OS.V - Osprey Gold Development Ltd

Corporate Description

Website: https://ospreygold.com/
March 2019 Corporate Presentation: https://ospreygold.com/site/assets/files/1528/mar_2019_osprey_corporate_presentation_v2.pdf

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Directors & Management

name title
Fleming, Adrian Wallace Chairman, and Director
Wilson, Jeffrey CEO, and Director
Quinn, Michael Cooper President, and Director
MacKinnon, Perry VP of Exploration
Lau, Jasmine CFO and Corporate Secretary
Beischer, Gregory A. Director
Lau, Jasmine CFO and Corporate Secretary
Beischer, Greg Director
Wenger, John Eric Director

Share Structure as of April 29 2019

Basic: 47,190,832
Fully Diluted: 70,447,533
*Source - MD&A for quarter ended February 28 2019

Options Outstanding

Number Exercise Price Expiry Date
1,325,000 $0.30 January 25 2022
1,640,000 $0.09 May 1 2023

*Source: MD&A for the quarter ended February 28 2019

Warrants Outstanding

Number Exercise
Price
Expiry Date
18,854,321 $0.12 February 7 2020
1,437,380 $0.12 June 30 2020

*Source: MD&A for quarter ended February 28 2019

Insider Ownership

Name Common Shares
Beischer, Gregory A. 100,000
Quinn, Michael Cooper 637,333
Wenger, John Eric 90,000

*Source: SEDI as of March 1 2019

Liquidity & Capital Resources

Source: Financial Statement quarter ended February 28 2019
Current Assets $278,045 CAD
Current Liabilities $85,516 CAD
Working Capital $192,529 CAD

Financing History/Prior Sales

Date Shares Warrants Full Warrant
Price
Full Warrant
Period
December 31, 2018 1,334,000 flow through shares at $0.075 1/2 common share purchase warrant $0.12 18 months
December 31 2018 93,380 finders warrants N/A $0.12 18 months
February 7 2018 17,922,499 common share at $0.075 1/2 common share purchase warrant $0.12 24 months
February 7 2018 931,822 finder warrants N/A $0.12 24 months
August 23 2017 1,502,000 common shares at $0.25 1/2 common share purchase warrant $0.40 18 months
August 23 2017 55,200 finder warrants N/A $0.40 18 months
March 2 2017 5,840,000 common shares* N/A N/A N/A
March 2 2017 7,200,000 common shares at $0.25 1/2 common share purchase warrant $0.40 18 months
March 2 2017 433,920 finder warrants N/A $0.40 18 months

*Note: Shares for the acquisition of Crosby Gold Ltd.

Termination & Change of Control Payments

During the year ended November 30, 2017, except as disclosed below, the Company did not have any contracts, agreements, plans or arrangements in place with any NEO that provides for payment following or in connection with any termination, resignation, retirement, a change of control of the Company or a change in an NEO's responsibilities.
Under the terms of the Quinn Executive Contract and the Wilson Executive Contract, a change of control (a “Change of Control”) is defined to have occurred upon one of the following events:

  1. at least 50% of the fair market value of the assets of the Company are sold; or
  2. there is a direct or indirect acquisition by a person or group of persons - acting jointly or in concert - of the voting
    securities of the Company (as defined in the Securities Act (British Columbia) as the same may be amended from time
    to time and any successor legislation thereto) that when taken together with any voting securities owned directly or
    indirectly by such person or group of persons at the time of the acquisition, constitute 40% or more of the outstanding
    voting securities of the Company; or
  3. at least 49.99% of the then-incumbent Board of Directors’ nominees are not elected to the Board of Directors at any
    annual or special meeting of shareholders of the Company; or
  4. a liquidation, dissolution or winding-up of the Company; or
  5. the amalgamation, merger or arrangement of the Company with or into another entity where the shareholders of the
    Company immediately prior to the transaction will hold less than 51% of the voting securities of the resulting entity
    upon completion of the transaction;
  6. however, for clarity, the Company’s QT (taking it from a CPC to a fully listed company) will not be considered a
    Change of Control, even if one or more of the above conditions is met.

Upon a Change of Control, Mr. Quinn will have the right, at his sole discretion, to terminate his employment agreement with the Company (or any successor company) at any time within six (6) months from the Change of Control by giving sixty (60) days notice to the Company. Upon doing so, Mr. Quinn will become entitled to a lump sum payment equal to twelve (12) months of base salary and other compensation equal to the average of all compensation received by Mr. Quinn in the preceding six (6) months, plus a twenty-four (24) month continuation of benefits received as part of Mr. Quinn’s employment.

Upon a Change of Control, Mr. Wilson will have the right, at his sole discretion, to terminate his employment agreement with the Company (or any successor company) at any time within six (6) months from the Change of Control by giving sixty (60) days notice to the Company. Upon doing so, Mr. Wilson will become entitled to a lump sum payment equal to twelve (12) months of base salary and other compensation equal to the average of all compensation received by Mr. Wilson in the preceding six (6) months, plus a twenty-four (24) month continuation of benefits received as part of Mr. Wilson’s employment.The following table sets out the estimated incremental payments to the NEOs in the event of termination without cause or as a result of a Change of Control as if such event occurred on the last day of fiscal [year] as per their employment agreements/contracts. 

