SCHEDULE: Osisko Development Details Condire's Ownership Cap

Osisko Development Corp. and Condire have amended their agreement to cap Condire's beneficial ownership at 9.99% following recent private placements and warrant exercises.

Summary

• Osisko Development Corp. (ODV) and Condire (Condire Resource Master Partnership, LP and Condire Alpha Partners, LP) have entered into a Second Amended and Restated Supplementary Agreement (Blocker Agreement) dated August 15, 2025.
• The Blocker Agreement clarifies and formalizes that Condire's beneficial ownership, including affiliates, in ODV common shares will not exceed 9.99% of the outstanding shares, even upon exercise of warrants or conversion of other securities.
• Condire participated in a 'bought deal' brokered private placement that closed on August 15, 2025, acquiring 9,400,000 units at US$2.05 per unit, totaling US$19,269,999.
• Each unit in the brokered offering consists of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share at US$2.56 per share on or prior to August 15, 2027.
• Condire Alpha acquired 622,382 units for US$1,275,883, and Condire Resource acquired 8,777,618 units for US$17,994,117 in the brokered offering, financed from working capital.
• Condire also holds 12 million units from a November 12, 2024 subscription agreement at US$1.80 per unit, with warrants exercisable at US$3.00 per share until October 1, 2029.
• The company also proposes a concurrent non-brokered private placement of up to 40,505,330 units at US$2.05 per unit.
• As of August 12, 2025, ODV had 138,044,767 common shares outstanding, with an additional 58,560,000 shares from the brokered private placement and 40,505,330 shares from the non-brokered private placement.
• Condire's aggregate beneficial ownership is reported as 23,879,902 shares, representing 9.9% of the class, which includes 1,927,968 shares issuable upon warrant exercise, subject to the 9.99% blocker.

Sentiment

Score: 7

Explanation: The filing indicates successful capital raising activities and a structured agreement with a significant investor, which are generally positive for a development-stage company. The ownership limitation is a standard investor requirement, not a negative for the company's operations.

Positives

• Successful completion of a significant 'bought deal' brokered private placement, raising US$19,269,999 from Condire, indicating continued investor confidence.
• The company is also undertaking a non-brokered private placement to raise additional capital, further strengthening its financial position.
• The Blocker Agreement provides clarity on a major investor's ownership limits, which can be beneficial for corporate governance and market transparency.

Negatives

• The 9.99% beneficial ownership limitation for Condire restricts their ability to fully exercise all warrants if it would push them over the threshold, potentially limiting future capital infusion from this investor through warrant exercises.

Risks

• Beneficial Ownership Limitation: Condire's beneficial ownership, including affiliates, is capped at 9.99% of outstanding common shares, which may limit their ability to fully exercise all warrants or acquire additional shares.
• U.S. Securities Law Restrictions: Warrants and common shares issued upon exercise are subject to U.S. Securities Act and state securities law restrictions, requiring specific exemptions or registration for transfer and exercise in the U.S.
• Compliance with Canadian Securities Laws: Condire is solely responsible for complying with Canadian insider reporting and early warning system requirements.

Future Outlook

The company has committed to using commercially reasonable efforts to prepare and file a Registration Statement on Form F-3 with the SEC within 30 days of the Warrant Indenture date (August 15, 2025), aiming for it to be declared effective by four months and one day from that date, to register the resale of common shares issuable upon warrant exercise.

Industry Context

This filing primarily details a specific capital raise and an investor-specific ownership agreement, rather than broad industry trends. However, private placements are a common method for resource companies like Osisko Development Corp. to raise capital for exploration and development projects, especially in the mining sector, where significant upfront investment is often required. The involvement of institutional investors like Condire indicates continued interest in the sector and the company's specific assets.

Comparison to Industry Standards

• The private placement unit price of US$2.05 and warrant exercise price of US$2.56 should be compared to recent capital raises by similar-stage mining or development companies in the gold or precious metals sector to assess competitiveness.
• The 9.99% beneficial ownership blocker is a common feature in private placements with large institutional investors, often to avoid triggering certain regulatory thresholds or to maintain a diversified shareholder base. This is consistent with standard practices for significant minority investments.
• The warrant terms (exercise price, expiry, and acceleration clauses) are typical for such financings in the mining industry, designed to provide upside participation for investors while allowing the company to force exercise under favorable market conditions.

Corporate Governance

Related Party Transactions

• Condire Resource Master Partnership, LP and Condire Alpha Partners, LP (collectively, Condire) are significant investors in Osisko Development Corp. and participated in the recent private placements.
• Condire Resource subscribed for 12 million units in a November 12, 2024 subscription agreement.
• Condire acquired 9,400,000 units in the August 15, 2025 'bought deal' brokered private placement.
• Condire Alpha acquired 158,000 common share purchase warrants in the open market on June 30, 2025.

Stakeholder Impact

• Shareholders: The capital raise provides funding for company operations, potentially reducing dilution risk from other financing methods in the short term. The blocker agreement limits the influence of a single large investor.
• Investors (Condire): Their investment is structured with a beneficial ownership cap, which may limit their ultimate control but provides clarity on their maximum stake.
• Employees/Management: Continued funding supports ongoing operations and strategic initiatives.

Next Steps

• The Corporation will use commercially reasonable efforts to prepare and file a Registration Statement on Form F-3 with the SEC within 30 days of August 15, 2025.
• The Corporation will use commercially reasonable efforts to have the Registration Statement declared effective by four months and one day from August 15, 2025.
• The Corporation will provide prompt notice to the Warrant Agent regarding any change in the effectiveness or availability of the Registration Statement.

Key Dates

Keywords

Osisko Development Corp, Condire, Private Placement, Warrants, Blocker Agreement, SEC Filing, Capital Raise, Beneficial Ownership, Corporate Governance, Mining, Exploration