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Exhibit 99.1

OSISKO DEVELOPMENT CORP.

ANNUAL INFORMATION FORM

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2022

DATED AS OF MARCH 31, 2023

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GLOSSARY OF TERMS

In this annual information form, the following capitalized words and terms shall have the following meanings:

“2020 Underwriters” has the meaning ascribed to such term under “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2020 – Launch of Osisko Development Corp.”.

“affiliate” means, with respect to any person, any other person that controls or is controlled by or is under common control with the referent person.

“AIF” means this annual information form.

“Amalco” means the corporation that was formed upon the amalgamation of Barolo Subco and Osisko Subco.

“Amalgamation” has the meaning ascribed to such term under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2020 - Launch of Osisko Development Corp.”.

“Amalgamation Agreement” means the amalgamation agreement dated October 23, 2020 among Barolo, Barolo Subco and Osisko Subco.

“associate” has the meaning ascribed to such term in the Securities Act (Québec).

“Barolo Subco” means 1269598 B.C. Ltd.

“Barkerville” means Barkerville Gold Mines Ltd.

“BBA” means BBA Inc.

“BCBCA” means the Business Corporations Act (British Columbia).

“Board” means the board of directors of Osisko Development, as the same is constituted from time to time.

“Bonanza Ledge II Project” means the mineral property located within the Cariboo Project (in the Cariboo Gold District of British Columbia).

“Bought Deal Offering” has the meaning ascribed under the heading “General Development of Business – Three Year History – Events Subsequent to December 31, 2022 Fiscal Year End – Closing of a $51.8 million Bought Deal Public Offering”.

“Bought Deal Warrant” has the meaning ascribed under the heading “General Development of Business – Three Year History – Events Subsequent to December 31, 2022 Fiscal Year End – Closing of a $51.8 million Bought Deal Public Offering”.

“Brokered Escrow Release Condition” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Brokered Offered Securities” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Brokered Offering” has the meaning ascribed under the heading “General Development Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Brokered Subscription Receipts” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Brokered Units” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

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“Brokered Warrant” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Canadian Securities Laws” means applicable Canadian provincial and territorial securities laws.

“Cariboo Project” or “Cariboo Gold Project” means the mineral property located in the historical Wells-Barkerville mining camp (also known as the Cariboo Gold District) of British Columbia and extending for approximately 77 km from northwest to southeast.

“Cariboo Technical Report” means the technical report titled “NI 43-101 Technical Report, Feasibility Study for the Cariboo Gold Project, District of Wells, British Columbia, Canada” dated January 10, 2023 and amended January 12, 2023, with an effective date of December 30, 2022.

“CBCA” means the Canada Business Corporations Act.

“Common Share” means a common share in the share capital of the Corporation.

“Contributed Osisko Assets” means, collectively, the Contributed Osisko Properties and the Contributed Osisko Marketable Securities transferred by Osisko Gold Royalties to the Corporation in connection with the Reverse Takeover Transaction.

“Contributed Osisko Marketable Securities” means a portfolio of publicly-listed equity positions that was held by Osisko Gold Royalties which were transferred by Osisko Gold Royalties to the Corporation in connection with the Reverse Takeover Transaction.

“Contributed Osisko Properties” has the meaning ascribed to such term under “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2020 - Launch of Osisko Development Corp.”.

“Consolidation” means the consolidation of the common shares of the Corporation on the basis of one (1) post-consolidated common share for every three (3) pre-consolidated common shares which took effect on May 4, 2022.

“Coulon Project” means the Coulon zinc project, a mineral exploration property located in northern Québec.

“DSUs” means the Deferred Share Units granted under the DSU Plan.

“DSU Plan” means the Deferred Share Unit Plan of the Corporation.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis, and Retrieval website.

“ESP Plan” means the Employee Share Purchase Plan of the Corporation.

“Forward-Looking Information” has the meaning ascribed to such term in Canadian Securities Laws.

“Governmental Entity” means: (a) any supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary or regulatory authority) thereof, any taxing authority, any ministry or department or agency of any of the foregoing; (b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court; and (iii) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies.

“Guerrero Properties” means the mineral exploration properties consisting of approximately 900,000 hectares located in the Guerrero Gold Belt in Guerrero, Mexico.

“IFRS” means International Financial Reporting Standards adopted by the International Accounting Standards Board, as updated and amended from time to time.

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“InnovExplo” means InnovExplo Inc.

“James Bay Properties” means a group of 25 mineral exploration properties located in the James Bay area of Québec (excluding the Coulon Project), seven (7) of which are subject to purchase options in favour of third parties, and two (2) of which are held by the Corporation through joint ventures.

“Listed Warrants” has the meaning ascribed under the heading “General Development of Business - Three Year History - Fiscal Year Ended December 31, 2021 – Listing of Warrants”.

“NI 43-101” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects (Regulation 43-101 respecting Standards of Disclosure for Mineral Projects in the Province of Québec).

“NI 51-102” means National Instrument 51-102 - Continuous Disclosure Obligations (Regulation 51-102 respecting Continuous Disclosure Obligations in the Province of Québec).

“Non-Brokered Offering” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Non-Brokered Escrow Release Condition” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Non-Brokered Subscription Receipts” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Non-Brokered Units” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“Non-Brokered Warrant” has the meaning ascribed under the heading “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2022 – Brokered and Non-Brokered Private Placement”.

“NYSE” means the New York Stock Exchange.

“Option Plan” means the Stock Option Plan of the Corporation.

“Options” means the outstanding options to purchase Common Shares granted under the Option Plan.

“Osisko Development”, “ODV” or the “Corporation” means Osisko Development Corp./ Osisko Développement Corp.

“Osisko Gold Royalties” means Osisko Gold Royalties Ltd.

“Osisko Retained Royalty Interests” means the interests in the Contributed Osisko Properties that Osisko Gold Royalties or its affiliates retained upon the completion of the Reverse Takeover Transaction, including (i) a 5% NSR royalty on the Cariboo Project and Bonanza Ledge II Project; (ii) a 15% gold and silver stream in the San Antonio Gold Project; and (iii) a 3% NSR royalty on most of the James Bay Properties, Coulon Project and Guerrero Properties.

“Osisko Subco” means Osisko Development Holdings Inc.

“qualified person” has the meaning ascribed to such term in NI 43-101.

“Reverse Takeover Transaction” has the meaning ascribed to such term under “General Development of Business - Three Year History - Fiscal Year Ended December 31, 2020 - Launch of Osisko Development Corp.”.

“RSUs” means the Restricted Share Units granted under the RSU Plan.

“RSU Plan” means the Restricted Share Unit Plan of the Corporation.

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“San Antonio Project” or “San Antonio Gold Project” means the mineral property 100% owned by the Corporation located in Sonora, Mexico.

“San Antonio Technical Report” means 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.

“SEC” means the U.S. Securities and Exchange Commission.

“Section 404” has the meaning ascribed to such term under “Risk Factors – Risk Factors Related to the Corporation – U.S. Public Company Costs”.

“Securities Laws” means Canadian Securities Laws and U.S. Securities Laws and all other applicable securities laws and applicable stock exchange rules and listing standards of the stock exchanges.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Shareholders” means the holders of Common Shares.

“SR Offering” has the meaning ascribed to such term under “General Development of Business - Fiscal Year Ended December 31, 2020 - Launch of Osisko Development Corp.”.

“Tintic” means Tintic Consolidated Metals LLC.

“Tintic Acquisition” has the meaning ascribed to such term under “General Development of Business - Three Year History – Fiscal Year Ended December 31, 2022 – Acquisition of Tintic Consolidated Metals LLC”.

“Tintic Agreements” has the meaning ascribed to such term under “General Development of Business - Three Year History – Fiscal Year Ended December 31, 2022 – Acquisition of Tintic Consolidated Metals LLC”.

“Tintic Project” has the meaning ascribed to such term under “General Development of Business - Three Year History – Fiscal Year Ended December 31, 2022 – Acquisition of Tintic Consolidated Metals LLC”.

“Tintic Stream” has the meaning ascribed to such term under “General Development of Business - Three Year History – Fiscal Year Ended December 31, 2022 – Acquisition of Tintic Consolidated Metals LLC”.

“Tintic Technical Report” means the technical report titled “NI 43-101 Technical Report, Initial Mineral Resource Estimate for the Trixie Deposit, Tintic Project, Utah, United Stated of America” dated January 27, 2023, with an effective date of January 10, 2023.

“TSX-V” means the TSX Venture Exchange.

“U.S. Securities Laws” means applicable U.S. federal and state securities laws.

“Unlisted Warrant” means the Brokered Warrants, the Non-Brokered Warrants and the Bought Deal Warrants.

“U.S. Exchange Act” has the meaning ascribed to such term under “Corporate Structure – Name, Address and Incorporation”.

“U.S. Sarbanes-Oxley Act” has the meaning ascribed to such term under “Risk Factors – Risk Factors Related to the Corporation – U.S. Public Company Costs”.

“Warrants” means Common Share purchase warrants of the Corporation.

“Warrant Agent” means TSX Trust Company.

“Warrant Repricing” has the meaning ascribed to such term under “General Development of Business – Events Subsequent to December 31, 2022 Fiscal Year End – Repricing of Brokered and Non-Brokered Warrants”.

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GENERAL MATTERS

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Unless otherwise indicated, the information contained in this AIF is given as of December 31, 2022, with specific updates post-financial year end where specifically indicated. More current information may be available on the Corporation’s website at www.osiskodev.com, on SEDAR at www.sedar.com or on EDGAR at www.sec.gov.

All capitalized terms used in this AIF and not defined herein have the meaning ascribed to such terms in the “Glossary of Terms” or elsewhere in this AIF.

Unless otherwise noted or the context otherwise indicates, the term “Corporation” or “Osisko Development” refers to the Corporation and its subsidiaries.

For reporting purposes, the Corporation presents its financial statements in Canadian dollars and in conformity with IFRS issued by the International Accounting Standards Board.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Except for the statements of historical fact contained herein, the information presented in this AIF constitutes Forward-Looking Information within the meaning of applicable Canadian Securities Laws concerning the business, operations, plans and financial performance and condition of the Corporation. 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 Corporation to differ materially from any future plans, results, performance or achievements expressed or implied by the Forward-Looking Information. Such factors include, among others, the terms for an availability of future financing, actual operating cash flows, operating costs, free cash flows, mineral resources, total cash, transaction costs, and administrative costs of the Corporation differing materially from those anticipated; project infrastructure requirements and anticipated processing methods, exploration expenditures differing materially from those anticipated; risks related to partnership or other joint operations; actual results of current exploration activities; variations in mineral resources, mineral production, grades or recovery rates or optimization efforts and sales; 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; 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; 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; uncertainty relating to future production and cash resources; inability to successfully complete new development projects, planned expansions or other projects within the timelines anticipated; adverse changes to market, political and general economic conditions or laws, rules and regulations applicable to the Corporation; impact of the COVID-19 pandemic; changes in project parameters; 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 Factors”; and other risks, including those risks set out in the continuous disclosure documents of the Corporation, which are available on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) under the Corporation’s issuer profiles.

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In addition, Forward-Looking Information herein is based on certain assumptions and involves risks related to the business of the Corporation. Forward-Looking Information contained herein is based on certain assumptions, including, but are not limited to, interest and exchange rates; the price of gold, copper 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 Corporation.

Although the Corporation 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 AIF, 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 AIF. All of the Forward-Looking Information in this AIF is qualified by these cautionary statements.

Certain Forward-Looking Information and other information contained herein concerning the mining industry and the expectations of the Corporation concerning the mining industry and the Corporation are based on estimates prepared by the Corporation 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 Corporation believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While the Corporation 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 Corporation does not undertake any obligation to update any of the Forward-Looking Information in this AIF, except as required by law.

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CAUTIONARY NOTE TO U.S. INVESTORS REGARDING
PREPARATION OF FINANCIAL INFORMATION

As a Canadian company, the Corporation prepares its financial statements in accordance with IFRS. Consequently, all of the financial information of the Corporation is derived from financial statements of the Corporation that are prepared in accordance with IFRS, which are materially different than financial statements prepared in accordance with U.S. generally accepted accounting principles.

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CAUTIONARY NOTE TO U.S. INVESTORS REGARDING

THE USE OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

The Corporation 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 NI 43-101. As such, the information contained in this AIF 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 SEC.

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EXCHANGE RATE DATA

Unless otherwise indicated herein, references to “$”, “C$” or “Canadian dollars” refer to Canadian dollars, and references to “US$” or “U.S. dollars” refer to United States dollars. See “Cautionary Statement Regarding Forward-Looking Information”.

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The following table sets forth the high and low exchange rates for one U.S. dollar expressed in Canadian dollars for each period indicated, the average of the exchange rates for each period indicated and the exchange rate at the end of each such period, based upon the exchange rates provided by the Bank of Canada:

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On March 30, 2023, the exchange rate for one U.S. dollar expressed in Canadian dollars as reported by the Bank of Canada, was 1.3533.

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COMMODITY PRICE INFORMATION

The average fixing gold and silver prices in U.S. dollars per troy ounce for each of the two (2) years in the period ended December 31, 2022, as quoted by the London Bullion Market Association, were as follows:

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CORPORATE STRUCTURE

Name, Address and Incorporation

The Corporation was incorporated on June 13, 2006 under the BCBCA. On November 3, 2011, the Corporation changed its name from “Ringbolt Ventures Ltd.” to “North American Potash Developments Inc.”. On September 20, 2018, the Corporation changed its name from “North American Potash Developments Inc.” to “Barolo Ventures Corp.”. On November 23, 2020, the Corporation changed its name from “Barolo Ventures Corp.” to “Osisko Development Corp.”. On November 27, 2020, the Corporation was continued under the CBCA under the name “Osisko Development Corp./Osisko Développement Corp.”.

As of the date of this AIF, the Corporation is a reporting issuer in all provinces of Canada and is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”).

The Corporation’s head and registered office is located at 1100 avenue des Canadiens-de-Montréal, Suite 300, Montreal, Québec H3B 2S2.

Intercorporate Relationships

As of December 31, 2022, Osisko Development’s only material subsidiaries for the purpose of NI 51-102 were (i) Barkerville Gold Mines Ltd., a direct wholly-owned subsidiary of Osisko Development incorporated under the BCBCA. The Corporation directly holds 100% of the voting equity interests in Barkerville; and (ii) Tintic Consolidated Metals LLC, an indirect wholly-owned subsidiary of Osisko Development incorporated under the laws of Delaware. The Corporation indirectly holds 100% of the voting equity interests in Tintic.

