Osisko Gold Group Inc 6-K, filed May 7, 2025
Osisko Gold Group Inc. (OGG)
About this 6-K
Osisko Gold Group Inc filed this 6-K on May 7, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 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 ☒
EXHIBIT INDEX
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: May 6, 2025 | /s/ Alexander Dann |
| Alexander Dann |
| Chief Financial Officer and VP Finance |
Exhibit 99.1
OSISKO DEVELOPMENT CORP.
. . . . . . . . . . . . . . . . . .
Unaudited Condensed Interim
Consolidated Financial Statements
For the three months ended
March 31, 2025 and 2024
Osisko Development Corp.
Consolidated Statements of Financial Position
As at March 31, 2025 and December 31 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| | |
| March 31, | | December 31, |
|
| |
| 2025 | | 2024 |
| | | | | | |
|
| Notes |
| $ | | $ |
Assets |
|
| |
| |
|
| | | | | | |
Current assets |
|
| |
| |
|
| | | | | | |
Cash and cash equivalents |
| 3 | | 77,597 | | 106,653 |
Amounts receivable |
| | | 1,545 | | 2,569 |
Inventories |
| | | 8,971 | | 8,695 |
Other current assets |
| | | 5,313 | | 4,903 |
| | | | 93,426 | | 122,820 |
Assets classified as held for sale | | | | — | | 430 |
| | | | 93,426 | | 123,250 |
Non-current assets |
| | |
| |
|
| | | | | | |
Investments in associates |
| | | 12,605 | | 12,183 |
Other investments |
| | | 10,108 | | 10,333 |
Mining interests |
| 4 | | 492,639 | | 506,670 |
Property, plant and equipment |
| 5 | | 87,936 | | 87,123 |
Exploration and evaluation |
| 6 | | 89,379 | | 86,258 |
Other assets | | | | 30,663 | | 31,085 |
| | | | 816,756 | | 856,902 |
Liabilities |
| | |
| |
|
| | | | | | |
Current liabilities |
| | |
| |
|
| | | | | | |
Accounts payable and accrued liabilities |
| | | 26,871 | | 26,294 |
Lease liabilities |
| | | 361 | | 361 |
Current portion of long-term debt and credit facility |
| 7 | | 38,285 | | 40,314 |
Deferred consideration and contingent payments |
| | | 3,594 | | 3,597 |
Contract liability |
| | | 250 | | 109 |
Environmental rehabilitation provision |
| 8 | | 6,017 | | 5,974 |
Warrant liability | | 9 | | 61,092 | | 67,852 |
| | | | 136,470 | | 144,501 |
Non-current liabilities |
| | |
| |
|
| | | | | | |
Lease liabilities |
| | | 433 | | 461 |
Long-term debt |
| 7 | | 7,312 | | 5,503 |
Deferred consideration and contingent payments |
| | | 8,800 | | 8,635 |
Contract liability |
| | | 44,497 | | 42,344 |
Environmental rehabilitation provision |
| 8 | | 86,903 | | 84,829 |
| | | | 284,415 | | 286,273 |
Equity |
| | |
| |
|
| | | | | | |
Share capital |
| | | 1,137,599 | | 1,137,362 |
Warrants |
| | | 11,859 | | 11,859 |
Contributed surplus | | | | 20,260 | | 20,228 |
Accumulated other comprehensive loss | | | | (1,730) | | (503) |
Deficit | | | | (635,647) | | (598,317) |
| | | | 532,341 | | 570,629 |
| | | | 816,756 | | 856,902 |
Going concern (Note 1)
APPROVED ON BEHALF OF THE BOARD | |
(signed) Sean Roosen, Director | (signed) Charles Page, Director |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
2
Osisko Development Corp.
Consolidated Statements of Loss
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
|
| | | 2025 |
| 2024 |
|
| Notes |
| $ |
| $ |
Revenues |
| 13 | | — | | 1,767 |
Operating expenses |
| | | | | |
Cost of sales |
| 12, 13 | | — | | (1,974) |
Other operating costs |
| 12, 13 | | (10,158) | | (8,801) |
General and administrative |
| | | (6,653) | | (6,015) |
Exploration and evaluation |
| | | (121) | | (70) |
Impairment of assets |
| 4, 5 | | (25,793) | | (5,415) |
Operating loss |
| | | (42,725) | | (20,508) |
Finance costs |
| | | (4,469) | | (3,208) |
Share of loss of associates |
| | | (128) | | (131) |
Change in fair value of warrant liability |
| 9 | | 6,699 | | 9,070 |
Other income, net |
| | | 3,290 | | 7,057 |
Loss before income taxes |
| | | (37,333) | | (7,720) |
Income tax recovery (expense) |
| | | 3 | | (268) |
Net loss |
| | | (37,330) | | (7,988) |
| | | | | | |
Basic and diluted net loss per share |
| | | (0.27) | | (0.09) |
Weighted average number of shares outstanding - basic and diluted |
| | | 136,605,758 | | 84,211,239 |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
Osisko Development Corp.
Consolidated Statements of Comprehensive Loss
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
|
| 2025 |
| 2024 |
| | $ | | $ |
Net loss | | (37,330) | | (7,988) |
| | | | |
Other comprehensive income (loss) | |
| |
|
| | | | |
Items that will not be reclassified to the consolidated statements of loss | |
| |
|
| | | | |
Changes in fair value of financial assets at fair value through comprehensive income (loss) | | 295 | | (2,846) |
Income tax effect | | (3) | | 268 |
| | | | |
Items that may be reclassified to the consolidated statements of loss | |
| |
|
| | | | |
Currency translation adjustments | | (1,681) | | (1,378) |
Other comprehensive loss | | (1,389) | | (3,956) |
Comprehensive loss | | (38,719) | | (11,944) |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
Osisko Development Corp.
Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
|
| |
|
| 2025 |
| 2024 |
| | Notes | | | $ | | $ |
Operating activities |
| | | | | | |
Net loss |
| | | | (37,330) | | (7,988) |
Adjustments for: |
| | | | | | |
Share-based compensation |
| | | | 378 | | 94 |
Depreciation |
| | | | 2,005 | | 2,939 |
Finance costs |
| | | | 3,534 | | 3,003 |
Share of loss of associates |
| | | | 128 | | 131 |
Change in fair value of financial assets and liabilities at fair value through profit and loss |
| | | | 160 | | (296) |
Change in fair value of warrant liability |
| 9 | | | (6,699) | | (9,070) |
Unrealized foreign exchange gain | | | | | (1,973) | | (5,612) |
Deferred income tax expense (recovery) |
| | | | (3) | | 268 |
Impairment of assets | | 4, 5 | | | 25,793 | | 5,415 |
Cumulative catch-up adjustment on contract liability |
| | | | 3 | | (10) |
Proceeds from contract liability |
| | | | — | | (20) |
Other | | | | | (922) | | 238 |
Environmental rehabilitation obligations paid | | 8 | | | — | | (327) |
Net cash flows used in operating activities before changes in non-cash working capital items |
| | | | (14,926) | | (11,235) |
Changes in non-cash working capital items |
| | | | | | |
Decrease in amounts receivable | | | | | 1,092 | | 1,205 |
Decrease in inventory | | | | | 44 | | 21 |
Increase in other current assets | | | | | (163) | | (992) |
Decrease in accounts payable and accrued liabilities | | | | | 1,449 | | 1,940 |
Net cash flows used in operating activities |
| | | | (12,504) | | (9,061) |
Investing activities |
| | | | | | |
Additions to mining interests |
| | | | (10,962) | | (4,340) |
Additions to property, plant and equipment |
| | | | (1,863) | | (1,554) |
Additions to exploration and evaluation assets | | | | | (2,508) | | (4,243) |
Proceeds on disposals of property, plant and equipment and assets classified as held for sale | | | | | 531 | | 3,812 |
Proceeds on disposals of investments |
| | | | 359 | | 649 |
Change in restricted cash | | | | | — | | (1,117) |
Net cash flows used in investing activities |
| | | | (14,443) | | (6,793) |
Financing activities |
| | | | | | |
Other issuance of common shares |
| | | | 24 | | 33 |
Share and warrant issue expense |
| | | | (220) | | — |
Capital payments on lease liabilities |
| | | | (30) | | (164) |
Long-term debt and credit facility draw down | | | | | — | | 32,909 |
Repayment of long-term debt and credit facility |
| 7 | | | (1,686) | | (3,657) |
Withholding taxes on settlement of restricted units |
| | | | (33) | | — |
Net cash flows (used in) provided by financing activities |
| | | | (1,945) | | 29,121 |
(Decrease) Increase in cash and cash equivalents before impact of exchange rate |
| | | | (28,892) | | 13,267 |
Effects of exchange rate changes on cash and cash equivalents |
| | | | (164) | | 805 |
(Decrease) Increase in cash and cash equivalents |
| | | | (29,056) | | 14,072 |
Cash and cash equivalents – Beginning of period |
| | | | 106,653 | | 43,455 |
Cash and cash equivalents – End of period |
| | | | 77,597 | | 57,527 |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
5
Osisko Development Corp.
Consolidated Statements of Changes in Equity
For the three months ended March 31, 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars except number of shares)
| | | | Number of | | | | | | | | Accumulated | | | | |
| | | | common | | | | | | | | other | | | | |
| | | | shares | | Share | | | | Contributed | | comprehensive | | | | |
|
| |
| outstanding |
| capital |
| Warrants | | surplus | | loss | | Deficit | | Total |
| | | | | | $ | | $ | | $ | | $ | | $ | | $ |
Balance – January 1, 2025 |
| |
| 136,580,233 | | 1,137,362 | | 11,859 | | 20,228 | | (503) | | (598,317) | | 570,629 |
| | | | | | | | | | | | | | | | |
Net loss |
| | | — | | — | | — | | — | | — | | (37,330) | | (37,330) |
Other comprehensive income, net |
| | | — | | — | | — | | — | | (1,389) | | — | | (1,389) |
Comprehensive income (loss) |
| | | — | | — | | — | | — | | (1,389) | | (37,330) | | (38,719) |
Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes |
| | | — | | — | | — | | — | | 162 | | (162) | | — |
Share-based compensation: | | | | | | | | | | | | | | | | |
- Share options |
| | | — | | — | | — | | 406 | | — | | — | | 406 |
- Restricted and deferred share units |
| | | — | | — | | — | | (7) | | — | | — | | (7) |
Shares issued - employee share purchase plan |
| | | 27,952 | | 69 | | — | | — | | — | | — | | 69 |
Shares issued from RSU/DSU settlement |
| | | 13,303 | | 168 | | — | | (367) | | — | | 162 | | (37) |
Balance – March 31, 2025 |
| | | 136,621,488 | | 1,137,599 | | 11,859 | | 20,260 | | (1,730) | | (635,647) | | 532,341 |
As at March 31, 2025, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to a loss of $(20.8) million. Items that may be recycled to the consolidated statements of loss amount to $19.1 million.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
6
Osisko Development Corp.
Consolidated Statements of Changes in Equity
For the three months ended March 31, 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares)
|
| |
| Number of |
|
|
|
| | | | Accumulated | | | | |
| | | | common | | | | | | | | other | | | | |
| | | | shares | | Share | | | | Contributed | | comprehensive | | | | |
| | | | outstanding | | capital | | Warrants | | surplus | | loss | | Deficit | | Total |
| | | | | | $ | | $ | | $ | | $ | | $ | | $ |
Balance – January 1, 2024 |
| |
| 84,102,240 |
| 1,080,049 | | 11,859 |
| 18,722 | | (14,529) | | (510,913) | | 585,188 |
| | | | | | | | | | | | | | | | |
Net loss |
| | | — | | — | | — | | — | | — | | (7,988) | | (7,988) |
Other comprehensive loss, net |
| | | — | | — | | — | | — | | (3,956) | | — | | (3,956) |
Comprehensive loss |
| | | — | | — | | — | | — | | (3,956) | | (7,988) | | (11,944) |
Transfer of realized loss on financial assets at fair value through other comprehensive loss, net of taxes | | | | — | | — | | — | | — | | 163 | | (163) | | — |
Share-based compensation: |
| | | | | | | | | | | | | | | |
- Share options |
| | | — | | — | | — | | (52) | | — | | — | | (52) |
- Restricted and deferred share units |
| | | — | | — | | — | | 161 | | — | | — | | 161 |
Shares issued - employee share purchase plan |
| | | 21,170 | | 80 | | — | | | | — | | — | | 80 |
Balance – March 31, 2024 |
| | | 84,123,410 | | 1,080,129 | | 11,859 | | 18,831 | | (18,322) | | (519,064) | | 573,433 |
As at March 31, 2024, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to $(19.2) million. Items that may be recycled to the consolidated statements of loss amount to $0.9 million.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
7
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
1. | Nature of operations and going concern |
Osisko Development Corp. (“Osisko Development” or the “Company”) is a mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in continental North America. Osisko Development is focused on exploring and developing its mining assets, including the Cariboo Gold Project in British Columbia, the San Antonio Gold Project in Mexico and the Trixie Test Mine in the USA.
The Company’s registered and business address is 1100, avenue des Canadiens-de-Montréal, suite 300, Montreal, Québec and is constituted under the Canada Business Corporations Act. The common shares of Osisko Development trade under the symbol ODV on the TSX Venture Exchange (“TSX-V”) and on the New York Stock Exchange (“NYSE”). As at March 31, 2025, the Company’s significant shareholder, Osisko Gold Royalties (“OGR”) held an interest of 24.4% in Osisko Development (compared to 24.4% as at December 31, 2024).
These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. As at March 31, 2025, the Company has a negative working capital of $43.0 million, which includes a cash and cash equivalent balance of $77.6 million. The Company also has an accumulated deficit of $635.6 million and incurred a net loss of $37.3 million for the three months ended March 31, 2025.
The working capital position as at March 31, 2025 will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the twelve months ending March 31, 2026. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern as described in the preceding paragraph, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
The Company’s ability to continue future operations and fund its planned activities is dependent on management’s ability to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling assets and investments from its portfolio, project debt finance, offtake or royalty financing and other capital market alternatives. Failure to secure future financings may impact and/or curtail the planned activities for the Company, which may include, but are not limited to, the suspension of certain development activities and the disposal of certain assets and investments to generate liquidity. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If Management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than the amounts reflected in these unaudited condensed interim consolidated financial statements.
2. | Basis of presentation and Statement of compliance |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024. The accounting policies, methods of computation and presentation applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year.
8
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
The Board of Directors approved these unaudited condensed interim consolidated financial statements for issue on May 6, 2025.
3. | Cash and cash equivalents |
As at March 31, 2025 and December 31 2024, the consolidated cash and cash equivalents position was as follows:
|
| 2025 |
| 2024 |
|
| $ |
| $ |
Cash and cash equivalents held in Canadian dollars | | 8,167 | | 11,776 |
| | | | |
Cash and cash equivalents held in U.S. dollars | | 47,042 | | 63,615 |
Cash and cash equivalents held in U.S. dollars (Canadian dollars equivalent) | | 67,627 | | 91,535 |
| | | | |
Cash held and cash equivalents in Mexican Pesos | | 25,610 | | 48,234 |
Cash held and cash equivalents in Mexican Pesos (Canadian dollars equivalent) | | 1,803 | | 3,342 |
| | 77,597 | | 106,653 |
As at March 31, 2025, cash and cash equivalents include US$47.0 million ($67.6 million) held in guaranteed investment certificates bearing an interest rate of 4.75% with maturity dates on April 2025 ( December 31, 2024 – US$40.1 million ($57.7 million) bearing an interest rate of 4.95%). As at December 31, 2024, cash and cash equivalents include US$1.6 million ($2.3 million) (March 31, 2025 – nil) held in money market funds.
4. | Mining interests |
|
| 2025 |
| 2024 |
|
| $ |
| $ |
| | | | |
Cost – Beginning of period | | 510,986 | | 456,467 |
Additions | | 9,004 | | 35,538 |
Mining tax credit | | — | | (534) |
Asset retirement obligations | | 888 | | 13,524 |
Depreciation capitalized | | 483 | | 2,397 |
Share-based compensation capitalized | | 21 | | 70 |
Impairment | | (25,344) | | — |
Borrowing costs | | 617 | | 3,123 |
Currency translation adjustments | | 413 | | 401 |
Cost – End of period | | 497,068 | | 510,986 |
Accumulated depreciation – Beginning of period | | 4,316 | | 4,772 |
Depreciation | | 36 | | 140 |
Currency translation adjustments | | 77 | | (596) |
Accumulated depreciation – End of period | | 4,429 | | 4,316 |
| | | | |
Cost | | 497,068 | | 510,986 |
Accumulated depreciation | | (4,429) | | (4,316) |
Net book value | | 492,639 | | 506,670 |
9
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
NSR Royalty and Streams
OGR holds a 5% NSR royalty on the Cariboo Gold Project, a 15% gold and silver stream on the San Antonio Gold Project and a 2% to 2.5% stream on all refined metals on the Tintic properties. The Cariboo Gold 5% NSR royalty is perpetual and is secured by a debenture on all of Barkerville movable and immovable assets, including Barkerville’s interest in the property and mineral rights, in an amount not less than $150 million. The security shall be first-ranking, subject to permitted encumbrances.
