.

Walter Henry, the Interim President and Chief Executive Officer of Alexandria commented: “This transaction will fold Alexandria’s key Val d’Or land package into O3 Mining’s exploration properties at an early stage of O3 Mining’s history. With its proven team of Québec explorers, strong balance sheet and available sources of funding, we believe that the O3 team will be able to apply their technical expertise to properly explore the Alexandria properties and maximize their long-term potential for all of O3 Mining’s stakeholders, including Alexandria’s current shareholders.”

Chantrell is also pleased to announce, further to its announcements dated February 20, 2019 and March 27, 2019, that it has entered into a definitive arrangement agreement with Osisko Mining dated May 14, 2019 (the “Osisko Arrangement Agreement“), pursuant to which, among other things, certain non-core assets of Osisko Mining will be transferred to Chantrell, resulting in the Reverse Take-Over of Chantrell by Osisko Mining, by way of a statutory plan of arrangement under Section 182 of the Business Corporations Act(Ontario).

See press releases of Chantrell dated February 20, 2019 entitled “Osisko Mining Inc. Announces Transaction to Spinout Non-Core Assets to Chantrell Ventures Corp.”and dated March 27, 2019 entitled “Osisko Mining Inc. – Chantrell Ventures Corp. Transaction Update”.

Alexandria Acquisition

On May 14, 2019, Chantrell and Alexandria entered into the Alexandria Arrangement Agreement pursuant to which, among other things, O3 Mining will acquire all of the issued and outstanding common shares of Alexandria pursuant to a statutory plan of arrangement under Section 192 of the Canada Business Corporations Act. Under the Alexandria Arrangement, Alexandria Shareholders (other than Alexandria Shareholders validly exercising their dissent rights, if any) will be entitled to receive 0.010309 common shares of O3 Mining (on a post-Consolidation basis) in exchange for each Alexandria share held immediately prior to the effective time of the Alexandria Arrangement.

Alexandria Approvals

Completion of the Alexandria Arrangement is subject to, among other things, (i) the closing of the Reverse Take-Over, (ii) approval of the TSX Venture Exchange, (iii) approval of the Ontario Superior Court of Justice (Commercial List), (iv) approval of the Alexandria Arrangement Resolution (as defined below), and (v) the satisfaction or waiver of certain other customary conditions for a transaction of this nature.

Alexandria Meeting

Shareholders of Alexandria will be asked to approve a special resolution to authorize the Alexandria Arrangement (the “Alexandria Arrangement Resolution“) at a special meeting of Alexandria Shareholders (the “Alexandria Meeting“). The requisite approval of the Alexandria Arrangement Resolution will be at least two-thirds (66⅔ percent) of the votes cast on the Alexandria Arrangement Resolution by the Alexandria Shareholders, voting as a single class, present in person or by proxy at the Alexandria Meeting.

The Alexandria Meeting is expected to be held in late June 2019 to consider the Alexandria Arrangement Resolution. A management information circular of Alexandria containing additional details about the Alexandria Arrangement will be mailed to Alexandria Shareholders in connection with the Alexandria Meeting.

Other Terms

The Alexandria Arrangement Agreement includes representations, warranties and covenants typical of a transaction of this nature, along with customary non-solicitation, right to match, and fiduciary provisions. In addition, Alexandria has agreed to pay a termination fee of CDN $875,000 to Chantrell if the Alexandria Arrangement Agreement is terminated in certain circumstances, including if Alexandria enters into an agreement with respect to a superior proposal or if the Board of Directors of Alexandria (the “Alexandria Board“) withdraws its recommendation with respect to the Alexandria Arrangement.

Completion of the Alexandria Arrangement is subject to a condition that Alexandria Shareholdersholding no more than 10% of the outstanding common shares of Alexandria will have exercised dissent rights in respect of the Alexandria Arrangement.

In connection with the Arrangement Agreement and the transactions contemplated therein, Chantrell and Alexandria have, among other things, agreed that: (i) Chantrell will cause Osisko to provide certain loan advances to Alexandria prior to the effective time of the Alexandria Arrangement; and (ii) the Alexandria Shareholders are expected to hold approximately 14.5% of the issued share capital of O3 Mining upon completion of both the Alexandria Arrangement and the Reverse Take-Over.

Separately, Alexandria terminated the proposed royalty sale that was announced on April 1, 2019 after Alexandria and the applicable third party failed to agree on terms and conditions necessary for the sale.

