MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED

DECEMBER 31, 2021

The following management discussion and analysis (the "MD&A") of the operations and financial position of Osisko Metals Incorporated ("Osisko Metals" or the "Company") for the year ended December 31, 2021, should be read in conjunction with Osisko Metals' audited consolidated financial statements as at and for the year ended December 31, 2021 (the "Financial Statements"). The Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Consequently, all comparative financial information presented in the MD&A reflects the consistent application of IFRS.

Osisko Metals' management ("Management") is responsible for the preparation of the financial statements and other financial information relating to the Company included in this MD&A. The Board of Directors (the "Board") is responsible for ensuring that Management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board has appointed an Audit Committee composed entirely of independent directors. The Audit Committee meets with Management in order to discuss results of operations and the financial condition of the Company prior to making recommendations and submitting the financial statements to the Board for its consideration and approval for issuance to shareholders. The information included in the MD&A is as of March 28, 2022, the date when the Board approved the Financial Statements, following the recommendation of the Audit Committee. All monetary amounts included in this report are expressed in Canadian dollars ("C$"), the Company's reporting and functional currency, unless otherwise noted. The MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Cautionary Statement Regarding Forward-Looking Statements" section.

Table of Contents

Business DescriptionHighlights

3

3

Highlight - Subsequent to December 31, 2021Gaspé Option with Glencore

3

4

Exploration Assets and Exploration AdvancementsSelected Annual Financial Information

5

21

Results of Operations

22

Liquidity and Capital Resources Quarterly Information

22

23

Description of Financing Transactions, not already discussed Outlook

23

24

Related Party Transactions Commitments and Obligations Off-balance Sheet Items Outstanding Share Data Risk Factors

24

25

25

25

25

Financial Risks

28

Internal Control Disclosure

28

Basis of Presentation of Financial Statements Critical Accounting Estimates and Judgments Financial Instruments

28

29

29

Additional Information

29

Cautionary Statement Regarding Forward-Looking Statements Corporate Information

29

30

Business Description

The Company was incorporated under the provisions of the Business Corporations Act (Alberta) on May 10, 2000 and obtained a listing pursuant to the policies of the TSX Venture Exchange ("TSX-V") on August 22, 2001. Since May 2017, the Company is registered under the Business Corporations Act (British Columbia). The Company's shares are listed under the symbol "OM" on the TSX Venture Exchange ("TSX-V"), under the symbol "OB5" on the Frankfurt Stock Exchange and under the symbol "OMZNF" on the OTCQX Best Market (the "OTCQX").

Osisko Metals is an exploration and evaluation ("E&E") company focused on base metal projects located in Canada. The Company's objective is to position itself in proven mineral jurisdictions with rich mineral endowment, proven metallurgy, infrastructure, friendly regulatory structure and political stability. The Company's vision is to become a leading base metals development company in Canada.

The Company controls one of Canada's premier past-producing zinc mining camps, the Pine Point Project (the "Pine Point Project"), located near Hay River in the Northwest Territories ("Hay River"). Osisko Metals filed on SEDAR, a National Instrument 43-101, Standards of Disclosure for Mineral Projects ("NI 43-101") independent Preliminary Economic Assessment (the "2020 PEA" or "Pine Point PEA"), entitled "Preliminary Economic Assessment, Pine Point Project, Hay River, North West Territories, Canada" at the Pine Point Project on July 30, 2020.

Highlights

  • In August 2020, Osisko Metals announced an option agreement whereby Brunswick Exploration Inc. ("Brunswick Exploration") can acquire a majority interest in Osisko Metals' Brunswick Belt exploration property in the eastern portion of the Bathurst Mining Camp (the "Brunswick Belt Project"). On April 21, 2021, Osisko Metals announced that, following a TSX-V review, the terms of this option agreement were amended (the "Option Agreement").

  • On February 4, 2021, the Company announced that, in relation to the Pine Point Project, it had submitted an Environmental Assessment Initiation Package to the Mackenzie Valley Environmental Impact Review Board.

  • On April 29, 2021, Osisko Metals closed a brokered private placement of flow-through shares (the "2021 Offering"), issuing 12,000,000 common flow-through shares for gross proceeds $6.0 million.

  • On May 18, 2021, the Company announced the final results from the winter drilling program (the "Winter Program") at the Pine Point Project.

