Osisko Gold Group Inc F-3, filed Sep 12, 2025

Osisko Gold Group Inc. (OGG)

F-3 2025-09-12

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	Canada			Not Applicable
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number (if applicable))

	TABLE OF CONTENTS					i
	ABOUT THIS PROSPECTUS					1
	MARKET AND INDUSTRY DATA					2
	FINANCIAL INFORMATION AND CURRENCY					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					2
	THE COMPANY					5
	ABOUT THIS OFFERING					9
	RISK FACTORS					10
	USE OF PROCEEDS					12
	CAPITALIZATION AND INDEBTEDNESS					13
	DESCRIPTION OF SHARE CAPITAL					15
	DILUTION					16
	PLAN OF DISTRIBUTION					16
	SELLING SHAREHOLDERS					18
	LEGAL MATTERS					22
	EXPERTS					22
	WHERE YOU CAN FIND MORE INFORMATION					22
	EXPENSES					23
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					23
	INDEMNIFICATION FOR SECURITIES ACT LIABILITIES					24
	EXCHANGE CONTROLS					24
	CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS					25
	CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS					28
	ENFORCEMENT OF CIVIL LIABILITIES					35
	PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS					II-1
	EXHIBITS					II-2
	UNDERTAKINGS					II-3
	SIGNATURES					II-6

	As at June 30, 2025		As at June 30, 2025
(Tabular amounts expressed in thousands of Canadian dollars)	Actual		Pro Forma
Indebtedness
Warrant liability(8)		88,578		155,626
Long-term debt(9)		43,192		129,441
Deferred consideration and contingent payments		8,502		8,502
Contract liability		44,512		44,512
Equity
Share capital(8)		1,141,096		1,345,944
Warrants(9)		11,859		20,884
Contributed surplus		21,726		21,726
Accumulated other comprehensive loss		(6,797)		(6,797)
Deficit(8)		(683,051)		(685,717)
Total Capitalization and Indebtedness		669,617		1,034,121

	Common Shares Beneficially Owned Before Offering				Shares to be Sold Pursuant to this Offering		Common Shares Beneficially Owned After Offering
Name of Selling Securityholder	Number		Percentage		Shares to be Sold Pursuant to this Offering		Number		Percentage
VanEck VIP Global Gold Fund		298,416(1)		**		265,500		32,916		**
Oraley Enterprises LLC		3,624,920(2)		1.50%		1,462,958		2,161,962		**
Black Maple Capital Partners LP		3,357,402(3)		1.39%		1,462,958		1,894,444		**
Summer Road LLC		376,600(4)		**		202,500		174,100		**
Whitebox Relative Value Partners, L.P.		396,000(5)		**		396,000		0		0%
Whitebox Multi-Strategy Partners, L.P.		468,000(6)		**		468,000		0		**
Whitebox GT Fund, LP		36,000(7)		**		36,000		0		**
Star V Partners LLC		585,464(8)		**		585,464		0		0%
Sprott Hathaway Special Situations Fund, LP		2,746,666(9)		1.14%		2,580,000		166,666		**
Sprott Gold Equity Fund		4,369,999(10)		1.80%		3,870,000		499,999		**
Nokomis Capital Master Fund, L.P.		2,414,537(11)		1.00%		2,414,537		0		0%
Franklin Gold and Precious Metals Fund		5,782,383(12)		2.37%		2,400,000		3,382,383		1.40%
Bay Resource Partners, L.P.		3,401,896(13)		1.41%		2,587,650		814,246		**
Bay II Resource Partners, L.P.		2,483,446(14)		1.03%		1,669,200		814,246		**
Condire Alpha Partners, LP		2,551,528(15)		1.06%		933,573		1,617,955		**
Libra Advisors, LLC		16,050,000(16)		6.30%		16,050,000		0		0%
Indemnity National Insurance Company		5,850,000(17)		2.39%		5,850,000		0		0%
VanEck International Investors Gold Fund		3,245,908(18)		1.34%		2,884,500		361,408		**
Crescat Precious Metals Master Fund LTD		743,754(19)		**		688,571		55,183		**
Crescat Global Macro Master Fund LTD		337,108(20)		**		281,925		55,183		**
Crescat Institutional Macro Master Fund LTD		78,829(21)		**		23,646		55,183		**
Crescat Institutional Commodity Master Fund LTD		95,203(22)		**		40,020		55,183		**
Crescat Long/Short Master Fund LTD		117,523(23)		**		62,340		55,183		**
Douglas Meadow		2,118,157(24)		**		109,757		2,008,400		**
Senate Square LLC		238,172(25)		**		73,172		165,000		**
Quinton Todd Hennigh		1,463,415(26)		**		1,463,415		0		0%
Utah Investment LLC		75,000(27)		**		75,000		0		0%
Double Zero Capital LP		54,900,000(28)		18.71%		54,900,000		0		0%
Geoffrey Stanley		1,294,037(29)		**		182,927		1,111,110		**
Otavio Tawaf Bernardes Da Costa		365,855(30)		**		365,855		0		0%
Kevin And Linda Smith Charitable Trust		365,855(31)		**		365,855		0		0%