The Alexandria Board unanimously recommends that Alexandria Shareholders vote in favour of the resolution to approve the Alexandria Arrangement at the Alexandria Meeting. The recommendation of the Alexandria Board is supported by a fairness opinion by INFOR Financial Inc. to the effect that, as of the date of their opinion, and subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be received by Alexandria Shareholders pursuant to the Alexandria Arrangement is fair, from a financial point of view, to the Alexandria Shareholders.

Each director and officer of Alexandria has entered into a voting support agreement with Chantrell to, among other things, vote their common shares of Alexandria in favour of the Alexandria Arrangement and to otherwise support its completion of the Alexandria Arrangement,subject to the provisions of the voting support agreement.

The Alexandria Arrangement is expected to close in July 2019. The Alexandria Arrangement Agreement, which describes the full particulars of the Alexandria Arrangement, will be made available on SEDAR (www.sedar.com) under Alexandria’s issuer profile.

Reverse Take-Over by Osisko Mining

On May 14, 2019, Chantrell and Osisko Mining entered into the Osisko Arrangement Agreement pursuant to which, among other things,certain non-core assets of Osisko Mining will be transferred to Chantrell, resulting in theReverse Take-Over of Chantrell by Osisko Mining, by way of a statutory plan of arrangement under Section 182 of the Business Corporations Act(Ontario).

See press releases of Chantrell dated February 20, 2019 entitled “Osisko Mining Inc. Announces Transaction to Spinout Non-Core Assets to Chantrell Ventures Corp.”and dated March 27, 2019 entitled “Osisko Mining Inc. – Chantrell Ventures Corp. Transaction Update”.

The assets of Osisko Mining to be transferred to Chantrell pursuant to the Reverse Take-Over include: (i) the Marban deposit (located in Québec’s Abitibi gold mining district between Val-d’Or and Malartic); (ii) the Garrison deposit (located in the Larder Lake Mining Division in north east Ontario); (iii) certain other exploration properties and earn-in rights; and (iv) a portfolio of selected marketable securities (collectively, the “Transferred Assets“).

Pursuant to the Reverse Take-Over, Osisko Mining will transfer the Transferred Assets to Chantrell in exchange for an aggregate of 24,977,898 common shares of O3 Mining (after giving effect to the Consolidation). Each common share of Chantrell being issued in exchange for the Transferred Assets will have a deemed value of CDN $3.88 per share, as determined by the board of directors of Chantrell.

In connection with the Reverse Take-Over, Chantrell will also, among other things: (i) change its name to “O3 Mining Inc.” or such other name as may be acceptable to applicable regulatory authorities; (ii) replace all directors and officers of the Resulting Issuer; (iii) obtain conditional listing approval for the listing of the Resulting Issuer on the TSX Venture Exchange; (iv) consolidate the common shares of the Resulting Issuer on a 40:1 basis, subject to adjustment (the “Consolidation“); (v) continue from British Columbia to Ontario (the “Continuance“); and (vi) complete the conversion of the outstanding subscription receipts of Chantrell for the underlying securities.

The Reverse Take-Over was negotiated at arm’s length. Trading of Chantrell’s common shares has been halted pending further filings with the TSX Venture Exchange.

Chantrell may, from time to time, acquire further assets in exchange for common shares of Chantrell or cash prior to, or following the completion of, the Reverse Take-Over.

Chantrell Approvals

Completion of the Reverse Take-Over is subject to, among other things, (i) approval of the TSX Venture Exchange, (ii) approval of the Ontario Superior Court of Justice (Commercial List), (iii) approval by the shareholders of Chantrell (“Chantrell Shareholders“) of the RTO Resolution (as defined below) and certain other resolutions described below, and (iv) the satisfaction or waiver of certain other customary conditions for a transaction of this nature.

Chantrell Meeting

Chantrell Shareholders will be asked to approve special resolutions to, among other things, authorize the Reverse Take-Over (the “RTO Resolution“), the Continuance (the “Continuance Resolution“) and the Consolidation (the “Consolidation Resolution“) at a special meeting of Chantrell Shareholders (the “Chantrell Meeting“). The requisite approvals of the RTO Resolution, the Continuance Resolution and the Consolidation Resolution will, in each case, be at least two-thirds (66⅔ percent) of the votes cast on the RTO Resolution, the Continuance Resolution and the Consolidation Resolution, as the case may be, by the Chantrell Shareholders, voting as a single class, present in person or by proxy at the Chantrell Meeting.

Chantrell Shareholders who own or control, directly or indirectly, approximately 63.7% of the outstanding common shares of Chantrell have entered into a voting support agreement with Osisko Mining to, among other things, vote their common shares of Chantrell in favour of the resolutions described above, subject to the provisions of the voting support agreement.

