Osisko Metals Announces Closing of $6.5 Million Royalty Financing on the Pine Point Project

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES
OR FOR RELEASE IN THE UNITED STATES

MONTREAL, Feb. 11. 2022 (GLOBE NEWSWIRE) — Osisko Metals Incorporated (the “Society” Where “Osisko Metals“) (TSX-V: OM; OTCQX: OMZNF; FRANKFURT: 0B51) is pleased to announce that it has entered into a binding letter of agreement with Osisko Gold Royalties Ltd. (“Osisko royalties“), pursuant to which Osisko Royalties will receive an additional 1.0% net smelter return royalty (“NSR royalty“) on the Pine Point Project in exchange for cash consideration of $6.5 million (the “NSR Amendment“), subject to the satisfaction of closing conditions thereto, including the approval of the TSX Venture Exchange.

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After giving effect to the NSR Amendment, Osisko Royalties will own a combined 3.0% NSR royalty on the Pine Point project (which is not subject to the buyout rights in favor of Osisko Metals).

The NSR Amendment is a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“) and Policy 5.9 – Protection of minority security holders during special operations of the TSX Venture Exchange, as Osisko Royalties is a “related party” (for purposes of NI 61-101) of the Company by virtue of beneficial ownership of more than 10% of the outstanding common shares of the Company. Royalties Osisko is also considered a non-arm’s length party to the issuer under the policies of the TSX Venture Exchange. The Company relies on exemptions from the formal valuation and minority shareholder approval requirements available under NI 61-101. The Company is exempt from the formal requirement of valuation under section 5.4 of NI 61-101 in reliance on sections 5.5(a) and (b) of NI 61-101 as the fair market value of the transaction, to the extent it involves interested parties, does not exceed 25% of the market capitalization of the Company, and no securities of the Company are listed or quoted for trading on stock exchanges or prescribed stock exchanges . In addition, the Company is exempt from the minority shareholder approval requirement in section 5.6 of NI 61-101 in reliance on section 5.7(b) since the fair market value of the transaction, to the extent where it involves interested parties, does not exceed 25% of the market capitalization of the Company.

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This press release does not constitute an offer to sell or a solicitation of an offer to buy and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including securities in The United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities law and may not be offered or sold in the United States or to, or on behalf of or for the benefit of United States Persons (as defined in Regulation S of the 1933 Act) unless registered under the 1933 Act and the applicable state securities laws, or an exemption from such registration requirements is available.

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About Osisko Metals

Osisko Metals Incorporated is a Canada-based exploration and development company that creates value in base metals. The Company controls one of the major former zinc mining camps in Canada, the Pine Point project, located in the Northwest Territories for which the 2020 PEA indicated an after-tax NPV of $500 million and an IRR of 29.6%. The 2020 PEA is based on current mineral resource estimates that are amenable to open pit and shallow underground mining and consists of 12.9 Mt grading 6.29% ZnEq of Indicated Mineral Resources and of 37.6 Mt grading 6.80% ZnEq inferred mineral resources. Please refer to the technical report entitled “Preliminary Economic Assessment, Pine Point Project, Hay River, Northwest Territories, Canada” dated July 30, which has been filed on SEDAR. Pine Point is located on the south shore of Great Slave Lake in the Northwest Territories, close to infrastructure, paved road access and has an electrical substation as well as 100 kilometers of viable transportation routes already in place.

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The current mineral resources referred to in this press release are NI43-101 compliant and have been prepared by independent qualified persons as defined by NI43-101 guidelines. The aforementioned Mineral Resources are not Mineral Reserves as they have not demonstrated economic viability. The quantity and grade of declared inferred mineral resources are conceptual in nature and are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not to verify geological quality and/or quality of continuity. Zinc equivalency percentages are calculated using metal prices, expected metal recoveries, concentrate grades, transportation costs, metals and smelter accruals (see respective technical reports for more details).

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For more information on this press release, visit www.osiskometals.com or contact:

Caution regarding forward-looking information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws that is based on expectations, estimates, projections and interpretations as of the date of this press release. The information contained in this press release regarding the closing of the offer (if any); the request for Units (if applicable); use of the NSR Offering and Modification proceeds; TSX Venture Exchange approval of the Offering; and any other information included herein that is not historical fact may be “forward-looking information”. Any statement involving discussion of predictions, expectations, interpretations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “s ‘expects’, or ‘does not expect’, ‘is expected’, ‘interpreted’, ‘management perspective’, ‘anticipates’ or ‘does not anticipate’, ‘plans’, ‘budgets “, “expected”, “anticipates”, “estimates”, “believes” or “intends” or variations of these words and expressions or indicating that certain actions, events or results “could” or “could”, ” would”, “could” or “will” be expected 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 made by the Company’s management at the time such assumptions and estimates were made, and involves known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of Osisko Metals should be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. These factors include, but are not limited to, capital and operating costs which vary significantly from estimates; the preliminary nature of metallurgical test results; delays in obtaining or failure to obtain governmental, environmental or other approvals required for the project; uncertainties relating to the availability and costs of necessary financing in the future; changes in stock markets; inflation; commodity price fluctuations; delays in project development; other risks related to the mining exploration and development industry; and risks disclosed in the Company’s public filings on SEDAR (www.sedar.com) under the issuer profile of Osisko Metals. Although the Company believes that the assumptions and factors used in preparing the forward-looking information contained in this press release are reasonable, undue reliance should not be placed on such information, which speaks only as of the date of this press release, and no assurance can be given that such events will occur within the time frames disclosed or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law..

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.

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