19
Acquisition of Pine Point Mining December 2017 TSXV: OM

Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Acquisition of Pine Point Mining December 2017

TSXV: OM

Page 2: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

2

This presentation (the "Presentation") contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All

statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this Presentation. Any statement that involves

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 statements.

In this Presentation, forward-looking statements relate, among other things, to the market capitalization of Osisko Metals Incorporated ("Osisko Metals"); the market capitalization of Pine Point; the strong balance

sheet of Osisko Metals; the pro forma balance sheet; the addition of resources to the Pine Point camp; the potential of the Bathurst Mining Camp and related projects and Quebec GenEx projects, if any; the

proposed exploration activities at both of the project sites; the exploration potential of the Pine Point assets; the re-rating potential; the timing and ability, if at all, of Osisko Metals to follow-up on the previous

historical drill results within the Bathurst Mining Camp and the Quebec GenEx projects; the ability of Osisko Metals to create shareholder value; the major shareholders and research coverage of Osisko Metals

going forward; in the Bathurst Mining Camp, the development of the multi-deposit strategy using a central concentrator, including the use of the existing power grid, access to the existing water supplies, access to

existing rail and road networks; district-scaled exploration opportunities; comparisons of global resources to enterprise valuation; the timing and success of exploration, development and metallurgical testing

activities; the timing, extent and success of mining operations (if any), project development and related permitting; the results of exploration programs; the results of economic analyses (if any); the ability to expand

mineral resources beyond current historical mineral resource estimates; opportunities for growth of mineral projects; estimates of zinc prices; the ability to adapt to changes in zinc prices; estimates of costs,

estimates of planned exploration and development expenditures and estimates of mine development and construction. All forward-looking information entails various risks and uncertainties that are based on

current expectations and actual results may differ materially from those contained in such information

These uncertainties and risks include, but are not limited to, 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 Metals to complete further exploration activities, including drilling; property interests in the Bathurst Mining Camp; the ability of Osisko Metals to obtain required approvals and

complete transactions on terms announced; the ability of Osisko Metals to successfully integrate the operations and assets of Pine Point into its business; the results of exploration activities; risks relating to

mining activities; fluctuations in spot and forward prices of zinc and other base metals; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in

international, national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration,

development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and

hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of

increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from

government authorities); and title to properties. Risks and uncertainties about Osisko Metals' business are more fully discussed in the disclosure materials filed with the securities regulatory authorities in

Canada, which are available on SEDAR under the issuer profile of Osisko Metals at www.sedar.com. Readers are urged to read these materials and should not place undue reliance on any forward‐looking

statement and information contained in this Presentation. Except as required by law, Osisko Metals assume no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other

factors, should they change, except as required by law.

The information herein is not for distribution and does not constitute an offer to sell or the solicitation of any offer to buy any securities in the United States of America or to or for the benefit of any US Person as

such term is defined under the United States Securities Act of 1933, as amended.

MINERAL RESOURCES

This Presentation contains information regarding mineral resources estimated at the projects of the companies referenced herein. Mineral resources are not mineral reserves and do not have demonstrated

economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, socio-political, marketing or other relevant issues. In particular, the quantity and grade of

reported inferred mineral resources in the estimates referenced in this Presentation are uncertain in nature and there is insufficient exploration to define these inferred mineral resources as an indicated or

measured mineral resource in all cases. It is uncertain in all cases whether further exploration will result in upgrading the inferred mineral resources to an indicated or measured mineral resource category.

QUALIFIED PERSON

The scientific and technical information contained in this Presentation has been reviewed and approved by Jeff Hussey, P.Geo. and President & CEO of Osisko Metals, a "qualified person" within the meaning of

National Instrument 43-101 – Standards for Disclosure of Mineral Projects.

Forward-Looking Statements& CautionaryNotes Regarding TechnicalInformation

Page 3: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

3

ANew Exploration Leader In The

Base Metal Sector

Applying the Osisko Group’s aggressive strategy of consolidating

and developing mining camps to the Pine Point district.

Well funded with the ability to rapidly add resources in both camps

• Owner of one Canada’s most important

past producing zinc mines that was only

second in size to Brunswick #12 during

peak production.

• Controls the entire Pine Point district.

• Over 40 undeveloped historical open pit

deposits.

• Positive PEA completed in 2017

• Excellent metallurgy with potential to

produce high quality concentrates with

very low impurities.

