Osisko Development Closes US$203 Million Private Placement Financing
MONTREAL, Aug. 15, 2025 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE:ODV, TSXV:ODV) ("Osisko Development" or the "Company") is pleased to announce the successful closing of its previously announced private placement of 99,065,330 units of the Company (each, a "Unit") at a price of US$2.05 per Unit (the "Issue Price") for aggregate gross proceeds of approximately US$203 million (the "Offering").
The Offering is comprised of (i) a "bought deal" brokered private placement of 58,560,000 Units at the Issue Price for aggregate gross proceeds of approximately US$120 million (the "Brokered Offering"), and (ii) a non-brokered private placement of 40,505,330 Units at the Issue Price for aggregate gross proceeds of approximately US$83 million (the "Non-Brokered Offering"). The Non-Brokered Offering includes an approximate US$75 million subscription by Double Zero Capital LP ("Double Zero"), a Delaware investment firm, representing approximately 15.4% of the issued and outstanding common shares of the Company immediately following the closing of the Offering, on a non-diluted basis (refer to "Early Warning Disclosure of Double Zero" below).
Each Unit consists of one common share of the Company (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each whole Warrant shall entitle the holder thereof to purchase one Common Share (each, a "Warrant Share"), at a price of US$2.56 per Warrant Share on or prior to August 15, 2027 (being, 24 months from the date of issuance), subject to acceleration. At any time following the 15-month anniversary of the closing date, if the closing price of the Common Shares on either the TSX Venture Exchange (the "TSXV") or the New York Stock Exchange exceeds the exercise price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the Warrants to a date that is 30 days after the date of such notice.
The Company intends to use the net proceeds of the Offering to fund the broadly distributed equity portion of the capital required to construct the Cariboo Gold Project and for general corporate purposes. The Company believes that the net proceeds of the Offering, together with the net proceeds of the US$450 million project loan credit facility with Appian Capital Advisory Limited announced on July 21, 2025, plus indications of interest from commodity traders seeking high-quality concentrate off-take, and other potential financing arrangements, will provide sufficient funding to construct the Cariboo Gold Project.
In connection with the Offering, the underwriters for the Brokered Offering were paid a cash commission equal to 4.5% of the aggregate gross proceeds of the Brokered Offering. In addition, in connection with the subscription by Double Zero, the Company paid Double Zero an investment fee equal to 4.0% of the gross proceeds from the subscription, which investment fee was settled in Common Shares.
All securities issued under the Offering (including the Common Shares issued to Double Zero in satisfaction of the investment fee payable to Double Zero) will be subject to a Canadian hold period expiring four months and one day from the date of issue pursuant to applicable Canadian securities laws. The Offering and investment fee remain subject to final acceptance of the TSXV.
Insider Participation
Certain insiders of the Company have subscribed for 628,000 Units under the Offering for aggregate gross proceeds of US$1,287,400. 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 the expected closing date of the Offering 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 ...