On May 27, 2022, the Company completed the acquisition of Tintic, which owns the Trixie Test Mine, as well as mineral claims in central Utah’s historic Tintic Mining District (the “Tintic Transaction”). Under the terms of the Tintic Transaction, the Company issued an aggregate of 2% NSR royalties, with a 50% buyback right in favour of Osisko Development exercisable within five years.
Impairment assessment
The market conditions, industry cost pressures, current inflationary environment and changes in assumptions related to required future capital expenditures, potential mining and processing methods and decrease in contained gold ounces in measured, indicated and inferred resources are considered as indicators of impairment and, accordingly, management of the Company performed an impairment assessment on all its projects. The Company tested its CGUs, for impairment, and recorded an impairment charge for the three months ended March 31, 2025 based on the results of its impairment assessments. No impairment charge is recorded in the corresponding period of 2024. The Company’s assessments reflected a number of significant management assumptions and estimates relating to future cash flows projections and discount rate. Changes in these assumptions could impact the Company’s conclusion in future reporting.
On April 28, 2025, the Company disclosed the results of its optimized feasibility study on the Cariboo Gold Project (“2025 FS”). The 2025 FS considers a single milling facility at the mine site for processing, removing the need to transport flotation concentrate to the QR Mill. This change is considered an indicator of impairment for the QR Mill and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.3 million on the mining interests related to the QR Mill. On March 31, 2025, the net book value related to the QR Mill was entirely written off as it is estimated that the net book value will not be recovered by expected net profits to be generated from future sale of precious metals.
10
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
5. | Property, plant and equipment |
|
| |
| Machinery |
| |
|
|
|
|
| | Land and | | and | | Construction- | | | | |
| | Buildings | | Equipment | | in-progress | | 2025 | | 2024 |
|
| $ |
| $ |
| $ |
| $ |
| $ |
Cost– Beginning of period | | 32,638 | | 81,225 | | 15,525 | | 129,388 | | 131,574 |
Additions | | 272 | | 591 | | 2,819 | | 3,682 | | 8,103 |
Assets classified as held for sale and other disposals(i) | | — | | (252) | | — | | (252) | | (7,126) |
Impairment | | (2) | | (637) | | — | | (639) | | (3,362) |
Currency translation adjustments | | (5) | | 285 | | (2) | | 278 | | 199 |
Cost – End of period | | 32,903 | | 81,212 | | 18,342 | | 132,457 | | 129,388 |
| | | | | | | | | | |
Accumulated depreciation – Beginning of period | | 11,101 | | 31,164 | | — | | 42,265 | | 34,289 |
Depreciation | | 584 | | 2,226 | | — | | 2,810 | | 13,634 |
Assets classified as held for sale and other disposals(i) | | — | | (162) | | — | | (162) | | (5,367) |
Impairment | | — | | (540) | | — | | (540) | | — |
Currency translation adjustments | | (2) | | 150 | | — | | 148 | | (291) |
Accumulated depreciation – End of period | | 11,683 | | 32,838 | | — | | 44,521 | | 42,265 |
| | | | | | | | | | |
Cost | | 32,903 | | 81,212 | | 18,342 | | 132,457 | | 129,388 |
Accumulated depreciation | | (11,683) | | (32,838) | | — | | (44,521) | | (42,265) |
Net book value | | 21,220 | | 48,374 | | 18,342 | | 87,936 | | 87,123 |
Machinery and Equipment includes right-of-use assets with a net carrying value of $2.4 million as at March 31, 2025 ($2.5 million as at December 31, 2024).
6. | Exploration and evaluation |
|
| 2025 |
| 2024 |
|
| ($) |
| ($) |
| | | | |
Net book value - Beginning of period |
| 86,258 |
| 70,135 |
Additions |
| 2,854 |
| 9,141 |
Depreciation capitalized |
| 336 |
| 640 |
Currency translation adjustments |
| (69) |
| 6,342 |
Net book value – End of period |
| 89,379 |
| 86,258 |
| | | | |
Cost |
| 189,586 |
| 186,465 |
Accumulated impairment |
| (100,207) |
| (100,207) |
Net book value – End of period |
| 89,379 |
| 86,258 |
11
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
7. | Long-term debt and credit facility |
|
| 2025 | | 2024 |
|
| ($) | | ($) |
Balance – Beginning of period |
| 45,817 | | 16,923 |
Additions – Credit Facility |
| — | | 65,723 |
Additions – Mining equipment financings | | 1,364 | | 1,065 |
Repayment of Credit Facility and mining equipment financings |
| (1,686) | | (43,253) |
Interest capitalized | | 1,039 | | 5,377 |
Interest paid | | (898) | | (3,696) |
Currency translation adjustments |
| (39) | | 3,678 |
Balance – End of period |
| 45,597 | | 45,817 |
| | | | |
Current portion |
| 38,285 | | 40,314 |
Non-current portion |
| 7,312 | | 5,503 |
|
| 45,597 | | 45,817 |
Credit Facility
In 2024, the Company entered into and amended a credit agreement with National Bank of Canada providing for a US$50 million delayed draw term loan (the “Credit Facility"). The Credit Facility has to be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo gold project. The maturity date of the Credit Facility is October 31, 2025.
The draws made under the Credit Facility can be by way of a base rate loan or a term benchmark loan, on which differing interest rate will apply. On March 13, 2025, the Company entered into a third amending agreement pursuant to which the differing interest rate for the Base Rate Loan and the Term Benchmark Loan will be the following, effective March 7, 2025 :
| ● | For a Base Rate Loan: the greater of (i) the federal funds effective rate plus 0.50% and (ii) the National Bank variable rate of interest for United States dollar loans in Canada, plus (iii) 3.50% per annum. |
| ● | For a Term Benchmark Loan: (i) the Secured Overnight Financing Rate ("SOFR"); plus (ii) an additional 0.10% per annum for each applicable interest period, plus (iii) 4.50% per annum. |
The Credit Facility is subject to certain conditions and covenants that require the Company to maintain certain financial ratios, including the Company’s tangible net worth, minimum liquidity and other non-financial requirements. As at March 31, 2025, all such ratios and requirements were met.
In addition, the obligations under the Credit Facility are secured against all of the present and future assets and property of Barkerville and the shares of Barkerville as held by the Company.
The schedule for expected payments of the mining equipment financings and Credit Facility are as follows:
|
| Less than 1 year |
| 1-2 years |
| 3-4 years |
| | $ | | $ | | $ |
Total payments – Mining equipment financings | | 2,558 | | 4,536 | | 2,776 |
Total payments – Credit Facility (principal) | | 35,727 | | — | | — |
12
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
8. | Environmental rehabilitation provision |
|
| 2025 | | 2024 |
|
| ($) | | ($) |
Balance – Beginning of period |
| 90,803 | | 76,729 |
New obligations |
| — | | 24,575 |
Revision of estimates |
| 888 | | (11,080) |
Accretion expense |
| 974 | | 3,432 |
Payment of environmental rehabilitation obligations |
| — | | (2,190) |
Currency translation adjustment |
| 255 | | (663) |
Balance – End of period |
| 92,920 | | 90,803 |
| | | | |
Current portion |
| 6,017 | | 5,974 |
Non-current portion |
| 86,903 | | 84,829 |
|
| 92,920 | | 90,803 |
The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company’s mining interests, property, plant and equipment and exploration and evaluation assets. As at March 31, 2025, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $124.9 million (December 31, 2024 – $126.3 million). The weighted average actualization rate used is approximately 3.94% (December 31, 2024 – 4.40%) and the disbursements are expected to be made between 2025 and 2039 as per the current closure plans.
9. | Warrants |
The warrants issued in connection with the 2022 non-brokered private placement and the 2024 non-brokered and brokered private placements include embedded derivatives as they are exercisable in U.S. dollars and, therefore, fail the “fixed for fixed” requirements prescribed in IAS 32 Financial Instruments: presentation. As a result, they are classified as a liability and measured at fair value. The liability is revalued at its estimated fair value using the Black-Scholes option pricing model at the end of each reporting period, and the variation in the fair value is recognized on the consolidated statements of loss under Change in fair value of warrant liability.
The movement of the warrants liability, classified as financial instruments at fair value through profit or loss, is as follows:
|
| 2025 |
| 2024 |
| | $ | | $ |
Balance – Beginning of year | | 67,852 | | 11,552 |
Additions | | — | | 71,875 |
Change in fair value | | (6,699) | | (19,497) |
Foreign exchange | | (61) | | 3,922 |
Balance – End of year | | 61,092 | | 67,852 |
13
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
In absence of quoted market prices, the fair value of the warrants exercisable in USD is determined using the Black-Scholes option pricing model based on the following weighted average assumptions and inputs:
| | 2025 | | 2024 | | ||
Dividend per share | | | 0% | | | 0% | |
Expected volatility | | | 82.3% | | | 81.1% | |
Risk-free interest rate | | | 3.9% | | | 4.3% | |
Expected life | | | 4.1 years | | | 4.3 years | |
Exercise price (USD) | | | 4.40 | | | 4.40 | |
Share price (USD) | | | 1.55 | | | 1.63 | |
| | | | | | | |
| | | | | | | |
The outstanding warrants have the following maturity dates and exercise terms:
Placement | Classification | Maturity | Number of Warrants | Exercise Price | |
2022 Brokered private placement | Equity | 02-Mar-27 | 7,752,916 | $ | 14.75 |
2022 Non-brokered private placement | Liability | 27-May-27 | 11,363,933 | US$ | 10.70 |
2023 Bought deal financing | Equity | 02-Mar-26 | 7,841,850 | $ | 8.55 |
2024 Non-brokered private placement | Liability | 01-Oct-29 | 19,163,410 | US$ | 3.00 |
2024 Brokered private placement | Liability | 01-Oct-29 | 31,946,366 | US$ | 3.00 |
10. | Share-based compensation |
Share options
The following table summarizes information about the movement of the share options outstanding under the Company’s plan:
| | 2025 | | 2024 | ||||
| | | | Weighted | | | | Weighted |
| | | | average | | | | average |
| | Number of | | exercise | | Number of | | exercise |
|
| options |
| price |
| options |
| price |
| | | | $ | | |
| $ |
Outstanding – Beginning of period |
| 5,229,369 | | 5.53 |
| 2,700,077 | | 9.64 |
Granted |
| — | | — |
| 3,163,100 | | 2.74 |
Forfeited |
| (686,300) | | 2.95 |
| (516,354) | | 8.19 |
Expired | | (102,378) | | 12.84 | | (117,454) | | 13 |
Outstanding – End of period |
| 4,440,691 | | 5.76 |
| 5,229,369 | | 5.53 |
Exercisable – End of period |
| 1,161,854 | | 11.68 |
| 1,260,721 | | 11.74 |
14
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
The following table summarizes the share options outstanding as at March 31, 2025:
|
| |
| Options outstanding |
| Options exercisable | ||||
| | | | | | Weighted | | | | Weighted |
| | | | | | average | | | | average |
| | Exercise | | | | remaining contractual | | | | remaining contractual |
Grant date |
| price |
| Number |
| life (years) | | Number |
| life (years) |
|
| $ | | |
| | | | |
|
December 22, 2020 |
| 22.86 | | 240,765 |
| 0.73 | | 240,765 | | 0.73 |
February 5, 2021 |
| 24.30 | | 10,533 |
| 0.85 | | 10,533 | | 0.85 |
June 23, 2021 |
| 21.30 | | 93,498 |
| 1.23 | | 93,498 | | 1.23 |
August 16, 2021 |
| 16.89 | | 31,199 |
| 1.38 | | 31,199 | | 1.38 |
November 12, 2021 |
| 16.20 | | 19,996 |
| 1.62 | | 19,996 | | 1.62 |
June 30, 2022 |
| 6.49 | | 462,800 |
| 2.25 | | 308,533 | | 2.25 |
November 18, 2022 |
| 6.28 | | 187,100 |
| 1.47 | | 152,598 | | 1.21 |
April 3, 2023 | | 6.59 | | 914,200 | | 3.01 | | 304,732 | | 3.01 |
April 3, 2024 | | 2.88 | | 256,300 | | 4.01 | | — | | — |
July 4, 2024 | | 2.72 | | 2,224,300 | | 4.26 | | — | | — |
|
| 5.76 | | 4,440,691 |
| 3.37 | | 1,161,854 | | 1.87 |
The fair value of the share options is recognized as compensation expense over the vesting period. During the three months ended March 31, 2025, the total share-based compensation related to share options granted under the Osisko Development’s plan amounted to $0.4 million ($(0.1) million for the three months ended March 31, 2024).
Deferred and restricted share units (“DSU” and “RSU”)
The following table summarizes the DSU and RSU movements:
| | 2025 | | 2024 | ||||
|
| DSU |
| RSU |
| DSU |
| RSU |
Outstanding – Beginning of period |
| 606,463 |
| 1,219,125 |
| 294,713 |
| 1,078,285 |
Granted |
| — |
| — |
| 363,250 |
| 492,200 |
Settled |
| — |
| — |
| — |
| (102,583) |
Forfeited |
| (29,383) |
| (229,600) |
| (51,500) |
| (248,777) |
Outstanding– End of period |
| 577,080 |
| 989,525 |
| 606,463 |
| 1,219,125 |
Vested – End of period |
| 345,330 |
| — |
| 374,713 |
| — |
The total share-based compensation expense related to Osisko Development’s DSU and RSU plans for the three a months ended March 31, 2025 was nil ($0.2 million for the three months ended March 31, 2024).
15
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
11. | Cost of sales and other operating costs |
|
| 2025 |
| 2024 |
|
| ($) |
| ($) |
Salaries and benefits | | 1,292 | | 1,780 |
Share-based compensation |
| 18 |
| 21 |
Royalties |
| — |
| 175 |
Contract Services |
| 4,039 |
| 2,453 |
Raw materials and consumables |
| 412 |
| 400 |
Operational overhead and write-downs |
| 2,417 |
| 3,053 |
Depreciation |
| 1,980 |
| 2,893 |
|
| 10,158 |
| 10,775 |
For the three months ended March 31, 2024, an amount of $0.5 million (2025 - nil) was recorded in Operational overhead and write-downs to bring the inventories to net realizable value.
12. | Fair value of financial instruments |
Fair value measurement is determined using a three-level fair value hierarchy. Refer to Note 30 of the Company’s audited consolidated financial statements for the year ended December 31, 2024, which contain a description of these three levels.
The following table provides information about financial assets and liabilities measured at fair value in the consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.
| | 2025 | ||||||
|
| Level 1 |
| Level 2 |
| Level 3 | | Total |
|
| $ | | $ | | $ | | $ |
Recurring measurements | |
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss | | | | | | | | |
Warrants on equity securities | |
|
|
|
|
|
|
|
Publicly traded mining exploration and development companies | |
|
|
|
|
|
|
|
Precious metals | | — |
| — |
| 210 |
| 210 |
Financial assets at fair value through other comprehensive loss | |
|
|
|
|
|
|
|
Equity securities | |
|
|
|
|
|
|
|
Publicly traded mining exploration and development companies | |
|
|
|
|
|
|
|
Precious metals | | 2,943 |
| — |
| — |
| 2,943 |
Other minerals | | 6,955 |
| — |
| — |
| 6,955 |
| | 9,898 |
| — |
| 210 |
| 10,108 |
16
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
| | 2024 | ||||||
|
| Level 1 |
| Level 2 |
| Level 3 | | Total |
|
| $ | | $ | | $ | | $ |
Recurring measurements | |
|
|
|
|
|
|
|
Financial assets at fair value through profit or loss | | | | | | | | |
Warrants on equity securities | |
|
|
|
|
|
|
|
Publicly traded mining exploration and development companies | |
|
|
|
|
|
|
|
Precious metals | | — |
| — |
| 370 |
| 370 |
Financial assets at fair value through other comprehensive loss | |
|
|
|
|
|
|
|
Equity securities | |
|
|
|
|
|
|
|
Publicly traded mining exploration and development companies | |
|
|
|
|
|
|
|
Precious metals | | 2,706 |
| — |
| — |
| 2,706 |
Other minerals | | 7,257 |
| — |
| — |
| 7,257 |
| | 9,963 |
| — |
| 370 |
| 10,333 |
During the three months ended March 31, 2025 and 2024 there were no transfers among Level 1, Level 2 and Level 3.
