Osisko Development Completes US$143.8 Million "Bought Deal" Public Offering of Common Shares Including Full Exercise of over-Allotment Option
ODV NYSE TSXV News Release
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OSISKO DEVELOPMENT COMPLETES US$143.8 MILLION "BOUGHT DEAL" PUBLIC
OFFERING OF COMMON SHARES INCLUDING FULL EXERCISE OF OVER-ALLOTMENT
OPTION
Montreal, Québec , February 3, 2026 – Osisko Development Corp. (NYSE: ODV, TSXV: ODV)
("Osisko Development" or the "Company") is pleased to announce that it has completed its previously
announced prospectus offering (the " Offering") of common shares of the Company (the " Common
Shares"). The Offering was completed on a "bought deal" basis, pursuant to an underwriting agreement
dated January 27, 2026, among the Company and a syndicate of underwriters comprising National Bank
Capital Markets, RBC Capital Markets and Cantor, as co-lead underwriters and co-bookrunners, and BMO
Capital Markets (collectively, the " Underwriters"). Pursuant to the Offering, the Company issued an
aggregate of 40,607,650 Common Shares at a price of US$3.54 per Common Share for aggregate gross
proceeds of US$143,751,081, including the exercise in full by the Underwriters of their over -allotment
option.
"We see 2026 as a key inflection point for Osisko Development and our flagship, fully permitted Cariboo
Gold Project. Proceeds from this offering unlock our ability to accelerate infill conversion drilling aimed
at upgrading existing mineral resources to miner al reserves, potentially setting the stage for a more
meaningful annual gold production profile, subject to evaluation of throughput expansion scenarios.
Importantly, this work can advance in parallel with, and independent of, our ongoing pre -construction
activities and onwards as we progress towards a final investment decision on the base case outlined in
the 2025 feasibility study. This is a unique opportunity to potentially enhance project value by converting
additional reserve ounces into the mine p lan located near or within planned infrastructure, potentially
delivering near-term benefits for shareholders," stated Sean Roosen, Chairman and CEO.
The Company intends to use the net proceeds of the Offering to fund infill conversion drilling and at
depth exploration at the Cariboo Gold Project and for general working capital purposes , as further
described in the Canadian Prospectus Supplement and the U.S. Prospectus Supplement (each as defined
below).
In connection with the Offering, the Underwriters were paid a cash commission equal to 4.5% of the
aggregate gross proceeds of the Offering.
The Offering was completed in Canada by way of a prospectus supplement dated January 27, 2026 (the
"Canadian Prospectus Supplement") to the short form base shelf prospectus of the Company dated
December 23, 2025 (the "Base Shelf Prospectus"), in each of the provinces and territories of Canada,
and was completed in the United States by way of a prospectus supplement (the " U.S. Prospectus
Supplement") to the base shelf prospectus contained in the Company's effective registration statement
on Form F -10 ( File No. 333 -292328) (the " Registration Statement "), which U.S. Prospectus
Supplement was filed by the Company with the U.S. Securities and Exchange Commission (the "SEC").
Copies of the Base Shelf Prospectus, the Canadian Prospectus Supplement and the documents
incorporated by reference therein are accessible under the Company's profile on SEDAR+ at
www.sedarplus.ca. Copies of the Registration Statement (including the Base Shelf Prospectus and the
U.S. Prospectus Supplement) are accessible on the Company's profile on EDGAR on the SEC website at
www.sec.gov.
Insider Participation
Double Zero Capital LP ("Double Zero"), which is an "insider" of the Company, purchased an aggregate
of 8,080,000 Common Shares at a price of US$3.54 for gross proceeds of US$28,603,200 (the "Double
Zero Purchase") pursuant to the exercise of its pre-emptive rights in respect of the Offering under the
investor rights agreement dated August 15, 2025 between Double Zero and the Company. The Double
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Zero Purchase 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 the expected closing date
of the Offering as the details of the Offering and the Double Zero Purchase was 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 business reasons. The Company is relying on exemptions from the formal valuation and
minority shareholder approval requirements available under MI 61 -101. The Company is exempt from
the formal valuation requirement 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 capitalization. Additionally, the Company is exempt from 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.
The Offering is subject to the final approval of the TSX Venture Exchange.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of that jurisdiction.
ABOUT OSISKO DEVELOPMENT CORP.
Osisko Development Corp. is a continental North American gold development company focused on past
producing mining camps with district scale potential. The Company's objective is to become an
intermediate gold producer through the development of its flagship , fully permitted, 100%-owned
Cariboo Gold Project, located in central British Columbia, Canada. Its project pipeline is complemented
by the Tintic Project located in the historic East Tintic mining district in Utah, U.S.A ., a brownfield
property with signific ant exploration potential, extensive historical mining data, and access to
established infrastructure. Osisko Development is focused on developing long -life mining assets in
mining-friendly jurisdictions while maintaining a disciplined approach to capital allocation, development
risk management, and mineral inventory growth.
For further information, contact:
Sean Roosen Philip Rabenok
Chairman and CEO Vice President, Investor Relations
Email: [email protected] Email: [email protected]
Tel: +1 (514) 940-0685 Tel: +1 (437) 423-3644
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-
looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended) (collective ly,
"forward-looking statements "). Such forward -looking statements are identified with words such as "anticipate", "believe",
"expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting f uture
outcomes or potential outcomes. Such forward-looking statements in this news release may include, without limitation, statements
pertaining to: the use of the net proceeds of the Offering; the ability to obtain the necessary regulatory authority approvals, including
the final acceptance of the TSX Venture Exchange; the timing and ability to advance infill conversion drilling; the timing and ability
to reach a final investment decision in respect of the Cariboo Gold Project; the timing and ability of expected work program and
milestones (including advancing infill conversion drilling); the impact of additional work program and drilling (including on
throughput, project value or impact on shareholders). Such forward-looking statements are based on a number of risks, uncertainties
and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may
prove to be incorrect. Actual results could differ materially due to a number of factors, including, without limitation, sati sfying the
requirements of the TSX Venture Exchange (if at all), risks related to exploration, development and operation of the Cariboo Go ld
Project, general economic and market conditions and business conditions in the mining industry, fluctuations in commodity and
currency exchange rates, changes in regulatory framework and applicable laws, as well as those risks and factors disclosed in t he
Company's most recent annual information form, financial statements and management's discussion and analysis as well as other
public filings on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). Although the Company believes that the expectations
reflected in the forward-looking statements are reasonable, prospective investors in the Company's securities should not place undue
reliance on forward -looking statements because the Company can provi de no assurance that such expectations will prove to be
correct. Forward-looking statements contained in this news release are as of the date of this news release and the Company assumes
no obligation to update or revise these forward-looking statements 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 news release. No stock exchange,
securities commission or other regulatory authority has approved or disapproved the information contained herein.