Mr. Sean Roosen reports

OSISKO DEVELOPMENT ANNOUNCES PROPOSED OFFERING OF US$275.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE SENIOR NOTES

Osisko Development Corp. intends to offer convertible senior notes due 2031 in an aggregate principal amount of $225.0-million (U.S.) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under U.S. Securities Act of 1933, as amended.

The company intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period, beginning on, and including, the date on which the notes are first issued, up to an additional $25.0-million (U.S.) aggregate principal amount of notes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or final terms of the offering.

Double Zero Capital LP, an affiliate of the company, has indicated an interest in purchasing up to $50.0-million (U.S.) aggregate principal amount of notes in a separate concurrent private placement under Section 4(a)(2) of the securities act. The affiliate notes are expected to be sold at the same price, and constitute part of the same series, as the notes. The affiliate investor is under no obligation to purchase any of the affiliate notes offered, and its interest in purchasing such affiliate notes is not a commitment to do so.

Transaction highlights:

• $275.0-million (U.S.) offering of convertible senior notes due 2031 (including any affiliate notes);
• If converted, holders of the notes would receive cash, common shares (as defined herein), or a combination of cash and common shares at the company's election.
• Cash-settled capped call transactions to be purchased in conjunction with the notes to offset potential economic dilution by effectively increasing the conversion premium;
• Net proceeds intended for the development of the Cariboo gold project and general corporate purposes, in addition to the cost of the capped call transactions.

Convertible senior notes

The notes will be general senior unsecured obligations of the company and will accrue interest payable semi-annually in arrears. The notes will be convertible at the option of holders under certain conditions into cash, common shares, no par value, of the company, or a combination of cash and common shares, at the company's election. The interest rate, initial conversion rate and other terms of the notes shall be determined at the time of pricing of the offering.

Use of proceeds

The company expects to use the net proceeds from the offering and the sale of the affiliate notes: (i) to pay the cost of the capped call transactions (as described herein) with certain financial institutions; (ii) for development of the Cariboo gold project; and (iii) for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, the company expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties and the remaining net proceeds for the purposes described above.

Capped call transactions

In connection with the pricing of the notes, the company expects to enter into privately negotiated cash-settled capped call transactions with the option counterparties. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of common shares initially underlying the notes (including any affiliate notes). The capped call transactions are expected generally to compensate (through the payment of cash to the company) for the potential economic dilution upon any conversion of notes and/or offset any cash payments the company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, the company expects that the option counterparties or their respective affiliates will enter into various derivative transactions with respect to the common shares and/or purchase common shares concurrently with or shortly after the pricing of the notes, including with, or from, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of the common shares or the trading price of the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common shares and/or purchasing or selling common shares or other securities of the company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during the 60-trading-day period beginning on the 61st scheduled trading day prior to the maturity date of the notes and, to the extent the company exercises the relevant election under the capped call transactions, following any earlier conversion, redemption or repurchase of the notes). This activity could also cause or avoid an increase or a decrease in the market price of the common shares or the notes, which could affect a holder's ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of common shares, if any, and the value of the consideration that a holder will receive upon conversion of its notes.

The notes (including any affiliate notes) and the common shares issuable upon conversion of the notes, if any, have not been registered under the securities act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the securities act and other applicable securities laws. Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws. The notes issued and the common shares issuable upon the conversion of notes (including any affiliate notes), if any, to purchasers in Canada will be subject to a statutory hold period in accordance with applicable Canadian provincial and territorial securities laws. The offering is subject to final acceptance of the TSX Venture Exchange.

About Osisko Development Corp.

Osisko Development is a continental North American gold development company focused on past-producing mining camps. The company's objective is to become an intermediate gold producer through the development of its flagship, fully permitted, 100-per-cent-owned Cariboo gold project, located in central British Columbia, Canada. Its project pipeline includes the Tintic project located in the historic East Tintic mining district in Utah, United States, a brownfield property. 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.

We seek Safe Harbor.