Mr. John Burzynski reports

OSISKO CRITICAL MINERALS CORPORATION ANNOUNCES C$100 MILLION PRIVATE PLACEMENT OF SPECIAL WARRANTS

Osisko Critical Minerals Corp., a newly incorporated entity and a wholly owned subsidiary of Osisko Metals Inc., has arranged a best efforts private placement of special warrants of the corporation at a price of 25 cents per special warrant for gross proceeds of $100-million. The private placement will be led by Canaccord Genuity Corp., acting as lead agent and sole bookrunner, on behalf of a syndicate of agents.

Incoming chief executive officer John Burzynski commented: "We have had a tremendous reception for OCMC in the capital markets, and the strong investor interest in our new critical minerals company reflects confidence in our exploration portfolio and the significant opportunity we see in New Brunswick. We look forward to completing this offering to capitalize this new venture and to advancing our aggressive exploration program on these highly prospective copper assets."

Private placement terms

Upon satisfaction of the release conditions described below, each special warrant shall automatically convert, without payment of additional consideration, into one unit of the corporation, with each unit consisting of one common share of the corporation and one-half of one common share purchase warrant of the corporation. Each warrant will entitle the holder to acquire one common share at an exercise price of 35 cents per share for a period of 24 months following the closing date of the private placement.

The release conditions shall mean: (i) the receipt for a final prospectus qualifying the distribution of the common shares and warrants underlying the special warrants being issued by the securities regulatory authorities in the provinces of Canada in which the special warrants are sold; and (ii) the TSX Venture Exchange granting conditional approval to list the common shares and warrants, on or before the date that is 180 days following the closing date.

The corporation intends to use the net proceeds of the private placement to finance: (i) exploration and development costs of the properties located in New Brunswick, Canada; and (ii) general working capital and corporate expenses.

The private placement is expected to close on or about Nov. 17, 2026, or such other date as may be mutually agreed upon between Canaccord Genuity and the corporation.

The corporation shall use its best efforts to satisfy the release conditions as soon as practicable following the closing date.

New Brunswick properties

The properties comprise an aggregate of 2,972 mineral claim units (approximately 645 square kilometres) staked by the Osisko Metals and claims than it has an option to acquire pursuant to three separate option agreements (entered into on Jan. 9, 2026, April 20, 2026, and Sept. 9, 2026, respectively). In connection with the transaction, the option agreements will be assigned to the corporation in exchange for common shares of corporation. The properties include several large-scale mineral exploration targets prospective for copper, silver and gold, underlain by highly prospective geology similar in context to the nearby Gaspe copper project, and are more particularly described in the news release of Osisko Metals dated Sept. 15, 2026, and titled "Osisko Metals to Create New Critical Minerals Company."

Additional information

Bennett Jones LLP is acting as the legal adviser to the corporation in connection with the go-public transaction. Cassels Brock & Blackwell LLP is acting as the legal adviser to the agents in connection with the private placement.

Additional information

There is no certainty that the private placement will be completed on the terms proposed or at all. Completion of the private placement is subject to a number of conditions, including: completion of legal and tax structuring; completion of financial analysis; negotiation and execution of definitive documentation; and required regulatory approvals. There can be no assurance that any securities of the corporation will be listed on any stock exchange.

Scientific and technical disclosure

Qualified person

The scientific and technical information within this news release was reviewed and approved by Jared Hansen, PGeo, a qualified person within the meaning of National Instrument 43-101, Standards of Disclosure for Mineral Projects, who is not independent of Osisko Metals for purposes of Section 1.5 of NI 43-101.

About Osisko Critical Minerals Corp.

Osisko Critical Minerals is a newly incorporated Canadian mineral exploration company focused on the discovery and development of copper and critical minerals deposits. The corporation's principal assets are the properties, comprising approximately 645 square kilometres of mineral claims in northern New Brunswick, Canada. The properties include the NB copper project, which hosts large-scale exploration targets for bulk-tonnage copper deposits in a geological setting analogous to the nearby Gaspe copper project. Osisko Critical Minerals is led by Mr. Burzynski as chief executive officer and is a wholly owned subsidiary of Osisko Metals pending completion of the private placement.

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