13. | Segmented information |
The chief operating decision-maker organizes and manages the business under geographic segments, being the acquisition, exploration and development of mineral properties. The assets related to the exploration, evaluation and development of mining projects are located in Canada, Mexico, and the USA and are detailed as follows as at March 31, 2025 and December 31, 2024:
| | 2025 | ||||||
|
| Canada |
| Mexico | | USA |
| Total |
|
| $ |
| $ |
| $ |
| $ |
Other assets (non-current) | | 10,645 | | 15,852 | | 4,166 | | 30,663 |
Mining interests | | 426,379 | | 23,638 | | 42,622 | | 492,639 |
Property, plant and equipment | | 59,523 | | 8,923 | | 19,490 | | 87,936 |
Exploration and evaluation | | 4,485 | | — | | 84,894 | | 89,379 |
Total non-current assets | | 501,032 | | 48,413 | | 151,172 | | 700,617 |
| | 2024 | ||||||
|
| Canada |
| Mexico |
| USA |
| Total |
|
| $ |
| $ |
| $ |
| $ |
Other assets (non-current) | | 10,864 | | 15,499 | | 4,722 | | 31,085 |
Mining interests | | 440,458 | | 23,368 | | 42,844 | | 506,670 |
Property, plant and equipment | | 57,358 | | 9,425 | | 20,340 | | 87,123 |
Exploration and evaluation | | 4,464 | | — | | 81,794 | | 86,258 |
Total non-current assets | | 513,144 | | 48,292 | | 149,700 | | 711,136 |
17
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
|
| Canada |
| Mexico |
| USA |
| Total |
| | $ | | $ | | $ | | $ |
For the three months ended March 31, 2025 | |
|
|
|
|
|
|
|
Other operating costs | | (7,055) | | (1,394) | | (1,709) |
| (10,158) |
General and administrative | | (5,164) | | (467) | | (1,022) |
| (6,653) |
Exploration and evaluation | | (97) | | (24) | | — |
| (121) |
Impairment of assets | | (25,793) | | — | | — |
| (25,793) |
Operating loss | | (38,109) |
| (1,885) |
| (2,731) |
| (42,725) |
| | | | | | | | |
For the three months ended March 31, 2024 | | | | | | | | |
Revenues | | 68 | | — | | 1,699 | | 1,767 |
Cost of sales | | (98) | | — | | (1,876) | | (1,974) |
Other operating costs | | (5,791) | | (1,679) | | (1,331) | | (8,801) |
General and administrative | | (4,704) | | (436) | | (875) | | (6,015) |
Exploration and evaluation | | (40) | | (30) | | — | | (70) |
Impairment of assets | | (4,894) | | — | | (521) | | (5,415) |
Operating loss | | (15,459) | | (2,145) | | (2,904) | | (20,508) |
14. | Commitments |
The Company has the following commitments as of March 31, 2025:
|
| Total(i) |
| Less than 1 year |
| 1‑ 2 years |
| 3‑4 years |
Purchase obligations |
| 6,699 |
| 6,699 |
| — |
| — |
Capital commitments |
| 6,368 |
| 5,765 |
| 603 |
| — |
Total |
| 13,067 |
| 12,464 |
| 603 |
| — |
(i) The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact.
18
Exhibit 99.2
OSISKO DEVELOPMENT CORP.
Management's Discussion and Analysis
For the three months ended March 31, 2025
The following management discussion and analysis ("MD&A") of the operations and financial position of Osisko Development Corp. and its subsidiaries ("Osisko Development" or the "Company") for the three months ended March 31, 2025 ("Q1 2025") should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2025, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Management is responsible for the preparation of the unaudited condensed interim consolidated financial statements and other financial information relating to the Company included in this MD&A. Unless otherwise noted, all monetary amounts included in this MD&A are expressed in Canadian dollars, the Company’s reporting and functional currency. Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Cautionary Note Regarding Forward-Looking Statements" section. This MD&A is dated as of May 6, 2025, the date the Board of Directors approved the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 following the recommendation of the Company’s Audit and Risk Committee.
Osisko Development is primarily a North American gold development company. The Company exists under the Canada Business Corporations Act and is focused on developing its principal mining assets, including the Cariboo Gold Project located in British Columbia, Canada (the "Cariboo Gold Project") and the Tintic project, located in Utah, U.S.A. (the "Tintic Project"). Osisko Development's common shares (the "Common Shares") are listed on the New York Stock Exchange ("NYSE") and the TSX Venture Exchange ("TSX-V") under the symbol ODV.
4 | ||
5 | ||
5 | ||
6 | ||
6 | ||
7 | ||
20 | ||
21 | ||
23 | ||
24 | ||
29 | ||
12. | 30 | |
13. | 30 | |
31 | ||
31 | ||
31 | ||
Disclosure Controls, Procedures and Internal Controls over Financial Reporting (ICFR) | 36 | |
Basis of Presentation of the Consolidated Financial Statements | 37 | |
37 | ||
37 | ||
37 | ||
38 | ||
38 |
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
Non-IFRS Financial Measures
This MD&A contains certain non-IFRS (as defined herein) measures including, "all-in sustaining cost" (or "AISC"), "cash cost" and "free cash flow". All-in sustaining cost per gold ounce is defined as production costs less silver sales plus general and administrative, exploration, other expenses and sustaining capital expenditures divided by gold ounces. Cash costs are a non-IFRS measure reported by the Company on an ounces of gold sold basis. Cash costs include mining, processing, refining, general and administration costs and royalties but exclude depreciation, reclamation, income taxes, capital and exploration costs for the life of the mine. Free cash flow is calculated as cash flow from mine-site operating activities less capital expenditures. Management believes that such measures provide investors with an improved ability to evaluate the performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, such as Cost of sales.
Cautionary Note Regarding Forward-Looking Statements
Except for the statements of historical fact contained herein, the information presented in this MD&A constitutes "forward-looking information" within the meaning of applicable Canadian Securities Laws concerning the business, operations, plans and financial performance and condition of the Company (collectively, the "Forward-Looking Information"). Often, but not always, Forward-Looking Information can be identified by words such as "plans", "expects", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof, of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.
Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of the Company to differ materially from any future plans, results, performance or achievements expressed or implied by the Forward-Looking Information. Such factors include, among others: risks relating to capital markets and the availability of future financing, including project financing, on the term acceptable to the Company (or at all); the ability of the Company to meet its financial obligations as they become due; actual operating cash flows, operating costs, free cash flows, mineral resources and reserves and other costs differing materially from those anticipated; the ability and timing of the Company to publish and file the Technical Report; changes in project parameters and assumptions; project infrastructure requirements and anticipated processing methods, exploration expenditures differing materially from those anticipated; actual results of current exploration activities; variations in mineral resources, mineral reserves, mineral production, grades or recovery rates or optimization efforts and sales; failure to obtain, or delays in obtaining, governmental approvals or financing or in the completion of development or construction activities; uninsured risks, including, but not limited to, pollution, cave-ins or hazards for which insurance cannot be obtained; regulatory changes, defects in title; availability or integration of personnel, materials and equipment; risks relating to foreign operations; inability to recruit or retain management and key personnel; performance of facilities, equipment and processes relative to specifications and expectations; unanticipated environmental impacts on operations; community, non-governmental and governmental actions and the impact of stakeholder actions; market prices; production, construction and technological risks or capital requirements and operating risks associated with the operations or an expansion of the operations, dilution due to future equity financings, fluctuations in gold, silver and other metal prices and currency exchange rates; the potential impact of tariffs and other trade restrictions; uncertainty relating to future production and cash resources; inability to successfully complete new development projects, planned expansions or other projects within the timelines anticipated; inability to achieve the business, objectives and project milestones as anticipated; results of additional work, program and exploration; adverse changes to market, political and general economic conditions or laws, rules and regulations applicable to the Company; outbreak of diseases and public health crises; the possibility of project cost overruns or unanticipated costs and expenses; accidents, labour disputes, community and stakeholder protests and other risks of the mining industry; failure of plant, equipment or processes to operate as anticipated; risk of an undiscovered defect in title or other adverse claim; factors discussed under the heading "Risk and Uncertainties" in this MD&A and "Risk Factors" in the Company’s annual information form for the year ended December 31, 2024; and other risks, including those risks set out in the continuous disclosure documents of the Company, which are available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the issuer profiles of the Company.
3
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
In addition, Forward-Looking Information herein is based on certain assumptions and involves risks related to the business of the Company. Forward-Looking Information contained herein is based on certain assumptions, including, but are not limited to, interest and exchange rates; the price of gold, silver and other metals; competitive conditions in the mining industry; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to the Company.
Although the Company has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in Forward-Looking Information in this MD&A, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on Forward-Looking Information in this MD&A. All of the Forward-Looking Information in this MD&A is qualified by these cautionary statements.
Certain Forward-Looking Information and other information contained herein concerning the mining industry and the expectations of the Company concerning the mining industry and the Company are based on estimates prepared by the Company using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.
Readers are cautioned not to place undue reliance on Forward-Looking Information. The Company does not undertake any obligation to update any of the Forward-Looking Information in this MD&A, except as required by law.
Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates
The Company is subject to the reporting requirements of the applicable Canadian Securities Laws, and as a result reports information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources in accordance with Canadian reporting requirements, which are governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). As such, the information contained in this MD&A concerning mineral properties, mineralization and estimates of mineral reserves and mineral resources is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the U.S. Securities and Exchange Commission.
Osisko Development is a Canadian-based exploration and development company focused on past-producing properties located in mining friendly jurisdictions with district scale potential. The Company’s objective is to become a continental North American intermediate producer of precious metals, through curating and advancing a portfolio of development projects and investments with potential for value creation. The principal mining assets wholly owned through subsidiaries of the Company as of March 31, 2025, are as follows:
| ● | Cariboo Gold Project (Permitted – British Columbia, Canada), owned and operated by Barkerville Gold Mines Ltd. ("Barkerville"). |
| ● | Tintic Project (including, the Trixie test mine located within the Company’s wider Tintic Project) (Test mining and exploration – Utah, United States), owned and operated by Tintic Consolidated Metals LLC ("Tintic"). |
The Board of Directors of the Company authorized a strategic review of the San Antonio Project (as defined herein), which includes exploring the potential for a financial or strategic partner in the asset or a full or partial sale of the asset. The Company engaged a financial advisor in connection with the strategic review.
4
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
As an exploration and development stage corporation, the Company does not generate sufficient cash flows to advance the evaluation and development of its various projects and properties and has historically relied on equity and debt funding to maintain financial liquidity. Continued adequate financial liquidity is dependent on management's ability to secure additional future financings; however, there can be no assurance that the Company will be able to obtain adequate financings in the future, or to complete such financings on terms favourable to the Company (refer to "Liquidity and Capital Resources").
The accompanied unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, Management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The working capital position as at March 31, 2025, will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the period ending March 31, 2026. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company’s ability to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.
2.FINANCIAL AND OPERATING HIGHLIGHTS
The table below provides selected financial information relating to Osisko Development's performance for the three months ended March 31, 2025 and relevant comparable period in 2024:
| | March 31, | ||
| | 2025 | | 2024 |
(In thousands of dollars) |
| $ |
| $ |
| | | | |
Revenues | | — | | 1,767 |
Operating loss | | (42,725) | | (20,508) |
Net loss | | (37,330) | | (7,988) |
Basic and diluted EPS | | (0.27) | | (0.09) |
Cash Flows used in operating activities | | (12,504) | | (9,061) |
| | | | |
Statistics | |
| |
|
Meters drilled - Exploration | | 3,737 | | 1,345 |
Gold sold (ounces) | | — | | 619 |
The following summarizes Osisko Development's financial and operational highlights in Q1 2025:
| ● | In Q1 2025, the Company generated no revenue and incurred an operating loss of $42.7 million, compared to $1.8 million in revenue and an operating loss of $20.5 million in Q1 2024. The decrease in revenue in Q1 2025 compared to Q1 2024 is primarily attributable to all projects being in care and maintenance during Q1 2025. The higher operating loss in Q1 2025 compared to Q1 2024 is mainly due to the impairment of $25.8 million recorded in Q1 2025 related to QR Mill. |
5
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
| ● | In Q1 2025, the Company incurred a net loss of $37.3 million, compared to a net loss of $7.9 million in Q1 2024. The increase in net loss is primarily due to the increase in operating loss discussed above. |
| ● | The net cash flows used in operating activities in Q1 2025 amounted to $12.5 million, compared to $9.1 million in Q1 2024. The increase in cash outflows is primarily due to the decline in revenue and its impact on each project’s working capital, partially offset by the reduction in general operating activities at the Tintic Project and the San Antonio Project. |
| ● | Additions to mining interests, property, plant and equipment, as well as exploration and evaluation expenses, totaled $15.3 million in Q1 2025, compared to $10.1 million in Q1 2024. The increase is mainly due to the Cariboo Gold Project ramp development and the expenditures related to the preparation of the optimized feasibility study on the Cariboo Gold Project. |
| ● | Net cash outflows used in financing activities amounted to $1.9 million in Q1 2025, compared to cash inflows of $29.1 million in Q1 2024. The decrease in cash inflows is due to an amount of US$25.0 million ($33.9 million) drawn in Q1 2024 under the credit agreement entered with National Bank of Canada. |
| ● | On February 3, 2025, the Company released drilling results from its 2024 initial exploration and historic data validation infill drill campaign at its Quesnel River Mine Prospect located within the Company's wider Cariboo Gold Project. |
| ● | On January 9, 2025, the Company announced that Mr. David Rouleau was appointed as Vice President, Project Development, and Mr. Éric Tremblay resigned from his position as Chief Operating Officer of the Company. |
| ● | On March 26, 2025, the Company appointed Philip Rabenok as Vice President, Investor Relations. Mr. Rabenok joined Osisko Development in November 2022 as Director, Investor Relations. |
4.HIGHLIGHTS – SUBSEQUENT TO Q1 2025
| ● | Effective at the opening of markets on April 17, 2025, the Company’s common share purchase warrants (the "Warrants") issued pursuant to private placements completed between October and November 2024 were listed for trading on the TSX Venture Exchange under the symbol "ODV.WT.V.". |
| ● | On April 28, 2025, the Company disclosed the results of its optimized feasibility study for the Cariboo Gold Project (“2025 FS”). The 2025 FS was completed by BBA Engineering Ltd. ("BBA") as lead independent consultant, and supported by other independent engineering firms, in accordance with NI 43-101. The Company intends to file a technical report in respect of the 2025 FS within 45 days of the date of April 28, 2025. |
5.MANAGEMENT AND BOARD COMPOSITION
The Board of Directors of Osisko Development is composed of Sean Roosen (Chair), Charles E. Page (Lead Director), Michele McCarthy, Duncan Middlemiss, David Danziger and Stephen Quin. With the exception of Mr. Quin who was appointed on December 5, 2024, all members of the Board of Directors were elected at the Company’s annual meeting of shareholders held on May 7, 2024.
Management of Osisko Development includes Sean Roosen (Chair of the Board of Directors and Chief Executive Officer), Chris Lodder (President), Alexander Dann (Chief Financial Officer and Vice President, Finance), David Rouleau (Vice
6
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
President, Project Development), Laurence Farmer (General Counsel and Vice President, Strategic Development) and Philip Rabenok (Vice President, Investor Relations).
6.EXPLORATION AND EVALUATION / MINING DEVELOPMENT ACTIVITIES
As of the date of this MD&A, the Company’s only material properties are the Cariboo Gold Project and the Tintic Project. The following sets out the key milestones, estimated timing and costs in respect of the Company’s material mineral projects, based on the Company’s reasonable expectations and intended courses of action and current assumptions and judgement, as at March 31, 2025.
Material projects’ upcoming milestones
Key Milestones for Projects |
| Expected Timing of Completion |
| Anticipated Remaining Costs* |
Cariboo Gold Project(1) | | | | |
Lowhee Zone Bulk Samples | | Q3 2025 | | $4.1 million |
Water and Waste Management | | Q4 2025 | | $6.1 million |
Electrical and Communication | | Completed – Q1 2025 | | $nil |
Pre-construction preparation & roadheader payments | | Q4 2025 | | $4.9 million |
Updated CGP Feasibility | | Q2 2025 | | $0.7 million |
Tintic Project(1) | | | | |
Regional Drilling – Phase II & CRD drilling | | Q2 2025 | | $2.5 million |
*As at March 31, 2025
Note:
| 1. | The expenditures disclosed in this table include amounts approved by the Board of Directors up until the end of June 2025. Additional expenditures will be required to complete certain of the milestones and are subject to approval by the Board of Directors. |
Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and, are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above. See "Cautionary Note Regarding Forward Looking Statements".
6.1.Cariboo Gold Project – British Columbia, Canada
The Cariboo Gold Project is a permitted advanced stage gold exploration project 100%-owned by the Company located in the historic Wells-Barkerville mining camp, in the District of Wells, central British Columbia, Canada, that extends for approximately 77 kilometres from northwest to southeast. The Company’s total land package consists of 443 mineral and placer titles which cover an area of approximately 186,740 hectares. On November 21, 2019, Osisko Gold Royalties Ltd ("OGR") acquired the Cariboo Gold Project through the acquisition of Barkerville. The Cariboo Gold Project was part of the OGR contributed assets that created the Company on November 25, 2020.
The Company released the results of a positive optimized Feasibility Study ("2025 FS") for the Cariboo Gold Project on April 28, 2025, which was prepared in accordance with NI 43-101 with an effective date of April 22, 2025. The Company intends to file a technical report in respect of the 2025 FS (the "Technical Report") on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile within 45 days of the date of April 28, 2025.