  • On July 14, 2021, Osisko Metals announced the start of a 13,000 metre summer-fall drill program at its Pine Point Project.

  • On July 27, 2021, the Company announced the launch of a Scope 1 level estimation of Greenhouse Gas emissions from the conceptual design that was included in the 2020 PEA.

  • On October 27, 2021, Osisko Metals provided positive results from its ongoing hydrogeological modelling and its application to dewatering costs at the Pine Point Project.

  • On December 22, 2021, the Company closed a brokered private placement of flow-through shares (the "2021 Placement"), issuing 10,432,783 common flow-through shares for gross proceeds $5.0 million.

Highlight - Subsequent to December 31, 2021

  • On February 25, 2022, the Company finalized an agreement with Osisko Gold Royalties Ltd ("OGR"), pursuant to which OGR will be granted a further 1.0% net smelter returns ("NSR") royalty on the Pine Point Project in exchange for cash consideration of $6.5 million.

  • On March 28, 2022, the Company announced the signing of a binding term sheet with Glencore Canada Corporation, a subsidiary of Glencore plc ("Glencore"), providing Osisko Metals with an option (the "Gaspé Option") to acquire a 100% interest in the past-producing Gaspé Copper Mine ("Gaspé Copper") for US$25 million, to be paid by Osisko Metals by way of a convertible note issued to Glencore upon the successful closing of the transaction and a cash payment of US$20 million, payable upon start of commercial production.

Gaspé Option with Glencore

On March 28, 2022, the Company announced the signing of the Gaspé Option with Glencore (Osisko Metals and Glencore, collectively the "Parties"), providing Osisko Metals with the option to acquire a 100% interest in Gaspé Copper located near Murdochville, Québec for US$25 million, to be paid by Osisko Metals by way of a convertible note issued to Glencore upon the successful closing of the transaction, and a cash payment of US$20 million, payable upon start of commercial production.

Gaspé Option Overview

Assuming exercise of the Gaspé Option, the acquisition by Osisko Metals of Gaspé Copper could provide the following benefits to the Company:

  • Transformational acquisition for the Company, providing shareholder exposure to a significant copper development asset that is located in a safe jurisdiction with an excellent track record of mine permitting, especially for metals critical to global decarbonization objectives;

  • Substantial exploration and resource development potential at Gaspé Copper, which includes the past-producing Mount Copper open pit mine, the higher-grade Needle Mountain and E-Zone underground mines, as well as the undeveloped Porphyry Mountain bulk tonnage deposit;

  • Drill program to start in April 2022 for the purpose of validating the inferred resource and the oxidation levels of mineralization at the Mount Copper deposit, which is a critical phase of due diligence on the project that will lead to a decision on whether to exercise the Gaspé Option before June 30 2022, and

  • Supportive infrastructure necessary for mine development is already in place, including green hydroelectric power and a neighboring wind farm with an electrical substation on the former mine site.

Transaction Overview

The Gaspé Option grants Osisko Metals the exclusive right to acquire a 100% interest in Gaspé Copper subject to the following terms:

  • Incurring drilling costs of $5 million to test oxidation levels within the mineralization that surrounds the historical Mount Copper open pit ("Mount Copper") and provide a letter indicating its intent to exercise the Gaspé Option by June 30, 2022; and

  • Completion by the Parties of all necessary due diligence inquiries and negotiating any outstanding matters by the Parties.

The Parties will work toward signing a definitive agreement no later than May 16, 2022, which will only become effective upon exercise of the Gaspé Option.

Once Osisko Metals has exercised the Gaspé Option, if at all, and the definitive agreement and all related documents (collectively, the "Definitive Agreement") are signed by the Parties, then the Parties will have three months (on or before September 30, 2022) to close the transaction, including the payment by Osisko Metals to Glencore of the US$25 million (the "Option Payment"). The Option Payment will be made by way of a convertible note (the "Note") to be issued to Glencore. The Note will be convertible by Glencore into units of Osisko Metals at a price of $0.40 per unit. Each unit will consist of one share and a half-warrant. Each whole warrant will entitle Glencore to acquire one common share of Osisko Metals at a price of $0.46 per share for a period of three years. Glencore will retain a 1% NSR on Mount Copper and a 3% NSR on all other mineral products extracted from this property.

