Osisko Development Closes Second Tranche of Non-Brokered Private Placement FOR Additional Proceeds of US$32.8 Million of Subscription Receipts
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
OSISKO DEVELOPMENT CLOSES SECOND TRANCHE OF NON-BROKERED PRIVATE
PLACEMENT FOR ADDITIONAL PROCEEDS OF US$32.8 MILLION OF SUBSCRIPTION RECEIPTS
Montréal, March 29, 2022 – Osisko Development Corp. (" Osisko Development" or the " Company")
(TSXV: ODV) is pleased to announce the successful closing of t he second tranche of the Company's
previously-announced non-brokered private placement, pursuant to which an additional 9,365,689
subscription receipts of the Company (the " Subscription Receipts") were issued at a price of US$3.50
per Subscription Receipt, for additional gross proceeds of approximately US$32.8 million.
The total size of the non-brokered private place ment offering is approximately US$117.6 million,
comprising:
Tranche 1: US$84.8 million; closed on March 4, 2022
Tranche 2: US$32.8 million; closed on March 29, 2022
Each Subscription Receipt entitles the holder thereof to receive one unit of the Company (each, a "Unit"),
upon the satisfaction of the Escrow Release Condi tion (as defined below), and without payment of
additional consideration. Each Unit is compris ed of one common share of the Company (each, a
"Common Share") and one common share purchase warrant (each, a " Warrant"), with each Warrant
entitling the holder thereof to purchase one additional Common Share at a price of US$6.00 per Common
Share for a period of five years following the date of issue.
The gross proceeds from the sale of the Subscription Receipts will be held by TSX Trust Company, as
subscription receipt agent, and released to the Company upon, among other things, the listing of the
Common Shares on the New Yo rk Stock Exchange (the " Escrow Release Condition "), which is
contingent upon the Company meeti ng the listing requirements of the New York Stock Exchange
("NYSE") and may involve, among other things, a consolidation of t he Common Shares. If the Escrow
Release Condition is satisfied on or before June 15, 2022 (the " Escrow Release Deadline "), the
escrowed funds will be released to t he Company. If the Escrow Release Co ndition is not satisfied on or
prior to the Escrow Release Deadline or the Company publicly announces that (a ) it does not intend to
satisfy the Escrow Release Condition, or (b) the Escrow Release Condition is incapable of being satisfied
by the Escrow Release Deadline, the escrowed proceeds, together with interest earned thereon, will be
returned on a pro rata basis to the holders of the Subscripti on Receipts, and the Subscription Receipts
will be cancelled and have no further force and effect.
The Company intends to use the net proceeds of t he offering to advance the development of the
Company's mineral assets and for general corporate purposes. All securities issued under the offering
are subject to a hold period expiring four months and one day from the date of issue pursuant to applicable
Canadian securities laws. The offering remains subject to final acceptance of the TSX Venture Exchange.
Certain insiders of the Company have subscri bed for an aggregate 92,200 Subscription Receipts under
the offering for gross proceeds of US$322,700. Each subscription by an "insider" is considered to be a
"related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change
report more than 21 days before t he expected closing date of the Offeri ng as the details of the Offering
and the participation therein by each "related party" of the Company were not settled until shortly prior to
the closing of the Offering and the Company wished to close the Offering on an expedited basis for sound
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business reasons. The Company is exem pt from the formal valuation re quirement in section 5.4 of MI
61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it
involves interested parties, is not more than 25% of the Company's market c apitalization. Additionally,
the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101
in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it
involves interested parties, is not more than 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any
securities in the United States or any other jurisdic tion. No securities may be offered or sold in
the United States or in any other jurisdiction in which such offer or sale would be unlawful absent
registration under the U.S. Securities Act of 1 933, as amended, or an exemption therefrom or
qualification under the securities laws of such other jurisdiction or an exemption therefrom.
About Osisko Development Corp.
Osisko Development Corp. is uni quely positioned as a premier gold development company in North
America to advance the Cariboo Gold Project and other Canadian and Mexican properties, with the
objective of becoming the next mid-tier gold producer. The Cariboo Gold Project, located in central British
Columbia, Canada, is Osisko Development's flagshi p asset with measured and indicated resource of
21.44 million tonnes at 4.6 g/t Au for a total of 3.2 million ounces of gold and inferred resource of 21.69
million tonnes at 3.9 g/t Au for a total of 2.7 million ounces of gold. The considerable exploration potential
at depth and along strike distinguishes the Cariboo Gold Project relative to other development assets as
does the historically low, all-in discovery cost s of US$19 per ounce. The Cariboo Gold Project is
advancing through permitting as a 4, 750 tonnes per day und erground operation with a feasibility study
on track for completion in the first half of 2022. Osisko Development's project pipeline is complemented
by potential near-term production targeted from the San Antonio Gold Project, located in Sonora, Mexico.
For further information about Osisko Development Corp., please contact:
Sean Roosen, CEO
Telephone: (514) 940-0685
Email: [email protected]
Jean Francois Lemonde, VP Investor Relations
Telephone: (514) 299-4926
Email: [email protected]
Follow us on our Social Media Platforms:
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Twitter:
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Cautionary Note Regarding Forward-looking Information
Certain statements contained in this news release may be deemed "forward looking statements" within
the meaning of applicable Canadian securities laws. These forward looking statements, by their nature,
require Osisko Development to make certain assumptions and necessarily involve known and unknown
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risks and uncertainties that could cause actual results to differ materially from those expressed or implied
in these forward looking statements. Forward looking statements are not guarantees of performance.
Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate",
"continue", or the negative or compar able terminology, as well as terms usually used in the future and
the conditional, are intended to identify forward look ing statements. Information contained in forward
looking statements, including with respect to the use of proceeds of the offering, the timing and ability of
Osisko Development to satisfy t he customary listing conditions of, and receive final acceptance of the
offering from, the TSX Venture Exchange (if at all) , the timing and ability of Osisko Development to
complete the listing of the Common Shares on the NYSE and satisfy the Escrow Release Condition (if at
all), the timing and ability of Osisko Development to obtain all necessary approvals in respect of the listing
of the Common Shares on the NYSE and the future production of mines, is based upon certain material
assumptions that were applied in drawing a conclusion or making a fo recast or projection, including
management's perceptions of hist orical trends, current conditions and expected future developments,
public disclosure from operators of the relevant mines, as well as other considerations that are believed
to be appropriate in the circumstances. Osisko Development considers its assumptions to be reasonable
based on information currently available, but cautions the reader that their assumptions regarding future
events, many of which are beyond the control of Osisko Deve lopment, may ultimately prove to be
incorrect since they are subject to risks and uncert ainties that affect Osisko Development, and its
business. For additional information with respect to these and other factors and assumptions underlying
the forward-looking statements made in this news release concerning Osisko Development, see the filing
statement dated November 20, 20 20, both of which are availabl e electronically under Osisko
Development's issuer profile on SEDAR (www.sedar.c om). The forward looking statements set forth
herein concerning Osisko Developmen t reflect management's expectations as at t he date of this news
release and are subject to change a fter such date. Osisko Developm ent disclaims any intention or
obligation to update or revise any forward-looking stat ements, whether as a resu lt of new information,
future events or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulati on Services Provider (as that term is defined
in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy
of this news release. No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained herein.