• Owner of the largest land package (>

50,000 Ha) in the prolific Bathurst

Mining Camp (“BMC”), the 3rd largest

VMS camp in the world.

• 50,000 meter drill program ongoing to

convert historical resources to NI43-

101 Mineral Resource Estimates.

• Strong exploration, development and

operational team.

• Quebec portfolio of grassroot zinc

oriented projects.

Page 4: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

44

$0

$2

$4

$6

$8

$10

2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

In C

$ B

illio

ns

OVER THE YEARS, OSISKO AND ITS ASSOCIATES HAVE GENERATED OVER $9 BILLION OF VALUE

EXPERIENCED MANAGEMENT

TEAM

STRONG TECHNICAL

TEAM

HISTORY OF VALUECREATION

CREATION OF ACCELERATOR COMPANIES

SALE OF CANADIAN MALARTIC MINE AND SPIN-OUT OF OSISKO GOLD ROYALTIES

ACQUISITION OF VIRGINIA BY OSISKO GOLD ROYALTIES

1ST SALE OF VIRGINIA

SUCCESFUL DEVELOPMENT, CONSTRUCTION AND FINANCING OF THE CANADIAN MALARTIC GOLD MINE

ACQUISITION OF ORION MINE FINANCE ROYALTY PORTFOLIO BY OSISKO GOLD ROYALTIES

Track record of creating shareholder value

Page 5: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

5

Transaction Overview

Page 6: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

6

Transaction

Value• Total transaction value of C$34 million based on exchange ratio1

Consideration

• Each Pine Point Mining share will be exchanged for:

- 0.271 Osisko Metal shares implying an offer price of C$0.21

- 0.0677 Osisko Metal warrants with a strike price of C$1.50 and 12-

month term

- 1/10th of a SpinCo share

• 27% premium to Pine Point based on the 30-day volume-weighted

average prices of both companies

Key

Conditions

• Approval by 66 ⅔% of votes cast at Pine Point shareholder meeting

• Voting support agreements by directors, senior officers and certain

shareholders of Pine Point representing 38% of common shares

outstanding

• Customary non-solicitation covenants, fiduciary-out provisions and the

right to match any superior proposals

• Break fee of C$1.435 million payable by Pine Point Mining to Osisko

Metals in certain circumstances

Expected

Timeline• Pine Point Mining shareholder meeting to be held in Q1

Transaction Highlights

* 1. On a fully diluted in-the-money basis

Page 7: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Highly Beneficial to Both Shareholder Groups

Pine Point Mining

• Immediate and significant premium of

approximately 27% based on the 30-day

volume-weighted average prices of both

companies

• Meaningful ownership in Osisko Metals’ high-

quality, well-funded company with a portfolio of

assets, including the highly prospective

Bathurst Mining Camp

• Continued exposure to the Pine Point project

through shares of Osisko Metals

• Combined company provides an important

revaluation potential as a diversified explorer

and developer in the base metals space.

Osisko Metals

7

• The Pine Point acquisition provides Osisko

Metals with a significant position in another

historic Canadian base metal camp.

• Past production of 64 million tonnes grading

7.0% zinc and 3.1% lead. Pine Point was one

of Canada’s most profitable zinc producers

during its 20+ year life of mine.

• Accretive acquisition of a high-quality zinc asset

in Canada with significant exploration potential.

• Osisko Metals’ team is well suited to unlock

further value through systematic exploration

and development of the Pine Point district.

• Combined company provides an important

revaluation potential as a diversified explorer

and developer in the base metals space.

Page 8: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Pro Forma Osisko Metals

8

OsiskoMetals

Pine PointMining

ProForma

Cash (C$M) $38 -- $38

Debt (C$M) -- -- --

Basic Shares

Outstanding (M)70.4 151.5 111.

Options (M) 5.1 9.2 5.1

Warrants (M) 23.8 23.5 30.2

F.D. Shares

Outstanding (M)99.3 184.3 149.3

Capitalization Top Shareholders

Source: FactSet, Thomson ONE, SEDI and company disclosure.

Note: Assumes certain in-the-money securities of Pine Point exercised.