Additional direct and indirect subsidiaries of the Corporation (i) holding, individually, 10% or less, and in the aggregate, 20% or less of the Corporation’s consolidated assets, and (ii) generating, individually, 10% or less, and in the aggregate, 20% or less of the Corporation’s consolidated sales and operating revenues, in each case, as at and for the year ended December 31, 2022, have been omitted.

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GENERAL DEVELOPMENT OF BUSINESS

Three Year History

Fiscal Year ended December 31, 2020

Launch of Osisko Development Corp.

On October 5, 2020, Osisko Gold Royalties and Barolo entered into a binding letter agreement outlining the terms upon which Osisko Gold Royalties agreed to transfer to Barolo certain mining properties (or securities of the entities that directly or indirectly own such mining properties), and a portfolio of marketable securities valued at approximately $116 million, in exchange for common shares of Barolo, resulting in a “reverse takeover” of Barolo under the policies of the TSX-V.

In addition, on October 5, 2020, Osisko Gold Royalties and Barolo entered into an engagement letter with Canaccord Genuity Corp. and National Bank Financial Inc., on behalf of a syndicate of underwriters (the “2020 Underwriters”), pursuant to which the 2020 Underwriters agreed to sell, on a bought deal private placement basis, 13,350,000 subscription receipts of Osisko Subco, which was then a wholly-owned subsidiary of Osisko Gold Royalties, at a subscription price of $7.50 per subscription receipt, for gross proceeds of $100 million (the “SR Offering”), with each subscription receipt entitling the holder thereof to receive, for no additional consideration and without further action on the part of the holder thereof, on or about the date that the Reverse Takeover Transaction would be completed, one (1) pre-Consolidation Common Share (after giving effect to the 60:1 consolidation that was completed concurrently with the closing of the Reverse Takeover Transaction) and one-half-of-one (½) Warrant. A Warrant holder will be required to exercise three (3) Whole warrants in order to purchase one whole post-Consolidation Common Share for a total price of $30.00 on or prior to December 1, 2023. The SR Offering closed on October 29, 2020.

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On October 23, 2020, the Amalgamation Agreement was executed among Barolo, Osisko Subco and Barolo Subco.

On November 20, 2020, Barolo held an annual general and special meeting of its shareholders in order to authorize and approve various corporate matters relevant to the Reverse Takeover Transaction. Each of the matters was approved by 100% of the shareholders of Barolo who voted at the meeting.

On November 25, 2020, Osisko Gold Royalties and Osisko Development announced the completion of this Reverse Takeover Transaction involving, among other things, the following events:

(collectively, the “Reverse Takeover Transaction”).

More particularly, pursuant to the Reverse Takeover Transaction:

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In addition, effective upon closing of the Reverse Takeover Transaction, Mr. Sean Roosen transitioned from his role as Chief Executive Officer and Chair of the Board of Osisko Gold Royalties to Executive Chair of Osisko Gold Royalties and he took the position of Chief Executive Officer of Osisko Development. On December 2, 2020, the Common Shares began trading under the ticker symbol “ODV” on the TSX-V.

Closing of a Bought Deal Brokered Private Placement of $40.3 million

On December 30, 2020, the Corporation closed a bought deal brokered private placement of 5,367,050 units at a price of $7.50 per unit for aggregate gross proceeds of approximately $40.3 million. Each unit consisted of one (1) pre-Consolidation Common Share and one-half-of-one (½) Warrant. A Warrant holder will be required to exercise three (3) whole Warrants in order to purchase one whole post-Consolidation Common Share for a total price of $30.00 on or prior to December 1, 2023.

Fiscal Year ended December 31, 2021

$80 Million Non-Brokered Private Placement

On January 8, 2021, the Corporation closed the first tranche of a non-brokered private placement of 9,346,464 units at a price of $7.50 per unit for aggregate gross proceeds of approximately $68.6 million. Each unit consisted of one (1) pre-Consolidation Common Share and one-half-of-one (½) Warrant. A Warrant holder will be required to exercise three (3) whole Warrants in order to purchase one whole post-Consolidation Common Share for a total price of $30.00 on or prior to December 1, 2023. The second tranche of this non-brokered private placement closed on February 5, 2021 for aggregate gross proceeds of approximately $11.2 million. Together with this second tranche, the Corporation raised an aggregate of approximately $80 million.

Director Nomination and Officer Appointments

On February 26, 2021, Mr. Alexander Dann was appointed Chief Financial Officer & VP Finance and Mr. André Le Bel was appointed Corporate Secretary following the resignation of Mr. Benoit Brunet. On May 26, 2021, Ms. Marina Katusa was nominated to the Board. On August 16, 2021, Mr. Martin Ménard was appointed as Vice-President, Engineering and Construction.

$33.6 Million Bought Deal Private Placement

On March 18, 2021, Osisko Development announced the completion of a bought deal brokered private placement of an aggregate of: (i) 2,055,742 flow-through pre-Consolidation Common Shares of the Corporation at a pre-Consolidation price of $9.05 per Common Share; and (ii) 1,334,500 charity flow-through pre-Consolidation Common Shares of the Corporation at a pre-Consolidation price of $11.24 per Common Share, for aggregate gross proceeds of approximately $33.6 million.

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Listing of Warrants

On October 25, 2021, 14,789,258 Warrants were listed for trading on the TSX-V under the symbol “ODV.WT” (the “Listed Warrants”). Each Listed Warrant entitles the holder thereof to acquire one Common Share at a price of $10.00 per Common Share. A Listed Warrant holder will be required to exercise three (3) whole Listed Warrants in order to purchase one whole post-Consolidation Common Share for a total price of $30.00 at any time on or prior to December 1, 2023.

Employee Share Purchase Plan

On December 21, 2021, the Corporation announced that the Board had approved amendments to the Corporation’s ESP Plan in order to accelerate the vesting provisions of the shares granted thereunder, subject to a holding period, and to clarify existing provisions of the ESP Plan, without altering the scope, nature and intent of such provisions.

Bonanza Ledge II Project Updates

In March 2021, processing of mineralized material commenced at the Bonanza Ledge II Project, generating $7.7 million in revenues for the year ended December 31, 2021. The Corporation recognized an impairment on its Bonanza Ledge II Project of $58.4 million during the year ended December 31, 2021, triggered by continuing operational challenges leading to lower production and revenues than originally planned.

On October 27, 2021, the Province of British Columbia, Lhtako Dené First Nation and the Corporation announced the approval of amendments to Mines Act Permits M-238 and M-198 allowing for the expansion of the existing Bonanza Ledge II Project underground mine. These amendments support the ongoing employment of 127 workers at the mine.

Fiscal Year ended December 31, 2022

Acquisition of Tintic Consolidated Metals LLC

On January 25, 2022, Osisko Development announced that it had entered into definitive agreements (together, the “Tintic Agreements”) with IG Tintic LLC and Ruby Hollow LLC to acquire 100% of Tintic, which acquisition was completed on May 30, 2022 (the “Tintic Acquisition”). Concurrently with the announcement of the Tintic Acquisition, the Corporation announced that, through a wholly-owned subsidiary, it had entered into a non-binding metals stream term sheet with a wholly-owned subsidiary of Osisko Gold Royalties, which proceeds from the stream would be used to fund a portion of the cash consideration payable on closing of the Tintic Acquisition. Pursuant to the Tintic Acquisition, Osisko Development acquired 100% ownership of the producing Trixie test mine, as well as mineral claims covering more than 17,000 acres (including over 14,200 acres of which are patented) in Central Utah’s historic Tintic Mining District (collectively, the “Tintic Project”). Pursuant to the terms of the Tintic Agreements, Osisko Development acquired 100% of Tintic from IG Tintic LLC and Ruby Hollow LLC. Osisko Development funded the Tintic Acquisition through the issuance of (i) 12,049,449 Common Shares, (ii) aggregate cash payments of approximately US$54 million, (iii) the issuance of an aggregate of 2% NSR royalties, with a 50% buyback right in favour of the Corporation exercisable within five years, (iv) US$12.5 million in deferred payments, and (v) the granting of certain other contingent payments, rights and obligations. On May 30, 2022, the Corporation also announced that it had entered into a binding term sheet with Osisko Bermuda Limited (“OBL”), a wholly-owned subsidiary of Osisko Gold Royalties, for a stream on the metals produced from the Tintic Project (“Tintic Stream”) for a total cash consideration of US$20 million. The Tintic Stream was closed on September 26, 2022, pursuant to which the Corporation agreed to 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 Tintic Stream rate will decrease to 2.0% on all metals produced.

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Brokered and Non-Brokered Private Placement

On February 2, 2022, Osisko Development announced a non-brokered private placement of initially up to 2,857,142 subscription receipts of Osisko Development (the “Non-Brokered Subscription Receipts”) at a price of US$3.50 per Non-Brokered Subscription Receipt (the “Non-Brokered Offering”). Each Non-Brokered Subscription Receipt entitled the holder thereof to receive, upon the satisfaction of the Non-Brokered Escrow Release Condition and without payment of additional consideration, one (1) unit of Osisko Development (each, a “Non-Brokered Unit”). Each Non-Brokered Unit was comprised of one (1) pre-Consolidation Common Share and one (1) Warrant (a “Non-Brokered Warrant”). A Non-Brokered Warrant holder is required to exercise three (3) whole Non-Brokered Warrants in order to purchase one whole post-Consolidation Common Share for a total price of US$18.00 for a period of five (5) years following the date of issue. On February 7, 2022, Osisko Development announced an up-size of the Non-Brokered Offering to 31,500,000 Non-Brokered Subscription Receipts at the same price, for aggregate gross proceeds of US$110.3 million. On March 4, 2022, Osisko Development announced the closing of the first tranche of the Non-Brokered Offering, pursuant to which a total of 24,215,099 Non-Brokered Subscription Receipts were issued for gross proceeds of approximately US$84.8 million. On March 29, 2022, Osisko Development announced the closing of the second tranche of the Non-Brokered Offering, pursuant to which a total of 9,365,689 Non-Brokered Subscription Receipts were issued for gross proceeds of approximately US$32.8 million. On April 21, 2022, Osisko Development announced the closing of the final tranche of the Non-Brokered Offering pursuant to which a total of 512,980 Non-Brokered Subscription Receipts were issued for gross proceeds of approximately US$1.795 million. The total amount of gross proceeds from the three tranches of Non-Brokered Subscription Receipts was approximately US$119.4 million. The gross proceeds of the Non-Brokered Offering were held in escrow pending, among other things, the completion of the listing of the Common Shares on the NYSE (the “Non-Brokered Escrow Release Condition”), which was contingent upon Osisko Development meeting the listing requirements of the NYSE and involved, among other things, a consolidation of the Common Shares. The Consolidation was effective May 4, 2022 and the Common Shares began trading on the NYSE on May 27, 2022.

On February 9, 2022, Osisko Development announced a bought deal brokered private placement of initially an aggregate 9,000,000 subscription receipts of Osisko Development (the “Brokered Subscription Receipts”) and/or units of Osisko Development (the “Brokered Units” and, together with the Brokered Subscription Receipts, the “Brokered Offered Securities”) at a price of $4.45 per Brokered Offered Security (the “Brokered Offering”). Later on February 9, 2022, Osisko Development announced an up-size of the Brokered Offering to an aggregate of 20,225,000 Brokered Offered Securities at the same price, for aggregate gross proceeds of $90,001,250. Each Brokered Unit was comprised of one (1) pre-Consolidation Common Share and one (1) Warrant (a “Brokered Warrant”). A Brokered Warrant holder will be required to exercise three (3) whole Brokered Warrants in order to purchase one whole post-Consolidation Common Share for a total price of $22.80 for a period of 60 months following the closing date of the Brokered Offering. Each Brokered Subscription Receipt entitled the holder thereof to receive, upon the satisfaction of the Brokered Escrow Release Condition , and without payment of additional consideration, one (1) Brokered Unit. Osisko Development granted the underwriters under the Brokered Offering an option, exercisable in whole or in part up to 48 hours prior to the closing of the Brokered Offering, to purchase up to an additional aggregate amount of 3,033,750 Brokered Subscription Receipts and/or Brokered Units for additional gross proceeds of up to $13,500,187.50. On March 2, 2022, Osisko Development announced the completion of the Brokered Offering of an aggregate of (i) 13,732,900 Brokered Subscription Receipts and (ii) 9,525,850 Brokered Units for aggregate gross proceeds of approximately $103.5 million, including the full exercise of the underwriters’ option. The gross proceeds from the sale of the Brokered Subscription Receipts, net of expenses of the underwriters and 50% of the commissions payable to the underwriters in respect of the Brokered Subscription Receipts, were placed into escrow and released immediately prior to the completion of the acquisition by Osisko Development of Tintic (the “Brokered Escrow Release Condition”). On May 30, 2022, the Brokered Escrow Release Condition was met, and the gross proceeds of the Brokered Offering and accrued interest thereon, net of the commission (including accrued interest thereon) and expenses payable to the underwriters of the Brokered Offering, were released to the Corporation and the Brokered Subscription Receipts were converted into the underlying securities.

Share Consolidation

On May 4, 2022 the Corporation announced that, pursuant to a special resolution passed by shareholders on April 26, 2022, and to the consolidation ratio subsequently approved by the Board, the consolidation of all of its issued and outstanding common shares on the basis of one (1) post-Consolidation Common Share for every three (3) pre-Consolidation Common Shares was taking effect as of the same day.

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The exercise price and number of Common Shares of the Corporation issuable upon the exercise of outstanding stock options, warrants or other convertible securities was proportionately adjusted to reflect the Consolidation in accordance with the terms of the securities.

NYSE Listing

On May 23, 2022, Osisko Development announced that it had been approved to list its Common Shares on the NYSE. The Common Shares commenced trading on the NYSE on May 27, 2022 under the trading ticker symbol “ODV”. Listing of the Common Shares on the NYSE satisfied the Non-Brokered Escrow Release Condition, causing the release of US$119.4 million in cash proceeds to the Corporation, and the conversion of the Non-Brokered Subscription Receipts into the underlying securities.

Preliminary Economic Assessment and Permitting for Cariboo Project

On May 24, 2022, Osisko Development announced the results from its Preliminary Economic Assessment (“PEA”) completed by BBA Engineering Ltd., consultants for the Cariboo Project. The PEA was filed on SEDAR as a technical report and was prepared in accordance with NI 43-101. The PEA recommended that the Corporation continue to work towards a feasibility study.

Tintic Project Technical Report

On June 10, 2022, the Corporation announced that it had filed the technical report titled “Technical Report on the Tintic Project, East Tintic Mining District, Utah County, Utah, USA” dated June 10, 2022, with an effective date of June 7, 2022.