The Chantrell Meeting is expected to be held in late June 2019 to, among other things, consider the RTO Resolution, the Continuance Resolution and the Consolidation Resolution. A management information circular of Chantrell containing additional details about the Reverse Take-Over, the Continuance, the Consolidation and the Alexandria Arrangement will be mailed to Chantrell Shareholders in connection with the Chantrell Meeting.

Other Terms

The Osisko Arrangement Agreement includes representations, warranties and covenants typical of a transaction of this nature, along with customary non-solicitation, right to match, and fiduciary provisions. In addition, Chantrell has agreed to pay a termination fee of CDN $3 million to Osisko Mining if the Osisko Arrangement Agreement is terminated in certain circumstances, including if Chantrell enters into an agreement with respect to a superior proposal or if the Board of Directors of Chantrell withdraws its recommendation with respect to the Reverse Take-Over. Osisko Mining has agreed to pay a termination fee of CDN $1 million to Chantrell if the Osisko Arrangement Agreement is terminated in certain circumstances.

Completion of the Reverse Take-Over is subject to a condition that Chantrell Shareholders holding no more than 5% of outstanding common shares of Chantrell will have exercised dissent rights in respect of the Reverse Take-Over.

The Osisko Arrangement Agreement, which describes the full particulars of the Reverse Take-Over, will be made available on SEDAR (www.sedar.com) under Chantrell’s issuer profile.

The Reverse Take-Over is expected to close in July 2019. The closing of the Reverse Take-Over is not conditional on the closing of the Alexandria Arrangement.

Advisors

Cassels Brock & Blackwell LLP is acting as Chantrell’s legal advisor. Cormark Securities Inc. has provided a fairness opinion to the Board of Directors of Chantrell that the Alexandria Arrangement is fair, from a financial point of view, to the Chantrell Shareholders, subject to the assumptions, limitations and qualifications set out in such fairness opinion.

Sprott Capital Partners is acting as Alexandria’s financial advisor and Aird & Berlis LLP is acting as Alexandria’s legal advisor. As mentioned above,INFOR Financial Inc. was also engaged by the Alexandria Board as an independent financial advisor to provide an independent fairness opinion in respect of the Alexandria Arrangement.

Bennett Jones LLP is acting as Osisko Mining’s legal advisor.

About Chantrell Ventures Corp.

Chantrell’s mission is to enhance shareholder value through the acquisition and development of mining properties, with a bias towards gold projects in Ontario and Québec.

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 100% interest in the high-grade Windfall Lake gold deposit located between Val-d’Or and Chibougamau in Québec and holds a 100% undivided interest in a large area of claims in the surrounding the Urban Barry area and nearby Quévillon area (over 3,500 square kilometres).

 

 

About Alexandria Minerals Corporation

Alexandria Minerals Corporation is a Toronto-based junior gold exploration and development company with its strategic property located in the world-class mining district of Val d’Or, Québec. Alexandria’s focus is on its flagship property, the large Cadillac Break Property package in Val d’Or, which hosts important, near-surface, gold resources along the prolific, gold-producing Cadillac Break, all of which have significant growth potential.

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 and projections as at the date of this news release. The information in this news release about the completion of the spin-out transaction and business combination described herein, the timing of the various shareholder meetings, the expected timing and contents of the management information circulars, the expecting timing of the closing of the spin-out transaction and business combination, and other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the companies participating in the transactions described herein (collectively the “Participating Companies”) and other information that is not historical facts.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “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 forward-looking information is based on reasonable assumptions and estimates of management of the Participating Companies, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Participating Companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to the completion of the transactions described herein; risks relating to property interests; the global economic climate; metal prices; dilution; ability of Chantrell to complete further acquisitions; 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, the Participating Companies cannot assure shareholders and prospective purchasers 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 the Participating Companies nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Participating Companies do 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.

For further information on Chantrell Ventures Corp., please contact:

Paul Parisotto
President, CEO and Director
(416) 874-1702

For further information on Osisko Mining Inc., please contact:

John Burzynski
President, CEO and Director
(416) 363-8653

For further information on Alexandria Minerals Corporation, please contact:

Walter Henry
Acting President and CEO
(416) 414-5825
info@azx.ca

The distribution of the Chantrell Shares in connection with the transactions described herein will not be registered under the United States Securities Act of 1933 (the “U.S. Securities Act“) and the Chantrell Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Chantrell Shares, nor shall there be any offer or sale of the Chantrell Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.