Scientific and technical information in this MD&A relating to the 2025 FS in respect of the Cariboo Gold Project is supported by the news release disseminated by the Company on April 28, 2025 (titled "Osisko Development Announces Optimized Feasibility Study for Permitted Cariboo Gold Project with C$943 Million After-Tax NPV5% and 22.1% IRR at US$2,400 / oz
7
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
Base Case Gold Price; At US$3,300 / oz Spot Gold C$2.1 Billion After-Tax NPV5% and 38.0% IRR" (the "2025 FS News Release"). The 2025 FS has been prepared by, and the 2025 FS News Release has been reviewed and approved by, independent representatives of BBA (Mathieu Belisle, P.Eng., Amanda Fitch, P.Eng.), InnovExplo, a subsidiary of Norda Stelo (Carl Pelletier, P.Geo., Tessa Scott, P.Geo., Eric Lecomte, P.Eng.), Alius (Sebastien Guido, P.Eng.), Falkirk (Katherine Mueller, P. Eng., Rob Griffith, P.Eng., Nikolay Sidenko, P. Geo.), WSP (Paul Gauthier, P.Eng.), Okane (Rachel Sawyer, P.Eng., Yapo Allé-Ando, M.A.Sc., P.Eng.), Integrated Sustainability (AJ MacDonald, M.A.Sc., P.Eng., P.E.), Clean Energy (Philip Clark, P.Eng., P.E.), and JDS (Jean-François Maillé, P.Eng.), each of whom is a "qualified person" (within the meaning of NI 43-101) (each, a "QP"). Each QP is independent of Osisko Development and has reviewed and approved the content of this MD&A as it pertains to their respective responsibilities. They confirm that it fairly and accurately reflects, in both form and context, the information contained in the corresponding sections of the 2025 FS. At the effective date of the 2025 FS, each QP has certified that, to the best of their knowledge, information, and belief, the parts of the 2025 FS for which they were responsible, contain all scientific and technical information required to be disclosed to make the 2025 FS not misleading.
When filed, the Technical Report will supersede the technical report titled "NI 43-101 Technical Report, Feasibility Study for the Cariboo Gold Project, District of Wells, British Columbia" (as amended) dated January 12, 2023 (with an effective date of December 30, 2022) (the "2023 Technical Report") which provides the results of the 2023 feasibility study (the "2023 FS"). Readers are cautioned that there are material changes to scientific and technical information since the 2023 Technical Report as outlined in the 2025 FS News Release. The key assumptions, parameters and methods used in the 2025 FS, certain of which are described in the 2025 FS News Release, will be further described in the Technical Report. For readers to fully understand the information contained in the 2025 FS, reference should be made to the full text of the Technical Report, once filed, including all assumptions, qualifications and limitations therein. The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.
The 2025 FS confirms strong economics for a low-impact underground operation using mechanized bulk mining methods, with attractive operating costs, manageable capital requirements, and is well-positioned to benefit from favorable macroeconomic and gold price trends. The planned processing plant and surface infrastructure design have been strategically optimized to accommodate potential future expansion options. The Cariboo Gold Project is envisioned as a traditional underground operation, employing mechanized long-hole open stoping to extract ore from gold-bearing vein corridors - an intricate network of mineralized quartz veins predominantly hosted within unmineralized sandstone. The Company anticipates that the potential development of the Cariboo Gold Project may provide a basis for progress towards the establishment of a broader mining district camp, including development of multiple deposits over several trends totaling approximately 80 km of mineralization.
A summary of the 2025 FS results is presented in the below tables:
Cariboo Gold 2025 FS – Key Results and Assumptions (after-tax) | | | | |||
Metric | | Units | | Base Case | | Spot Case |
Gold price | | US$/oz | | $2,400 | | $3,300 |
Exchange rate | | USDCAD | | 1.35 | | 1.40 |
Net Present Value at 5% discount | | $ mm | | 943 | | 2,066 |
Internal Rate of Return (IRR) | | % | | 22.1% | | 38.0% |
Payback, from commercial production | | years | | 2.8 | | 1.6 |
Average annual free cash flow1 | | $ mm | | 158 | | 314 |
Average AISC, LOM1 | | US$/oz | | 1,157 | | 1,167 |
Notes:
| 1. | All-in sustaining costs per ounce and free cash flow are non-IFRS measures or ratios. Refer to "Non-IFRS Financial Measures" for more information. |
| 2. | Spot case is based on the LBMA gold price as of the close of business on April 23, 2025, rounded to nearest $100/oz and the USDCAD exchange rate is based on the Bank of Canada daily exchange rate, rounded to nearest five cents. |
8
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
Cariboo Gold 2025 FS vs. 2023 FS – Project Operating and Financial Metrics | | | | |||
Assumptions | | Units | | 2023 FS | | 2025 FS |
Gold price | | US$/oz | | 1,700 | | 2,400 |
Exchange rate | | USDCAD | | 1.30 | | 1.35 |
Discount rate | | % | | 5.0% | | 5.0% |
Production | | | | | | |
Mine life | | yrs | | 12.0 | | 10.0 |
Total ore mined | | kt | | 16,703 | | 17,815 |
Peak annual throughput | | tpd | | 4,900 | | 4,900 |
Average gold head grade | | g/t Au | | 3.78 | | 3.62 |
Total contained gold | | koz | | 2,031 | | 2,071 |
Avg. gold recovery | | % | | 92.0% | | 92.6% |
Total recovered gold, payable | | koz | | 1,869 | | 1,894 |
Avg. gold production, LOM | | koz/yr | | 164 | | 190 |
Avg. gold production, first 5 yrs | | koz/yr | | 96 | | 202 |
Operating Unit Costs | | | | | | |
Underground mining | | $/t mined | | 53.6 | | 62.3 |
Processing | | $/t mined | | 31.2 | | 23.2 |
Water and waste management | | $/t mined | | 7.2 | | 5.0 |
Electrical transmission line | | $/t mined | | — | | 4.9 |
General and administrative | | $/t mined | | 10.7 | | 15.4 |
Total unit operating costs | | $/t mined | | 102.6 | | 110.7 |
Total operating costs | | $ mm | | 1,714 | | 1,921 |
Royalty payments | | $ mm | | 206 | | 292 |
Offsite charges | | $ mm | | 5 | | 143 |
Operating Costs | | | | | | |
Total cash costs2 | | US$/oz | | $792 | | $947 |
AISC2 | | US$/oz | | $968 | | $1,157 |
Capital Expenditures | | | | | | |
Initial costs | | $ mm | | 137.3 | | 881 |
Expansion costs | | $ mm | | 451.1 | | — |
Sustaining costs | | $ mm | | 466.6 | | 426 |
Closure costs, net3 | | $ mm | | (38.90) | | 99 |
Total capex | | $ mm | | 1,016 | | 1,406 |
Economics (after-tax) | | | | | | |
Total free cash flow, LOM2 | | $ mm | | 901 | | 1,577 |
Net Present Value (NPV5%) | | $ mm | | 502 | | 943 |
Internal Rate of Return (IRR) | | % | | 20.7% | | 22.1% |
Payback, from commercial production | | yrs | | 5.9 | | 2.8 |
Average free cash flow, first 5 yrs2 | | $ mm | | (63.00) | | 296 |
Average free cash flow, LOM2 | | $ mm | | 75 | | 158 |
Notes:
| 1. | Total may not add up due to rounding. |
| 2. | Cash costs, all-in sustaining costs per ounce and free cash flow are non-IFRS measures or ratios. Refer to "Non-IFRS Financial Measures" for more information. Total cash costs are presented on a per ounce payable basis inclusive of total operating costs mining costs, processing costs, site G&A costs, royalties, smelting, refining, and transports costs. AISC are presented on a per ounce payable basis and include cash costs plus sustaining and closure costs. |
| 3. | Closure costs are shown net of salvage value. |
| 4. | Pre-final investment decision capital costs total $38.6 million. |
Mineral Resources Estimate
The Mineral Resources estimate included in the 2025 FS have an effective date of April 22, 2025, and are reported exclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The Mineral Resources estimate have been updated (relative to the 2023 FS) to account for depletion in the Lowhee Zone, due to ongoing development and bulk sample activities, as well as for changes in costs and cut-off grade assumptions. This
9
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
resulted in an aggregate increase of 3% of the total contained gold ounces in the Indicated Resources category and an increase of 8% of the total contained gold ounces in the Inferred Resources category as compared to the 2023 FS.
There is no certainty that Mineral Resources will be converted into Mineral Reserves. Mineral Resources include Inferred Mineral Resources which have had insufficient work to classify them as Indicated Mineral Resources. It is uncertain but reasonably expected that Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Cariboo Gold 2025 FS – Mineral Resources Statement (April 22, 2025) | | | | |||
Category / Zone | | Tonnage | | Gold Grade | | Contained Gold |
| | (000's tonnes) | | (g/t) | | (000's oz) |
Measured | | | | | | |
Bonanza Ledge | | 47 | | 5.06 | | 8 |
Indicated | | | | | | |
Bonanza Ledge | | 32 | | 4.02 | | 4 |
BC Vein | | 1,057 | | 3.00 | | 102 |
KL | | 527 | | 2.80 | | 47 |
Lowhee | | 1,333 | | 2.76 | | 118 |
Mosquito | | 1,553 | | 2.96 | | 148 |
Shaft | | 6,121 | | 2.92 | | 575 |
Valley | | 2,718 | | 2.70 | | 236 |
Cow | | 3,991 | | 2.91 | | 374 |
Total Indicated Resources | | 17,332 | | 2.88 | | 1,604 |
Total Measured & Indicated | | 17,380 | | 2.88 | | 1,612 |
Inferred | | | | | | |
BC Vein | | 596 | | 3.17 | | 61 |
KL | | 2,514 | | 2.53 | | 205 |
Lowhee | | 486 | | 3.01 | | 47 |
Mosquito | | 1,883 | | 3.08 | | 186 |
Shaft | | 7,457 | | 3.44 | | 826 |
Valley | | 2,470 | | 3.01 | | 239 |
Cow | | 3,368 | | 2.78 | | 301 |
Total Inferred Resources | | 18,774 | | 3.09 | | 1,864 |
Notes:
| 1. | The independent and qualified persons for the Mineral Resources estimates, as defined by NI 43-101, are Carl Pelletier, P.Geo., and Tessa Scott, P.Geo. (Norda Stelo). The effective date of the 2025 Feasibility Study Mineral Resource Estimate is April 22, 2025. |
| 2. | These Mineral Resources, exclusive of the reserves, are not Mineral Reserves and do not have demonstrated economic viability. |
| 3. | The Mineral Resources estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines. |
| 4. | A total of 481 vein zones were modelled for the Cow Mountain (Cow and Valley), Island Mountain (Shaft and Mosquito), Barkerville Mountain (BC Vein, KL, and Lowhee) deposits and one gold zone for Bonanza Ledge. A minimum true thickness of 2.0 m was applied, using the gold grade of the adjacent material when assayed or a value of zero when not assayed. |
| 5. | The estimate is reported for a potential underground scenario at a cut-off grade of 1.8 g/t Au, except for Bonanza Ledge at a cut-off grade of 3.5 g/t Au. The cut-off grade for the Cow, Valley, Shaft, Mosquito, BC Vein, KL, and Lowhee deposits was calculated using a gold price of US$2,400/oz; a USDCAD exchange rate of 1.35; an underground mining cost of $66.3/t; a processing and transport cost of $30.80/t; a G&A plus Environmental cost of $22.40/t; and a sustaining CAPEX cost of $45.6/t. No changes have been applied for the Bonanza Ledge. The cut-off grade for the Bonanza Ledge deposit was calculated using a gold price of US$1,700/oz; a USDCAD exchange rate of 1.27; an underground mining cost of $79.13/t; a processing and transport cost of $65.00/t; and a G&A plus Environmental cost of $51.65/t. The cut-off grades may be re-evaluated in light of future prevailing market conditions (metal prices, exchange rate, mining cost, etc.). |
| 6. | Density values for Cow, Shaft, Lowhee, and BC Vein were estimated using the ID2 interpolation method, with a value applied for the non-estimated blocks of 2.80 g/cm3 for Cow, 2.78 g/cm3 for Shaft, 2.74 g/cm3 for Lowhee, and 2.69 g/cm3 for BC Vein. Median densities were applied for Valley (2.81 g/cm3), Mosquito (2.79 g/cm3), and KL (2.81 g/cm3). A density of 3.20 g/cm3 was applied for Bonanza Ledge. |
10
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
| 7. | A four-step capping procedure was applied to composited data for Cow (3.0 m), Valley (1.5 m), Shaft (2.0 m), Mosquito (2.5 m), BC Vein (2.0 m), KL (1.75 m), and Lowhee (1.5 m). Restricted search ellipsoids ranged from 7 to 50 g/t Au at four different distances ranging from 25 m to 250 m for each deposit. High grades at Bonanza Ledge were capped at 70 g/t Au on 2.0 m composited data. |
| 8. | The gold Mineral Resources for the Cow, Valley, Shaft, Mosquito, BC Vein, KL, and Lowhee vein zones were estimated using Datamine StudioTM RM 1.9 software using hard boundaries on composited assays. The dilution halo gold mineralization was estimated using Datamine StudioTM RM Pro 1.11. The OK method was used to interpolate a sub-blocked model (parent block size = 5 m x 5 m x 5 m). Mineral Resources for Bonanza Ledge were estimated using GEOVIA GEMSTM 6.7 software using hard boundaries on composited assays. The OK method was used to interpolate a block model (block size = 2 m x 2 m x 5 m). |
| 9. | Results are presented in situ. Ounce (troy) = metric tons x grade / 31.10348. Calculations used metric units (metres, tonnes, g/t). The number of tonnes were rounded to the nearest thousand. Any discrepancies in the totals are due to rounding effects. Rounding followed the recommendations as per NI 43-101. |
| 10. | The qualified persons responsible for this section of the technical report are not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Mineral Resource estimate other than those disclosed in this MD&A and, once available, in the Technical Report. |
Mineral Reserves Estimate
The 2025 FS outlines a Probable Mineral Reserves estimate (with an effective date of April 10, 2025) which is increased slightly from the 2023 FS due to the adjustment of the cut-off-grade dictated by an accelerated ramp-up schedule to 4,900 tonnes per day (“tpd”) throughput relative to the 2023 FS. Only Mineral Resources that were classified as Measured and Indicated were given economic attributes in the mine design and when demonstrating economic viability were classified as Mineral Reserves. Mineral Resources are not Mineral Reserves and economic viability of Mineral Resources that are not Mineral Reserves have not been demonstrated. There are no assurances that further work on Mineral Resources will be converted to Mineral Reserves that can be mined economically.
Cariboo Gold 2025 FS – Mineral Reserves Statement (April 10, 2025) | | | | |||
Category / Zone | | Tonnage | | Gold Grade | | Contained Gold |
| | (tonnes) | | (g/t) | | (oz) |
Proven | | — | | — | | — |
Probable | | | | | | |
Cow | | 3,999,971 | | 3.35 | | 430,548 |
Valley | | 3,238,636 | | 3.59 | | 374,058 |
Shaft | | 8,548,295 | | 3.72 | | 1,021,599 |
Mosquito | | 1,105,370 | | 3.94 | | 140,102 |
Lowhee | | 923,162 | | 3.52 | | 104,491 |
Total Proven & Probable | | 17,815,435 | | 3.62 | | 2,070,798 |
Notes:
| 1. | Totals may not add up due to rounding. |
| 2. | The Mineral Reserve estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines. |
| 3. | Mineral Reserves used the following assumptions: US$1,915/oz gold price, USD:CAD exchange rate of 1.32, and variable cut-off value from 1.70 g/t to 2.0 g/t Au |
| 4. | Mineral Reserves include both internal and external dilution along with mining recovery. The external dilution is estimated to be 10.1%. The average mining recovery factor was set at 91.3% to account for ore left in each block in the margins of the deposit. |
The mineral resource estimate is built upon over 650,000 meters of core from the 2015 to 2021 drill campaigns, and historically verified drill data using a total of 4,064 drill holes. An understanding of the controls of mineralization enabled Osisko Development's technical team to construct a mineral resource estimate constrained by lithology, alteration, structure and mineralization.
The 2025 FS considers a single milling facility at the mine site for processing, removing the need to transport flotation concentrate to the QR Mill. As at March 31, 2025, this change was considered an indicator of impairment for the QR Mill
11
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.8 million related to the Mining Interests related to the QR Mill. On March 31, 2025, the net book value related to the QR Mill Mining Interest was entirely written off as it is estimated that the net book value will not be recovered by expected net profits to be generated from future sale of precious metals.
Permitting and Environmental Assessment Process
Osisko Development started the Environmental Assessment ("EA") process in the spring of 2019 for the Cariboo Gold Project.
On October 27, 2021, the Province of British Columbia, Lhtako Dené First Nation and the Company announced the approval of amendments to Mines Act Permits M-238 and M-198 allowing for the expansion of the existing Bonanza Ledge II underground mine. At the time, these amendments supported the employment of additional workers at the mine. The expansion of the Bonanza Ledge II Project allowed for continuity of certain mining activities while the Cariboo Gold Project environmental assessment was underway. In July 2021, the province of British Columbia authorized a permit to extract a bulk sample of 10,000 tonnes of mineralized material, the development of a portal and up to 2,100 m of drift to access the mineral deposit.