SEC registration fees	$	46,628.82
Legal fees and expenses	$	125,000
Accountants’ fees and expenses		40,000
Miscellaneous expenses		—
Total	$	211,628.82

	Exhibit Number			Description
	3.1*			Articles of Incorporation of the Registrant, as presently in effect.
	3.2			By-Law No. 1 of the Registrant, as presently in effect (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-A filed with the SEC on November 9, 2023).
	4.1			Specimen common share certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A filed with the SEC on November 9, 2023).
	4.2			Warrant Indenture between the Registrant and TSX Trust Company, dated August 15, 2025 (incorporated by reference to Exhibit 99.3 to the Company’s Form 6-K filed with the SEC on August 29, 2025).
	5.1*			Opinion of Bennett Jones LLP
	10.1*			Form of Subscription Agreement for Brokered Private Placement
	10.2*			Form of Subscription Agreement for Non-Brokered Private Placement
	23.1*			Consent of Bennett Jones LLP (contained in Exhibit 5.1).
	23.2*			Consent of PricewaterhouseCoopers LLP
	23.3*			Consent of Mathieu Belisle, P. Eng.
	23.4*			Consent of Amanda Fitch, P. Eng.
	23.5*			Consent of Sebastien Guido, P. Eng.
	23.6*			Consent of Philip Clark, P. Eng.
	23.7*			Consent of Rob Griffith, P.Eng.
	23.8*			Consent of Katherine Mueller, P.Eng.
	23.9*			Consent of Nikolay Sidenko, P.Geo.
	23.10*			Consent of Eric Lecomte, P.Eng.
	23.11*			Consent of Carl Pelletier, P.Geo.
	23.12*			Consent of Tessa Scott, P.Geo.
	23.13*			Consent of A. J. MacDonald, P.Eng.
	23.14*			Consent of Jean-François Maillé, P.Eng.
	23.15*			Consent of Yapo Allé-Ando, P.Eng.
	23.16*			Consent of Rachel Sawyer, P.Eng.
	23.17*			Consent of Paul Gauthier, P.Eng.
	24.1*			Power of Attorney (included on the signature pages hereto).
	99.1			Cariboo Technical Report, dated June 11, 2025, with an effective date of April 25, 2025 (incorporated by reference to Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on June 12, 2025).
	107*			Filing Fee Table.

Osisko Development Corp.
By:	/s/ Alexander Dann
	Name:	Alexander Dann
	Title:	Chief Financial Officer and Vice-President, Finance

	/s/ Sean Roosen Sean Roosen			Chief Executive Officer and Chair (Principal Executive Officer)
	/s/ Alexander Dann Alexander Dann			Chief Financial Officer & VP Finance (Principal Financial and Accounting Officer)
	/s/ Charles E. Page Charles E. Page			Director
	/s/ Michele McCarthy Michele McCarthy			Director
	/s/ David Danziger David Danziger			Director
	/s/ Duncan Middlemiss Duncan Middlemiss			Director

	/s/ Stephen Quin Stephen Quin			Director
	/s/ Susan Craig Susan Craig			Director

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director


	Subscriber Information and Signature:


	(Name of Subscriber)

	Account Reference (If applicable):



	By:
		Authorized Signature


	(Official Capacity or Title – if the Subscriber is not an individual)


	(Name of individual whose signature appears above if different than the name of the Subscriber printed above)


	Subscriber Address and Contact Information:



	(Residential Address of Subscriber)


	(City/Municipality, Province/State and Postal/ZIP Code of Subscriber)


	(Telephone Number and Email Address of Subscriber)

	Number of Units:

	Subscription Price:		US$2.05



	Aggregate Subscription Price (US$2.05 x Number of Units)

	If the Subscriber is signing as agent or trustee for a principal (a "Disclosed Principal") and is not purchasing as trustee or agent for accounts fully managed by it, so as to be deemed to be purchasing as principal pursuant to NI 45-106 (as defined herein), complete the following:


	(Name of Disclosed Principal)



	Disclosed Principal's Address and Contact Information:


	(Residential Address of Disclosed Principal)