San Antonio Mineral Resource Estimate and Technical Report

On June 30, 2022, Osisko Development announced an initial open pit mineral resource estimate for the San Antonio Gold Project and on July 22, 2022, the Corporation announced that it had filed the San Antonio Technical Report.

Officer Appointment

On July 1, 2022, Laurence Farmer was appointed as General Counsel, Vice President Strategic Development and Corporate Secretary of the Corporation.

Williams Lake First National Participation Agreement

On July 5, 2022, the Corporation announced the entering into of a participation agreement with Williams Lake First Nation relating to the development of the Cariboo Gold Project.

Inaugural Sustainability Report

On August 16, 2022, Osisko Development published its inaugural sustainability report for 2020 and 2021, which describes management’s approach to, and performance in, a variety of environmental, social and governance considerations.

Impairment on San Antonio Project

On September 30, 2022, Osisko Development recorded an $81 million non-cash impairment charge on the San Antonio Project to reduce its book value to its net estimated recoverable amount of $35.0 million ($nil net of stream financing).

Director Nomination

On December 14, 2022, Mr. David Danziger was appointed as an independent non-executive director of the Board.

Impairment on Cariboo Gold Project

On December 31, 2022, Osisko Development recorded an impairment of $59 million on the Cariboo Gold Project to adjust the book value to its realizable value.

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Events Subsequent to December 31, 2022 Fiscal Year End

Feasibility Study and Technical Report for Cariboo Project

On January 3, 2023, Osisko Development announced the results of an independent feasibility study on the Cariboo Gold Project which have been prepared in accordance with NI 43-101. On January 11, 2023, Osisko Development announced that it had filed the Cariboo Technical Report. See “Schedule A – Technical Information – Cariboo Gold Project”.

Tintic Project Initial Mineral Resource and Technical Report

On January 17, 2023, Osisko Development announced an initial mineral resource estimate for the Tintic Project. On January 31, 2023, Osisko Development announced that it had filed the Tintic Technical Report. See “Schedule A – Technical Information – Tintic Project”.

Share Issuance Pursuant to Participation Agreement with Williams Lake First Nation

On February 24, 2023, Osisko Development announced that it had issued 10,000 Common Shares in accordance with the terms of a participation agreement dated June 10, 2022 with the Williams Lake First Nation relating to the Cariboo Gold Project.

Closing of a $51.8 million Bought Deal Public Offering

On March 2, 2023, Osisko Development announced the completion of a bought deal public offering of an aggregate of 7,841,850 units of the Corporation at a price of $6.60 per unit, for aggregate gross proceeds of approximately $51.8 million, including the full exercise of the over-allotment option (the “Bought Deal Offering”). Each unit was comprised of one (1) Common Share and one (1) Warrant (a “Bought Deal Warrant”), with each Bought Deal Warrant entitling the holder thereof to purchase one (1) additional Common Share at a price of $8.55 per Common Share for a period of 36 months following the closing date of the offering, subject to adjustments.

Repricing of Brokered and Non-Brokered Warrants

On March 14, 2023, Osisko Development announced that, subject to the final approval of the TSX-V, it intended to amend the exercise prices of the Brokered Warrants and Non-Brokered Warrants such that (i) the exercise price of the Brokered Warrants is reduced from $22.80 per Common Share to $14.75 per Common Share and (ii) the exercise price of the Non-Brokered Warrants is reduced from US$18.00 per Common Share to US$10.70 per Common Share (the “Warrant Repricing”). The Warrant Repricing was completed on March 17, 2023.

Significant Acquisitions

In the most recently completed financial year, there were no significant acquisitions for which the Corporation was required to file a business acquisition report (BAR) under NI 51-102.

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DESCRIPTION OF BUSINESS

General

Osisko Development is a North American gold development company focused on high-quality past-producing properties located in mining friendly jurisdictions with district scale potential. The Corporation’s objective is to become a North American intermediate producer of precious metals, through curating and advancing a portfolio of development projects and investments with potential for value creation. Its flagship mining asset is the Cariboo Gold Project, located in the District of Wells, British Columbia, Canada. Osisko Development’s project pipeline is complemented by the Tintic Project, located in Utah, United States and the San Antonio Project, located in Sonora, Mexico. For further details regarding the material mineral projects of the Corporation, see “Schedule A – Technical Information – Cariboo Gold Project” and “Schedule A – Technical Information – Tintic Project”.

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As of the date of this AIF, the Corporation considers the Cariboo Gold Project and the Tintic Project to be its only material mineral properties for the purposes of NI 43-101. The board of directors has recently authorized a strategic review of the San Antonio Project, which includes exploring the potential for a financial or strategic partner in the asset or for a full or partial sale of the asset. The Corporation has engaged a financial advisor in connection with such strategic review.

In addition, the Corporation’s assets include a portfolio of shares, mainly of Canadian publicly traded exploration and development mining companies. The Corporation may, from time to time and without further notice, except as required by law or regulations, increase or decrease its investments at its discretion.

The following table presents the main investment of the Corporation in marketable securities as at March 31, 2023:

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Reorganizations

Within the three (3) most recently completed financial years, the Corporation completed the Reverse Takeover Transaction, which constitute a material reorganization of the Corporation. See “General Development of Business – Three Year History – Fiscal Year Ended December 31, 2020 – Launch of Osisko Development Corp.”.

Social and Environmental Policies

The Corporation views sustainability as a key part of its strategy to create value for its shareholders and other stakeholders. The Corporation focuses on the following key areas: (i) promoting the mining industry and its benefits to society; (ii) maintaining strong relationships with the Federal, Provincial, Municipal and First Nations governments where the Corporation has activities and projects; (iii) supporting the economic development of regions where it operates; (iv) promoting diversity throughout the organization and the mining industry; and (vi) encouraging investee companies to adhere to the same areas of focus in sustainability.

Further, the Corporation’s Code of Ethics provides basic guidelines setting forth the ethical behavior expected from every employee of the Corporation with respect to the use of Corporation time and assets, protection of confidential information, conflicts of interest, trading in the Corporation’s securities and other matters. The Code of Ethics specifically requires, among other things, that all employees follow all applicable laws and regulations wherever the Corporation does business, work safely in accordance with regulatory and other industry standards, treat everyone fairly and equitably, work in an environmentally responsible manner and respect the cultures and rights of communities where the Corporation operates its business. Strict adherence to the Code of Ethics is a condition of employment with the Corporation and any breach thereof is cause for appropriate disciplinary action, which may include dismissal. The Corporation respects and supports the dignity, well-being and rights of its employees, their families and the communities in which it operates. The Corporation also sets out to build enduring relationships with its neighbours that demonstrate mutual respect, active partnership, and long-term commitment. The Corporation respects the diversity of Indigenous peoples acknowledging the unique and important interests that they have in the land, waters and environment as well as their history, culture and traditional ways.

Environment and Sustainability Committee

The Environmental and Sustainability Committee is a committee of the Board to which the Board delegates its responsibility to oversee certain health, safety, corporate social responsibility and environmental matters and to recommend to the Board the steps to be taken in connection with these areas of activity.

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The Environmental and Sustainability Committee has the general mandate to: (i) review the corporate policies and guidelines, systems and controls that are prepared and/or implemented by management in connection with the activities of the Corporation in respect of the work environment (occupational health, safety and training matters), the human environment (corporate social responsibility matters) and the physical environment (environmental matters); and (ii) deal with all matters relating to these three (3) areas of activities, including, without restriction, evaluating the Corporation’s overall performance in respect of the above-described areas of activities as well as how the work, human and physical environments affect the Corporation, make relevant recommendations to the Board in respect of any of the foregoing, and oversee the implementation and administration thereof. The Environmental and Sustainability Committee held three (3) meetings during the financial year ended December 31, 2022.

Business Cycles

The mining business is subject to global macro-economic cycles which affect the marketability of products derived from mining.

Foreign Operations

One of Osisko Development’s material projects, the Tintic Project, is located in Utah, United States. In addition, the San Antonio Project is also located in Mexico. See “Risk Factors – Risk Factors Related to the Corporation – Enforcing Judgments ”.

Specialized Skills

The Corporation’s business requires specialized skills and knowledge in the areas of geology, mining, mineral processing, environmental management, permitting, First Nations relations and the global commodity markets. To date, the Corporation has been able to locate and retain such professionals in Canada, the United States and Mexico, and believes it will be able to continue to do so.

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Economic Dependence

The Corporation’s business is not dependent on any contract to sell a major part of its products or to purchase a major part of its requirements for goods, services or raw materials, or on any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends. It is not expected that the Corporation’s business will be affected in the current financial year by the renegotiation, amendment or termination of contracts or subcontracts.

Employees

As at December 31, 2022, the Corporation had 256 employees.

Competitive Conditions

The Corporation competes with other companies that focus on the discovery and acquisition of properties considered to have commercial potential. The Corporation also competes with other precious metals focused companies for capital and human resources.

See “Risk Factors – Risk Factors Related to the Corporation – Competition”.

RISK FACTORS

The Corporation’s business, being the acquisition, exploration and development of mineral properties in Canada and worldwide, is speculative and involves a high degree of risk. The risk factors listed below could materially affect the Corporation’s financial condition and/or future operating results, and could cause actual events to differ materially from those described in Forward-Looking Information relating to or made by the Corporation.

In evaluating the Corporation and its business, the readers should carefully consider the risk factors which follow and the risks set forth in the Corporation’s continuous disclosure documents filed on SEDAR and EDGAR. These risk factors may not be a definitive list of all risk factors associated with an investment in the Corporation or in connection with its business and operations.

The risks described herein and in other documents forming part of the Corporation’s disclosure record are not the only risks facing the Corporation. Additional risks and uncertainties not currently known to the Corporation, or that the Corporation currently deems immaterial, may also materially and adversely affect its business. Prospective purchasers or holders of Common Shares should give careful consideration to all risk factors enumerated below.

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Risk Factors Related to the Corporation

Mineral Exploration and Development

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 Operations

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, geotechnical challenges 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 Corporation 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 Corporation.

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.

Operations Not Supported by a Feasibility Study

Certain operations of the Corporation including the test mining at Bonanza Ledge II Project, processing of the stockpile at the San Antonio Project (Sapuchi mine), and the small-scale test mining carried out at the Tintic Project, have been operated without the benefit of a feasibility study including mineral reserves, demonstrating economic and technical viability, and, as a result, there may be increased uncertainty of achieving any particular level of recovery of material or the cost of such recovery. Historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that commercial production will commence, continue as anticipated or at all or that anticipated production costs will be achieved. The failure to commence or continue production would have a material adverse impact on the Corporation’s ability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs would have a material adverse impact on the Corporation’s cash flow and potential profitability. In continuing current operations at Bonanza Ledge II Project and at the Tintic Project as well as commencing processing at San Antonio Project (Sapuchi mine), the Corporation will not be basing its decision to continue such operations on a feasibility study of mineral reserves demonstrating economic and technical viability.

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Unanticipated Metallurgical Processing Problems

Unanticipated metallurgical processing problems may occur during operations, including, without limitation, mechanical problems with milling or extraction equipment, unexpected grade anomalies in processed material, contaminants in processing or processed material, and the inability to operate tested processes at scale which can lead to lower metallurgical recoveries than expected and delay and impede operations, which may affect the potential profitability of the Corporation's material mineral properties. In addition, further metallurgical testing or operations may determine that the metals cannot be extracted as economically as anticipated.

Industry Conditions

The exploration for and development of mineral deposits involve significant risks and while the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. All of the Corporation's properties are in the development or exploration stage and the Corporation is presently not commercially exploiting any of its properties and its future success will depend on its capacity to generate revenues from an exploited property.

The discovery of mineral deposits depends on a number of factors, including the professional qualification of its personnel in charge of exploration. 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, as well as metal prices which are highly cyclical and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. In the event that the Corporation wishes to commercially exploit one of its properties, the exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Corporation not receiving an adequate return on invested capital. The Corporation's operations will be subject to all the hazards and risks normally encountered in the exploration and development of mineral deposits. Mining operations generally involve a high degree of risk, including unusual and unexpected geological formations.

Uncertainty of Mineral Resource and Mineral Reserve Estimates

Mineral resource and mineral reserve figures are only estimates. Mineral resource and mineral reserve estimates have inherent uncertainty. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. While the Corporation believes that the mineral resource and mineral reserve estimates, as applicable, in respect of properties in which the Corporation 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.

Negative Operating Cash Flow

For the financial years ended December 31, 2022 and 2021, the Corporation had negative operating cash flow of $50.3 million and $41.4 million, respectively, and also reported a net loss of $192.5 million and $133.3 million, respectively. For the same ending periods, the Corporation had approximately $19.1 million and $13.6 million, respectively, in outstanding debt mainly related to leasing obligations. As a result of the expected expenditures to be incurred by the Corporation for the development of the Corporation's material projects, the Corporation anticipates that negative operating cash flows will continue for the foreseeable future. There can be no assurance that the Corporation will generate positive cash flow from operations in the future. The Corporation will require substantial additional capital in order to fund its future exploration and development activities for its material projects. To the extent that the Corporation continues to have negative operating cash

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flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. Furthermore, significant additional financing, whether through the issue of additional securities and/or debt, will be required to continue the development of the Corporation'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 Corporation as those previously obtained, or at all. Any failure to obtain additional financing or failure to achieve profitability and positive operating cash flows will have a material adverse effect on its financial condition and results of operations.

No Earnings and History of Losses

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 Corporation 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 Corporation 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 Corporation’s operating expenses and capital expenditures may increase in future years with advancing exploration, development, and/or production from the Corporation’s properties. The Corporation does not anticipate to receive 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 Corporation’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 Corporation may be forced to substantially curtail or cease operations.

Financing Risks and Additional Financing

The Corporation's operations are subject to financing risks and additional financing may result in dilution or partial sale of assets. At the present time, the Corporation has exploration and development assets which may generate periodic revenues through test mining, but has no mines in the commercial production stage. The Corporation cautions that test mining at its operations could be suspended at any time. The Corporation's ability to explore for and find 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 Corporation develops will require significant capital expenditures. Currently, the Corporation does not have any producing projects and no sources of revenue and any projects it develops will require significant capital expenditures. As a result, the Corporation may be required to seek additional sources of debt and equity financing in the near future. To obtain such funds, the Corporation may sell additional securities including, but not limited to, the Corporation's shares or some form of convertible security, the effect of which could result in a substantial dilution of the equity interests of the Corporation's shareholders. Alternatively, the Corporation may also sell a part of its interest in an asset in order to raise capital. There is no assurance that the Corporation 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 could have a material adverse effect on the Corporation's growth strategy, results of operations, financial condition and project scheduling. The development of the Corporation's material mineral properties remains subject to, among other things, Osisko Development securing adequate financing on conditions acceptable to it.

