Osisko Gold Completes US$600 Million Aggregate Principal Amount of 9.250% Senior Secured Notes Offering

Osisko Development Corp., through its subsidiary Osisko Gold Group Inc., has completed the private placement of US$600 million in aggregate principal amount of 9.250% senior secured notes due October 1, 2031. The notes were purchased at 98.25% of the principal amount, generating net proceeds of approximately US$578.0 million after deducting initial purchasers’ discounts, commissions, and estimated offering expenses.

The transaction is designed to lower the company’s overall cost of capital and fully fund operations through commercial production anticipated in 2029. The net proceeds were primarily allocated to repay approximately US$120.8 million of the existing Appian Credit Facility, resulting in the termination of all commitments under that facility. The remaining funds are designated for funding a segregated interest reserve account equal to the first five interest payments on the Notes and advancing the Cariboo Gold Project.

Interest on the new notes will be paid semi-annually in arrears on April 1 and October 1, commencing April 1, 2027. The securities are non-callable for the first two years. The notes are fully and unconditionally guaranteed by subsidiaries, including Barkerville Gold Mines Ltd., and are secured by a first priority lien on the Company’s and each guarantor’s property, including equity interests, interest reserve accounts, disbursement accounts, and personal and real property.

The offering was conducted as a private placement to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S, subject to a four-month hold period for Canadian residents.

Looking ahead to the period from August 1, 2026, through the second half of 2029, Osisko has outlined its capital sources and uses. Total sources are projected at C$1,740 million (US$1,261 million), comprising C$879 million (US$637 million) in cash and cash equivalents as of June 30, 2026, C$65 million (US$47 million) in marketable securities, C$631 million (US$457 million) from the notes proceeds in segregated accounts, and C$166 million (US$120 million) from the Trafigura Term Loan Prepay Facility.

Total uses for this period are estimated at C$1,525 million (US$1,105 million), broken down as follows:

• Go-forward Capital Obligation: C$990 million (US$717 million)
• Corporate G&A: C$60 million (US$43 million)
• Exploration Expenditures: C$164 million (US$119 million), including C$22 million in remaining flow-through expenditure obligations
• Debt service, financing, other, net: C$311 million (US$225 million)

This allocation results in a projected surplus of C$215 million (US$156 million).

Sean Roosen, Chairman and CEO, commented on the development: "With construction of the Cariboo Gold Project underway following our positive final investment decision earlier this month, the completion of this offering further bolsters our already strong balance sheet position and, together with other available sources of capital, fully funds us through commercial production anticipated in 2029. Refinancing the existing Appian project finance facility on cost-effective terms lowers our overall cost of capital and provides greater financial flexibility as we progress construction."