6-K
Osisko Development Corp. (ODV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41369
Osisko Development Corp.
(Translation of registrant’s name into English)
1100 Avenue des Canadiens-de-Montréal,Suite 300
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
EXHIBIT INDEX
| Exhibit | |
|---|---|
| 99.1 | Material Change Report, dated November 10, 2025 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Osisko Development Corp. | |
|---|---|
| (Registrant) | |
| Date: December 17, 2025 | /s/ Laurence Farmer |
| Laurence Farmer | |
| General Counsel and Vice President Strategic Development |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of the Company | |
|---|---|---|
| Osisko Development Corp. (the "Company") <br>1100 Avenue des Canadiens-des-Montréal, Suite 300<br> Montréal, Québec H3B 2S2 | ||
| Item 2 | Date of Material Change | |
| October 29, 2025 | ||
| Item 3 | News Release | |
| A news release with respect to the material change referred to in this report was issued by the Company through GlobeNewswire on October 29, 2025 and filed on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile on October 29, 2025. | ||
| Item 4 | Summary of Material Change | |
| On October 29, 2025, the Company completed a private placement offering of 15,409,798 common shares of the Company ("Common Shares") for aggregate gross proceeds of approximately C82.5 million (the "Offering"). | ||
| **** Item 5 | Full Description of Material Change | |
| On October 29, 2025, the Company completed a private placement offering of 15,409,798 Common Shares for aggregate gross proceeds of C82,474,334.44.<br> <br> The Offering was comprised of the following issuances, on a private placement basis: | ||
| LIFE Offering: the issuance and sale of 8,616,000 Common Shares for aggregate gross proceeds of C$49,999,980, made pursuant to<br>the “listed issuer financing exemption” available under Part 5A of National Instrument 45-106 – Prospectus Exemptions("NI 45-106"), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of theListed Issuer Financing Exemption (the "LIFE Exemption") in each of the provinces and territories of Canada, in<br>three tranches as follows: (i) 2,990,000 Common Shares (the "National FT Shares") that will qualify as “flow-through<br>shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) at a price of C$6.69 per National FT Share for gross<br>proceeds to the Company of C$20,003,100, (ii) 1,444,000 Common Shares to certain eligible British Columbia resident subscribers (the<br> "BC FT Shares", and together with the National FT Shares, the "FT Shares") that will qualify as “flow-<br>through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) at a price of C$6.93 per BC FT Share for<br>gross proceeds to the Company of C$10,006,920, and (iii) 4,182,000 Common Shares at a price of C$4.78 per Common Share (the "HDShares") (which for greater certainty will not qualify as "flow-through shares") for gross proceeds to the Company<br>of C$19,989,960; and | ||
| Concurrent<br>Private Placement: the issuance and sale of an additional 6,793,798 HD Shares at a price of C$4.78 per HD Share for gross proceeds<br>to the Company of C$32,474,354.44 made pursuant to exemptions available under NI 45-106, other than the LIFE Exemption (the "ConcurrentPrivate Placement"). |
All values are in US Dollars.
The Offering was co-led by National Bank Financial Inc., BMO Capital Markets and RBC Capital Markets (collectively, the "Underwriters"), as co-lead underwriters and co- bookrunners.
The Company will use an amount equal to the aggregate gross proceeds from the sale of the FT Shares under the Offering to incur eligible "Canadian exploration expenses" that will qualify as (i) "flow-through mining expenditures" within the meaning of the Tax Act, and (ii) in respect of the BC FT Shares purchased by eligible British Columbia purchasers, "BC flow- through mining expenditures" that meet the criteria set forth in subsection 4.721(1) of the Income Tax Act (British Columbia), in respect of the exploration activities on the Company's properties in British Columbia (the "Qualifying Expenditures"). The Qualifying Expenditures will be incurred on or before December 31, 2026 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2025.
The Company intends to use the net proceeds of the HD Shares issued pursuant to the Offering to contribute to the capital required to construct the Cariboo Gold Project and related pre- construction activities.
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 HD Shares issued under the Concurrent Private Placement will be subject to a statutory hold period of four months and one day pursuant to applicable Canadian securities laws. The Offering remains subject to final acceptance of the TSX Venture Exchange.
Insider Participation
In connection with the Offering, Double Zero Capital LP, an insider of the Company, subscribed for an aggregate of 2,447,775 HD Shares for aggregate gross proceeds of C$11,700,364.50.
Double Zero Capital LP ("DoubleZero"), being a >10% securityholder of the Company, is an "insider" of the Company and subscribed for 2,447,775 HD Shares pursuant to its pre-emptive rights in respect of the Concurrent Private Placement under the investor rights agreement dated August 15, 2025 between Double Zero and the Company. Double Zero's subscription is considered to be a "related party transaction" for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI61-101").
| The Company did not file a material<br> change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation<br> therein by Double Zero, a "related party" of the Company, were not settled until shortly prior to the closing of the Offering,<br> and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from<br> formal valuation and minority approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement<br> 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<br> interested parties, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder<br> 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,<br> insofar as it involves interested parties, is not more than 25% of the Company's market capitalization.<br><br> <br><br><br> <br>The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to "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 in compliance with applicable exemptions therefrom. | |
|---|---|
| Item 5.2 | Disclosure for Restructuring Transactions |
| Item 6 | Not applicable.<br><br> <br><br><br> <br>Reliance on subsection 7.1(2) of National Instrument 51-102 |
| Not applicable. | |
| Item 7 | Omitted Information |
| Not applicable. | |
| Item 8 | Executive Officer |
| Sean Roosen<br><br> <br>Chair and Chief Executive Officer<br><br> <br>Osisko Development<br> Corp.<br><br> <br>Telephone: (514) 940-0685 | |
| Item 9 | Date of Report |
| November 10, 2025 |
CAUTION REGARDING FORWARD LOOKING STATEMENTS
This material changereport 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). Suchstatements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding any potential outcome.Such statements in this material change report may include, without limitation, statements pertaining to the use of the proceeds ofthe Offering, the tax treatment of the FT shares, the timing and ability of the Company to renounce the qualifying expenditures, theability to obtain the necessary regulatory authority approvals and the ability to obtain the final acceptance of the TSXV and/or theNew York Stock Exchange and the Company's strategy and objectives relating to the Cariboo Gold Project as well as its otherprojects. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which maycause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Actualresults could differ materially due to a number of factors, including, without limitation, satisfying the requirements of the TSXVand the New York Stock Exchange (if at all), risks related to exploration, development and operation of the Cariboo Gold Project,general economic and market conditions and business conditions in the mining industry, fluctuations in commodity and currencyexchange rates, changes in regulatory framework and applicable laws, as well as those risks and factors as disclosed in theCompany's most recent annual information form, financial statement and management's discussion and analysis as well as other publicfilings on SEDAR+ (www.sedarplus.ca).
Although the Company believesthat the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Companysecurities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectationswill prove to be correct. Forward-looking information and statements contained in this material change report are as of the date of thismaterial change report and the Company assumes no obligation to update or revise this forward-looking information and statements exceptas required by law.