Regulatory Matters

The Corporation’s activities are subject to governmental laws and regulations. These activities can be affected at various levels by governmental regulation governing prospecting and development, price control, taxes, labour standards and occupational health, expropriation, mine safety, compliance with securities matters and other matters. Exploration and commercialization are subject to various federal, provincial and local laws and regulations relating to the protection of the environment. These laws impose high standards on the mining industry to monitor the discharge of wastewater and report the results of such monitoring to regulatory authorities, to reduce or eliminate certain effects on or into land, water or air, to progressively rehabilitate mine properties, to manage hazardous wastes and materials and to reduce the risk of worker accidents.

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective

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measures, installation of additional equipment or remedial actions, any of which could result in significant expenditures. The Corporation may also be required to compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of the Corporation’s activities and delays in the exploration and development of the projects and properties.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in capital expenditures or development costs or require abandonment or delays in development of new mining properties.

Also, no assurance can be made that the Canada Revenue Agency and provincial agencies will agree with the Corporation’s characterization of expenses as Canadian exploration expenses or Canadian development expenses or the eligibility of such expenses as Canadian exploration expenses under the Tax Act or any provincial equivalent.

Taxation Laws or Reviews

The Corporation 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 Corporation 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 Corporation’s liquidities. Taxes may also adversely affect the Corporation’s ability to repatriate earnings and otherwise deploy its assets.

Changes in Economic and Political Conditions and Regulations

The economics of the exploration and development of mining projects are affected by many factors, including the costs of exploration and development, variations of grade of mineralized material discovered, fluctuations in metal prices, foreign exchange rates and the prices of goods and services, applicable laws and regulations, including regulations relating to royalties, allowable production and importing and exporting goods and services. Depending on the price of minerals, the Corporation may determine that it is neither potentially profitable nor advisable to acquire or develop properties.

The Corporation’s mineral properties are located in Canada, the United States and Mexico. Economic and political conditions in these countries could adversely affect the business activities of the Corporation. These conditions are beyond the Corporation’s control, and there can be no assurance that any mitigating actions by the Corporation will be effective.

Changing laws and regulations relating to the mining industry or shifts in political conditions may increase the costs related to the Corporation’s activities including the cost of maintaining its properties. Operations may also be affected to varying degrees by changes in government regulations with respect to restrictions on exploration and development activities, price controls, export controls, income taxes, royalties, expropriation of property, environmental legislation (including specifically legislation enacted to address climate change) and mine safety. The effect of these factors cannot be accurately predicted. Economic instability could result from current global economic conditions and could contribute to currency volatility and potential increases to income tax rates, both of which could significantly impact the Corporation’s potential profitability.

The Corporation’s activities are subject to extensive laws and regulations governing worker health and safety, employment standards, waste disposal, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters. Regulators have broad authority to shut down and/or levy fines against facilities that do not comply with regulations or standards.

Risk factors specific to certain jurisdictions are described throughout, including specifically “Security in Mexico”. The occurrence of the various factors and uncertainties related to economic and political risks of operating in the Corporation’s jurisdictions cannot be accurately predicted and could have a material adverse effect on the Corporation.

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Enforcing Judgments

As the Corporation is a Canadian corporation and most of its directors and officers reside in Canada, it may be difficult or impossible for investors in the United States to effect service or to realize on judgments obtained in the United States predicated upon the civil liability provisions of the U.S. federal securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against the Corporation or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue-sky laws of any state within the United States, or (ii) would enforce, in original actions, liabilities against the Corporation or such persons predicated upon the U.S. federal securities laws or any such state securities or blue-sky laws. Similarly, some of the Corporation’s directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada and some of the Corporation’s mineral assets, including the Tintic Project, are located outside of Canada and are held indirectly through foreign affiliates. As a result, it may be difficult or impossible for Canadian investors to initiate a lawsuit within Canada against these persons or to enforce judgments in Canada against such assets. In addition, it may not be possible for Canadian investors to collect from these persons or assets judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult or impossible for Canadian investors to succeed in a lawsuit in the United States based solely on violations of Canadian Securities Laws.

Permits, Licences and Approvals

The operations of the Corporation require licences and permits from various governmental authorities. The Corporation believes it holds or is in the process of obtaining all necessary licences and permits to carry on the activities, which it is currently conducting under applicable laws and regulations. Such licences and permits are subject to changes in regulations and in various operating circumstances. There can be no guarantee that the Corporation will be able to obtain all necessary licences and permits that may be required to maintain its business operations, mining activities, construct mines or milling facilities and commence operations of any of its exploration properties. In addition, if the Corporation proceeds to production on any exploration property, it must obtain and comply with permits and licences which may contain specific conditions concerning operating procedures, water use, the discharge of various materials into or on land, air or water, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Corporation will be able to obtain such permits and licences or that it will be able to comply with any such conditions.

Local Communities, Indigenous Peoples and First Nations

Indigenous title claims, rights to consultation/accommodation and the Corporation’s relationship with local communities may affect the Corporation’s existing exploration and development projects. Governments in many jurisdictions must consult with Indigenous peoples and First Nations with respect to grants of mineral rights or surface rights and the issuance or amendment of project authorizations. Consultation and other rights of Indigenous peoples and First Nations may require accommodations, including undertakings regarding employment, royalty payments and other matters. This may affect the Corporation’s ability to acquire, within a reasonable time frame, effective mineral titles or surface rights in these jurisdictions, including in some parts of Canada, Mexico and the United States, in which Indigenous or local communities’ titles are claimed, and may affect the timetable and costs of development of mineral properties in these jurisdictions. The risk of unforeseen Indigenous title claims also could affect exploration and development projects. These legal requirements may also affect the Corporation’s ability to transfer existing projects or to develop new projects.

The Corporation’s relationship with the communities in which it conducts activities are critical to ensure the future success of its existing activities and the exploration and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Adverse publicity relating to the mining industry generated by non-governmental organizations and others could have an adverse effect on the Corporation’s reputation or financial condition and may impact its relationship with the communities in which it conducts activities. While the Corporation is committed to working in a socially responsible manner, there is no guarantee that the Corporation’s efforts in this regard will mitigate this potential risk.

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The inability of the Corporation to maintain positive relationships with local communities may result in additional obstacles to permitting, increased legal challenges, or other disruptive operational issues at any of the Corporation’s projects, and could have a significant adverse impact on the Corporation’s share price and financial condition.

Environmental Risks and Hazards

The Corporation is subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Corporation's operations. Environmental hazards may exist on the properties which are unknown to the Corporation at present and which have been caused by previous or existing owners or operators of the properties. Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required.

Competition

The Corporation’s activities are directed towards the exploration, evaluation and development of mineral deposits. There is no certainty that the expenditures to be made by the Corporation will result in discoveries of commercial quantities of mineral deposits. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Corporation will compete with other interests, many of which have greater financial resources than it will have, for the opportunity to participate in promising projects. Significant capital investment is required to achieve commercial production from successful exploration efforts, and the Corporation may not be able to successfully raise funds required for any such capital investment.

Anti-Bribery Laws

The Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act and anti-bribery laws in other jurisdictions where the Corporation does business, prohibit companies and their intermediaries from making improper payments for the purposes of obtaining or retaining business or other commercial advantage. The Corporation’s policies mandate compliance with these anti-bribery laws, which often carry substantial penalties. The Corporation operates in jurisdictions that have experienced governmental and private sector corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with certain local customs and practices. There can be no assurances that the Corporation’s internal control policies and procedures will always protect it from reckless or other inappropriate acts committed by the Corporation’s affiliates, employees or agents. Violations of these laws, or allegations of such violations, could have a material adverse effect on the Corporation’s business, financial position and results of operations.

Management

The Corporation is dependent on certain members of its management, particularly its Chief Executive Officer. The loss of their services could adversely affect the Corporation.

The Corporation may experience difficulty attracting and retaining qualified management to grow its business, which could have a material adverse effect on the Corporation’s business and financial condition. The Corporation is dependent on the services of key executives and other highly skilled personnel focused on advancing its corporate objectives as well as the identification of new opportunities for growth and funding. The loss of these persons or its inability to attract and retain additional highly skilled employees required for its activities may have a material adverse effect on the Corporation’s business and financial condition. Further, while certain of the Corporation’s officers and directors have experience in the exploration, development and operation of mineral properties, the Corporation remains highly dependent upon contractors and third parties in the performance of their exploration and development activities. There can be no guarantee that such contractors and third parties will be available to carry out such activities on behalf of the Corporation or be available upon commercially acceptable terms.

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Implementation of Business Strategy

There can be no assurance that Osisko Development's management team will be successful in implementing its strategy (including as set out in this AIF) or that past results will be reproduced going forward. The management team may experience difficulties in effecting key strategic goals such as the growth and investment in tier one assets, tier two assets and strategic assets, the sale of non-core assets or the development of exploration projects. The performance of the Corporation's operations could be adversely affected if its management team cannot implement the stated business strategy effectively.

Conflicts of Interest

Certain directors and officers of the Corporation also serve as directors and officers of other companies involved in natural resource exploration and development. Consequently, there is a possibility that such directors and officers will be in a position of conflict of interest. Any decision made by such directors and officers involving the Corporation will be made in accordance with their duties and obligations to deal fairly and in good faith with the Corporation and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a material conflict of interest.

Factors Beyond the Control of Osisko Development

The potential profitability of mineral properties is dependent upon many factors beyond the Corporation’s control. For instance, world prices of and markets for minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of minerals from mined mineralized material (assuming that such mineral deposits are known to exist) may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect potential profitability and, possibly, the economic viability of a property. Profitability will also depend on the costs of operations, including costs of labour, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways the Corporation cannot predict and are beyond the Corporation’s control, and such fluctuations will impact on profitability and may eliminate the Corporation’s ability to achieve profitability altogether, or if achieved, its ability to maintain profitability. Additionally, due to worldwide economic uncertainty, (i) the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project; and (ii) global supply chain may also be negatively affected. These changes and events may materially affect the financial performance of the Corporation and they may also negatively impact the project schedule.

Lack of Insurance Coverage

The Corporation may be subject to liability or sustain loss for certain risks and hazards against which it does not or cannot economically insure, taking into consideration the importance of the premiums or other reasons. 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 Corporation’s business. Consequently, many of the foregoing risks and hazards could result in damage to, or destruction of, the Corporation’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. The Corporation 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 Corporation.

Fluctuation in Market Value

The price of the Common Shares has been and may continue to be volatile. For example, the price per Common share peaked at a high price of $26.59 per Common Share in February, 2021, shortly following the completion of the Reverse Takeover Transaction, and has since declined significantly, reaching a low of $3.98 per Common Share in April 2022 2022 ($6.55 per Common Share on March 30, 2023), all on a post-Consolidation basis. Securities markets have a high level of

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price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price, including as a result of factors outside of such companies’ control. The price of the Common Shares is affected by the Corporation’s financial conditions or results of operations as reflected in its liquidity position and earnings reports. The price of the Common Shares may also be affected by factors unrelated to the financial performance or prospects of the Corporation, including macroeconomic developments in North America, Mexico and globally, and market perceptions of the attractiveness of particular industries, which may increase the volatility of Common Share prices. These include the risks described elsewhere in this AIF.

Other factors which may influence the price of the Corporation’s securities, including the Common Shares, include, but are not limited to: worldwide economic conditions; changes in government policies; investor perceptions; movements in global interest rates and global stock markets; variations in operating costs; the cost of capital that the Corporation may require in the future; metals prices; the price of commodities necessary for the Corporation’s operations; recommendations by securities research analysts; issuances of Common Shares or debt securities by the Corporation; exploration and development successes and, if applicable, the share price performance of the Corporation’s competitors; the addition or departure of key management and other personnel; significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Corporation or its competitors; news reports relating to trends, concerns, technological or competitive developments, regulatory changes and other related industry and market issues affecting the mining sector; publicity or other third party statements or coverage about the Corporation (including its prospects and strategy) and its personnel; loss of a major funding source; and all market conditions that are specific to the mining industry.  There can be no assurance that such fluctuations will not affect the price and liquidity of the Corporation’s securities. In addition, a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Corporation’s securities to be delisted from the NYSE and/or the TSX-V, further reducing market liquidity.

Securities class action litigation has often been brought against companies following periods of volatility in the market price of their securities. The Corporation may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Further, the Corporation’s public disclosure record is available on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) and, to that end, the Corporation does not endorse, and provides no assurance in respect of, any third party statements or coverage about the Corporation.

Completion of Announced Transactions

From time to time the Corporation may enter into binding transactions to acquire assets such as mining companies, metals or mineral projects and properties. There can be no assurances the Corporation will successfully complete any announced transactions as a variety of conditions may exist that need to be waived or satisfied prior to completion. There can be no certainty that proposed benefits of transactions to acquire such assets will be realized as anticipated.

Exploration for metals and minerals is a speculative venture necessarily involving substantial risk. There is no certainty that the expenditures on any given project will result in discoveries of commercial quantities of minerals.

If mineable deposits are discovered, substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on terms acceptable to the Corporation or at all.

Mergers, Acquisitions, Joint Ventures and Integration

From time to time, Osisko Development examines opportunities to acquire, merge and joint venture assets and businesses or conduct any other type of transaction. Global landscape has changed and there are risks associated to such transactions due to liabilities and evaluations with the aggressive timelines of closing transactions from increased competition. There is also a risk that the review and examination process might be inadequate and cause material negative outcomes. Any transaction that the Corporation may choose to complete may be of a significant size, may change the scale of the Corporation's business and operations, and may expose it to new or greater geographic, political, operating, financial, legal

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and geological risks. The Corporation's success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition and integrate the acquired operations successfully with those of the Corporation. Any transactions would be accompanied by risks, including those related to changes in commodity prices after the Corporation has committed to complete the transaction and established the purchase price or exchange ratio; an ore body being below expectations; difficulty integrating and assimilating the operations and personnel of any acquired companies (which may be compounded by geographical separation, unanticipated costs, and the loss of key employees), realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies, procedures and controls across the organization; integration of the acquired business or assets diverting the attention of management or disrupt the Corporation's ongoing business and its relationships with employees, customers, suppliers and contractors; dilution of the Corporation's interests in its assets, including by the decision to grant interests to a joint venture partner; an acquired business or assets having unknown liabilities which may be significant. In the event that the Corporation chooses to raise debt capital, it may reduce its financial flexibility as the Corporation services interest and debt repayments. If the Corporation chooses to use equity as consideration for any such transaction, existing shareholders may suffer dilution. In addition, many companies in the mining industry have recently seen substantial downward pressure on their equity values after announcing significant transactions. There is a risk that if Osisko Development was to announce a significant acquisition, the value of the Common Shares could decrease over the short-, medium- and/or long-term. The Corporation cannot assure that it can complete any transaction that it pursues, or is pursuing, on favorable terms, or that any transactions completed will ultimately benefit the Corporation's business. There can be no assurance that the Corporation would be successful in overcoming the risks noted above or any other problems encountered in connection with such transactions or joint ventures. There may be no right for shareholders to evaluate the merits or risks of any future transaction or joint venture undertaken except as required by applicable laws and regulations.

