Osisko Development Corp. ("
Osisko Development")
(NYSE: ODV, TSXV: ODV) and O3 Mining Inc. ("
O3
Mining") (TSXV: OIII, OTCQX: OIIIF) are pleased to
announce the successful formation and capitalization of "Electric
Elements Mining Corp." ("
Electric Elements") to
explore for lithium potential on certain James Bay properties in
Eeyou Istchee Area, Nunavik, Québec transferred to Electric
Elements by Osisko Development and O3 Mining (the "
Spin-out
Transaction").
Spin-Out Transaction
Pursuant to the Spin-out Transaction, Electric
Elements acquired from:
|
(i) |
Osisko Development, all of its shares and
partnership units in certain subsidiaries holding the rights and
title to and interest in its James Bay properties, in exchange for
the issuance by Electric Elements to Osisko Development of
9,599,999 common shares of Electric Elements ("EEM
Shares"); and |
|
|
|
|
(ii) |
O3 Mining, all of its rights and title to and
interest in its Éléonore Opinaca property, in exchange for
2,400,000 EEM Shares (the "Transfer"). |
|
|
|
After giving effect to the Transfer, Osisko
Development and O3 Mining held 80% and 20%, respectively, of the
outstanding EEM Shares.
The assets transferred to Electric Elements
consist of: (i) all of the issued and outstanding shares of Coulon
Mines Inc., formerly a wholly-owned subsidiary of Osisko
Development; (ii) all of the issued and outstanding common shares
of 9852239 Canada Inc., formerly a wholly-owned subsidiary of
Osisko Development; (iii) all of the issued and outstanding
partnership units in General Partnership Osisko Baie James formerly
held by Osisko Development; and (iv) all of O3 Mining's rights,
title and interest in and to the Éléonore Opinaca property,
together with any claims, permits, leases, or other forms of tenure
substituted, renewed or amended for such interests, and all
contractual rights currently held or acquired for the benefit of
such property (collectively, the "Transferred
Assets").
Financing
Subsequent to the Transfer, Electric Elements
completed an equity financing of 8,217,405 EEM Shares at a price of
C$0.50 per EEM Share for aggregate gross proceeds to Electric
Elements of C$4,108,702.50 (the "Financing").
Proceeds of the Financing will be used by Electric Elements to fund
the first phase of exploration activities on its newly-acquired
James Bay properties and for general corporate purposes.
After giving effect to the Financing,
Osisko Development and O3 Mining hold approximately 47% and 12%,
respectively, of the outstanding EEM Shares, with the remaining
approximately 41% of the outstanding EEM Shares held by the
subscribers participating in the Financing.
Completion of the Spin-out Transaction allows
Osisko Development and O3 Mining to continue to focus on their
respective primary businesses of developing their respective
material gold properties, while continuing to have exposure to the
Transferred Assets through their respective ownership interests in
Electric Elements.
The Financing was completed in reliance on
exemptions from the prospectus requirement under National
Instrument 45-106 – Prospectus Exemptions, and the EEM Shares sold
thereunder are subject to resale restrictions under Canadian
securities laws ending four months and one day after the date that
Electric Elements becomes a reporting issuer in any province or
territory of Canada.
Certain insiders of Osisko Development
participated in the Financing for an aggregate of 1,400,000 EEM
Shares for total consideration of C$700,000. Each subscription by
an insider may be considered to be a "related party transaction"
for purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101") as the Financing may be a transaction whereby
Osisko Development is deemed to sell, transfer or dispose of an
asset to "related parties" (within the meaning of MI 61-101). The
subscriptions by such related parties are exempt from the formal
valuation and minority shareholder requirements under MI 61-101 in
reliance upon the exemptions contained in section 5.5(a) and
5.7(1)(a), respectively, of MI 61-101 as the fair market value of
the transaction, insofar as it involves interested parties, is not
more than the 25% of Osisko Development's market
capitalization.
About Osisko
Development Corp.
Osisko Development Corp. is a premier North
American gold development company focused on high-quality
past-producing properties located in mining friendly jurisdictions
with district scale potential. The Company's objective is to become
an intermediate gold producer by advancing its 100%-owned Cariboo
Gold Project, located in central B.C., Canada, the Tintic Project
in the historic East Tintic mining district in Utah, U.S.A., and
the San Antonio Gold Project in Sonora, Mexico. In addition to
considerable brownfield exploration potential of these properties,
that benefit from significant historical mining data, existing
infrastructure and access to skilled labour, the Company's project
pipeline is complemented by other prospective exploration
properties. The Company's strategy is to develop attractive,
long-life, socially and environmentally sustainable mining assets,
while minimizing exposure to development risk and growing mineral
resources.
For further information about Osisko Development Corp,
please contact:
Sean Roosen | Chair & CEOTelephone: (514)
940-0685 Email: sroosen@osiskodev.com
Philip Rabenok | Investor Relations Telephone:
(437) 423-3644 Email: prabenok@osiskodev.com
About O3 Mining Inc.
O3 Mining Inc. is a gold explorer and mine
developer on the road to produce from its highly prospective gold
camps in Québec, Canada. O3 Mining benefits from the support and
expertise of a team of industry leaders as it grows towards being a
gold producer with several multi-million-ounce deposits in
Québec.
O3 Mining is well-capitalized and owns a 100%
interest in all its properties (62,000 hectares) in Québec. O3
Mining trades on the TSX Venture Exchange (TSXV: OIII) and OTC
Markets (OTCQX: OIIIF). The Corporation is focused on delivering
superior returns to its shareholders and long-term benefits to its
stakeholders. Further information can be found on O3 Mining's
website at https://o3mining.com
For further information about O3 Mining Inc., please
contact:
José Vizquerra | CEO, President &
DirectorEmail: info@o3mining.com
Alex Rodriguez | Vice President, Corporate
DevelopmentEmail: arodriguez@o3mining.com Telephone: (647)
391-7724
CAUTION REGARDING FORWARD LOOKING
STATEMENTS
This news release contains "forward‐looking
information" (within the meaning of applicable Canadian securities
laws) and "forward‐ looking statements" (within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995). Such
statements or information are identified with words such as
"anticipate", "believe", "expect", "plan", "intend", "potential",
"estimate", "propose", "project", "outlook", "foresee" or similar
words suggesting future outcomes or statements regarding any
potential outcome. Such statements in this news release may
include, without limitation, statements pertaining to: references
to the lithium potential of the James Bay and Éléonore Opinaca
properties, the use of proceeds from the Financing, and the ability
of Electric Elements to carry out its first phase of exploration
activities. Such forward-looking information or statements are
based on a number of risks, uncertainties and assumptions which may
cause actual results or other expectations to differ materially
from those anticipated and which may prove to be incorrect. Actual
results could differ materially due to a number of factors,
including, without limitation, satisfying the requirements of the
TSX Venture Exchange (if at all). Although the Company believes
that the expectations reflected in the forward‐looking information
or statements are reasonable, prospective investors in the Company
securities should not place undue reliance on forward-looking
statements because the Company can provide no assurance that such
expectations will prove to be correct. Forward‐looking information
and statements contained in this news release are as of the date of
this news release and the Company assumes no obligation to update
or revise this forward-looking information and statements except as
required by law.
Neither 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 release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
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