M&A / Property

Osisko Development Completes Sale of San Antonio Gold Project

By The Northwire Desk — AI Analysis Jan 27, 2026 · 20:30 ODV · 5.13 Osisko Development Corp.

ODV · Price

Osisko Development Corp. completed the sale of its 100% interest in the San Antonio Gold Project to Axo Copper Corp., receiving 15,325,841 Axo common shares (≈9.99% of Axo on a non‑diluted basis).
The transaction includes contingent deferred payments: a cash payment tied to Mexican VAT refunds, up to US $2 million payable upon Axo’s feasibility study filing (cash or additional Axo shares), and US $2 million payable after the first gold pour at San Antonio.
Additional earn‑out provisions are triggered if Axo completes qualifying equity financings of ≥US $10 million, potentially adjusting Osisko’s ownership to maintain a 9.99% stake.

Consideration Received: 15,325,841 Axo common shares (≈9.99% of Axo on a non‑diluted basis).
Contingent Cash Payment – VAT Refund: 70 % of any Mexican value‑added tax refund due to Sapuchi Mexico for periods ending on or before the closing date.
Feasibility Study Earn‑out: Up to US $2 million payable in cash or up to 9,398,496 Axo shares (at Axo’s option). If the share issue price falls below the November 21 2025 “Floor Price,” Osisko receives the full 9,398,496 shares plus a cash shortfall equal to the difference between US $2 million and the dollar value of those shares.
First Gold Pour Earn‑out: Additional US $2 million payable upon completion of the first gold pour at San Antonio.
Qualifying Financing Provision: If Axo raises ≥US $10 million in equity financing:
When issue price > Floor Price, Axo must issue enough shares to keep Osisko’s ownership at 9.99% on a non‑diluted basis for the initial US $10 million raised.
When issue price < Floor Price, Osisko receives a maximum of 5,521,699 additional Axo shares plus cash equal to the shortfall (issue price × number of additional shares that would have been issued at the Floor Price).
Legal Advisor: Bennett Jones LLP acted as legal advisor to Osisko Development on the transaction.

(No direct quotes were provided in the release.)

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