On October 10, 2023, the Company announced that it received an EA certificate (the "EA Certificate") for the Company’s 100%-owned Cariboo Gold Project. The EA Certificate was granted by the Environmental Assessment Office of the Province of British Columbia ("EAO") and was supported by approval decisions from The Honourable George Heyman, Minister of Environment and Climate Change Strategy and The Honourable Josie Osbourne, Minister of Energy, Mines and Low Carbon Innovation (now Ministry of Mining and Critical Minerals). Receipt of the EA Certificate successfully concluded the EA process for the Cariboo Gold Project launched in October 2019, and completed in consultation with and the support of the First Nations partners. On November 7, 2024, the Company announced that while it had yet to reach an agreement with the Xatśūll First Nation, it remained committed to ongoing engagement and consultation.
On May 31, 2023, the Company submitted its Joint Permit Application ("JPA") and passed the screening phase of the permit in September 2023 after submitting the final, revised application. Through four rounds of review from the Mine Review Committee, the Company responded to, addressed, and closed over 1,800 comments from various stakeholders.
On November 20, 2024, the Company was granted permits pursuant to the Mines Act (British Columbia) for its Cariboo Gold Project. Subsequently, on December 12, 2024, the Company was granted permits pursuant to the Environmental Management Act (British Columbia) ("EMA") for the Cariboo Gold Project. Together with the Mines Act (British Columbia) permits, these approvals mark the successful completion of the permitting process for key approvals, solidifying the Cariboo Gold Project's shovel-ready status.
The Mines Act (British Columbia) permits grant the Company the ability to proceed with the construction, operation and reclamation activities on each of the sites outlined within the scope of the Cariboo Gold Project. The EMA permits pertain to any Cariboo Gold Project-related discharges to the environment, including water and air, and the framework and limitations thereof, within the areas outside of the immediate mine sites.
Following the positive decision by the Environmental Assessment Office to grant the Project an Environmental Assessment Certificate (#M23-01), the Project underwent a robust and rigorous review by a dedicated Mine Review Committee, set up by the Major Mines Office, and subsequently received the following permits for the Cariboo Gold Project:
12
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
| ● | M-247 – Mines Act permit for the Mine Site Complex and Bonanza Ledge; |
| ● | M-198 – Mines Act permit for the QR Mill; |
| ● | PE-111511 – Environmental Management Act Permit for the Mine Site Complex; |
| ● | PE-12601 – Environmental Management Act Permit for QR Mill; and |
| ● | PE-17876 – Environmental Management Act Permit for Bonanza Ledge. |
The Company is confident a robust consultation process was followed in relation to the receipt of the Mines Act (British Columbia) permits and EMA permits for the Cariboo Gold Project and continues to actively consult and engage with its First Nations partners and other stakeholders. While any party may seek to have the decisions related to the Mines Act (British Columbia) permits and/or EMA permits reviewed by the courts, the Company does not expect that such a review will impact its ability to proceed with the construction and operation of the Cariboo Gold Project in accordance with the approved permits.
Work is ongoing with the Ministry of Water, Land and Resource Stewardship and the Ministry of Forests, on obtaining all necessary approvals for the construction of the transmission line, expected in H2 2025.
Cariboo Gold Project – Permitting Timeline Summary (successfully completed)
As of March 31, 2025, the Cariboo Gold Project has successfully completed the permitting process. The history of the process is summarized in the following highlights:
| ● | Signing Ceremony on October 23, 2022 with Lhtako Dené First Nation's Elders and Members in Wells and Quesnel was an important event for the life of project agreement between Lhtako Dene First Nation and Osisko Development highlighting the importance of our partnership and mutual support and benefits. |
| ● | The Revised Application for the EA Process was submitted to the EAO of British Columbia on October 14, 2022 for the Cariboo Gold Project. The 1,700 comments received by the different reviewers were successfully addressed. |
13
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
| ● | In parallel to the EA process, the Company initiated an official application for the permitting of the Cariboo Gold Project with the submission of the Project Description to the Ministry on September 30, 2022. The Company received the IRT in November 2022 and received the EA Certificate in October 2023. |
| ● | All drilling and geologic modeling work has been completed. |
| ● | All permits were received for the bulk sample in the Lowhee deposit area, which includes 2,100 metres of underground development and the removal of 10,000 tonnes of mineralized material for further sorter testing. |
| ● | Outside of the Cariboo Gold Project area there are 38 mineralized target zones, 21 of which require follow-up and 12 that are high quality drill-ready targets, demonstrating the years of ongoing exploration in the mineral rights held by Osisko Development around the Cariboo Gold Project. |
| ● | Received Mines Act (British Columbia) permits and EMA permits in Q4 2024, successfully completing the permitting process for key approvals for the Cariboo Gold Project. |
Bulk Sample
| ● | During Q1 2024, under an existing provincial permit, the Company commenced an underground development drift from the existing Cow Portal into the Cariboo Gold Project's Lowhee Zone. The objective of the bulk sample work program is to reach the ore body and extract a bulk sample of up to 10,000 tonnes of mineralized material for ore sorter, heavy equipment testing and mining tests. |
| ● | To date, 100% of the planned underground development totaling approximately 1,172 meters has been successfully completed to reach the target area. |
| ● | The extraction, sampling, assaying, and analysis of mineralized material from the target zone is progressing. To date, approximately 7,400 tonnes of material have been extracted, with additional targeted sampling contemplated to complete the 10,000-tonne program. Completion of the program has been extended into the third quarter of 2025 due to lengthy timeframes for receiving assay results and analyzing the data, as well as challenges in sourcing and securing a suitable processing facility to produce gold doré. Once all information is available, a reconciliation process will be undertaken to compare the bulk sample results with the predicted tonnes and grade. |
Project Financing
| ● | The Company is actively engaged in ongoing discussions on various funding options, including a comprehensive project construction financing package, for the development of the Cariboo Gold Project. |
| ● | Complete detailed engineering on processing, water treatment and waste management for the potential start-up of the Cariboo Gold Project. |
| ● | Continue stakeholder engagement and consultation with Xatśūll First Nation and District of Wells to facilitate an agreement being reached with stakeholders. |
| ● | Continue detailed engineering of the transmission line for connection to the BC Hydro grid. |
| ● | Complete the bulk sample program in respect of the Cariboo Gold Project. |
| ● | Secure project financing. |
14
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
6.2.Bonanza Ledge II Project – British Columbia, Canada
The Bonanza Ledge II project is a small scale and short life project that was put into care and maintenance in early June 2022. The project allowed the Company to facilitate (i) opportunities for managing historical reclamation obligations inherited by the Company, (ii) hands on training and commissioning of the Company’s mining and processing complex for the Cariboo Gold Project and (iii) the maintenance of the economic and social benefits for the First Nations partners and communities. While working through the environmental assessment review, permitting process and the Cariboo FS, the Company produced approximately 11,424 gold ounces at its Bonanza Ledge II project.
The Company started mining operations at its Bonanza Ledge II project in the first quarter of 2021 as it was granted in Q1 2021, a notice of departure from the Ministry of Energy, Mines and Low Carbon Innovation of British Columbia. The Company announced on October 27, 2021 receipt of the final amendments for the Bonanza Ledge II mine and QR mill permits.
See section "Risk Factors: Operations Not Supported by a Feasibility Study".
6.3.Tintic Project – Utah, U.S.A.
The Tintic Project is located in western Utah County, approximately 64 km south of Provo, Utah and 95 km south of Salt Lake City. The property on which the Trixie test mine or Trixie deposit is located encompasses most of the East Tintic District, surrounding and immediately east of the incorporated town of Eureka. The area of the Tintic Project owned or controlled by Osisko Development comprises 1,370 claims totaling 7,601 ha (18,783 acres) of patented mining claims (22 of which are leased patented claims) and a further 110 mining claims of approximately 731 ha (1,807 acres), which are unpatented. Osisko Development owns a small and varying percentage, interest or royalty in a number of other claims outside the main claim package.
Scientific and technical information relating to the Tintic Project and the updated mineral resource estimate for the Trixie deposit (the "2024 Trixie MRE"), including information provided in the table "2024 Trixie MRE Statement", is supported by the technical report titled "NI 43-101 Technical Report, Mineral Resource Estimate for the Trixie Deposit, Tintic Project, Utah, United States of America" and dated April 25, 2024 (with an effective date of March 14, 2024) (the "Tintic Technical Report"), prepared for the Company by independent representatives of Micon International Limited, being William Lewis, P. Geo, Alan J. San Martin, MAusIMM(CP) and Richard Gowans, P. Eng. Information relating to the Tintic Project and the 2024 Trixie MRE provided herein is qualified in its entirety by the full text of the Tintic Technical Report, which is available electronically on the Company’s website, SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company’s issuer profile, including the assumptions, qualifications and limitations therein. For readers to fully understand information relating to the Tintic Project and the 2024 Trixie MRE provided herein, reference should be made to the full text of the Tintic Technical Report, including all assumptions, qualifications and limitations therein. The Tintic Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.
Acquisition of Tintic
On May 27, 2022, Osisko Development acquired 100% of Tintic through the purchase of: (i) IG Tintic's direct 75% ownership in Tintic; and (ii) all issued and outstanding stock of Chief Consolidated Mining Company ("Chief"). Immediately following the closing of the transaction, Chief completed a merger with a newly formed subsidiary of the Company (the "Merger"), such that, following completion of the Merger, Chief is now owned by the Company. The total consideration to the vendors in the aggregate amount of approximately US$156.6 million ($199.5 million), comprised of: (i) cash payments of approximately US$58.7 million ($74.7 million), (ii) the issuance to the sellers of convertible instruments amounting to $10.8 million (iii) the issuance of 12,049,449 common shares of the Company and, (iv) Deferred consideration and contingent payments fair valued at $15.1 million.
The deferred payments consist of an amount of US$12.5 million payable in equal instalments annually over five years in cash or shares at the Company’s election; (ii) two 1% NSR royalty grants, each with a 50% buyback right in favour of the Company for US$7.5 million which is exercisable within 5 years; (iii) a right to receive the financial equivalent of 10% of the
15
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
net smelter returns from stockpiled mineralized material extracted from the Tintic Project since January 1, 2018 and sitting on surface; and (iv) US$10 million contingent upon commencement of production at the Burgin Mine.
With the completion of the transaction, the Company acquired 100% ownership of the producing Trixie test mine, as well as mineral claims covering more than 17,000 acres in Central Utah's historic Tintic Mining District. Tintic's ongoing exploration work has demonstrated potential for expansion and further discovery both at the Trixie test mine and the broader land package. It is hoped that the acquisition of Tintic will, as a result of exploration efforts, serve to accelerate the Company’s path towards becoming a mid-tier gold producer and add further opportunity to explore and develop another project in its portfolio.
Exploration Program
The Tintic Project consists of 23 past producing precious and base metal mines located in the East Tintic Mining District, Utah, 95 km southwest of Salt Lake City. The Tintic Project is comprised of more than 20,500 acres (8,333 ha), including 18,783 acres (7,601 ha) of patented mining claims.
In 2022, the Company completed 28 surface reverse circulation ("RC") drill holes near Trixie totaling approximately 8,442 m and 62 underground diamond drill ("DD") holes in the 625 level at Trixie totaling approximately 3,232 m using two surface RC rigs and two underground diamond drill rigs. Continuous underground face samples were collected along all development at Trixie, and together with drill results, formed the basis of an initial mineral resource estimate at Trixie completed in January 2023.
In 2023, the Company completed 73 underground DD holes at Trixie totaling approximately 6,028 m (19,776 ft). All assays from 2023 have now been finalized. For additional information please refer to the Company’s news release dated February 22, 2024.
Between December 2023 and May 2024, the Company completed two surface DD holes at the Big Hill target area totaling approximately 2,920 m (9,581 ft). Results of the drilling are currently being used to vector towards future exploration targets. In 2023, the Company completed a total of 6,028 m (19,776 ft) of underground drilling in 73 diamond drill holes at Trixie. Assays were finalized up to hole TRXU-DD-23-069 and were included in the 2024 Trixie MRE.
The 2024 Trixie MRE incorporated an additional 1,674 underground chip samples over 1,678 m (5,507 ft) of underground development, and 7,385 m of drilling (24,229 ft) in 122 holes completed by the Company since the release of the Initial Trixie MRE, with an effective date of January 10, 2023. The 2024 Trixie MRE includes Inferred Mineral Resources which have had insufficient work to classify them as Indicated mineral resources. It is uncertain but reasonably expected that inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration.
|
| 2024 Trixie MRE Statement | ||||||||
| | | | | | Contained | | | | Contained |
| | Tonnes | | Au Grade | | Gold | | Ag Grade | | Silver |
Classification | | (000's) | | (g/t) | | (000's oz) | | (g/t) | | (000's oz) |
Measured |
| 120 | | 27.36 | | 105 | | 61.73 | | 238 |
Indicated |
| 125 | | 11.17 | | 45 | | 59.89 | | 240 |
Measured and Indicated |
| 245 | | 19.11 | | 150 | | 60.8 | | 478 |
Inferred |
| 202 | | 7.8 | | 51 | | 48.55 | | 315 |
Notes:
1. | Effective date of the 2024 Trixie MRE is March 14, 2024. |
2. | Each of Mr. William Lewis, P.Geo., of Micon International Limited and Alan J. San Martin, MAusIMM(CP), of Micon International Limited (i) has reviewed and validated the 2024 Trixie MRE, (ii) is considered to be independent of the Company for purposes of Section 1.5 of NI 43-101, and (iii) is a "qualified person" within the meaning of NI 43-101. |
3. | The Mineral Resources estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines. |
16
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
4. | Mineral resources are reported when they are within potentially mineable shapes derived from a stope optimizer algorithm, assuming an underground longhole stoping mining method with stopes of 6.1 m x 6.1 m x minimum 1.5 m dimensions. |
5. | Mineral resources that are not mineral reserves do not have demonstrated economic viability. |
6. | Geologic modelling was completed by Osisko Development modeling geologist Jody Laing, P.Geo, using Leapfrog Geo software. The 2024 Trixie MRE was completed by Osisko Development chief resource geologist, Daniel Downton, P.Geo using Datamine Studio RM 2.0 software. William Lewis and Alan J. San Martin of Micon International Limited independently reviewed and validated the mineral resource model. |
7. | The estimate is reported for an underground mining scenario and with USD assumptions. The cut-off grade of 4.32 g/t Au was calculated using a gold price of US$1,750/oz, a CAD: USD exchange rate of 1.3; total mining, processing and G&A costs of US$168.04/imperial ton; a refining cost of US$2.65/ounce; a combined royalty of 4.50%; and an average metallurgical gold recovery of 80%. |
8. | The stope optimizer algorithm evaluated the resources based on a gold equivalent grade which incorporates the silver grade estimate and assumes a silver price of US$23/oz and metallurgical silver recovery of 45%. |
9. | Average bulk density values in the mineralized domains were assigned to the T2 (2.955 T/m3), T3 (2.638 T/m3), T4 (2.618 T/m3), Wild Cat, and 40 Fault (2.621 T/m3), and 75-85 (2.617 T/m3) domains. |
10. | Inverse Distance Squared interpolation method was used with a parent block size of 1.2 m x 2.4 m x 2.4 m. |
11. | The 2024 Trixie MRE results are presented in-situ. Calculations used metric units (metres, tonnes, g/t). The number of tonnes is rounded to the nearest thousand. Any discrepancies in the totals are due to rounding effects. |
12. | Neither the Company nor Micon International Limited’s qualified persons are aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing or other relevant issue that could materially affect the mineral resource estimate other than disclosed in the 2024 Trixie MRE. |
In 2024, the Company completed surface exploration drilling for porphyry copper-gold-molybdenum at the Big Hill target. A total of 9,581 feet (2,920 meters) between two drill holes were drilled at Big Hill, which completed the initial proposed drill plan for Big Hill. The first drill hole was completed to a depth of 1,297 meters (4,257 feet) when it transitioned out of the prospective alteration zone. The second drill hole was repositioned at a modified angle and completed to a depth of 1,623 m (5,324 ft). At Trixie, a drill hole was completed to a depth of 759.6 meters (2,492 ft) when it crossed the Eureka Lily Fault to the east and out of the prospective alteration zone.
As part of an ongoing Phase II regional drilling program that commenced in December 2024, the Company is progressing toward the completion of two drill holes at the Big Hill West and Zuma porphyry targets, which are expected to be completed in the coming months.
Data compilation from historic mines in the area is ongoing and anticipated to generate additional drill targets on the greater Tintic Project property.
The development of an underground ramp, which commenced in July 2022, was completed to the 625 level in Q3 2023 with the breakthrough occurring at the end of September. The Company anticipates that the decline ramp will improve underground access for exploration and may potentially support an increase in productivity and mining rates in the future.
The ability to achieve any increase in production and the capital required to increase production are the subject of pending technical work. There can be no assurance that technical work will provide justification for further development, support the ability to increase production or demonstrate the ability to increase production through a low-capital expenditure expansion of the existing facilities. The ability to recommence and expand operations is subject to risks which include the possible need for additional or amended permits, licenses and approvals, risks related to mining operations, the need for additional capital and/or operating expenditures, commodity prices justifying such work, potential scarcity of employees, environmental risks and approvals and the limited knowledge of the mineralized material available on site.