Team aligned with

shareholders to continue

growing the company

. . . .11.5%

. . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8%

. . . . . . . . . . . . . 6.2%

. . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4%

. . . . . . . . . . . . . . . . . . . . . . 5.8%

. . . . . . . . . . . . . . . . . 8.2%

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.9%

Osisko Gold Royalties & Osisko Mining

JP Morgan

RenVest Mercantile Bancorp

BlackRock

M&G Investment

Management & Insiders

Total

Page 9: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Positive Preliminary Economic

Assessment

9

• Mine plan: 10 open pit deposits

• Conventional processing

methods: crushing, dense

media separation, grinding and

conventional flotation

• Clean concentrates: impurities

are below penalty levels

• Strip ratio: 4:1 waste to ore

• Recoveries: 88% Zn, 85% Pb*

• Concentrate Grades:

Zn Conc = 59%, Pb Conc = 65%

* Lower in deposit N-204

Pre-Production (C$M) $154

Sustaining Capex (C$M) $117

Mine Output (tpd) 4,000 – 6,800

Mill Throughput (tpd) 1,800

M&I / Grade (MT / %) 25.8 / 2.9% Zn, 1.1% Pb

Inferred / Grade (MT / %) 3.7 / 2.9% Zn, 0.8% Pb

Mine Life (Years) 13

After-Tax NPV8% / IRR (C$M) / (%) $211 / 35%

Zn – Pb Price (US$/lb) $1.10 – $1.00

Exchange Rate (CAD:USD) 0.75

Osisko will continue to evaluate the project economics while

executing a dynamic exploration campaign

Page 10: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Pine Point Project Background

Zn

(%)

Pb

(%)

Indicated – Prismatic 7.3 7.3% 3.6%

Indicated – Prismatic Open Pit 8.4 4.5% 2.8%

Indicated – Tabular Open Pit 13.9 4.2% 1.3%

Indicated – Underground 3.8 7.6% 2.9%

Inferred – Prismatic Open Pit 5.4 3.2% 1.1%

Inferred – Tabular Open Pit 23.0 2.8% 0.8%

Inferred – Underground 9.0 4.1% 1.2%

Grand Total Historical Resource 70.8 4.2% 1.6%

Grade

Resource TypeTonnes

(M)

History

• From 1964-1987, Cominco

mined 64 million tonnes of ore

from 52 deposits at a grade of

7.0% zinc and 3.1% lead

• Most profitable lead-zinc mine

in Canadian history

• Shut down in 1987 due to

weak metal prices and high

fixed costs

• 46 undeveloped historical

deposit across the property

10

Historical Resources 1

6.5 Billion Pounds of Zinc

2.5 Billion Pounds of Lead

1 Some of these resources are historical estimates and should not be relied upon. These estimates may not be National Instrument 43-101 (“NI 43-101”) compliant. Qualified person has not done sufficient work to classify the historical estimates as current mineral resources as defined by NI43-101.

Significant re-rating potential as Osisko Metals converts the

historical resources to NI43-101 Mineral Resource Estimates

Page 11: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Excellent Infrastructure

11

• Paved highway access

• Low-cost hydro-electric power

available on site

• Within 42 km of Hay River, known as the

“Hub of the North”; CN rail and airport

• Local skilled labour available

Page 12: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

12

SpinCo to consist of the Clear Lake zinc project, Davidson

molybdenum deposit and Darnley Bay

Clear Lake

• Spinco option to earn 100% interest

• Winter road access, airstrip on site

• 18,219 metres of historical drilling

• SRK estimates a 7.65 million tonne deposit grading 7.65% zinc,

1.08% lead and 22 g/t silver

Davidson

• Spinco option to earn 100% interest

• Measure and Indicated Mineral Resource Estimate of 90 million

tonnes grading 0.171% molybdenum and 0.034% tungsten

• 74,000 metres of drilling to date and further 2,600 meters of

underground development

• Historical studies indicated that low-cost sublevel stoping is viable

Darnley Bay

• Held under agreement with Inuvialuit Regional Corp

• Largest land-based gravity anomaly in the world; 60x100 km

• $20 million spent to date

• 2013 MT survey outlined several 3-4 km long targets

New SpinCo to be Formed with Earlier

Stage Assets of Pine Point Mining

Page 13: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

13

Osisko Metals

Overview

Page 14: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Executive Team &Directors

Management

Jeff Hussey P.Geo, President & CEO

Paul A. Dumas CA, Executive VP & CFO

Killian Charles, VP Corporate Development

Robin Adair P. Geo, VP Exploration

Gary Woods P. Geo., Senior Exploration Manager

Christina Lalli CPIR, Director Investor Relations

Board of Directors

Independents:

Robert Wares, P. Geo, Chairman

John Burzynski, P. Geo, Director

Luc Lessard, P. Eng, Director*

Amy Satov, LLB, Director*

Claude Charron, CA, Director*

Non-independents:

Jeff Hussey, P.Geo

Paul A. Dumas, CA

* Committee chairperson 14

Highly experienced and ready to lead the

NEW Osisko Metals

“Management & team has over 100 years

experience in the BMC & 200 years in

exploration, development and operations.”