Potential Fraud and Corruption

The Corporation is subject to risks related to potential to gain benefits from improper transactions and financial reporting to hide operational deficiencies or enhance remuneration. Other risks include the potential for fraud and corruption by suppliers, personnel or government officials and which may implicate the Corporation, and its compliance with applicable anti-corruption laws. The Corporation’s internal controls might not be sufficient or sophisticated enough to identify adequately all potential fraud and corruption.

Security in Mexico

In recent years, criminal activity and violence have increased and continue to increase in certain parts of Mexico. The mining sector has not been immune to the impact of criminal activity and violence, including in the form of kidnapping for ransom and extortion by organized crime, direct armed robberies of mining operations and the theft and robbery of supply convoys, including specifically for diesel. The Corporation takes measures to protect employees, property and production facilities from these and other security risks. There can be no assurance, however, that security incidents, in the future, will not have a material adverse effect on our operations.

Labour Relations

The Corporation is dependent on its ability to maintain positive relationships with its employees and there can be no assurance that the Corporation will be able to continue to do so in the future. In addition, relations between the Corporation and its employees may be impacted by regulatory or governmental changes introduced by the relevant authorities in whose jurisdictions the Corporation carries on business as well as by the COVID-19 pandemic. Adverse changes in such legislations or in the relationship between the Corporation and its employees could have a material adverse impact on the Corporation’s business, results of operations and financial condition.

Significant Influence of Osisko Gold Royalties Ltd.

As of the date hereof, Osisko Gold Royalties owns 33,333,366 Common Shares, representing approximately 39.9% of the outstanding Common Shares. As a significant shareholder of the Corporation, Osisko Gold Royalties may exercise significant influence over all matters requiring approval of the shareholders of the Corporation, including the election of directors, determination of significant corporate actions, amendments to the Corporation's articles of incorporation and the

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approval of any business combinations, mergers or takeover attempts, in a manner that could conflict with the interests of other shareholders of the Corporation.

Uncertainty of Ownership Rights and Boundaries of Resource Properties

There is no assurance that the rights of ownership and other rights in concessions held by the Corporation are not subject to loss or dispute, particularly because such rights may be subject to prior unregistered agreements or transfers or other land claims and may be affected by defects and adverse laws and regulations which have not been identified by the Corporation. There is no guarantee that title to the properties will not be challenged or impugned. The Corporation’s property interest may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.

Third Party Approvals

The Corporation may require the consent or approval of third parties in order to enter into or complete certain agreements or transactions necessary in the course of its operations. There can be no assurance that such third parties, which may include shareholders, regulatory bodies or entities with an interest in the applicable property or others (including water supply management and availability), will provide the required approval or consent or enter into such agreement in a timely manner, or at all. Failure to obtain such third party approval may result in a material adverse effect on the Corporation’s operations and financial condition.

Community Relations, Social License and Land Claim

Maintaining a positive relationship with the communities in which the Corporation operates is critical to its business operations and the development of the Cariboo Project and Tintic Project.

The Corporation may come under pressure to demonstrate that other stakeholders (including employees, communities surrounding operations and their respective countries) benefit and will continue to benefit from its commercial activities, and/or that it operates in a manner that will minimize any potential damage or disruption to the interests of those stakeholders.

Erosion of social licence or activities of third parties seeking to call into question social licence may have the effect of slowing down the development of new projects and potentially may increase the cost of constructing and operating these projects. Productivity may be reduced due to restriction of access, proceedings initiated or delays in permitting, and there may also be extra costs associated with improving the relationship with the surrounding communities.

While the Corporation is committed to operating in a socially responsible manner and working towards entering into agreements in satisfaction of such requirements there is no guarantee that its efforts will be successful, in which case interventions by third parties could have a material adverse effect on the Corporation’s business, financial position and operations.

Reliance on Historical Data

Although the Corporation’s normal data verification procedures have been employed in connection with the calculations of the mineral resource estimation on the Cariboo Project and sampling, analytical and test data underlying the estimated mineral resources have been verified by qualified persons, an extensive amount of historical data and records on the Cariboo Project was relied on in establishing these calculations. The Corporation cannot provide any comfort that it can rely upon, verify or necessarily authenticate such historical information in connection with its exploitation of the Cariboo Project. The Corporation cannot guarantee that the historical records that are available are free from material errors or inaccuracies. While the Corporation believes that the mineral resource and mineral reserve estimates in respect of its Cariboo Project reflect best estimates, the estimating of mineral resources is a subjective process and the accuracy of mineral resource estimate 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 estimate, and the actual deposits encountered and the economic viability of a deposit may differ materially from estimates.

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Reputational Risks

Reputational risk is the risk that an activity undertaken by an organization or its representatives will impair its image in the community or lower public confidence in it, resulting in loss of revenue, legal action or increased regulatory oversight and loss of valuation and share price. Possible sources of reputational risk could come from, but are not limited to, operational failures, non-compliance with laws and regulations or leading an unsuccessful financing. In addition to its risk management policies, controls and procedures, the Corporation has a formal Code of Ethics to help manage and support Osisko Development’s reputation.

Infrastructure, Supplies and Inflation

The availability of skilled labour, electricity and other necessary supplies at an economic cost cannot be assured. These are integral requirements for exploration, development and production facilities on mineral properties. Prices for goods and services will fluctuate in relation to the level of investment in the mining sector; it is reasonable to expect that increased demand could impact the Corporation’s future economic projections and competitiveness, as it may entail a meaningful increase in costs for various goods and services.

Improvements in the economic conditions for the mining industry as a whole will typically result in increases to both the costs of planned exploration and development activities, which must also be factored into economic models used in projections for future development and potential operations. Increased demand for, and costs of, goods or services could result in delays if they cannot be obtained in a timely manner due to inadequate availability, and may cause scheduling difficulties and delays due to the need to coordinate their availability, any of which could materially increase project exploration, development and/or construction costs. These factors could have a material adverse impact on the Corporation’s operations and financial results.

Cybersecurity Threats and Information Technology Systems

Osisko Development is dependent upon information technology systems in the conduct of its operations. The Corporation could be adversely affected by network disruptions from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity threats include attempts to gain unauthorized access to data or automated network systems and the manipulation or improper use of information technology systems.

A failure of any part of the Corporation’s information technology systems could, depending on the nature of such failure, materially adversely impact the Corporation’s reputation, financial condition and results of operations. The Corporation is subject to cybersecurity attacks and related threats from time to time. Although to date the Corporation has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that it will not incur such losses in the future. The risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As cyber threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any system vulnerabilities. In addition, the Corporation’s insurance coverage for cyber-attacks may not be sufficient to cover all the losses it may experience as a result of a cyber incident. The Corporation and its third party service providers also collects, uses, discloses, stores, transmits and otherwise processes customer, supplier and employee and others’ data as part of its business and operations, which may include personal data or confidential or proprietary information. There can be no assurance that any security measures that the Corporation or its third-party service providers have implemented will be effective against current or future security threats. If a compromise of such data were to occur, the Corporation may become liable under its contracts with other parties and under applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such an incident. Depending on the facts and circumstances of such an incident, these damages, penalties, fines and costs could be significant. Any such event could harm the Corporation’s reputation and result in litigation against it.

The Corporation’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment information technology systems and software, as well as pre-emptive expenses to mitigate the risk of failure. Any of these or other events could result in information system failures, delays and/or increases in capital expenditures. Given the unpredictability of the timing, nature and scope of information technology disruptions, the Corporation could potentially be

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subject to production downtimes, operational delays, destruction or corruption of data, any of which could have a material adverse effect on the Corporation’s cash flows, competitive position, financial condition or results of operations. From time to time, Osisko Development pursues investments and initiatives to improve the productivity and efficiency of existing systems and operations, including through investments in digital technologies. There can be no certainty that some or any of such investments and initiatives will meet the Corporation’s capital allocation objectives.  In addition, certain of such investments and initiatives are still in the early stages of evaluation, and additional engineering and other analysis is required to fully assess their impact. Further, there can be no certainty as to the time required for the Corporation to extract value from these investments or initiatives, or that the Corporation will achieve any anticipated savings or efficiency improvements.

Equipment Shortages and Access Restrictions

The Corporation’s interest in its material mineral properties will require adequate infrastructure, such as roads, bridges and sources of power and water, for future exploration and development activities. The lack of availability of these items on terms acceptable to the Corporation or the delay in availability of these items could prevent or delay exploitation or development of the Corporation’s mineral properties. Natural resource exploration, development, processing and mining activities are dependent on the availability of mining, drilling and related equipment in the particular areas where such activities are conducted. A limited supply of such equipment or access restrictions may affect the availability of such equipment to the Corporation and may delay exploration, development or extraction activities. Certain equipment may not be immediately available, or may require long lead time orders. A delay in obtaining necessary equipment could have a material adverse effect on the Corporation’s operations and financial results.

Litigation, the Causes and Costs of Which Cannot Be Known

The Corporation is subject to litigation arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure or alleged failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty. If the Corporation is unable to resolve litigation favourably, either by judicial determination or settlement, it may have a material adverse effect on the Corporation’s financial performance and results of operations.

In the event of a dispute involving the foreign operations of the Corporation, the Corporation may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Corporation’s ability to enforce its rights could have a material adverse effect on its future cash flows, earnings, results of operations and financial condition.

Dividend Policy

No dividends on the Common Shares have been declared or paid to date. The Corporation anticipates that, for the foreseeable future, it will retain future earnings and other cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the Board after taking into account many factors, including the Corporation’s earnings, operating results, financial condition, and current and anticipated cash needs and any restrictions in financing agreements, and the Corporation may never pay dividends.

Sales by Existing Shareholders

Sales of a substantial number of Common Shares in the public market by existing shareholders could occur, including by our largest shareholder, Osisko Gold Royalties, which held approximately 39.9% of our Common Shares as of the date hereof. These sales, or the market perception that the holders of a large number of Common Shares intend to sell Common Shares, could reduce the market price of the Common Shares. This could impair the Corporation’s ability to raise additional capital through the sale of securities.

Public Company Obligations

As a dual-listed public corporate entity, the Corporation is subject to evolving rules and regulations promulgated by a number of governmental and self-regulated organizations, including the Canadian Securities Administrators, the TSX-V, the SEC, the NYSE and the International Accounting Standards Board, which govern corporate governance and public disclosure

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regulations. These rules and regulations continue to evolve in scope and complexity creating many new requirements, which increase compliance costs and the risk of non-compliance. The Corporation’s efforts to comply with these rules and obligations could result in increased general and administration expenses and a diversion of management time and attention from financing, development, operations and, eventually, revenue-generating activities. See also “U.S. Public Company Costs” below.

Impairment of Assets

IFRS requires that the Corporation review for indicators of impairment of the carrying value of its mining assets, and to test for impairment when those indicators are present. Based on specific market factors and circumstances at the time of prospective impairment reviews, production data, economics and other factors, the Corporation may be required to record additional write downs of its mining assets. The Corporation reviews and evaluates the carrying amount of its mining assets for impairment whenever events or changes in circumstances indicate that such a mining asset's carrying amount may not be recoverable. If the carrying value exceeds the estimated recoverable amount of such mining asset, the Corporation would record an impairment charge for any excess of the carrying value of the mining assets over the estimated fair value of such assets. Factors used to estimate fair value may include estimates of mineral resources and reserves, expected recoverable ore reserves, grade per ounce, recovery rates, future commodity prices, future production estimates and a commensurate discount rate. The Corporation recorded an impairment of assets related to the Corporation's San Antonio and Cariboo Gold Projects during the year ended December 31, 2022. The risk that the Corporation will be required to recognize additional impairments of its mining assets increases during periods of low commodity prices, high industry cost pressures and high inflation. Moreover, additional impairments would occur if the Corporation were to experience sufficient downward adjustments to its estimated mineral resources or reserves or the present value of estimated future net revenues. An impairment recognized in one period may be reversed in a subsequent period. The Corporation may incur additional impairment charges in the future, which could materially adversely affect its results of operations for the periods in which such charges are taken.

Compliance with Listing Standards

The Corporation must meet continuing listing standards to maintain the listing of the Common Shares on the TSX-V and the NYSE, including minimum price of such Common Shares. If the Corporation fails to comply with listing standards and the TSX-V or NYSE delists the Common Shares, the Corporation and its Shareholders could face significant material adverse consequences, including: a limited availability of market quotations for the Common Shares; reduced liquidity for the Common Shares; a determination that the Common Shares are “penny stock,” which would require brokers trading in the Common Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Common Shares; a limited amount of news about the Corporation and analyst coverage; and a decreased ability for the Corporation to issue additional equity securities or obtain additional equity or debt financing in the future.

U.S. Public Company Costs

As a public company in the United States, the Corporation incurs additional legal, accounting, NYSE, reporting and other expenses that it did not incur as a public company in Canada. The additional demands associated with being a U.S. public company may disrupt regular operations of the Corporation’s business by diverting the attention of some of its senior management team away from revenue-producing activities to additional management and administrative oversight, adversely affecting the Corporation’s ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing its business. Any of these effects could harm the Corporation’s business, results of operations and financial condition.

If the Corporation’s efforts to comply with new U.S. laws, regulations and standards differ from the activities intended by regulatory or governing bodies, such regulatory bodies or third parties may initiate legal proceedings against the Corporation and its business may be adversely affected. As a public company in the United States, it is more expensive for the Corporation to obtain director and officer liability insurance, and the Corporation is and will be required to accept reduced coverage or incur substantially higher costs to continue its coverage. These factors could also make it more difficult for the Corporation to attract and retain qualified directors.

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The U.S. Sarbanes-Oxley Act 2002, as amended (the “U.S. Sarbanes-Oxley Act”), requires that the Corporation maintain effective disclosure controls and procedures and internal control over financial reporting. Pursuant to Section 404 of the U.S. Sarbanes-Oxley Act (“Section 404”), the Corporation is required to furnish a report by its management on the Corporation’s internal control over financial reporting (“ICFR”), which, if or when the Corporation is no longer an emerging growth company, must be accompanied by an attestation report on ICFR issued by the Corporation’s independent registered public accounting firm.