	(City/Municipality, Province/State and Postal/Zip Code of Disclosed Principal)


	(Telephone Number and Email Address of Disclosed Principal)


	(Account Reference, if applicable)

	Account Registration Information: The interest in the book-entry position or the certificates representing the Unit Shares and Unit Warrants, as applicable, should be registered as follows:


	(Name)


	(Account Reference, if applicable)


	(Address, including Postal Code)

	Delivery Instructions: Please deliver the certificates or the ownership statement with respect to the interest in a book-entry position or the certificate representing the Unit Shares and Unit Warrants, as applicable, to:


	(Name)


	(Account Reference, if applicable)


	(Address)


	(Contact Name)


	(Telephone Number)

Yours truly,

/s/ Bennett Jones LLP
BENNETT JONES LLP

1.	subject to subparagraphs (2), (3) and (4), either individually or as a group:

	(a)	the member (i.e. a member of the TSXV under the requirements of the TSXV);
	(b)	employees of the member;
	(c)	partners, officers or directors of the member;
	(d)	affiliates of the member; or
	(e)	associates of any parties referred to in subparagraphs (a) through (d);

2.	the TSXV may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is not acting at arm's length with the member;

3.	the TSXV may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is acting at arm's length with the member;

4.	the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that:

	(a)	the person is an affiliate or associate of the member acting at arm's length of the member;
	(b)	the associate or affiliate has a separate corporate and reporting structure;
	(c)	there are sufficient controls on information flowing between the member and the associate or affiliate; and
	(d)	the member maintains a list of such excluded persons; or


¨	is a "Registrant", defined as a person registered or required to be registered under the Securities Act (Ontario), including a dealer, adviser or investment fund manager; or

OSISKO DEVELOPMENT CORP.

By:
	Name:	Sean Roosen
	Title:	Chief Executive Officer

Issuer:	Osisko Development Corp. (the "Corporation").

Offering:	Treasury offering of 58,560,000 units of the Corporation ("Units"), on a "bought deal" private placement basis (the "Offering"). Each Unit consists of one common share of the Corporation ("Common Share") and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one Common Share (a "Warrant Share") at an exercise price of US$2.56, which represents a 25% premium to the Issue Price, for a period of 24 months following the Closing Date. At any time following the 15-month anniversary of the Closing Date, if the closing price of the Common Shares on either Exchanges (as defined herein) exceeds the exercise price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the warrants to a date that is 30 days after the date of such notice.
Issue Price:	US$2.05 per Unit (the "Issue Price).
Issue Amount:	US$120,048,000 (exclusive of the Underwriters' Option (as defined herein)).
Underwriters' Option:	The Corporation has granted the Underwriters an option, exercisable at any time up to 48 hours prior to the closing of the Offering, to purchase up to an additional 2,440,000 Units pursuant to the Offering. The total size of the Offering, inclusive of the Underwriter's Option, will not exceed US$125,050,000.
Concurrent Private Placement:	Concurrent with the brokered Offering, the Corporation intends to complete a non-brokered private placement of 36,600,000 Units to a strategic investor at the Issue Price for aggregate gross proceeds of US$75,030,000 (the "Non-Brokered Private Placement"). It is expected that the Corporation and the strategic investor will enter into an investor rights and voting support agreement, which will include, among other customary terms, a right to identify a director for the Board of the Corporation. Closing of the Offering and the Non-Brokered Private Placement are intended to occur on the same date, however there is no cross-conditionality between the closing of the Non-Brokered Private Placement and the closing of the Offering.
Use of Proceeds:	The Corporation intends to use the net proceeds of the Offering and the Non-Brokered Private Placement to fund the broadly distributed equity portion of the capital required to construct the Cariboo Gold Project and for general corporate purposes. The Corporation believes that the net proceeds of the Offering and the Non-Brokered Private Placement, together with the net proceeds of the US$450 million project loan credit facility with Appian Capital Advisory Limited announced on July 21, 2025, indications of interest from commodity traders seeking high-quality concentrate off-take, and other potential financing arrangements that the Corporation is actively negotiating, will provide sufficient funding to construct the Cariboo Gold Project.

TO:	OSISKO DEVELOPMENT CORP. (the "Corporation")

AND TO:	BMO NESBITT BURNS INC., RBC DOMINION SECURITIES INC., CANTOR FITZGERALD CANADA CORPORATION, NATIONAL BANK FINANCIAL INC., AND VENTUM FINANCIAL CORP.