Page 15: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

15Western BMC Eastern BMC

Source of historical resources is the New Brunswick Government Mineral Deposits database. A QP has not done sufficient work to classify the historical estimates as current mineral resources. Osisko Metals is not treating the historical estimates as current mineral resources. Please refer to page 2 for important information in respect of this historical estimate.

Phase 1, 50,000 metre drill programFocused on upgrading historical deposits

Page 16: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

16

Gilmour South

• Investigating the potential for the thickening of high-

grade sulphides along previously unrecognized

structural corridors typically associated to major

deposits in the BMC.

• The Brunswick Horizon is present over 1.4km, and

composed of stratiform high grade zinc-lead sulphide

mineralization, and identical host-rock types and

alteration.

Significant previous intersections include:

• GS-98-14: 13.57% Zn, 7.63% Pb, 0.19% Cu, 436g/t Ag /

2.84m

• GS-99-22: 9.61% Zn, 1.02% Pb, 0.195 Cu, and 32.3g/t

Ag / 7.30m

Drilling begun at Gilmour South:

• Drill hole GS-00-22 Wedge intersected 11.31% Zn;

2.10% Pb; 0.16% Cu; 20.95g/t Ag and 0.21 g/t Au over

6.80 metres.

• Assays pending on 4 stepout drill holes (see Nov. 15,

2017 PR).Source of historical resources is the New Brunswick Government Mineral Deposits database. A QP has not done sufficient work to classify the historical estimates as current mineral resources. Osisko Metals is not treating the historical estimates as current mineral resources. Please refer to page 2 for important information in respect of this historical estimate.

Aggressive Exploration Program in the

Eastern BMC

Page 17: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

c

17

• Western BMC has had relatively less

exploration than the Eastern BMC.

Mount Fronsac:

• Most recent BMC discovery in 1999.

• Unclassified historical resource at

1,260,000 tonnes grading 7.65% zinc,

2.18% lead and 40.3 g/t silver.

• Near-term objective to upgrade and

expand historical resources to NI43-101

compliance.

Drilling begun at Mount Fronsac:

• MF00-31-Wedge intersected 12.4 metres

of 9.29% Zn and 2.84% Pb, and 45.1

grams per tonne Ag.

• Assays pending on 3 stepout drill holes

(see Dec 6, 2017 PR)

Western BMC

Source of historical resources is the New Brunswick Government Mineral Deposits database. A QP has not done sufficient work to classify the historical estimates as current mineral resources. Osisko Metals is not treating the historical estimates as current mineral resources. Please refer to page 2 for important information in respect of this historical estimate.

Page 18: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Grass Roots Exploration in Québec

18Source of historical resources is the Ministère de l'Énergie et des Ressources Naturelles du Quebec (MERN & SIGEOM) databases. A QP has not done sufficient work to classify the historical estimates as current mineral resources. Osisko Metals is not treating the historical estimates as current mineral resources. Please refer to page 2 for important information in respect of this historical estimate.

c

• Total land package: 42,800 hectares

• Model-driven acquisitions covering 12 targets

comprising four classic zinc environments

(VMS, MVT, SEDEX & SKARN).

• Plan to selectively advance projects based on

exploration results.

Highlights include:

• Schefferville (SEDEX)

Largest surficial zinc lake sediment

anomaly area in Eastern Canada (60 x 10

km)

• Montauban (BROKEN HILL)

9 showings with grabs up to 17.1% Zn

• Normetal Sud (SEDEX/VMS)

6 showings with grabs up to 10.2% Zn

Page 19: Acquisition of Pine Point Mining December 2017€¦ · 3 ANewExploration Leader InThe BaseMetalSector Applying the Osisko Group’s aggressive strategy of consolidating and developing

Contacts

1100, av. des Canadiens-de-Montréal

Suite 300

Montreal, Qc, H3B 2S2

Tel: 514-940-0670 Fax: 514-861-1333

Investors and General Inquiries:

[email protected]

19