To achieve compliance with Section 404 within the prescribed period, the Corporation will document and evaluate its ICFR, which is both costly and challenging. In this regard, the Corporation needs to continue to dedicate internal resources, potentially engage outside consultants and maintain a detailed work plan to assess and document the adequacy of the Corporation's ICFR, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for ICFR. Despite the Corporation's efforts, there is a risk that neither it nor its independent registered public accounting firm will be able to conclude within the prescribed timeframe that the Corporation's ICFR is effective as required by Section 404. This could result in a determination that there are one or more material weaknesses in the Corporation's ICFR, which could cause an adverse reaction in the financial markets due to a loss of confidence in the reliability of the Corporation's consolidated financial statements. In addition, in the event that the Corporation is not able to demonstrate compliance with the U.S. Sarbanes-Oxley Act, that the Corporation's internal control over financial reporting is perceived as inadequate, or that the Corporation is unable to produce timely or accurate financial statements, investors may lose confidence in its operating results and the price of the Common Shares may decline. In addition, if the Corporation is unable to continue to meet these requirements, the Corporation may not be able to remain listed on the NYSE.

Foreign Private Issuer

The Corporation is a "foreign private issuer" as such term is defined in Rule 405 under the U.S. Securities Act of 1933, as amended, and is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare its disclosure documents filed under the U.S. Exchange Act, in accordance with Canadian disclosure requirements. Under the U.S. Exchange Act, the Corporation is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. As a result, the Corporation will not file the same reports that a U.S. domestic issuer would file with the SEC, although it will be required to file or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian Securities Laws. In addition, the Corporation's officers, directors, and principal Shareholders are exempt from the reporting and "short swing" profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, the Corporation's Shareholders may not know on a timely basis when the Corporation's officers, directors and principal Shareholders purchase or sell shares, as the reporting deadlines under the corresponding Canadian insider reporting requirements are longer.

As a foreign private issuer, the Corporation is exempt from the rules and regulations under the U.S. Exchange Act related to the furnishing and content of proxy statements. The Corporation is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Corporation expects to comply with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian Securities Laws, these requirements differ from those under the U.S. Exchange Act and Regulation FD and Shareholders should not expect to receive in every case the same information at the same time as such information is provided by U.S. domestic companies.

In addition, as a foreign private issuer, the Corporation has the option to follow certain Canadian corporate governance practices, except to the extent that such laws would be contrary to U.S. Securities laws, and provided that the Corporation discloses the requirements it is not following and describes the Canadian practices the Corporation follows instead. For example, the Corporation does not intend to follow the minimum quorum requirements for shareholder meetings as well as certain shareholder approval requirements prior to the issuance of securities under NYSE listing standards, as permitted for foreign private issuers. As a result, the Corporation's Shareholders may not have the same protections afforded to shareholders of U.S. domestic companies that are subject to all U.S. corporate governance requirements.

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Emerging Growth Company

The Corporation is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012. The Corporation will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which the Corporation has a total annual gross revenue of US$1.07 billion or more; (ii) the last day of the fiscal year ending after the fifth anniversary of the first sale of equity securities pursuant to an effective registration statement occurs; (iii) the date on which the Corporation has issued more than US$1.0 billion in non-convertible debt securities during the prior three-year period; or (iv) the date the Corporation qualifies as a "large accelerated filer" under the rules of the SEC, which means the market value of the Common Shares held by non-affiliates exceeds US$700 million as of the last business day of the Corporation's most recently completed second fiscal quarter after it has been a reporting company in the United States for at least 12 months. For so long as the Corporation remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the U.S. Sarbanes-Oxley Act.

The Corporation may take advantage of some, but not all, of the exemptions available to emerging growth companies. The Corporation cannot predict whether investors will find the Common Shares less attractive if the Corporation relies on these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the price of the Common Shares may be more volatile.

General Risk Factors

Climate Change

The Corporation recognizes that climate change is as much an international concern as it is a community concern which may affect its business and operations, directly or indirectly. The continuing rise in global average temperatures has created varying changes to regional climates across the globe, resulting in risks to equipment and personnel. Governments at all levels are moving towards enacting legislation to address climate change by regulating carbon emissions and energy efficiency, among other things. Where legislation has already been enacted, regulation regarding emission levels and energy efficiency are becoming more stringent. The mining industry, as a significant emitter of greenhouse gas emissions, is particularly exposed to these regulations. Costs associated with meeting these requirements may be subject to some offset by increased energy efficiency and technological innovation; however, there is no assurance that compliance with such legislation will not have an adverse effect on the Corporation’s business, results of operations, financial condition and its share price.

Extreme weather events (such as prolonged drought or freezing, increased flooding, increased periods of precipitation and increased frequency and intensity of storms) have the potential to disrupt operations and transport routes. Extended disruptions could result in interruption to production which may adversely affect the Corporation’s business, results of operations, financial condition and its share price.

Climate change is perceived as a threat to communities and governments globally. Stakeholders may increase demands for emissions reductions and call upon mining companies to better manage their consumption of climate-relevant resources (hydrocarbons, water etc.). This may attract social and reputational attention towards operations, which could have an adverse effect on the Corporation’s business, results of operations, financial condition and its share price.

Coronavirus (COVID-19) and Public Health Crises

The Corporation may face risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions.

Although the Corporation’s current operations are not being significantly impacted by COVID-19, the Corporation continues to monitor the developments and impact of COVID-19 and any pandemic diseases as they may arise. The Corporation cannot estimate whether, or to what extent, any future outbreak of epidemics or pandemics or other health crises may have an impact on the business, operations and financial condition of the Corporation. The outbreak of epidemics, pandemics or other public health crises, such as the COVID-19 pandemic, may result in volatility and disruptions in the supply and demand for gold and other metals and minerals, global supply chains and financial markets, as well as declining trade and market

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sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Corporation of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor and fuel costs, regulatory changes, political or economic instabilities or civil unrest as well as the Corporation’s ability to service its debt obligations. As such, the impacts of such crises may have a material adverse effect on the Corporation’s business, results of operations and financial condition and the market price of the Common Shares. There can be no assurance that the Corporation’s personnel or its contractors’ personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased safety and medical costs / insurance premiums as a result of these health risks.

Precious and Base Metal Prices

The development of the Corporation’s properties is dependent on the future prices of minerals and metals. As well, should any of the Corporation’s properties eventually enter commercial production, the Corporation’s profitability will be significantly affected by changes in the market prices of minerals and metals.

The price of precious and base metal prices can fluctuate widely and is affected by numerous factors including demand, inflation, strength of the U.S. dollar and other currencies, interest rates, gold sales by the central banks, forward sales by producers, global or regional political or financial events, and production and cost levels in major producing regions. In addition, prices are sometimes subject to rapid short-term changes because of speculative activities. Even if the Corporation discovers commercial amounts of metals on its properties, it may not be able to place the property into commercial production if precious and base metal prices are not at sufficient levels.

Currency Fluctuations

The Corporation is subject to currency risks. The Corporation's functional currency is the Canadian dollar, which is exposed to fluctuations against other currencies. The Corporation's activities are located in Canada, the United States and Mexico, and as such many of its expenditures and obligations are denominated in U.S. dollars and Mexican pesos. The Corporation maintains its principal office in Montreal, Québec, Canada, and 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 Corporation'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 Corporation's costs. The appreciation of non-Canadian dollar currencies against the Canadian dollar can increase the costs of the Corporation's activities.

DIVIDENDS

Since its incorporation, Osisko Development has not declared or paid any cash dividends on Common Shares. Any future dividend payment will depend on Osisko Development’s financial needs to fund its exploration programs and its future financial growth and any other factors that the Board deems necessary to consider in the circumstances. It is highly unlikely that any dividends will be paid in the next financial year. Under the CBCA, the discretion of the Board to declare or pay a dividend on the Common Shares is restricted if reasonable grounds exist to conclude that the Corporation is, or after payment of the dividend would be, unable to pay its liabilities as they become due, or that the realizable value of its assets would, as a result of the dividend, be less than the aggregate sum of its liabilities and the stated capital of the Common Shares. See “Risk Factors”.

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DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

Osisko Development is authorized to issue an unlimited number of Common Shares without nominal or par value.

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The rights, privileges, conditions and restrictions attaching to the Common Shares, as a class, are equal in all respects, set out in the Corporation’s articles of continuance, by-laws, and in the CBCA and its regulations, and include the following rights.

Dividends

The holders of the Common Shares shall have the right to receive, if, as and when declared by the Board, any dividend on such dates and for such amounts as the Board may from time to time determine.

Participation in Case of Dissolution or Liquidation

The holders of the Common Shares shall have the right, upon the liquidation, dissolution or winding-up of Osisko Development, to receive the remaining property of Osisko Development pro-rata among all holders of Common Shares.

Right to Vote

The holders of the Common Shares shall have the right to one (1) vote per share at any meeting of the Shareholders of Osisko Development.

As of March 31, 2023, 83,498,638 Common Shares were issued and outstanding.

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MARKET FOR SECURITIES

Trading Price and Volume

Common Shares

The Common Shares are traded in Canada on the TSX-V, and in the U.S. on the NYSE. The following table sets forth the price range and trading volume for the Common Shares on the TSX-V and the NYSE, in each case listed under the symbol “ODV”, for the most recently completed financial year. The below trading information is provided on an adjusted post-Consolidation basis.

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Source: Bloomberg.

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Source: Bloomberg.

Notes:

(1)The Common Shares commenced trading on the NYSE on May 27, 2022.

The closing price of the Common Shares on the TSX-V on March 30, 2023 was $6.55. The closing price of the Common Shares on the NYSE on March 30, 2023 was US$4.88.

There are 14,789,373 Listed Warrants that were listed under the symbol “ODV.WT” and began trading on the TSX-V on October 25, 2021. The following table sets forth the price range and trading volume for the Listed Warrants on the TSX-V for the periods listed below.

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Source: Bloomberg.

As of March 31, 2023, there are an aggregate of 14,789,258 Listed Warrants outstanding. As a result of the Consolidation that took effect on May 4, 2022 of three (3) pre-Consolidation Common Shares for one (1) post-Consolidation Common Share, each Listed Warrant entitles the holder to purchase one-third (1/3) of a post-Consolidation Common Share. Accordingly, a Listed Warrant holder will be required to exercise three (3) whole Listed Warrants in order to purchase one whole post-Consolidation Common Share.

The Listed Warrants were issued pursuant to four warrant indentures dated (i) October 29, 2020, as supplemented on December 30, 2020, between the Corporation, Osisko Development Holdings Inc. and the Warrant Agent; (ii) December 30, 2020 between the Corporation and the Warrant Agent; (iii) January 8, 2021 between the Corporation and the Warrant Agent; and (iv) February 5, 2021 between the Corporation and the Warrant Agent. In connection with the listing of the Listed Warrants on the TSX-V, each of the aforementioned warrant indentures were amended by a supplemental warrant indenture dated September 30, 2021 to merge all of the outstanding Listed Warrants from the warrant indenture to the new warrant indenture with the effect of treating the outstanding Listed Warrants as a single class for purposes of the listing of the Listed Warrants on the TSX-V and as a single mandate for the Warrant Agent.

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Prior Sales - Securities Not Listed or Quoted on a Marketplace

The only securities of the Corporation that were outstanding as of December 31, 2022 but not listed or quoted on a marketplace are the Unlisted Warrants, the Options, the RSUs and the DSUs.

The price at which such securities have been issued by Osisko Development during the most recently completed financial year, the number of securities of the class issued at that price and the date on which such securities were issued are detailed hereinbelow.

Unlisted Warrants

The following table sets forth the number of Unlisted Warrants issued during the most recently completed financial year, the date of the issue and the exercise price thereof.

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Notes:

(1)On the date of issue, these Warrants had an exercise price of $22.80 per Common Share, on a post-Consolidation basis. Subsequent to and after giving effect to the Warrant Repricing, these Warrants have an exercise price of $14.75 per Common Share.

(2)On the date of issue, these Warrants had an exercise price of US$18.00 per Common Share. Subsequent to and after giving effect to the Warrant Repricing, these Warrants have an exercise price of US$10.70 per Common Share.

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In connection with the Non-Brokered Offering and the Brokered Offering, the Corporation entered into a warrant indenture dated March 2, 2022 with the Warrant Agent, as supplemented on March 17, 2023, and a warrant indenture dated March 4, 2022 with the Warrant Agent, as supplemented on March 29, 2022 and further supplemented on March 17, 2023.

In connection with the Bought Deal Offering, the Corporation entered into a warrant indenture dated March 2, 2023 with the Warrant Agent.

Options

The following table sets forth the number of Options granted during the most recently completed financial year, the date of grant and the exercise price thereof. During the year ended December 31, 2022, the Corporation granted a total of 1,245,400 Options pursuant to the Option Plan, and a total of 1,752,151 Options are outstanding as at March 24, 2023.

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RSUs

The following table sets forth the number of RSUs granted during the most recently completed financial year, the date of grant and the grant price thereof. During the year ended December 31, 2022, the Corporation granted a total of 794,500 RSUs pursuant to the RSU Plan and a total of 1,032,530 RSUs are outstanding as at March 24, 2023. RSUs provide the

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right to receive payment in the form of post-Consolidation Common Shares, cash or a combination of post-Consolidation Common Shares and in cash, at the Corporation’s discretion.

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DSUs

The following table sets forth the number of DSUs granted during the most recently completed financial year, the date of grant and the grant price thereof. During the year ended December 31, 2022, the Corporation granted a total of 137,528 DSUs pursuant to the DSU Plan and a total of 206,426 DSUs are outstanding as at March 24, 2023. DSUs provide the right to receive payment in the form of Common Shares, of which a maximum of 1,000,000 post-Consolidation Common Shares are reserved for issuance, cash or a combination of post-Consolidation Common Shares and cash, at the Corporation’s discretion:

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DIRECTORS AND OFFICERS

Name, Place of Residence and Principal Occupation

The following table sets out the directors and officers of the Corporation as at December 31, 2022, together with their province or state and country of residence, positions and offices held, principal occupations during the last five (5) years and the years in which they were first appointed as directors and/or officers of the Corporation.