(a)	(i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or (ii) in Ontario, a financial institution that is (A) a bank listed in Schedule I, II or III of the Bank Act (Canada); (B) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;	¨
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);	¨
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;	¨
(d)	a person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser or dealer (or in Ontario, except as otherwise prescribed by the regulations under the Securities Act (Ontario));	¨
(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);	¨
(e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);	¨
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;	¨
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;	¨
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;	¨
(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada;	¨
(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;	¨
(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;	¨

(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;	¨
(l)	an individual who, either alone or with a spouse, has net assets of at least $5 million;	¨
(m)	a person, other than an individual or an investment fund, that has net assets of at least $5 million as shown on its most recently prepared financial statements;	¨
(n)	an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution; (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 (Minimum amount investment), or 2.19 (Additional investment in investment funds) of NI 45-106; or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 (Investment fund reinvestment) of NI 45-106;	¨
(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;	¨
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;	¨
(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;	¨
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;	¨
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;	¨
(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;	¨
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;	¨
(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or	¨
(w)	a trust established by an accredited investor for the benefit of the accredited investor's family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor's spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor's spouse or of that accredited investor's former spouse.	¨
(x)	in Ontario, such other persons or companies as may be prescribed by the regulations under the Securities Act (Ontario). ***If checking this category (x), please provide a description of how this requirement is met.	¨

	(ii)           if not purchasing under clause (i) above, (A) the Subscriber is not an individual, (B) the Subscriber is purchasing the Purchased Securities as principal, (C) the Aggregate Subscription Price of the Purchased Securities is not less than $150,000 paid in cash at the time of the distribution, and (D) the Subscriber has not been created or used solely to purchase or hold securities in reliance on this exemption.	¨

Dated:	, 2025
		Name of Subscriber


		Signature of Subscriber


		If the Subscriber is a corporation, print name and title of Authorized Signing Officer

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: Units (with each Unit consisting of one common share and one-half of one common share purchase warrant)	Issuer: Osisko Development Corp.

Purchased from: Osisko Development Corp.
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:	Your initials
Risk of loss – You could lose your entire investment of C$____________________. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk – You may not be able to sell your investment quickly – or at all.
Lack of information – You may receive little or no information about your investment.
Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.	Your initials
·  Your net income before taxes was more than C$200,000 in each of the 2 most recent calendar years, and you expect it to be more than C$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
·   Your net income before taxes combined with your spouse's was more than C$300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than C$300,000 in the current calendar year.
·   Either alone or with your spouse, you own more than C$1 million in cash and securities, after subtracting any debt related to the cash and securities.
·   Either alone or with your spouse, you have net assets worth more than C$5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
First and last name of salesperson (please print):

Telephone:	Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
Osisko Development Corp. 1100 Avenue des Canadiens-de-Montréal Suite 300 Montréal, Québec H3B 2S2 Corporate Secretary Telephone: (416) 464-4067 Email: corporatesecretary@osiskodev.com For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.


		Print name of Subscriber (or person signing as agent)

	By:

		Signature

		Title

		(please print name of individual whose signature appears above, if different from name of Subscriber or agent printed above)

TO:	OSISKO DEVELOPMENT CORP.

AND TO:	BMO NESBITT BURNS INC., RBC DOMINION SECURITIES INC., CANTOR FITZGERALD CANADA CORPORATION, NATIONAL BANK FINANCIAL INC., AND VENTUM FINANCIAL CORP.

	(b)	Complete Address: ____________________________________________________________________________________________


	(Name of Purchaser - please print)


	(Authorized Signature)


	(Official Capacity - please print)


	(Please print name of individual whose signature appears above)


A.	Registration Form
The Subscriber, if not an individual and (i) is a member of the "Pro Group" (as described below), or (ii) is (or will be after completion of the Offering) an "Insider" (as described below), or (iii) will be a holder of more than 5% of the listed shares after completion of the Offering, either [check appropriate box]:
¨	has previously filed with the TSX Venture Exchange (the "TSXV") a Form 4C – Corporate Placee Registration Form, represents and warrants that there has been no change to any of the information in the Corporate Placee Registration Form previously filed with the TSXV up to the date hereof; or
¨	hereby delivers a completed Form 4C – Corporate Placee Registration Form, in the form attached as Schedule "E" to the Corporation for filing with the TSXV.

B.	Present Ownership of Securities
The Subscriber either [check appropriate box]:
¨	does not own directly or indirectly, or exercise control or direction over, any common shares of the Corporation or securities convertible into common shares of the Corporation; or
¨	owns directly or indirectly, or exercises control or direction over, ______________ outstanding common shares of the Corporation and convertible securities entitling the Subscriber to acquire additional common shares of the Corporation which, if converted, in the aggregate would represent ______________ common shares of the Corporation.