As part of the transaction terms, Osisko Metals will be required to incur a total of $55 million in exploration and development expenditures, including permitting expenditures, over a period of four years from the date of the Definitive Agreement, with a minimum of $20 million to be incurred within the first two years of the date of the Definitive Agreement. Glencore will retain a commercially reasonable offtake for 100% of concentrates produced during the renewed life of mine at Gaspé Copper.

The Gaspé Option and acquisition by Osisko Metals of a 100% interest in Gaspé Copper remain subject to, among other things, the approval of (i) the TSX-V, and (ii) the shareholders of Osisko Metals to authorize Glencore to become a "control person" of the Company.

Exploration Assets and Exploration Advancements

The Company has interest in mining claims located in the Northwest Territories, the Province of New Brunswick and the Province of Quebec. The Company has incurred the following expenditures on advancing its E&E assets for the year ended December 31, 2021:

Balance -

Analysis/Property

Jan. 1, 2021 $

Geology $

Tech. studies $

Environ./ Community relations $

Balance -

Drilling $

Impairment $

Other $

Dec. 31, 2021 $

Quebec Properties Gilmour South

  • 2,307,540 2,162

Key Anacon Canadian Continental Mount Fronsac Other NB Properties Pine Point Total

4,389,763 4,939,246

- 691

631,716 1,564,291

438,125 35,723,180 49,993,861

- - - 1,141,202 1,144,055

- - - - - - 398,377 398,377

- - - - - - 852,326 852,326

  • - (2,309,702)

    -

    -

    -- -56,651 4,446,414

    -

    - 4,939,937

  • - (531,716)

    (100,000)

    -

    -

    -- 1,564,291

  • - (424,475)

7,229,988 7,229,988

-

(3,265,893)

(13,650) 69,778 12,779

- 45,414,851 56,365,493

Property

Quebec Properties Gilmour South Key Anacon Canadian Continental Mount Fronsac Other NB Properties Pine Point

Total

Analysis/

Tech.

Geo-

Geology

studies

physics

$

$

$

$

$

$

6,448,912

120,343

-

-

-

23,662

4,308,077

56,646

-

-

-

-

4,852,916

107,040

-

-

-

-

693,717

-

-

-

-

-

1,551,345

12,946

-

-

-

-

391,811

46,314

-

-

-

-

27,812,810

1,478,802

2,065,204

356,965

1,248,111

2,671,698

46,059,588

1,822,091

2,065,204

356,965

1,248,111

2,695,360

Environ./

Community

relations

Impairment

Other

$

$

$

(4,259,179)

(26,198)

2,307,540

-

25,040

4,389,763

-

(20,710)

4,939,246

(59,251)

(2,750)

631,716

-

-

1,564,291

-

-

438,125

-

89,590

35,723,180

(4,318,430)

64,972

49,993,861

Drilling

Balance -

Jan. 1, 2020

Balance - Dec. 31, 2020

The Northwest Territories

Unique among mining projects in the Northwest Territories, the Pine Point Project benefits from substantial infrastructure on the former Cominco Limited era mine site and in the region. This includes paved government highway road access to the site, approximately 100 km of 25 metre-wide mining haul roads on site, and an active hydro-electric power substation in the middle of the Pine Point Project. Hay River is 91 km to the west of the original Pine Point townsite via highway 5 and it is considered the economic and infrastructure "Hub of the North" benefitting from the CN railhead and direct road access from Edmonton. Located 60 km to the east of Pine Point is the Hamlet of Fort Resolution that also provides services to the Pine Point Project. The Northwest Territories Power Corporation Taltson Dam feeds an active hydro electrical power substation located at the former and proposed concentrator location on the property which in turn is relayed and supplies power to Hay River and Fort Resolution.

During its 24-year production history (under Cominco Limited), over 98 deposits were identified of which 52 were mined, producing nearly 64 million tonnes of ore. While in production, it was considered to be Canada's most profitable zinc-lead mine. The Company has worked to selectively convert and upgrade the more than 40 undeveloped historical deposits to conform to the disclosure requirements of NI 43-101, as well as deploy modern innovative exploration tools to identify potential targets for resource expansion.

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Osisko Metals Inc. published this content on 22 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2022 18:37:09 UTC.