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Notes:

Sean Roosen, Chair of the Board of Directors and Chief Executive Officer

Mr. Sean Roosen is the Chair of the Board of Directors and Chief Executive Officer of Osisko Development. Mr. Roosen is the Executive Chair of Osisko Gold Royalties and was Chair and Chief Executive Officer of Osisko Gold Royalties from June 2014 to November 2020. Mr. Roosen was a founding member of Osisko Mining Corporation (2003) and of EurAsia Holding AG, a European venture capital fund. Mr. Roosen has over 30 years of progressive experience in the mining industry. As founder, president, chief executive officer and director of Osisko Mining Corporation, he was responsible for developing the strategic plan for the discovery, financing and development of the Canadian Malartic mine. He also led the efforts for the maximization of shareholders’ value in the sale of Osisko Mining Corporation, which resulted in the creation of Osisko Gold Royalties. Mr. Roosen is an active participant in the resource sector and in the formation of new companies to explore for mineral deposits both in Canada and internationally. In 2017, Mr. Roosen received an award from Mines and Money Americas for best Chief Executive Officer in North America and was, in addition, named in the “Top 20 Most Influential Individuals in Global Mining”. In prior years, he has been recognized by several organizations for his entrepreneurial successes and his leadership in innovative sustainability practices. Mr. Roosen is a graduate of the Haileybury School of Mines. Mr. Roosen serves on the boards of directors of Osisko Mining Inc., as Chair and Chief Executive Officer of Osisko Development and as Chair and Chief Executive Officer of Osisko Green Acquisition Limited. He previously served on the board of directors of Victoria Gold Corp. (2018 – 2021), Barkerville Gold Mines Ltd. (2015 - 2019), Condor Petroleum Inc. (2011-2019), Dalradian Resources Inc. (2010 – 2018) and Falco Resources Ltd. (2014 - 2019).

Charles E. Page, Lead Director

Mr. Charles E. Page is a corporate director and has more than 40 years of experience in the mineral industry. During his career, Mr. Page has held progressive leadership roles in developing strategies to explore, finance and develop mineral properties in Canada and internationally. Mr. Page worked at Queenston Mining Inc. in various capacities, including as President and Chief Executive Officer from 1990 to its sale to Osisko Mining Corporation in 2012. Mr. Page is a director of Osisko Gold Royalties and the Lead Director of Osisko Development and also serves on the board of directors of Unigold Inc. Mr. Page holds a Bachelor of Science degree in Geological Science from Brock University and a Master of Science degree in Earth Science from the University of Waterloo. He is a Professional Geologist registered in the province of Ontario and Saskatchewan and is also a Fellow of the Geological Association of Canada.

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Marina Katusa, Director

Ms. Marina Katusa has over fifteen years of business experience in areas including mineral exploration, research analysis, strategic planning, and corporate development. She earned a Masters of Business Administration degree and a Bachelor of Science degree in Geology/Earth & Ocean Science from the University of British Columbia.  She is currently a member of the Board of Directors of Silvercorp Metals Inc. and was previously on the Board of Family Services of Greater Vancouver.

Michèle McCarthy, Director

Ms. Michèle McCarthy is the President of McCarthy Law Professional Corporation and President and Chief Executive Officer of Independent Review Inc. She is an experienced corporate director and has significant experience in corporate restructuring and regulatory compliance. Ms. McCarthy is the Chair of the Audit and Risk Committee of Osisko Development Inc. and a director of Russell Investments Corporate Class Inc. and of Bitcoin Well as well as a director of private companies. She was the Chair of the Boards of Sandy Lake Gold Inc., Big 8 Split Inc. TD Split Inc. and 5 Banc Split Inc. She also served as a director and member of the Audit Committee and Risk Management Committees at Equity Financial Holdings Inc. She is the former Chair of the Toronto Port Authority and member of the Small Business Advisory Committee of the Ontario Securities Commission.

Within the not-for-profit sector, Ms. McCarthy serves on the boards of the McMichael Foundation, The Queen’s Own Rifles of Canada (Senate) and the Honourable Company of Freemen of the City of London in North America. She also served on the boards of Canada’s National Ballet School, the St. George’s Society of Toronto, the University of Toronto (Trinity College) and the Humber Memorial Hospital.

Ms. McCarthy holds an LLB and LLM in Securities Law from Osgoode Hall and has obtained the ICD.D designation from the Institute of Corporate Directors and the CDI.D Certified Board Candidate in the United States.

Duncan Middlemiss, Director

Mr. Duncan Middlemiss, P.Eng, is the President and Chief Executive Officer and a director of Wesdome Gold Mines Ltd. Prior to joining Wesdome Gold Mines Ltd., he was President and Chief Executive Officer and a director of St. Andrew Goldfields Ltd. until its acquisition by Kirkland Lake Gold Inc. in January 2016. Mr. Middlemiss joined St. Andrew Goldfields Ltd. in July 2008 as General Manager and Vice President Operations, later assuming the role of Chief Operating Officer. He was appointed as President and Chief Executive Officer in October 2013.  Mr. Middlemiss has extensive experience in the mining of gold deposits in the Abitibi Greenstone Belt. He is the Past Chair of the Ontario Mining Association and remains active in the organization.  Mr. Middlemiss holds a Bachelor of Science in mining engineering from Queen’s University.

Éric Tremblay, Director

Mr. Éric Tremblay has more than 25 years of mine building and mine operations experience, mostly at underground mining operations, culminating in his current position as Chief Operating Officer of Dalradian Resources Inc. and in his previous position as General Manager at Canada’s largest gold mine, Canadian Malartic, which is jointly owned by Agnico-Eagle Mines Limited and Yamana Gold Inc. In 2014, his team achieved a record of more than 500,000 ounces of production at a cost under $700/oz. Previously, Mr. Tremblay was General Manager at IAMGOLD’s Westwood Project, where he participated in closure of the Doyon Mine and construction of the Westwood Project. Mr. Tremblay was charged with completing the permitting, scoping study, feasibility study, surface construction and underground development at Westwood. Further, while at IAMGOLD, he was General Manager of the Sleeping Giant Mine, an underground mine using multiple mining methods (long hole, shrinkage, room and pillar). His mandate was to optimize production and return the mine to profitability. Previous positions included Underground Superintendent at Cambior’s Mouska Mine, Underground Captain/Project Engineer/Senior Supervisor over a seven-year period at Cambior and Barrick’s Doyon Mine, where he was involved in mine-planning, construction, development and production. Since September 2020, he serves on the board of directors of Nighthawk Gold Corp. and on the board of directors of Talisker Resources Ltd. since November 2020. Mr. Tremblay graduated from Laval University with a Bachelor of Science in mining engineering and mineral processing.

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David Danziger, Director

Mr. David Danziger is a Chartered Professional Accountant with over 30 years of experience in audit, accounting and management consulting and has over 25 years of experience in the resources sector. He is currently the Senior Vice President, Assurance and the National Leader of Public Companies at MNP LLP, Chartered Professional Accountants, Canada’s fifth largest accounting firm. Mr. Danziger has extensive experience in advising public and private companies in North America on significant public markets transactions, complex accounting and regulatory matters, and draws on many years of experience serving as a director for many publicly listed companies on the Toronto Stock Exchange, TSX-V, Canadian Securities Exchange and NYSE. He is also a member of the advisory committee to the TSX-V, a past member of the Ontario Securities Commission’s Advisory Committee on Small and Medium Sized Enterprises, as well as a past member of the CPA/PDAC Taskforce on IFRS for Mining. David graduated from the University of Toronto with a Bachelor of Commerce and is a Chartered Professional Accountant, qualifying as a Chartered Accountant in 1983.

Chris Lodder, President

Mr. Chris Lodder has more than 30 years of experience working on and managing Greenfields exploration, Brownfields exploration, and mine development with major and junior mining companies worldwide with the majority of his career focused in the Americas. He has led teams responsible for discoveries of compliant resources containing more than 34 million ounces of gold. He was President, CEO and a director of Barkerville from 2016 until its acquisition by Osisko Gold Royalties in 2019. Mr. Lodder is also the President of Talisker Exploration Services Inc., an Ontario based mining and exploration services company founded by Mr. Lodder and two partners in 2010, whose principal clients are Osisko Gold Royalties and their associated companies. From 1999 to 2010 he was South American Exploration Manager and later the Americas Exploration Manager for AngloGold Ashanti and, prior to that, he had various management roles with Queenstake Resources in South America. He is a volunteer director on the board of the Barkerville Heritage Trust which oversees the management of the Barkerville Historic Town and Park which is a living museum that preserves the history of the Cariboo Gold Rush.

Alexander Dann, Chief Financial Officer & VP Finance

Mr. Alexander Dann is a chartered professional accountant with over 25 years of experience leading financial operations and strategic planning for multinational public companies, primarily in the mining and manufacturing sectors. Mr. Dann is the Chief Financial Officer and Vice President, Finance of Osisko Development and Chief Financial Officer of Osisko Green Acquisition Limited. From November 2017 to March 2020, Mr. Dann served as Chief Financial Officer of The Flowr Corporation, where he successfully guided them from a small private company to a TSX-V publicly traded corporation. Prior to that, Mr. Dann was CFO of Avion Gold Corp. and Era Resources Inc., until their acquisitions by Endeavour Mining Corporation and The Sentient Group, respectively. Mr. Dann also held senior finance roles with Falconbridge Ltd. (now part of Glencore), Rio Algom Limited (now part of BHP Billiton) and Litens Automotive Partnership (a group within Magna International Inc.). Mr. Dann obtained his Chartered Accountant designation in 1995 and holds a Bachelor degree in Business Administration from L’Université Laval in Québec City.

Laurence Farmer, General Counsel, Vice President, Strategic Development and Corporate Secretary

Mr. Farmer has over 10 years of cross-border M&A, finance and capital markets advisory experience, first as a corporate lawyer with Norton Rose Fulbright in Montreal, Canada and London, England and then as an investment banker with RBC Capital Markets in London, England. Over his career in mining and metals, Mr. Farmer has participated in the origination, structuring and execution of deals totalling over US$20 billion. Prior to joining Osisko Development in July 2022, Mr. Farmer held the position of Senior Counsel with Osisko Gold Royalties. Mr. Farmer holds a Bachelor of Civil Law and Juris Doctor (B.C.L./JD) from McGill University and is a member of the Québec Bar Association.

Luc Lessard, Eng., Chief Operating Officer

Mr. Luc Lessard is a mining engineer with more than 30 years of experience designing, building and operating mines. He was previously Chief Operating Officer of the Canadian Malartic Partnership (owned jointly by Agnico-Eagle Mines Limited and Yamana Gold Inc.), and prior to that was the Chief Operating Officer and Senior Vice President of Engineering and Construction for Osisko Mining Corporation where he was responsible for the design, construction and commissioning of

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the world class Canadian Malartic gold mine. During his career, Mr. Lessard has worked on many open pit and underground mine builds and prior to Osisko Development, Mr. Lessard was Vice President of Engineering and Construction for IAMGOLD and General Manager, Projects for Cambior Inc. Mr. Lessard is President, Chief Executive Officer and director of Falco Resources Ltd and serves on the board of directors of Osisko Metals Incorporated. He served on the board of directors of Nighthawk Gold Corp. from July 2013 to June 2021 and on the board of directors of Highland Copper Company Inc. from November 2015 to February 2019.  Mr. Lessard holds a Bachelor’s degree in Mining Engineering, from Université Laval and is a member of the Ordre des ingénieurs du Québec.

François Vézina, Senior Vice President, Project Development, Technical Services & Environment

Mr. François Vézina is a Mining Engineer with over 20 years of experience in the mining industry. He has extensive experience in both surface and underground mining operations, having worked at various mining sites in Canada, Mexico and Finland. Mr. Vézina was the Technical Service Manager for Agnico-Eagle Mines Limited and was responsible for overseeing the completion of the feasibility studies of LaRonde II, Pinos Altos and Kittilä. Mr. Vézina participated in the construction and commissioning of Pinos Altos as Mine Development Manager and of Kittilä as Mine Operations Manager. He later joined Osisko Mining Corporation and participated in the construction of the Canadian Malartic mine and served as Mine Operations Manager for over five (5) years. Mr. Vézina is recognized for his innovative project development strategies and mining optimization. Since the start of his career, Mr. Vézina has been responsible for the design and engineering of four mines and participated in the construction and development of two other mines. Mr. Vézina pursues his passion by getting involved with universities and colleges by regularly giving lectures on the mining industry. Mr. Vézina holds a Bachelor degree in Mining Engineering and a Master in Business Administration. He is a registered Engineer in Québec, in Ontario and in British Columbia.

Maggie Layman, Vice President, Exploration

Ms. Maggie Layman is a professional geologist with 14 years of mineral exploration experience in diverse ore deposits throughout Canada. Previously as Barkerville’s Exploration Manager, Ms. Layman led the Barkerville team on the Cariboo Project through systematic exploration with technical teams and ensuring compliance of drill programs. Prior to joining Barkerville, Ms. Layman worked as a drill manager and project geologist for Vale and Independence Gold Corp. Ms. Layman holds a Bachelor of Science from Memorial University of Newfoundland, is registered as a Professional Geologist with the Association of Engineers and Geoscientists of British Columbia and is an active volunteer with the AME Indigenous Relations and Reconciliation Committee.

Chris Pharness, Vice President, Sustainable Development

Mr. Chris Pharness is an environmental professional with 25 years of environmental and resource management experience in British Columbia and has been with Barkerville since 2013. Mr. Pharness’ breadth of experience includes mining, forestry, oil and gas and large scale construction projects, with extensive involvement in fish and wildlife management based research and project management. Much of Mr. Pharness’ work and personal history have allowed him to build close relationships with Indigenous Nations, local communities, and regulatory agencies in British Columbia.

The directors of the Corporation are elected annually at each annual general meeting of its Shareholders and hold office until the next annual general meeting unless a director’s office is earlier vacated in accordance with the articles of Osisko Development or until his or her successor is duly appointed or elected.

As at March 30, 2023, all of the directors and officers, as a group, beneficially own, directly or indirectly, or exercise control or direction over 360,619 post-Consolidation Common Shares, representing approximately 0.005% of the issued and outstanding Common Shares.

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Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Corporate Cease Trade Orders

Except as disclosed in this section, as at the date of this AIF, no current director or executive officer of the Corporation is, or within the ten years prior to the date of this AIF has been, a director, chief executive officer or chief financial officer of any company (including the Corporation), that:

On April 16, 2014, the Ontario Securities Commission issued a permanent management cease trade order, which superseded a temporary management cease trade order dated April 4, 2014, against the Interim Chief Executive Officer and the Chief Financial Officer of Carpathian Gold Inc. ("Carpathian"). The permanent management cease trade order was issued in connection with Carpathian's failure to file its (i) audited annual financial statements for the period ended December 31, 2013, (ii) management's discussion and analysis relating to the audited annual financial statements for the period ended December 31, 2013, and (iii) corresponding certifications of the foregoing filings as required by National Instrument 52-109 – Certification of Disclosure in the Issuer's Annual and Interim Filings. The management cease trade order was lifted on June 19, 2014 following the filing of the required continuous disclosure documents on June 17, 2014. During the period of the management cease trade order, Mr. Danziger was a director of Carpathian.

