Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 43-101 Standards of Disclosure for Mineral Projects -- National Instrument 44-101 Short Form Prospectus Distributions -- An issuer wants to disclose material technical and scientific information in a preliminary short form prospectus without the required technical report at the time of filing of the preliminary short form prospectus -- The required technical report will be filed prior to the filing of the final short form prospectus -- The filer has no reason to believe that the information in the technical report will be materially different from the information in the preliminary short form prospectus -- The filer will disclose the terms of this decision in the preliminary short form prospectus.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

National Instrument 43-101 Standards of Disclosure for Mineral Projects, s. 4.2(1)(b).

National Instrument 44-101 Short Form Prospectus Distributions, s. 4.1(a)(v).

TRANSLATION

February 6, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PASSPORT SYSTEM

AND

IN THE MATTER OF

OSISKO MINING CORPORATION

 

DECISION

WHEREAS the Autorité des marchés financiers (the "AMF") as principal regulator pursuant to National Instrument 11-102 Passport System (Regulation 11-102 respecting Passport System in Québec) ("11-102") and the Ontario Securities Commission (the "Decision Maker" and collectively the "Decision Makers") have received an application (the "Application") from Osisko Mining Corporation ("Osisko") for a decision under Section 8.1 of National Instrument 44-101 Short Form Prospectus (Regulation 44-101 respecting Short Form Prospectus in Québec) ("44-101") for an exemption from paragraph 4.1 a) v) of 44-101 and under Section 9.1 of National Instrument 43-101 Standards of Disclosure for Mineral Projects (Regulation 43-101 respecting Standards of Disclosure for Mineral Projects in Québec) ("43-101") for an exemption from paragraph 4.2 1) (b) of 43-101, in connection with a short form prospectus to be filed by Osisko (the "Offering");

AND WHEREAS Osisko represented to the Decision Makers that:

1. Osisko was incorporated pursuant to the Canada Business Corporations Act on February 18, 1982 under the name "Ormico Exploration Ltée". Osisko amended its articles on May 15, 2008, to change its corporate name to "Osisko Mining Corporation".

2. Osisko's head office is located at 1100 De la Gauchetière Street West, Suite 300, Montréal, Québec, H3B 2S2.

3. Osisko is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec.

4. The AMF is the principal regulator for Osisko under 11-102.

5. Osisko's common shares are trading on the Toronto Stock Exchange.

6. To Osisko's knowledge, it is not in default of the securities legislation of the reporting jurisdictions.

7. Osisko is engaged in the business of acquiring, exploring and developing mineral properties, primarily those containing gold and associated precious metals. Osisko's operations, development projects and exploration activities are mostly concentrated in its 100%-owned Canadian Malartic project in the Abitibi Gold Belt, immediately south of the town of Malartic and approximately 25 kilometers west of the City of Val-d'Or, Québec.

8. On November 25, 2008, Osisko announced the results of a feasibility study (the "Feasibility Study") for the Canadian Malartic Deposit. A technical report which incorporates the Feasibility Study was filed on SEDAR on December 12, 2008.

9. The Feasibility Study confirmed 6,283,000 ounces of proven and probable gold reserves on the Canadian Malartic Deposit and estimated at US$789,000,000, the capital expenditures ("CAPEX") required to bring the project into production.

10. On February 4, 2009, Osisko entered into an enforceable agreement with a syndicate of underwriters, pursuant to which they agreed to purchase its securities, the whole pursuant to Part 7 of 44-101.

11. Osisko intends to file a preliminary short form prospectus (the "Preliminary Prospectus") and afterwards a final short form prospectus (the "Final Prospectus") with the Decision Makers and with the securities commissions of other Canadian provinces, to qualify such securities for distribution.

12. Osisko expects to raise more than $300,000,000 through the Offering.

13. Osisko intends to use the proceeds of the Offering to finance a portion of the CAPEX and for general corporate purposes.

14. On January 26, 2009, Osisko issued a press release announcing an estimate of 2,000,000 ounces of gold as an inferred mineral resources for the South Barnat Deposit located contiguous to the Canadian Malartic Deposit (the "Press Release").

15. The technical information about the South Barnat Deposit was fully disclosed in the Press Release.

16. Osisko does not intend to spend any of the funds to be raised through the Offering on the South Barnat Deposit.

17. Osisko intends to do a $3,000,000 work program, consisting of drilling, on the South Barnat Deposit, to upgrade the inferred mineral resources to indicated and measured resources with current available funds .

18. Osisko did not file a technical report on its South Barnat Deposit (the "Technical Report") in connection with the Press Release, having 45 days to do so, pursuant to paragraph 4.2 5) (a) of 43-101.

19. The independent qualified person author of the Technical Report will not be in a position to complete the Technical Report prior to the date when Osisko intends to file the Preliminary Prospectus.

20. The technical information disclosed in the Press Release was reviewed by the independent qualified person to be responsible for the Technical Report.

21. Osisko's has no reason to believe that the information in the Technical Report will be materially different from the information in the Preliminary Prospectus.

22. A draft of the Technical Report will be submitted to the AMF as soon as available, but before the filing of the Final Prospectus.

23. The Technical Report will be filed on SEDAR on or prior to the filing of the Final Prospectus.

24. Osisko will include in the Preliminary Prospectus the following cautionary language: "The technical disclosure in this Preliminary Prospectus relating to the South Barnat Deposit has not been supported by a technical report prepared in accordance with 43-101. The Technical Report is being prepared by a qualified person as defined under 43-101 and it will be available on SEDAR (www.sedar.com) on or before the filing of the Final Prospectus. Readers are advised to refer to that technical report when it is filed." (the "Cautionary Disclosure").

25. Osisko will disclose the terms of this decision in the Preliminary Prospectus.

AND WHEREAS each of the Decision Makers is satisfied that the provisions contained in 11-102, 44-101 and 43-101 provide the Decisions Makers with the jurisdiction to grant this exemption.

THE DECISION MAKERS exempt Osisko from the requirements of paragraph 4.1 a) v) of 44-101 and of paragraph 4.2 1) (b) of 43-101 to file the Technical Report with its Preliminary Prospectus, such relief being conditional upon: (i) the disclosure of the terms of this decision in the Preliminary Prospectus; (ii) the inclusion of the Cautionary Disclosure in the Preliminary Prospectus; and (iii) the filing of the Technical Report with the Final Prospectus.

"Josée Deslauriers"
Directrice du financement des sociétés
Autorité des marchés financiers