*Source: Management Circular filed on SEDAR November 15 2018

Corporate Highlights

Caribou Gold Project

Goldenville Project

The Goldenville Gold District in Nova Scotia is considered one of the most prolific gold mining districts in eastern Canada. Typical deposits in this district have stratabound quartz veins hosting gold mineralization within folded Ordivician age metasediments. Inferred Resource Estimate of 2,800,000 tonnes at 3.20 g/t gold for 288,000 ounces of gold (2,800,000 tonnes at 4.96 g/t gold for 447,000 ounces of gold uncapped).

Date Headline
Mar 1 2018 Drill Assay Results From Mitchell Lake Zone Return 9.26 G/t Gold Over 0.5 Metres and a Broader Disseminated Intercept of 30.50 Metres Grading 0.70 G/t Gold
February 21 2018 Drill Assay Results from Goldenville Project Return 98.29 G/T Gold Over 0.7 Metres and a Broader Intercept of up to 6.90 Metres Grading 2.70 G/T Gold
November 6 2017 Initial Drill Assay Results From Goldenville Project Return 16.14 G/T Gold Over 0.60 M Within 10.0 M Of 1.11 G/T Gold
September 21 2017 Osprey Completes Expanded Drill Program at Goldenville Project, Nova Scotia
August 21 2017 Osprey Reports On Goldenville Drill Program, New Drill Targets Deliniated At Adjacent Mitchell Lake Area, Nova Scotia
July 11 2018 Osprey Commences Diamond Drill Program At Goldenville Gold Project, Nova Scotia
June 22 2017 Initial Assay Results from Previously Unassayed Historic Core Returns 7.05 M of 3.89 g/t Gold from Goldenville Project, Nova Scotia
June 6 2017 Osprey Acquires Historic Diamond Drilling and Geophysical Data Sets for Its Portfolio of Projects in Nova Scotia
May 23 2017 Osprey Mobilizes Crew to Begin Surface Exploration Program at Goldenville Gold Project, Nova Scotia
May 5 2017 Osprey Submits First Batch of Core for Analysis After Completing Geologic Logging of 24 Previously Drilled Holes From Goldenville Gold Project, Nova Scotia
April 28 2017 Osprey Files NI 43-101 Updated Mineral Resource Technical Report for the Goldenville Gold Project, Nova Scotia, Canada
Mar 27 2017 Osprey Announces Acquisition of Unassayed 2014 Diamond Drill Core From Goldenville Gold Project, Nova Scotia, and Commences Logging and Sampling
March 16 2017 Osprey Announces Resource Estimate Update and Reports 60% Increase in Inferred Resources at Goldenville Project, Nova Scotia

See more here: https://ospreygold.com/projects/goldenville/

Miller Lake Project

The Miller Lake Gold District consists of two main historic mining sites located in western Guysborough County, Nova Scotia, approximately 10km north of the village of Ecum Secum. This small fishing village on Highway #7 lies about halfway between the towns of Sheet Harbour and Sherbrooke. Miller Lake is approximately 14 kilometers from Goldenville with historic production, and limited recent exploration.
 

Date Headline
May 1 2018 Osprey Stakes Additional Claims at Gold Lake and Miller Lake Properties, Nova Scotia, Canada
June 6 2017 Osprey Acquires Historic Diamond Drilling and Geophysical Data Sets for Its Portfolio of Projects in Nova Scotia

See more here: https://ospreygold.com/projects/miller-lake/


Gold Lake Project

Located approximately 70 km northeast of Halifax, Nova Scotia, Gold Lake was discovered in 1867 with minor production occurring in the late 1800’s. Past exploration on the Gold Lake property includes 52 drill holes totalling 8,167 meters of core, IP, VLF and magnetometer surveys, soil surveys, and significant trenching results.

Date Headline
May 1 2018 Osprey Stakes Additional Claims at Gold Lake and Miller Lake Properties, Nova Scotia, Canada
June 6 2017 Osprey Acquires Historic Diamond Drilling and Geophysical Data Sets for Its Portfolio of Projects in Nova Scotia

See more here: https://ospreygold.com/projects/gold-lake/

Lower Seal Harbour

The Lower Seal Harbour project is in Guysborough County, Nova Scotia. The property is approximately 35 kilometers from Goldenville. Gold is found both in the veins and the host rocks.

Date Headline
October 18 2017 Osprey Completes Surface Exploration Program At Lower Seal Harbour Project, Nova Scotia
June 6 2017 Osprey Acquires Historic Diamond Drilling and Geophysical Data Sets for Its Portfolio of Projects in Nova Scotia

See more here: https://ospreygold.com/projects/lower-seal-habour/