Osisko Development closes $203-million (U.S.) financing

Executive Summary

• Osisko Development Corp. closed a private placement of 99,065,330 units at $2.05 per unit, raising approximately US$203 million in gross proceeds.
• The financing will fund the equity portion of construction capital for the Cariboo gold project and support general corporate purposes, complementing an existing US$450‑million loan facility.
• Double Zero Capital LP subscribed to 40,505,330 units (including a $75 million investment) and now holds ~16 % of the company on a non‑diluted basis, receiving board nomination rights under an investor rights agreement.

Key Details

• Units sold: 99,065,330 total
• Brokered private placement: 58,560,000 units – US$120 million gross proceeds
• Non‑brokered private placement: 40,505,330 units – US$83 million gross proceeds
• Price per unit: US$2.05
• Gross proceeds: Approximately US$203 million
• Unit composition: Each unit = 1 common share + ½ common share purchase warrant (full warrant exercisable at US$2.56 per share, expiring Aug 15 2027).
• Warrant acceleration clause: If the TSX‑V or NYSE share price exceeds $2.56 for ≥20 consecutive trading days after the 15‑month anniversary, the company may accelerate expiry to 30 days post‑notice.
• Use of proceeds: Finance equity portion of Cariboo gold project construction; general corporate purposes. Combined with a US$450 million loan facility (announced July 21 2025) and potential off‑take/financing arrangements, the funds are expected to fully fund project build‑out.
• Underwriter commission: 4.5 % of brokered offering gross proceeds paid in cash.
• Investment fee to Double Zero: 4.0 % of its subscription amount settled via issuance of common shares.
• Hold period: All securities subject to a Canadian hold period expiring four months and one day from issue date.
• Insider participation: Insiders subscribed for 628,000 units (US$1.287 million). Treated as related‑party transactions under MI 61‑101; exemptions applied for valuation and minority shareholder approval.
• Double Zero Capital LP ownership post‑offering:
• Common shares: 38,064,000 (≈16 % non‑diluted, ≈21.9 % partially diluted)
• Warrants: 18.3 million (subject to blocker provision limiting holdings >19.9 %).
• Investor Rights Agreement (effective Aug 15 2025): Grants Double Zero the right to nominate one director, pre‑emptive and top‑up rights on certain acquisitions, and voting support commitments.

Notable Quotes

(No executive quotes were provided in the release.)