C.	Insider Status
The Subscriber either [check appropriate box]:
¨	is an "Insider" of the Corporation as defined in the policies of the TSXV as follows:
	(a)    a director or senior officer of the Corporation;
	(b)    a director or senior officer of a corporation that is itself an Insider or subsidiary of the Corporation;
	(c)    a person that beneficially owns or controls, directly or indirectly, voting shares of the Corporation carrying more than 10% of the voting rights attached to all the Corporation's outstanding voting shares; or
	(d)    the Corporation itself if it holds any of its own securities; or
¨	is not an Insider of the Corporation.

D.	Member of "Pro Group"
The Subscriber either [check appropriate box]:
¨	is a member of the "Pro Group" as defined in the policies of the TSXV, as follows:
	1.	subject to subparagraphs (2), (3) and (4), either individually or as a group:
		(a)	the member (i.e. a member of the TSXV under the requirements of the TSXV);
		(b)	employees of the member;
		(c)	partners, officers or directors of the member;
		(d)	affiliates of the member; or
		(e)	associates of any parties referred to in subparagraphs (a) through (d);
	2.	the TSXV may, in its discretion, include a person or party in the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is not acting at arm's length with the member;
	3.	the TSXV may, in its discretion, exclude a person from the Pro Group for the purposes of a particular calculation where the TSXV determines that the person is acting at arm's length with the member;
	4.	the member may deem a person who would otherwise be included in the Pro Group pursuant to subparagraph (1) to be excluded from the Pro Group where the member determines that:
		(a)	the person is an affiliate or associate of the member acting at arm's length of the member;
		(b)	the associate or affiliate has a separate corporate and reporting structure;
		(c)	there are sufficient controls on information flowing between the member and the associate or affiliate; and
		(d)	the member maintains a list of such excluded persons; or
¨	is not a member of the Pro Group.
E.	*Insider Status (Securities Act* (Ontario))**
The Subscriber either [check appropriate box]:
¨	is an "Insider" of the Corporation, defined as (a) a director or an officer of the Corporation; (b) a director or an officer of a person that is itself an insider or a subsidiary of the Corporation; or (c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Corporation carrying more than 10% of the voting rights attached to all outstanding voting securities; or
¨	is not an Insider of the Corporation.
F.	*Registrant Status (Securities Act* (Ontario))**
The Subscriber either [check appropriate box]:
¨	is a "Registrant", defined as a person registered or required to be registered under the Securities Act (Ontario), including a dealer, adviser or investment fund manager; or
¨	is not a Registrant.

	OSISKO DEVELOPMENT CORP.

	By:
		Name:    Sean Roosen Title:    Chief Executive Officer

Issuer:	Osisko Development Corp. (the "Corporation").

Non-Brokered Offering:	Treasury offering of up to 36,600,000 units of the Corporation ("Units"), on a non-brokered private placement basis (the "Non-Brokered Offering"), exclusive of the Brokered Offering (as defined herein). Each Unit will be comprised of one common share of the Corporation ("Common Share") and one-half of one common share purchase warrant of the Corporation (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share (a "Warrant Share") at an exercise price of US$2.56 (the "Exercise Price") for a period of 24 months following the Closing Date (as defined herein), subject to adjustment in certain circumstances. At any time following the 15-month anniversary of the Closing Date, if the closing price of the Common Shares on either Exchange (as defined herein) exceeds the Exercise Price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the warrants to a date that is 30 days after the date of such notice.
Issue Price:	US$2.05 per Unit (the "Issue Price).
Issue Amount:	US$75,030,000
Concurrent Brokered Offering:	Concurrent with the Offering, the Corporation intends to complete a brokered private placement of 58,560,000 Units at the Issue Price for aggregate gross proceeds to the Corporation of US$120,048,000 (the "Brokered Offering"). In connection with the Brokered Offering, the Corporation has granted a syndicate of underwriters an option, exercisable in whole or in part at any time up to 48 hours prior to the Closing Date, to purchase up to an additional 2,440,000 Units at the Issue Price for additional gross proceeds to the Corporation of up to US$5,002,000. Closing of the Offering and the Brokered Offering are intended to occur on the same date, however there is no cross-conditionality between the closing of the Brokered Offering and the closing of the Offering.
Use of Proceeds:	The Corporation intends to use the net proceeds of the Offering and Brokered Offering to fund the broadly distributed equity portion of the capital required to construct the Cariboo Gold Project and for general corporate purposes.
Lock-Up:	The Corporation's directors and officers and OR Royalties Inc. have agreed to a lock-up for a period of 120 days post-closing.