The Company cautions that its prior decision to commence small-scale underground mining activities and batch vat leaching at the Trixie test mine was made without the benefit of a feasibility study, or reported mineral resources or mineral reserves, demonstrating economic and technical viability, and, as a result there may be increased uncertainty of achieving any
17
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
particular level of recovery of material or the cost of such recovery. The Company cautions that historically, such projects have a much higher risk of economic and technical failure. Small scale test-mining at Trixie was suspended in December 2022, resumed in the second quarter of 2023 and, suspended again in December 2023. If and when small-scale test-mining at Trixie re-commences, there is no guarantee that production will continue as anticipated or at all or that anticipated production costs will be achieved. The failure to continue production may have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs may have a material adverse impact on the Company’s cash flow and potential profitability. The Company cautions that historically, such projects have a much higher economic or technical risks. In continuing current operations at Trixie, the Company has not based its decision to continue such operations on a feasibility study, or reported mineral resources or mineral reserves demonstrating economic and technical viability.
On March 15, 2024, the Company announced the results of the 2024 Trixie MRE. Compared to the initial mineral resource estimate for the Trixie deposit (effective date of January 10, 2023), contained gold ounces in measured and indicated resources decreased by 29% and inferred resources decreased by 79% primarily due to lower estimated grades that incorporated an updated geologic model interpretation and conversion of inferred resources. Drill results and underground mapping from the 2023 exploration program improved the knowledge of the extent and distribution of mineralization, resulting in modeling improvements to both mineralization and the historical mine shape model. A copy of the Tintic Technical Report in respect of the 2024 Trixie MRE was subsequently filed on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company’s issuer profile on April 26, 2024.
The test mining operations at Trixie were suspended in December 2023 and are expected to remain in care and maintenance for the foreseeable future. As such, on December 31, 2023, an impairment charge of $160.5 million on the Trixie test mine was recorded and the net assets of the Trixie test mine were written down to their net estimated recoverable amount (including mining interest and property, plant and equipment).
During the quarter, a small-scale heap leach project was undertaken to re-treat certain tailings and stockpile material, with modest gold ounce production expected to begin in Q2 2025. Management continues to evaluate options for the next steps at the Tintic Project.
Please see the caution section "Risk Factors: Operations Not Supported by a Feasibility Study".
6.4.San Antonio Gold Project – Sonora State, Mexico
In addition to the Cariboo Gold Project and Tintic Project, the Company also owns the San Antonio gold project (the "San Antonio Project"). The San Antonio Project is not considered a material property of the Company as of March 31, 2025 and the date of this MD&A, and has been under care and maintenance since Q3 2023. No drilling has occurred on the San Antonio Project since 2021 and there has not been any ongoing exploration program in respect of the San Antonio Project since then.
Scientific and technical information relating to the San Antonio Project and mineral resource estimate on the San Antonio Project (the "2022 Sapuchi MRE") is supported by the technical report titled "NI 43-101 Technical Report for the 2022 Mineral Resource Estimate on the San Antonio Project, Sonora, Mexico", dated July 12, 2022 with an effective date of June 24, 2022 (the "San Antonio Technical Report"). Information relating to the San Antonio Project and the 2022 Sapuchi MRE provided herein is qualified in its entirety by the full text of the San Antonio Technical Report, which is available electronically on the Company's website, SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company's issuer profile. For readers to fully understand the information relating to San Antonio Project and the 2022 Sapuchi MRE, reference should be made to the full text of the San Antonio Technical Report, including all assumptions, qualifications and limitations therein. The San Antonio Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.
The San Antonio Project is a past-producing oxide copper mine. In 2020, following the acquisition of this project, the Company concentrated its efforts on obtaining the required permits and amendments to the permits to perform its activities.
18
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The Company has filed preventive reports for the processing of the gold stockpile on site and for a drilling program for the Sapuchi, Golfo de Oro and California zones.
The Company also initiated the following activities:
| ● | Commencement of the Environmental Impact Manifest (or Manifestacion de Impacto Ambiental ("MIA")); |
| ● | An environmental baseline study (completed); |
| ● | Awarding the Engineering, Procurement, Construction and Management contract for the process of the stockpile. |
On April 29, 2023, Mexico's Senate approved a wide-ranging reform of laws governing the mining industry, including a requirement that companies pay a percentage of profits to various stakeholders. The new mining law reduces the maximum length of concessions from 50 to 30 years and may allow authorities to cancel concessions if no work is done on them within two years. The Company is closely monitoring the situation and will continue to assess the potential impacts on its Mexican assets.
Since Osisko Development's acquisition of the San Antonio Project in November 2020, the Company has successfully achieved the following operational milestones:
| ● | The construction of a leach pad and carbon in column plant at the end of 2021 to process stockpiled mineralized material. |
| ● | 1.1 million tonne stockpile with an average grade of 0.58 g/t Au was placed on the heap leach pad. |
| ● | A total of 13,591 net ounces of gold was sold from the San Antonio heap leach pad. |
| ● | Processing of the stockpile inventory was completed in Q3 2023. |
Permitting
The Company continued the various permitting activities starting in 2020. These activities consist of obtaining the permits for the MIA and the change of use of land while continuing the work required to complete the environmental baseline study. Applications were submitted for four new mining claims, Sapuchi E-82/40881, Sapuchi 2 E-82/40882, Sapuchi 3 E-82/40883, and Sapuchi 4 E-82/40888.
All documentation required for the change of use land and EA permits were filed and the Company was awaiting the granting of these two permits by the Mexican government. In early December 2022, the director of SEMARNAT announced a moratorium on all environmental permits for open pit operations, which will be denied with no approval process in place until further notice. Subsequently, the Company received communication that the MIA would not be approved. Management withdrew both permit applications with the intent to refile once the moratorium is lifted or a clear approval process is in place.
Exploration Program
A two-phase 45,000-meter drilling campaign was initiated during 2021. The objective of the drill program was to conduct exploration and resource drilling at a spacing of 25 meters and historic drilling validation for the three main target areas: Sapuchi, California and Golfo de Oro. The Company believes that there is potential to expand both the oxide and sulphide mineral resources.
On September 30, 2022, the Company announced the 2022 Sapuchi MRE. The 2022 Sapuchi MRE covers a portion of the Sapuchi – Cero Verde trend that encompasses five deposits: Sapuchi, Golfo de Oro, California, Calvario and High Life over approximately 2.8 km along strike, a maximum width of 600 metres (m) to a maximum depth of 300 m below surface.
19
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The 2022 Sapuchi MRE is based on 84,454 m of current and verified historic drilling in 579 holes, of which 27,870 m of drilling in 177 holes were performed by the Company in 2021. Gold mineralization is hosted within altered hydrothermal breccia and sediments, as stockwork quartz veins and veinlets, adjacent to intrusions and fault structures and often associated with iron carbonate minerals. Metallurgical testing has shown amenability of leaching in the oxide materials and recommendations of milling in the transition and sulphide zones. No drilling has occurred on the San Antonio Project since 2021 and there has not been any ongoing exploration program in respect of the San Antonio Project since then.
Stockpile
In the first quarter of 2022, Sapuchi Minera commenced processing its stockpile inventory through sodium cyanide heap leach pads ("heap leach pad") and carbon-in-column processing plant. The Company realized its first gold sales in July 2022 and generated gold sales totaling 10,478 net ounces in 2022. During the year ended December 31, 2023, Sapuchi Minera sold 3,113 net ounces of gold sold (nil in 2024). Processing of the stockpile inventory was completed in Q3 2023.
On September 30, 2022, the San Antonio Project was written down to its net estimated recoverable amount of $35.0 million ($nil net of the stream financing). The net book value of the project as at March 31, 2025 remains $nil.
Status
The San Antonio Project remains in care and maintenance and the Board of Directors of the Company has authorized a strategic review of the San Antonio Project. The approval process for mining permits appears to be gaining traction, specifically for open-pit mining in the country, and the Company intends to re-submit its two permit applications this year.
The Company views sustainability as a key part of its strategy to create value for its shareholders and other stakeholders.
The Company focuses on the following key areas:
| ● | Promoting the mining industry and its benefits to society; |
| ● | Promoting the Company’s values through our three pillars of Sustainability; Good neighbor, Engaged workforce and Environmental stewardship; |
| ● | Developing and maintaining strong relationships with First nations, stakeholders, the Federal, Provincial and Municipal governments where the Company has activities and projects; |
| ● | Supporting the economic development of regions where it operates; |
| ● | Promoting diversity and inclusivity throughout the organization and the mining industry; and |
| ● | Encouraging investee companies and our contractors to adhere to the same areas of focus in sustainability. |
The following are a few highlights from each of the projects:
| ● | Barkerville Positive relationship with Lhtako Dené Nation since 2015. Agreements include engagement protocol (signed in 2016), relationship agreements (2016) and life of project agreement (2020); |
| ● | Positive relationship with Williams Lake First Nation ("WLFN") since 2017. On July 5, 2022, The Company and WLFN entered into a participation agreement; |
| ● | Relationship with Xatśūll First Nation since 2016 although no project agreement has been completed to date; |
20
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
| ● | Positive relationship with the District of Wells in British Columbia since 2016 and a Memorandum of Understanding signed in early 2022 to facilitate discussions for a project agreement; |
| ● | Open and transparent dialogue with the Ministry of Energy Mines and Low Carbon Innovation and The Ministry of the Environment and Climate Change Strategy to ensure positive relations; |
| ● | Installation of a water treatment plant to treat contact water and effluent completed; |
| ● | Monitoring and closure planning and permitting work continued on the Mosquito Creek old mine site; |
| ● | Collaboration with the Crown Contaminated Sites Program of the BC Ministry of Water Land and Resource Stewardship for the reclamation of the Jack of Clubs Lake mining legacy site. |
| ● | Initiation of the second Sustainable Workforce Initiative for underground miner training to provide skills training to support a local workforce; |
| ● | Funding provided to local organizations within the Wells and Barkerville communities to support various initiatives; and |
| ● | The Company in partnership with the Lhtako Dené Nation, initiated and is developing a stewardship society focused on the recovery of southern mountain caribou populations around Wells BC and, the enhancement and recovery activities of Bowron River sockeye and chinook salmon runs. |
| ● | Building relationships with the Utah Department of Environmental Quality, Divisions of Air Quality and Water Quality. |
| ● | Implementation of environmental management plans for water, storm water and waste management for the Trixie test mine. |
| ● | Building relationships with many stakeholders and local providers towards the development of the project. |
| ● | Submission of the LOM to the Utah Division of Oil, Gas and Mining, the Small Source Exemption for Air Quality to the Division of Air Quality. |
| ● | Reached a long-term agreement with Eijdo San Antonio, one of the primary impacted local communities. |
| ● | An environmental baseline study was completed. |
| ● | |
21
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
8.FINANCIAL PERFORMANCE
Consolidated statements of loss
The following table presents summarized statements of loss for the three months ended March 31, 2025 and 2024 (in thousands of dollars):
| | | | March 31, | ||
| | | | 2025 | | 2024 |
| | | | $ | | $ |
Revenue | | (a) |
| — | | 1,767 |
Operating expenses | |
|
|
| |
|
Cost of sales | | (a) |
| — | | (1,974) |
Other operating costs | | (b) |
| (10,158) | | (8,801) |
General and administrative | | (c) |
| (6,653) | | (6,015) |
Exploration and evaluation | | |
| (121) | | (70) |
Impairment of assets | | (d) | | (25,793) | | (5,415) |
Operating loss | | |
| (42,725) | | (20,508) |
Other income, net of other expense | | (e) |
| 5,392 | | 12,788 |
Loss before income taxes | | |
| (37,333) | | (7,720) |
Income tax recovery (expense) | | |
| 3 | | (268) |
Net loss | | |
| (37,330) | | (7,988) |
| (a) | For the three months ended March 31, 2025, the Company recognized $nil million in revenue. In comparison, for the three months ended March 31, 2024, the Company recognized $1.8 million from operations at the Tintic Project. The decline in revenue is attributable to all projects in care and maintenance throughout 2024 and 2025. |
The costs of sales amounting to $nil was recognized in the consolidated statement of loss for the three months ended March 31, 2025 (2024 - $1.9 million). In accordance with IAS 2, inventories were recorded at the lowest of net realizable value or at costs with an amount of $nil million as at March 31, 2025 (2024 – $0.5 million) recorded to adjust the inventories to their net realizable value.
| (b) | For the three months ended March 31, 2025, other operating costs amounted to $10.2 million (2024 - $8.8 million). These costs are related to the care and maintenance costs at the Cariboo Project, the Tintic Project and the San Antonio Project. |
| (c) | General and administrative expenses totaled $6.7 million for the three months ended March 31, 2025 (2024 – $6.0 million), including $0.3 million in share-based compensation expense (2024 – $0.1 million), $1.7 million in salaries and benefits (2024 – $1.4 million) and $4.7 million of administrative expenses (2024 – $4.5 million) such as insurance fees and legal and other consulting fees. |
| (d) | For the three months ended March 31, 2025, impairment charges of $25.8 million were recorded relating to the impairment of the QR Mill as described in the Cariboo Gold Project section of this MD&A. |
| (e) | For the three months ended March 31, 2025, other income net of other expense amounted to $5.4 million (2024 – $12.8 million). The amount includes the recognition of the positive change in fair value of the warrant liability, foreign exchange gain related to the impact of variation in exchange rates and interest income, net of accretion expense and finance costs. |
22
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The following table summarizes the cash flows (in thousands of dollars):
| | March 31, | ||
| | 2025 |
| 2024 |
| | $ | | $ |
Cash flows | |
|
|
|
Operations | | (14,926) | | (11,235) |
Working capital items | | 2,422 | | 2,174 |
Operating activities | | (12,504) | | (9,061) |
Investing activities | | (14,443) | | (6,793) |
Financing activities | | (1,945) | | 29,121 |
(Decrease) Increase in cash and cash equivalents before effects of exchange rate changes on cash | | (28,892) | | 13,267 |
Effects of exchange rate on changes on cash and cash equivalents | | (164) | | 805 |
(Decrease) Increase in cash and cash equivalents | | (29,056) | | 14,072 |
Cash and cash equivalents – beginning of period | | 106,653 | | 43,455 |
Cash and cash equivalents – end of period | | 77,597 | | 57,527 |
Operating Activities
The net cash flows used in operating activities in Q1 2025 amounted to $12.5 million, compared to $9.1 million in Q1 2024. The increase in cash flows used in operating activities is primarily due to the decrease in revenues partially offset by the reduction in the general operating activities at the Tintic t and San Antonio Projects.
Investing Activities
Cash flows used in investing activities amounted to $14.4 million in Q1 2025, compared to $6.8 million in Q1 2024. The increase is primarily due to additions to mining interest and property, plant and equipment related to the Cariboo Gold Project ramp development, and the expenditures related to the preparation of the optimized feasibility study on the Cariboo Gold Project, partially offset by the decrease in exploration and evaluation expenses. Additions to mining interests, property, plant and equipment, and exploration and evaluation expenses, totaled $15.3 million in Q1 2025, compared to $10.1 million in Q1 2024
Financing Activities
Net cash outflows in financing activities amounted to $1.9 million in Q1 2025, compared to cash inflows of $29.1 million in Q1 2024. The decrease in cash inflows is due to an amount of US$25.0 million ($33.9 million) drawn in Q1 2024 under the credit agreement entered with National Bank of Canada.
9.1.Liquidity and Capital Resources
As at March 31, 2025, the Company has a negative working capital of $43.0 million, which includes a cash and cash equivalent balance of $77.6 million. The Company also has an accumulated deficit of $635.6 million and incurred a net loss of $37.3 million for the three months ended March 31, 2025.
The working capital as of March 31, 2025 will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures through Marh 31, 2026. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company’s ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025
23
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. In order to execute on its planned activities, the Company will be required to secure additional financing which may be completed in several ways including, but not limited to, a combination of asset sales, selling investments from its existing portfolio, project debt financing, offtake or royalty financing, equity financing and other capital market alternatives. However, there can be no assurance that the Company will be able to obtain adequate financings in the future, or on terms favorable to the Company.
