Osisko Development Corp. (NYSE: ODV) (TSX-V: ODV) is pleased to announce the successful closing of its previously announced private placement of 31,946,366 units of the Company at a price of US$1.80 per Unit, including the exercise in full of the Agents’ option, for aggregate gross proceeds of approximately US$57.5 million. The Offering included a lead order from Condire Investors, LLC, an investment firm based in Dallas, Texas, resulting in an approximate 8.8% holding in the Company’s issued and outstanding common shares immediately following the closing of the Offering (on a non-diluted basis). Concurrently with the Offering, the Company and Condire have agreed to find a mutually agreeable addition to the Company’s Board of Directors or, alternatively, a Board observer.

Sean Roosen, Chair and CEO of Osisko Development, commented: “The closing of this significantly oversubscribed offering – alongside the recently closed successful US$34.5 million non-brokered offering – places the Company in an excellent position to execute on key project de-risking milestones and pre-construction activities for the Cariboo Gold Project, including completion of an updated optimized feasibility study expected in Q2 2025. We are very excited to welcome Condire as a prominent shareholder. The strong support received in this offering from Condire and a number of other large long-term focused institutional investors is a testament to the quality and value of the Cariboo project along with a positive endorsement of our team. With an improved balance sheet and capital structure, the Company is primed for success ahead of a pivotal year.”

Each Unit consists of one common share of the Company and one Common Share purchase warrant. Each Warrant shall entitle the holder thereof to purchase one Common Share, at a price of US$3.00 per Warrant Share on or prior to October 1, 2029. The Warrants acquired by Condire under the Offering are subject to a blocker provision, which limits Condire’s exercise of any Warrants that, upon giving effect to such exercise, would cause the Common Shares owned by Condire to be equal to or exceed 10% of the issued and outstanding Common Shares.

The Offering was conducted on a “best efforts” agency basis by National Bank Financial Inc., as lead left agent, and Cantor Fitzgerald Canada Corporation and Eight Capital, as lead agents. In connection with the Offering, the Agents were paid a cash commission equal to 4.5% of the aggregate gross proceeds of the Offering.

The Company intends to use the net proceeds of the Offering towards the advancement of its Cariboo and Tintic projects, to partially repay its existing credit facility and for general corporate purposes. All securities issued under the Offering will be 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.

The securities have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with an exemption from such registration requirements. This news release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction.

ABOUT OSISKO DEVELOPMENT CORP.

Osisko Development Corp. is a North American gold development company focused on past-producing mining camps located in mining friendly jurisdictions with district scale potential. The Company’s objective is to become an intermediate gold producer by advancing its 100%-owned Cariboo Gold Project, located in central B.C., Canada, the Tintic Project in the historic East Tintic mining district in Utah, U.S.A., and the San Antonio Gold Project in Sonora, Mexico. In addition to considerable brownfield exploration potential of these properties, that benefit from significant historical mining data, existing infrastructure and access to skilled labour, the Company’s project pipeline is complemented by other prospective exploration properties. The Company’s strategy is to develop attractive, long-life, socially and environmentally sustainable mining assets, while minimizing exposure to development risk and growing mineral resources.