Bankruptcy

To the knowledge of the Corporation, except as disclosed in this section and as at the date of this AIF, no current director, and no executive officer, or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation is, or within the ten years prior to the date of this AIF has:

Mr. Danziger was appointed director of American Apparel, Inc. (“American Apparel”), a company listed on the NYSE MKT LLC exchange, on July 11, 2011 and resigned as director on June 14, 2015. Subsequently, on October 5, 2015, American Apparel announced that it had reached an agreement with its lenders to significantly reduce its debt and interest payments through a consensual pre-arranged reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. In January 2016, American Apparel delisted and was privatized under the Chapter 11 filing.

Penalties and Sanctions

To the knowledge of the Corporation, as at the date of this AIF, no current director, executive officer, or shareholder holding a sufficient number of securities of the Corporation to affect materially the control of the Corporation has been subject to

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any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Certain of the directors and officers of the Corporation do not devote all of their time to the affairs of Osisko Development. Certain of the directors and officers of the Corporation are directors and officers of other companies, some of which are in the same business as the Corporation. See “Risk Factors – Risks Related to the Corporation – Conflicts of Interest”.

The directors and officers of the Corporation are required by law to act in the best interests of the Corporation. They have the same obligations to the other companies in respect of which they act as directors and officers. Any decision made by any of such officers or directors involving the Corporation will be made in accordance with their duties and obligations under the applicable laws of Canada.

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

During the fiscal year ended December 31, 2022 and as of the date hereof, there have been and are no legal proceedings outstanding, threatened or pending, by or against the Corporation or to which the Corporation is a party or to which any of the Corporation’s properties are subject, nor to the Corporation’s knowledge are any such legal proceedings contemplated, and which could become material to the Corporation.

Regulatory Actions

During the fiscal year ended December 31, 2022 and as of the date hereof, there have been no penalties or sanctions imposed against the Corporation (a) by a court relating to securities legislation or by a securities regulatory authority or (b) by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision in the Corporation. The Corporation has not entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority during the fiscal year ended December 31, 2022 and as of the date hereof.

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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as disclosed elsewhere in this AIF, within the three (3) most recently completed financial years or during the current financial year, no director or executive officer of the Corporation, or Shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associates or affiliates of such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Corporation.

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TRANSFER AGENTS AND REGISTRARS

The transfer agent and registrar for the Common Shares is TSX Trust Company in Canada at its principal offices in Montreal, Toronto and Vancouver. Continental Stock Transfer & Trust Company acts as co-transfer agent for the Common Shares in the United States and has its principal office in New York, New York.

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MATERIAL CONTRACTS

The material contracts that the Corporation has entered into (i) since the beginning of its most recently completed financial year or (ii) before the beginning of its most recently completed financial year and that are still in effect, other than contracts entered into in the ordinary course of business, copies of which are available on SEDAR (www.sedar.com) under Osisko Development’s issuer profile, are as follows:

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INTERESTS OF EXPERTS

Osisko Development has relied on the work of the following qualified persons in connection with the scientific and technical information presented in this AIF in respect of its material mineral properties, the Cariboo Project and the Tintic Project, which are based upon the Cariboo Technical Report and the Tintic Technical Report, respectively:

Colin Hardie, P. Eng

Mathieu Belisle, P. Eng.

Katherine Mueller, P. Eng.

John Cunning, P. Eng.

Paul Gauthier, P. Eng.

Aytaç Göksu, P. Eng.

Saileshkumar Singh, P. Eng.

Éric Lecomte, P. Eng.

Vincent-Nadeau Benoit, P. Geo.

Carl Pelletier, P. Geo.

Jean-François Maillé, P. Eng.

Keith Mountjoy, P. Geo.

Michelle Liew, P. Eng.

David Willms, P. Eng.

Timothy Coleman, P. Eng.

Thomas Rutkowski, P. Eng.

Laurentius Verburg, P. Geo.

William J. Lewis, P.Geo.

Ing. Alan J San Martin, MAusIMM (CP)

Richard Gowans, P. Eng.

Certain technical and scientific information contained in this AIF, including in respect of the Cariboo Gold Project and the Tintic Project, was reviewed and approved in accordance with NI 43-101 by Maggie Layman, Vice President Exploration of the Corporation, who is a “qualified person” for purposes of NI 43-101. Ms. Layman is an executive officer of the Corporation and, as at the date hereof, beneficially owns 888 Common Shares, 444 Listed Warrants, 54,933 Options and 38,961 RSUs.

PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants, have issued a Report of Independent Registered Public Accounting Firm dated March 24, 2023 in respect of the consolidated financial statements of the Corporation as at December 31, 2022 and December 31, 2021 and for the years then ended. PricewaterhouseCoopers LLP has advised that they are independent within the meaning of the Code of ethics of chartered professional accountants (Québec)  and the rules of the SEC and the Public Company Accounting Oversight Board (PCAOB) on auditor independence.

To the Corporation’s knowledge, no person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this AIF or as having prepared or certified a report or valuation described or included in this AIF, holds more than one percent (1%) beneficial interest, direct or indirect, in any securities or property of the Corporation or an associate or affiliate thereof and except for Ms. Layman, no such person is expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associate or affiliate of the Corporation.

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AUDIT AND RISK COMMITTEE

Description of the Audit and Risk Committee

The purpose of the Audit and Risk Committee is to assist the Board in its oversight of the Corporation’s accounting and financial reporting principles and policies and internal audit controls and procedures; in its oversight of the integrity, transparency and quality of the Corporation’s financial statements and the independent audit thereon; in selecting, evaluating and, where deemed appropriate, replacing the external auditors; in evaluating the qualification, independence and performance of the external auditors; in its oversight of the Corporation’s risk identification, assessment and management program; and in the Corporation’s compliance with legal and regulatory requirements in respect of the above.

A copy of the Audit and Risk Committee’s Charter is included as APPENDIX 1 to this AIF.

Audit and Risk Committee Members

As of December 31, 2022, the members of the Audit and Risks Committee were Ms. Michèle McCarthy (Chair), Mr. Duncan Middlemiss, Mr. Charles E. Page and Mr. David Danziger.

All members of the Audit and Risk Committee are independent and are “financially literate” and/or “financial experts”, within the meaning of applicable regulations. In considering criteria for determination of financial literacy, the Board assesses the ability to understand financial statements of Osisko Development. In determining accounting or related financial expertise, the Board considers familiarity with accounting issues pertinent to the Corporation, past employment experience in finance or accounting, requisite professional certification in accounting, and any other comparable experience or background which results in the individuals’ financial sophistication.

Relevant Education and Experience

Ms. Michèle McCarthy is the President of McCarthy Law Professional Corporation and President and Chief Executive Officer of Independent Review Inc. She is an experienced corporate director and has significant experience in corporate restructuring and regulatory compliance. Ms. McCarthy is the Chair of the Audit and Risk Committee of Osisko Development and served as Audit Committee member for Sandy Lake Gold, Equity Financial Holdings (Equity Trust) and Chair of the Audit and Risk Committee for the Toronto Port Authority  and a director of Russell Investments Corporate Class Inc. and of Bitcoin Well as well as a director of private companies. She was the Chair of the Boards of Sandy Lake Gold Inc., Big 8 Split Inc., TD Split Inc. and 5 Banc Spit Inc. and the former Chair of the Toronto Port Authority and member of the Small Business Advisory Committee of the Ontario Securities Commission. Ms. McCarthy also worked as Chief Legal Officer, Chief Privacy Officer, Corporate Secretary and Ombudsman at ResMor Trust Company, and led the acquisition of ResMor Trust Company in 2007, and its continuance as a bank in 2009-2011, and as Chief Legal Officer and Head of Compliance and Office Services for Deutsche Bank, and led its transition to a bank branch. Ms. McCarthy has been acknowledged as a banking and restructuring expert at Deutsche Bank, UBS, GMAC and in fintech at Bitcoin Well, and served on the special committee in the going private transaction of Equity Financial Holdings and in the acquisition of Sandy Lake Gold by a majority shareholder. Ms. McCarthy holds an LLB and LLM in Securities Law from Osgoode Hall and has obtained the ICD.D designation from the Institute of Corporate Directors and the CDI.D Certified Board Candidate in the United States.

Mr. Duncan Middlemiss, P.Eng, led the successful growth of Wesdome Gold Mines Ltd. as its President and Chief Executive until 2023. Prior to Wesdome Gold Mines Ltd., he was President and Chief Executive Officer and a director of St. Andrew Goldfields Ltd. and oversaw its acquisition by Kirkland Lake Gold Inc. Mr. Middlemiss has extensive experience in the mining of gold deposits in the Abitibi Greenstone Belt. He is the Past Chair of the Ontario Mining Association and remains active in the organization.  Mr. Middlemiss holds a Bachelor of Science in mining engineering at Queen’s University.

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Mr. Charles E. Page is a professional geologist with more than 40 years of board experience in the mineral industry. During his career, Mr. Page has held progressive leadership roles in developing strategies to explore, finance and develop mineral properties in Canada and internationally. Mr. Page worked at Queenston Mining Inc. in various capacities, including President and Chief Executive Officer from 1990 to its sale to Osisko Mining Corporation in 2012. Mr. Page is a director and member of the Audit and Risk Committee of Osisko Gold Royalties and Unigold Inc. Mr. Page holds a Bachelor of Science degree in Geological Science from Brock University and a Master of Science degree in Earth Science from the University of Waterloo. He is a Professional Geologist registered in the province of Ontario and Saskatchewan and is also a Fellow of the Geological Association of Canada.

Mr. David Danziger is a Chartered Professional Accountant with over 30 years of experience in audit, accounting and management consulting and has over 25 years of experience in the resources sector. He is currently the Senior Vice President, Assurance and the National Leader of Public Companies at MNP LLP, Chartered Professional Accountants, Canada’s fifth largest accounting firm. Mr. Danziger has extensive experience in advising public and private companies in North America on significant public markets transactions, complex accounting and regulatory matters, and draws on many years of experience serving as a director for many publicly listed companies on the Toronto Stock Exchange, TSX-V, Canadian Securities Exchange and the NYSE. He is also a member of the advisory committee to the TSX-V, a past member of the Ontario Securities Commission’s Advisory Committee on Small and Medium Sized Enterprises, as well as a past member of the CPA/PDAC Taskforce on IFRS for Mining. David graduated from the University of Toronto with a Bachelor of Commerce and is a Chartered Professional Accountant, qualifying as a Chartered Accountant in 1983.

Audit and Risk Committee Oversight

At no time since the commencement of the Corporation’s most recent completed financial year was a recommendation of the Audit and Risk Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit and Risk Committee has adopted a pre-approval policy, which is embedded in the Audit and Risk Committee Charter.

External Auditor Service Fees

The aggregate fees billed by the Corporation’s external auditor in each of the last two (2) fiscal years are as follows:

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NOTES:

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ADDITIONAL INFORMATION

Additional information relating to the Corporation is available electronically on SEDAR at www.sedar.com or on EDGAR at www.sec.gov and on the Corporation’s website at www.osiskodev.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Corporation’s securities and securities authorized for issuance under equity compensation plans, is contained in Osisko Development’s management information circular for its annual and special meeting of Shareholders held on April 26, 2022, filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Additional financial information is provided in the Corporation’s financial statements and management’s discussion and analysis as at and for the years ended December 31, 2022 and 2021. Copies of the management proxy circular, financial statements and management’s discussion and analysis (when filed) are available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and may also be obtained upon request from Osisko Development at 1100 avenue des Canadiens-de-Montréal, Suite 300, Montreal, Québec H3B 2S2.

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APPENDIX 1

OSISKO DEVELOPMENT CORP.

(the “Corporation”)

AUDIT AND RISK COMMITTEE CHARTER

The purposes of the Audit and Risk Committee are to assist the board of directors (the “Board of Directors”) of Osisko Development Corp. (the “Corporation”):

The function of the Audit and Risk Committee is to provide independent and objective oversight. The Corporation’s management team is responsible for the preparation, presentation and integrity of the Corporation’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit of the Corporation’s annual financial statements and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit and Risk Committee are not full-time employees of the Corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence. As such, it is not the duty or responsibility of the Audit and Risk Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit and Risk Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and external to the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit and Risk Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors) and (iii) representations made by management as to non-audit services provided by the auditors to the Corporation.

The external auditors are ultimately accountable to the Board of Directors and the Audit and Risk Committee as representatives of shareholders. The Audit and Risk Committee is directly responsible (subject to the Board of Directors’ approval) for the appointment, compensation, retention (including termination), scope and oversight of the work of the external auditors engaged by the Corporation (including for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services or other work of the Corporation), and is also directly responsible for the resolution of any disagreements between management and any such firm regarding financial reporting.

The external auditors shall submit, at least annually, to the Corporation and the Audit and Risk Committee:

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A report describing: the Corporation’s internal quality-control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the Corporation, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Corporation, and any steps taken to deal with any such issues

The Audit and Risk Committee shall be comprised of three or more independent directors as defined under applicable legislation and stock exchange rules and guidelines and are appointed (and may be replaced) by the Board of Directors. Determination as to whether a particular director satisfies the requirements for membership on the Audit and Risk Committee shall be made by the Board of Directors.

All members of the Committee shall be financially literate within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”) and any other securities legislation and stock exchange rules applicable to the Corporation, and as confirmed by the Board of Directors using its business judgement (including but not limited to be able to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements), and at least one member of the Audit and Risk Committee shall have accounting or related financial expertise or sophistication as such qualifications are interpreted by the Board of Directors in light of applicable laws and stock exchange rules. The later criteria may be satisfied by past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer of an entity with financial oversight responsibilities, as well as other requirements under applicable laws and stock exchange rules.

The Audit and Risk Committee shall meet at least four times annually or more frequently if circumstances dictate, to discuss with management the annual audited financial statements and quarterly financial statements, and all other related matters. The Audit and Risk Committee may request any officer or employee of the Corporation or the Corporation’s external counsel or external auditors to attend a meeting of the Audit and Risk Committee or to meet with any members of, or consultants to, the Audit and Risk Committee.

Proceedings and meetings of the Audit and Risk Committee are governed by the provisions of by-laws relating to the regulation of the meetings and proceedings of the Board of Directors as they are applicable and not inconsistent with this Charter and the other provisions adopted by the Board of Directors in regards to committee composition and organization.

The quorum at any meeting of the Committee is a majority of members in office. All members of the Audit and Risk Committee should strive to be at all meetings.

To carry out its purposes, the Audit and Risk Committee shall have unrestricted access to information and shall have the following duties and powers:

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(viii) to review, and discuss with the Corporation’s Chief Executive Officer and Chief Financial Officer the procedure with respect to the certification of the Corporation’s financial statements pursuant to National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings and any other applicable law or stock exchange rule.

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