Significant variations in liquidity and capital resources for the three months ended March 31, 2025, are explained under section 9. Cash Flows. The Company is dependent upon raising funds in to fund future capital expenditures and development programs. See section 13. Risk and Uncertainties of this MD&A for more details.
|
| | | |
| |
(in thousands of dollars) | | March 31, 2025 | | December 31, 2024 | | Variance (%) |
| | $ | | $ | | |
Cash and cash equivalents | | 77,597 | | 106,653 | | (27)% |
Amounts receivable | | 1,545 | | 2,569 | | (40)% |
Inventories | | 8,971 | | 8,695 | | 3% |
Other current assets | | 5,313 | | 4,903 | | 8% |
Assets classified as held for sale | | — | | 430 | | (100)% |
Total Current Assets | | 93,426 | | 123,250 | | (24)% |
Investment in associates | | 12,605 | | 12,183 | | 3% |
Other investments | | 10,108 | | 10,333 | | (2)% |
Mining Interests | | 492,639 | | 506,670 | | (3)% |
Property, plant and equipment | | 87,936 | | 87,123 | | 1% |
Exploration and evaluation | | 89,379 | | 86,258 | | 4% |
Other assets | | 30,663 | | 31,085 | | (1)% |
Total Assets | | 816,756 | | 856,902 | | (5)% |
Total Current Liabilities | | 136,470 | | 144,501 | | (6)% |
Lease liabilities | | 433 | | 461 | | (6)% |
Long-term debt | | 7,312 | | 5,503 | | 33% |
Deferred consideration and contingent payments | | 8,800 | | 8,635 | | 2% |
Contract liability | | 44,497 | | 42,344 | | 5% |
Environmental rehabilitation provision | | 86,903 | | 84,829 | | 2% |
Total Liabilities | | 284,415 | | 286,273 | | (1)% |
Total Equity | | 532,341 | | 570,629 | | (7)% |
Total Liabilities and Equity | | 816,756 | | 856,902 | | (5)% |
The Company’s cash and cash equivalents balance on March 31, 2025 decreased from the amount held on December 31, 2024, as described in section 9. Cash Flows. The decrease in cash and cash equivalents in Q1 2025 is mainly due to cash used in operating and investing activities compared to 2024.
The decrease in mining interests is mainly due to the impairment of the assets related to QR Mill, partially offset by the additions related to the Cariboo Gold Project underground development and the preparation of the 2025 FS. The 2025 FS considers a single milling facility at the mine site for processing, removing the need to transport flotation concentrate to the QR Mill. As at March 31, 2025, this change was considered an indicator of impairment for the QR Mill and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.8 million, mainly related to the Mining Interests related to the QR Mill. On March 31, 2025, the net book value related to the QR Mill Mining Interest
24
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
was entirely impaired as it is estimated that the net book value will not be recovered by expected net profits to be generated from future sale of precious metals.
The increase in exploration and evaluation assets is largely related to the exploration program on the Tintic Project.
The decrease in current liabilities is mainly due to the decrease in the fair value of the warrants classified as current liabilities primarily related to the decline in the Company’s share price.
The increase in long-term debt is due to the additions to mining equipment financings.
The increase in environmental rehabilitation provision is explained by the accretion expense for Q1 2025 and the impact related to revision of estimate as at March 31, 2025. The increase in contract liability is mainly due to the accretion expense for Q1 2025 considering no sales of gold during the period at Tintic Project and San Antonio Project.
10.1.Investment in associates and other investments
The Company’s assets include a portfolio of shares, mainly of Canadian publicly traded exploration and development mining companies. The Company may, from time to time and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.
Fair value of marketable securities
The following table presents the carrying value and fair value of the remaining investments in marketable securities (excluding warrants and convertible debt) as at March 31, 2025 and December 31 2024 (in thousands of dollars):
|
| March 31, 2025 |
| December 31, 2024 | ||||
| | Carrying |
| Fair | | Carrying |
| Fair |
Investments | | value(i) | | value(ii) | | value(i) | | value(ii) |
| | $ | | $ | | $ | | $ |
Associates | | 12,605 |
| 16,295 |
| 12,183 |
| 19,639 |
Other | | 10,108 |
| 10,108 |
| 10,333 |
| 10,333 |
| | 22,713 |
| 26,403 |
| 22,516 |
| 29,972 |
| (i) | The carrying value corresponds to the amount recorded on the consolidated statement of financial position, which is the equity method for investments in associates and the fair value for the other investments, as per IFRS 9, Financial Instruments. |
| (ii) | The fair value corresponds to the quoted price of the investments on a recognized stock exchange or the share price of the most recent private placement for private companies, for the respective period. |
Main Investments
The following table presents the main investments of the Company in marketable securities as at March 31, 2025:
|
| Number of |
| |
Company | | Shares Held | | Ownership |
| | | | % |
Falco Resources Limited (associate) |
| 48,675,240 |
| 16.0 |
Falco Resources Limited (“Falco”)
Falco's main asset is the Horne 5 gold project, for which the summarized results of an updated feasibility study were released on March 24, 2021. In January 2024, Falco announced that it had entered into an operating license and indemnity agreement (the "OLIA") with Glencore Canada Corporation (“Glencore”) pursuant to which, Glencore granted Falco, subject to terms
25
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
and conditions contained in the OLIA, a license to utilize a portion of its lands in which Falco will use to develop and operate the Horne 5 gold project.
As at March 31, 2025, the Company holds 48,675,240 common shares representing a 16.0% interest in Falco (16.0% as at December 31, 2024). The Company concluded that it exercises a significant influence over Falco and accounts for its investment using the equity method.
In October 2024, Falco announced the closing of the hearings in relation to the Office of Public Hearings on the Environment (“BAPE”) process, the BAPE report was sent to the Minister of Environment of Quebec and published in January 2025. This is an important milestone for the development of the Horne 5 gold project.
On March 3, 2025, Falco announced that it had received a letter from the Québec Ministry of Environment regarding its Horne 5 Project. The Ministry raised concerns about the air quality modeling submitted by Falco, specifically its compliance with section 197 of the Clean Air Regulations (“CAR”). The Ministry asserts that the Project’s atmospheric dispersion modeling does not conform to CAR and could increase contaminant concentrations in the air of Rouyn-Noranda. Falco disagrees, stating that their modeling shows minimal contributions to atmospheric emissions, well below regulatory limits.
The Ministry’s interpretation of CAR could prevent the development of any project in regions where ambient air contaminants exceed regulatory limits. Additionally, the Ministry highlighted other environmental concerns, including the preservation of water quality and the location of mine tailings management facilities.
Falco is required to address these concerns with additional technical studies. Despite significant investment in the Horne 5 Project, Falco faces challenges in obtaining the required authorizations. The Company is evaluating its options and may face delays or financial impacts due to the Ministry’s continued demands and stringent interpretation of regulations.
10.2.Financings
For a breakdown of the Company’s use of proceeds, refer to Summary of Use of Proceeds from Financings below.
Prior years financings
2024 Credit Facility
On March 1, 2024, the Company, as guarantor, and Barkerville, its wholly owned subsidiary, as borrower, entered into the Credit Facility agreement with National Bank of Canada, as lender and administrative agent, and National Bank Financial Markets, as mandated lead arranger and sole bookrunner, in connection with a US$50 million delayed draw term loan. The Credit Facility had an original term of 12 months from the closing date, being February 28, 2025. On June 10, 2024, the Company entered into an amending agreement to the Credit Facility to extend the maturity date of the Credit Facility to October 31, 2025, subject to the Company completing a capital raise of at least US$20 million prior to October 31, 2024. With the closing of the two tranches of the 2024 Non-Brokered Private Placement, totaling gross proceeds of US$34.5 million in October 2024, the maturity date was extended to October 31, 2025.
The amendments also provide for a reduction in the mandatory prepayment amount to 50% for the incremental capital raised in excess of US$25 million in respect of certain financings. The Credit Facility will be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo Gold Project. On March 1, 2024, an amount of US$25.0 million ($33.9 million) was drawn under the Credit Facility, net of US$0.7 million ($0.9 million) of fees. On September 4, 2024, an amount of US$25.0 million ($33.8 million) was drawn under the Credit Facility, net of US$0.7 million ($1.0 million) of fees.
Following the completion of the 2024 Non-Brokered Private Placement and the 2024 Brokered Private Placement, the Company made mandatory prepayments under its Credit Facility totaling US$25.0 million ($35.0 million) in October and November 2024.
26
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
2024 Non-Brokered Private Placement
The Company completed the 2024 Non-Brokered Private Placement of units pursuant to which the Company issued an aggregate of 19,163,410 units of the Company at a price of US$1.80 per unit for aggregate gross proceeds of approximately US$34.5 million ($46.8 million). The 2024 Non-Brokered Private Placement was completed in two tranches, comprised of the issuance of (i) 13,426,589 units at a price of US$1.80 per unit for gross proceeds of approximately US$24.2 million ($32.6 million), which closed on October 1, 2024 and (ii) 5,736,821 units at a price of US$1.80 per unit for gross proceeds of approximately US$10.3 million ($14.2 million), which closed on October 11, 2024.
Each unit was comprised of one Common Share and one Common Share purchase warrant of the Company entitling the holder thereof to purchase one Common Share at a price of US$3.00 on or prior to October 1, 2029. Issuance costs allocated to Common Shares amounted to $0.2 million and $0.5 million allocated to the warrants as other expense in the consolidated statement of loss.
2024 Brokered private placement
On November 12, 2024, the Company completed the 2024 Brokered Private Placement pursuant to which the Company issued an aggregate of 31,946,366 units of the Company at a price of US$1.80 per unit for aggregate gross proceeds of approximately US$57.5 million ($80.0 million), including the exercise in full of the option granted to the agents. Each unit was comprised of one Common Share and one Common Share purchase warrant of the Company entitling the holder thereof to purchase one Common Share at a price of US$3.00 on or prior to October 1, 2029.
In connection with the 2024 Brokered Private Placement, the agents were paid a cash commission equal to 4.5% of the aggregate gross proceeds. Issuance costs allocated to Common Shares amounted to $2.1 million and $2.0 million allocated to the warrants as other expense in the consolidated statement of loss.
2023 Bought Deal Public Offering
On March 2, 2023, the Company completed a bought deal public offering of an aggregate of 7,841,850 units of the Company at a price of $6.60 per unit, for aggregate gross proceeds of approximately $51.8 million (the "Public Offering"), including the full exercise of the over-allotment option. Each unit was comprised of one Common Share and one Common Share purchase warrant of the Company, with each warrant entitling the holder thereof to purchase one additional Common Share at a price of $8.55 per Common Share until March 2, 2026. The Public Offering was co-led by Eight Capital and National Bank Financial Inc., acting as co-lead underwriters and joint bookrunners, and on behalf of a syndicate of underwriters including BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Haywood Securities Inc., and PI Financial Corp. (collectively, the "Underwriters"). The Underwriters were paid a cash commission equal to 5% of the gross proceeds of the Public Offering.
2022 Brokered Private Placement
On March 2, 2022, the Company completed a brokered private placement issuing (i) 9,525,850 brokered units (each, a "Brokered Unit") at a price of $4.45 per Brokered Unit for gross proceeds of $42.4 million and (ii) 13,732,900 brokered subscription receipts (each, a "Brokered Subscription Receipt") at a price of $4.45 per Brokered Subscription Receipt for gross escrowed proceeds of $61.1 million (the "2022 Brokered Private Placement"), each of the numerical values provided on a pre-share consolidation basis.
Each Brokered Unit is comprised of one Common Share and one warrant, with each warrant entitling the holder to purchase one additional Common Share at a price of $22.80 ($7.60 pre-share consolidation) per Common Share until March 2, 2027.
Each Brokered Subscription Receipt entitles the holder to receive one Brokered Unit, upon the satisfaction of the following escrow release conditions (the "Brokered Escrow Release Conditions"):
27
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
| a) | the completion, satisfaction or waiver of all conditions precedent to the Tintic acquisition in accordance with the Tintic definitive agreements and all regulatory approvals; |
| b) | the Company and the underwriters of the 2022 Brokered Private Placement, having delivered a completion notice and direction to TSX Trust Company, as escrow agent in respect of the Brokered Subscription Receipt, in accordance with the terms of the subscription receipt agreement dated March 2, 2023 confirming that the condition set forth in the condition above has been met; and |
| c) | the conditions are met on or before June 15, 2022. |
On May 27, 2022, the Company met the Brokered Escrow Release Conditions and the escrowed proceeds of $61.1 million (including accrued interest) were released to the Company.
The total issuance costs related to the Brokered Units amounted to $3.5 million and have been allocated against the common shares and warrants issued.
The fair value of the warrants issued was evaluated using the residual method and were valued at $1.6 million, net of issuance costs.
2022 Non-Brokered private placements
The Company completed three tranches of non-brokered private placements, issuing subscription receipts (each, a "Non-Brokered Subscription Receipt") at a price of US$3.50 per Non-Brokered Subscription Receipt, with (i) the first tranche closed on March 4, 2022 issuing 24,215,099 subscription receipts for gross proceeds of US$84.8 million ($108.1 million) (ii) the second tranche closed on March 29, 2022 issuing 9,365,689 subscription receipts for gross proceeds of US$32.8 million ($41 million), and (iii) the third tranche closed on April 21, 2022 issuing 512,980 subscription Receipts for gross proceeds of US$1.8 million ($2.2 million) (collectively, the "2022 Non-Brokered Private Placement"), each of the numerical values provided on a pre-share consolidation basis.
Each Non-Brokered Subscription Receipt entitles the holder to receive one non brokered unit, upon the satisfaction of the escrow release condition (being the listing of the Company’s Common Shares on the New York Stock Exchange) (the "Non-Brokered Escrow Release Condition"). Each non-brokered unit is comprised of one Common Share and one Common Share purchase warrant, with each warrant entitling the holder to purchase one additional Common Share at a price of US$18.00 (US$6.00 pre-share consolidation) per Common Share until May 27, 2022.
On May 27, 2022, the Company having met the Non-Brokered Escrow Release Condition and regulatory including TSX-V approvals, the escrowed gross proceeds of US$119.4 million (including accrued interest) were released to the Company.
Issuance costs incurred amounted to $2.8 million related to the issuance of Non-Brokered Subscription Receipts are recognized as contributed surplus in the statements of financial position.
2022 OBL Stream
The Company entered into a binding term sheet with Osisko Bermuda Limited ("OBL") for a stream on the metals produced from Tintic for total cash consideration of US$20 million. Under the terms of the Stream, the Company will deliver to OBL 2.5% of all metals produced from Tintic at a purchase price of 25% of the relevant spot metal price. Once 27,150 ounces of refined gold have been delivered, the Stream rate will decrease to 2.0% of all metals produced. Closing of the Stream occurred in the third quarter of 2022 and the proceeds from the Stream are being used to advance the development of Tintic.
28
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
Summary of use of proceeds from financings
As at March 31, 2025 (in millions of dollars)
| Prior/ | | | |||
| Current | Actual | | |||
Description | Disclosure(1) | Spent | Remaining | |||
| | | | |||
2024 – Brokered Private Placement(2) | $80.0 | $28.2 | $51.8 | |||
Cariboo project, Tintic project, Credit Facility repayment & Corporate G&A | | | | |||
2024 – Non-Brokered Private Placement(2) | $46.8 | $21.0 | $25.8 | |||
Cariboo project, Tintic project, Credit Facility repayment & Corporate G&A | | | | |||
2024 – Credit Facility(3) | $67.7 | $67.7 | $- | |||
Cariboo Gold Project - Detail engineering and pre-construction activities | | | | |||
2023 – Public Offering(3) | | | | |||
Tintic, Cariboo Gold Project, Corporate G&A & working capital | | | | |||
1. Development and Advancement of Tintic Project | | | | |||
1.1 Infill and exploration drilling on existing resource | $7.0 | $8.0 | $- | |||
1.2 Regional Drilling | $7.0 | $7.3 | $- | |||
1.3 Surface geochemical surveys, surface and underground sampling and mapping, GIS compilation sampling and mapping, GIS compilation | $2.0 | $3.1 | $- | |||
1.4 Operational permits & environmental studies | $2.7 | $1.0 | $- | |||
1.5 Update mineral resource estimate, metallurgical test work and LIDAR survey | $0.5 | $0.2 | $- | |||
1.6 Contingencies (10%) | $1.9 | $- | $- | |||
1.7 General & Administrative Costs and Working Capital | $- | $15.6 | $- | |||
2. Development Permitting and Advancement of Cariboo Gold Project | | | | |||
2.1 Pre-permitting and environmental assessment | $14.5 | $14.8 | $- | |||
2.2 General & Administrative Costs and Working Capital | $16.2 | $0.4 | $- | |||
Sub-Total | $51.8 | $50.4 | $- | |||
2022 – Brokered Private Placement(3) | $59.7 | $59.7 | $- | |||
Corporate G&A & working capital | | | | |||
2022 – Non-Brokered Private Placement(3) | $148.2 | $148.2 | $- | |||
Tintic acquisition and other | | | | |||
2022 – Brokered Units(3) | $40.3 | $40.3 | $- | |||
Cariboo Gold and San Antonio projects, G&A & working capital | | | | |||
Notes:
| 1 | Amounts presented are on a gross basis. |
| 2 | The remaining net proceeds as at March 31, 2025 from the 2024 Brokered Private Placement is approximately $51.8 million and the 2024 Non-Brokered Private Placement is equal to approximately $25.8 million. The Company intends to use such remaining net proceeds for the advancement of its mineral assets and corporate general and administrative costs and working capital. |
| 3 | As at March 31, 2025, there are no remaining proceeds from the 2022 Non-Brokered Private Placement, the 2022 Brokered Private Placement, the 2022 Brokered Units, the 2023 Public Offering and the 2024 Credit Facility. |
11.SUMMARY OF QUARTERLY RESULTS
Selected financial results for the previous quarters reported, which have been derived from the financial statements prepared in accordance with IFRS are shown in the table below (in thousands of dollars, except per share amounts):
| | | | | | | | | | | | | | | | | | | | |
|
| Q1 2025 | | Q4 2024 | | Q3 2024 | | Q2 2024 | | Q1 2024 | | Q4 2023 | | Q3 2023 | | Q2 2023 | | Q1 2023 | | | | |
Revenues | — | | — | | 161 | | 2632 | | 1,767 |
| 6,906 | | 10,421 |
| 10,847 |
| 3,451 |
|
|
|
|
Net loss | (37,330) | | (15,812) | | (33,864) | | (28,680) | | (7,988) |
| (138,095) | | (7,123) |
| (13,318) |
| (23,337) |
|
|
|
|
Net loss per share | (0.27) | | (0.13) | | (0.40) | | (0.34) | | (0.09) |
| (1.64) | | (0.08) |
| (0.16) |
| (0.30) |
|
|
|
|
Net loss diluted per share | (0.27) | | (0.13) | | (0.40) | | (0.34) | | (0.09) |
| (1.64) | | (0.08) |
| (0.16) |
| (0.30) |
|
|
|
|
29
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
12.TRANSACTIONS BETWEEN RELATED PARTIES
Please refer to details on the related party transactions in Note 31 of the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023. No significant changes during the three months ended March 31, 2025.
13.COMMITMENTS AND CONTRACTUAL OBLIGATIONS
As of March 31, 2025, the Company had the following minimum contractual obligations and commitments (in thousands of dollars):
|
| | | | | | | |
|
| Total(1) |
| Less than 1 year | | 1‑2 years | | More than 3 years |
Accounts payable and accrued liabilities | | 26,871 | | 26,871 | | — | | — |
Lease obligations | | 794 | | 361 | | 433 | | — |
Mining equipment financings (Principal) | | 9,870 | | 2,558 | | 4,536 | | 2,776 |
Credit Facility | | 35,727 | | 35,727 | | — | | — |
Deferred consideration(2) and contingent payments | | 12,394 | | 3,594 | | 3,594 | | 5,206 |
Purchase obligations | | 6,699 | | 6,699 | | — | | — |
Capital commitments | | 6,368 | | 5,765 | | 603 | | — |
Total | | 98,723 | | 81,575 | | 9,166 | | 7,982 |
| | | | | | | | |
| | | | | | | | |
Notes:
| (1) | The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact. |
| (2) | The deferred consideration obligation of US$7.5 million ($10.8 million) can be settled in cash or by issuing the equivalent number of Common Shares at the applicable settlement dates. |
30
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The Company operates under a single operating segment, being the acquisition, exploration and development of mineral properties. The assets related to the exploration, evaluation and development of mining projects are located in Canada (Barkerville), in Mexico (Sapuchi) and in USA (Tintic), and are detailed as follow as at March 31, 2025 (in thousands of dollars):
Non-Current Assets
| | March 31, 2025 | ||||||
|
| Canada |
| Mexico |
| USA |
| Total |
| | $ | | $ | | $ | | $ |
Other assets (non-current) | | 10,645 | | 15,852 | | 4,166 | | 30,663 |
Mining interest | | 426,379 | | 23,638 | | 42,622 | | 492,639 |
Property, plant and equipment | | 59,523 | | 8,923 | | 19,490 | | 87,936 |
Exploration and evaluation assets | | 4,485 | | — | | 84,894 | | 89,379 |
Total non-current assets (Excluding investments) | | 501,032 |
| 48,413 |
| 151,172 |
| 700,617 |
Mining Interests
|
| Canada |
| Mexico |
| USA |
| Total |
| | $ | | $ | | $ | | $ |
Compensation | | 8,860 | | 4,953 | | 6,369 |
| 20,182 |
Exploration, including drilling | | 66,165 | | 19,232 | | — |
| 85,397 |
Consulting Expenditures | | 81,996 | | 130 | | 926 |
| 83,052 |
Acquisition Cost | | 258,152 | | 57,038 | | 169,175 |
| 484,365 |
Asset retirement obligation | | 33,722 | | 15,913 | | 3,770 |
| 53,405 |
Depreciation | | 8,435 | | (4,897) | | 3,022 |
| 6,560 |
Tax Credits | | (12,979) | | — | | — |
| (12,979) |
Impairment of assets | | (84,344) | | (81,000) | | (160,484) |
| (325,828) |
Other | | 66,372 | | 12,269 | | 19,844 |
| 98,485 |
Total mining interest | | 426,379 | | 23,638 | | 42,622 |
| 492,639 |
| | For the period ended March 31, 2025 | ||||||
|
| Canada |
| Mexico |
| USA |
| Total |
| | $ | | $ | | $ | | $ |
| | | | | | | |
|
Other operating costs | | (7,055) | | (1,394) | | (1,709) | | (10,158) |
General and administrative expenses | | (5,164) | | (467) | | (1,022) | | (6,653) |
Exploration and evaluation | | (97) | | (24) | | — | | (121) |
Impairment of assets | | (25,793) | | — | | — | | (25,793) |
Operating loss | | (38,109) |
| (1,885) |
| (2,731) |
| (42,725) |
There are no significant off-balance sheet arrangements, other than contractual obligations and commitments mentioned above.
The Company’s activities, being the acquisition, exploration, and development of mineral properties in Canada and worldwide, is speculative and involves a high degree of risk. Certain factors, including but not limited to the ones below, could materially affect the Company’s financial condition and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or related to the Company. Refer to the
31
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
"Cautionary Note Regarding Forward-Looking Information" for more information. The reader should carefully consider these risks as well as the information disclosed herein and, in the Company’s most recent unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.
The Company’s view of risks is not static, and readers are cautioned that there can be no assurance that all risks to the Company, at any point in time, can be accurately identified, assessed as to significance or impact, managed or effective controlled or mitigated. There can be additional new or elevated risks to the Company that are not described herein.
For a comprehensive discussion of the risk factors that may affect the Company, its business operations and financial performance, refer to the risk disclosure under the heading "Risk Factors" contained in the Company’s annual information form dated March 28, 2025, for the year period ended March 31, 2025 (the "AIF"), which disclosure is hereby incorporated by reference herein. The AIF and other publicly filed disclosure regarding the Company, which are available electronically on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile.
Osisko Development's development and exploration activities are subject to financing risks. At the present time, the Company has exploration and development assets which may generate periodic revenues through test mining but has no mines in the commercial production stage that generate positive cash flows. The Company cautions that test mining at its operations could be suspended at any time. The Company’s ability to explore for and discover potential economic projects, and then to bring them into production, is highly dependent upon its ability to raise equity and debt capital in the financial markets. Any projects that the Company develops will require significant capital expenditures. To obtain such funds, the Company may sell additional securities including, but not limited to, the Company’s shares or some form of convertible security, the effect of which may result in a substantial dilution of the equity interests of the Company’s Shareholders. Alternatively, the Company may also sell a part of its interest in an asset in order to raise capital. There is no assurance that the Company will be able to raise the funds required to continue its exploration programs and finance the development of any potentially economic deposit that is identified on acceptable terms or at all. The failure to obtain the necessary financing(s) could have a material adverse effect on the Company’s growth strategy, results of operations, financial condition and project scheduling.
Mining operations are and will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources and mineral reserves including unusual or unexpected geological formations and other conditions such as formation pressures, fire, power outages, flooding, explosions, cave-ins, landslides and the inability to obtain suitable machinery, equipment or labour, any of which could result in work stoppages, damage to property, and possible environmental damage that even a combination of careful evaluation, experience and knowledge may not eliminate or adequately mitigate. The Company may be subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the financial position of the Company.
Major expenditures are required to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly volatile; and governmental regulations, including those relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection.
32
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The Company has negative cash flow from operations. As a result of the expected expenditures to be incurred by the Company for the development of the Company’s material projects, the Company anticipates that negative operating cash flows will continue until one or both of the Company’s material projects enters commercial production (if at all). There can be no assurance that the Company will generate positive cash flow from operations in the future. The Company will require additional capital in order to fund its future activities for its material projects. To the extent that the Company continues to have negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. Furthermore, additional financing, whether through the issue of additional equity and/or debt securities and/or project level debt, will be required to continue the development of the Company’s material projects and there is no assurance that additional capital or other types of financing will be available or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. Failure to obtain additional financing or to achieve profitability and positive operating cash flows will have a material adverse effect on its financial condition and results of operations.
The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration and test mining programs will result in profitable operations. The Company has not determined whether any of its properties contain economically recoverable reserves of mineralized material and currently has minimal or no revenues from its projects; therefore, the Company does not generate sufficient cash flows from its operations. There can be no assurance that significant additional losses will not occur in the future. The Company’s operating expenses and capital expenditures may increase in future years with advancing exploration, development, and/or production from the Company’s properties. The Company does not anticipate receiving sufficient revenues from operations to offset operational expenditures in the foreseeable future and expects to incur losses until such time as one or more of its properties enters into commercial production and generates sufficient revenues to fund continuing operations. There is no assurance that any of the Company’s properties will eventually graduate to commercial operation. There is also no assurance that new capital will become available, and if it is not, the Company may be forced to substantially curtail or cease operations.
The Company is subject to currency risks. The Company’s functional currency is the Canadian dollar, which is exposed to fluctuations against other currencies. The Company’s activities are located in Canada, Mexico and the U.S.A., and as such many of its expenditures and obligations are denominated in U.S. dollars and Mexican pesos. The Company maintains its principal office in Montreal (Canada), maintains cash accounts in Canadian dollars, U.S. dollars and Mexican pesos and has monetary assets and liabilities in Canadian dollars, U.S. dollars and Mexican pesos.
The Company’s assets and liquidities are significantly affected by changes in the Canadian/U.S. dollar and Canadian/Mexican peso exchange rates. Most expenses are currently denominated in Canadian dollars, U.S. dollars and Mexican pesos. Exchange rate movements can therefore have a significant impact on the Company’s costs. The appreciation of non-Canadian dollar currencies against the Canadian dollar can increase the costs of the Company’s activities.
33
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The Company has operations and conducts business in multiple jurisdictions and it is subject to the taxation laws of each such jurisdiction. These taxation laws are complicated and subject to change. The Company may also be subject to review, audit and assessment in the ordinary course. Any such changes in taxation law or reviews and assessments could result in higher taxes being payable or require payment of taxes due from previous years, which could adversely affect the Company’s liquidities. Taxes may also adversely affect the Company’s ability to repatriate earnings and otherwise deploy its assets.
34
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
Mineral resource and mineral reserve figures are only estimates. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. While the Company believes that the mineral resource and mineral reserve estimates, as applicable, in respect of properties in which the Company holds a direct interest reflect best estimates, the estimating of mineral resources and mineral reserves is a subjective process and the accuracy of mineral resource and mineral reserve estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting available engineering and geological information. There is significant uncertainty in any mineral resource and mineral reserve estimate and the actual deposits encountered and the economic viability of a deposit may differ materially from estimates. Estimated mineral resources and mineral reserves may have to be re-estimated based on changes in prices of gold or other minerals, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence such estimates. In addition, mineral resources are not mineral reserves and there is no assurance that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.
Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that any exploration properties will be commercially mineable.
Should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercially viable mineral deposit and should be brought into production will depend upon the results of exploration programs, preliminary economic assessment and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (a) costs of bringing a property into production, including exploration and development work, preparation of, if applicable, preliminary economic assessment and production feasibility studies and construction of production facilities; (b) availability and costs of financing; (c) ongoing costs of production; (d) metal prices; (e) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (f) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.
Mining is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Such risk and hazards might impact the Company’s business. Consequently, many of the foregoing risks and hazards could result in damage to, or destruction of, the Company’s mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive required regulatory approvals, or costs, monetary losses and potential legal liability and adverse governmental action. Osisko Development may be subject to liability or sustain loss for certain risks and hazards against which it does not or cannot insure or against which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to the Company.
35
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
The market price of Osisko Development Common Shares is affected by many variables not directly related to the corporate performance of the Company, including the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the Osisko Development Shares in the future cannot be predicted and may cause decreases in asset values, which may result in impairment losses.
17.DISCLOSURE CONTROLS, PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in reports files with the securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. Management regularly reviews disclosure controls and procedures; however, they cannot provide an absolute level of assurance because of the inherent limitations in control systems to prevent or detect all misstatements due to error or fraud. The Chief Executive Officer and Chief Financial Officer, along with Management, have evaluated and concluded that the Company’s disclosure controls and procedures were effective and appropriately designed as at March 31, 2025.
Management’s Report on Internal Control over Financial Reporting
The Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining internal controls over financial reporting. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Under the supervision of the Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025. In making the assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Chief Executive Officer and Chief Financial Officer, together with Management, have evaluated whether there were changes to the ICFR during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR. No such changes were identified through their evaluation.
Limitations of Controls and Procedures
Management, including the Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the reality judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
36
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
18.BASIS OF PRESENTATION OF THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Please refer to the basis of presentation and statement of compliance in Note 2 of the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025.
19.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.
Critical accounting estimates and assumptions as well as critical judgments in applying the Company’s accounting policies are detailed in the audited consolidated financial statements for the years ended December 31, 2024 and 2023.
All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025.
Scientific and technical information in this MD&A relating to the 2025 FS in respect of the Cariboo Gold Project is supported by the 2025 FS News Release. It is expected that the Technical Report in respect of the 2025 FS will be filed on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile within 45 days of the date of April 28, 2025.
Scientific and technical information in this MD&A relating to the Tintic Project is supported and qualified in its entirety by the full text of the Tintic Technical Report. A copy of the Tintic Technical Report is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company's issuer profile. Each of the authors of the Tintic Technical Report is a "qualified person" and "independent" of the Company within the meaning of NI 43-101.
Scientific and technical information relating to San Antonio Gold Project is supported and qualified in its entirety by the San Antonio Technical Report. A copy of the San Antonio Technical Report is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company’s issuer profile. Each of the authors of the San Antonio Technical Report is a "qualified person" and "independent" of the Company within the meaning of NI 43-101.
This MD&A uses the terms measured, indicated, and inferred mineral resources as a relative measure of the level of confidence in the resource estimate, as well as probable mineral reserves (and not proven mineral reserves) as a relative measure of confidence in the mineral reserve estimate. Readers are cautioned that mineral resources are not economic mineral reserves and that the economic viability of mineral resources that are not mineral reserves has not been demonstrated. The estimate of mineral resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing, or other relevant issues. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to an indicated or measured mineral resource category. The mineral resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM Definition Standards on Mineral Resources and Mineral Reserves" incorporated by reference into NI 43-101. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except for a
37
Osisko Development Corp. | Management's Discussion and Analysis |
For the three months ended March 31, 2025 | |
preliminary economic assessment as defined under NI 43-101. Readers are cautioned not to assume that further work on the stated resources will lead to mineral reserves that can be mined economically.
For readers to fully understand the information in the 2025 FS, Tintic Technical Report and San Antonio Technical Report, reference should be made to the full text of the Technical Report (once filed), Tintic Technical Report and San Antonio Technical Report, respectively, in their entirety, including all assumptions, qualifications and limitations thereof. The Technical Reports are intended to be read as a whole, and sections should not be read or relied upon out of context.
The scientific, geological, and technical information contained in this MD&A has been reviewed and approved by Victor Gauthier, P.Eng., Manager - Technical Services and Eryn Doyle, P.Geo., Senior Exploration Manager, each of Osisko Development, and are considered a "qualified person" within the meaning of NI 43-101.
As of the date of this MD&A, the following number of common shares of the Company and other securities of the Company exercisable for common shares of the Company are outstanding:
Securities |
| Common shares on exercise |
Common shares |
| 136,653,693 |
Stock options |
| 4,357,091 |
RSU's |
| 989,525 |
DSU’s |
| 577,080 |
Warrants |
| 78,068,475 |
Fully diluted share capital |
| 220,645,864 |
The Board oversees Management's responsibility for financial reporting and internal control systems through its Audit Committee. The Audit Committee meets quarterly with Management and with Company’s independent auditors to review the scope and results of the annual audit and quarterly reviews, respectively, and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board and submitted to the shareholders. The Board has approved the unaudited condensed consolidated financial statements, and the disclosure contained in this MD&A as of May 6, 2025.
38
Exhibit 99.3
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Sean Roosen, Chair of the Board and Chief Executive Officer of Osisko Development Corp., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Osisko Development Corp. (the “issuer”) for the interim period ended March 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025, and ended on March 31, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: | May 6, 2025 | |
| | |
| /s/ Sean Roosen | |
| Sean Roosen | |
| Chair of the Board and Chief Executive Officer | |
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Alexander Dann, Chief Financial Officer and Vice President, Finance of Osisko Development Corp., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Osisko Development Corp. (the “issuer”) for the interim period ended March 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | ICFR – material weakness relating to design: N/A |
| 5.3 | Limitation on scope of design: N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025, and ended on March 31, 2025, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: | May 6, 2025 | |
| | |
| /s/ Alexander Dann | |
| Alexander Dann | |
| Chief Financial Officer and Vice President, Finance | |