F-10/A: Osisko Development Files F-10/A, Cariboo Gold Project Update

Osisko Development Corp. filed an F-10/A amendment to its shelf prospectus, detailing a $750 million offering and an updated feasibility study for its Cariboo Gold Project with strong economic projections.

Summary

• Osisko Development Corp. (ODV) filed an Amendment No. 1 to its Registration Statement on Form F-10 (F-10/A) on December 23, 2025.
• The filing is a base shelf prospectus, allowing ODV to offer and sell various securities (common shares, debt securities, warrants, subscription receipts, units) with an aggregate offering price of up to $750,000,000 over a 25-month period.
• The Cariboo Gold Project is now considered ODV's only material property for NI 43-101 purposes, superseding previous references to the Tintic Project.
• The 2025 Feasibility Study (FS) for the Cariboo Gold Project, effective April 22, 2025, demonstrates an after-tax Net Present Value (NPV) of $943.5 million (at a 5% discount rate) and an Internal Rate of Return (IRR) of 22.1%.
• The project has an estimated 10-year mine life with a maximum production rate of 4,900 tonnes per day (tpd), expected to be achieved by Q2 Year 1.
• Total Probable Mineral Reserves are 17,815,435 tonnes at an average grade of 3.62 g/t Au, containing 2,070,798 ounces of gold, effective April 10, 2025.
• Measured Mineral Resources are 47,000 tonnes at 5.06 g/t Au (8,000 oz Au), Indicated Mineral Resources are 17,332,000 tonnes at 2.88 g/t Au (1,604,000 oz Au), and Inferred Mineral Resources are 18,774,000 tonnes at 3.09 g/t Au (1,864,000 oz Au), exclusive of reserves.
• The overall gold metallurgical recovery over the life of mine (LOM) is expected to be 92.6%.
• Total initial capital costs are estimated at $881 million, with sustaining capital costs of $525 million, for a cumulative LOM capital expenditure of $1,406 million.
• The average operating cost over the 10-year mine life is estimated at $110.7 per tonne mined, and the All-In Sustaining Costs (AISC) including royalties over LOM are USD $1,157 per ounce.
• ODV secured a US$450 million financing facility from Appian Capital Advisory Limited on July 21, 2025, with an initial draw of US$100 million.
• The company completed a private placement of 99,065,330 units for approximately US$203 million on August 15, 2025, and a brokered private placement of 15,409,798 Common Shares for approximately $82.5 million on October 29, 2025.
• ODV anticipates expenditures of approximately $301,429,000 over the next 12 months to advance the Cariboo Gold Project, in addition to $37,200,000 for corporate G&A and care/maintenance for other projects.
• The company's working capital as of the filing date was approximately $419,000,000, with a cash position of approximately $471,000,000.

Sentiment

Score: 8

Explanation: The filing presents a robust feasibility study for the Cariboo Gold Project with strong economic metrics (NPV, IRR) and outlines significant capital raises to fund its development. While risks are acknowledged, the overall tone and detailed plans suggest a positive outlook for the project's advancement and future production.

Positives

• The Cariboo Gold Project's feasibility study shows strong economics with an after-tax NPV of $943.5 million (5% discount rate) and an IRR of 22.1%.
• The project has substantial Probable Mineral Reserves of over 2 million ounces of gold at an average grade of 3.62 g/t Au.
• High overall gold metallurgical recovery is projected at 92.6% over the life of mine.
• Significant financing has been secured, including a US$450 million Appian Facility and over US$285 million from recent private placements, providing capital for project development.
• The project has a robust 10-year mine life with a planned production rate of 4,900 tpd, reaching full production by Q2 Year 1.
• Environmental Assessment Certificate (EAC) and key Mines Act and Environmental Management Act permits have been received, demonstrating regulatory progress.
• The project design incorporates advanced technologies like ore sorting, gravity concentration, and flotation, along with a paste backfill system for sustainable tailings management.
• The underground crushing system and conveyor to surface are designed for efficient material handling.

Negatives

• The Corporation currently has negative operating cash flow and anticipates this will continue until profitable commercial production is achieved at the Cariboo Gold Project.
• An investment in the securities is highly speculative and involves significant risks, with investors potentially losing their entire investment.
• The issuance of additional securities and the exercise of outstanding warrants could result in significant dilution of existing equity interests.
• There is no established public market for Debt Securities, Warrants, Subscription Receipts, or Units, which may affect their liquidity and pricing.
• The Corporation has no history of paying dividends on its Common Shares and anticipates retaining cash resources for business development.
• U.S. investors face potential adverse U.S. federal income tax consequences if the company is classified as a Passive Foreign Investment Company (PFIC).

Risks

• Planned daily mining production rate may be difficult to achieve due to geological continuity issues, geotechnical issues, equipment interaction, automation constraints, and longer mining cycle times.
• Risks related to paste backfill, including encountering unrecorded historical workings, delays in backfilling old voids, and insufficient underground void space for paste backfill.
• Ground conditions may be worse than anticipated, leading to dilution, lower grades, and delays.
• Greater water inflow than anticipated could increase water pumping and treatment capital and operational costs.
• Underground mine water quality predictions may be unrepresentative, potentially requiring re-evaluation of water treatment design.
• Lower than design ore sorter mass pull could increase waste sent underground, requiring more void space or reducing overall recovery.
• Ammonia and Nitrate concentration fluctuations for the Water Treatment Plant (WTP) could cause starvation of the biological community in the Moving Bed Biofilm Reactor (MBBR).
• Inability to locate an appropriate borrow source for aggregate material near the Mine Site could increase construction costs and environmental impact.
• Risk of electrical load exceeding allowance, though mitigated by power factor correction and scalable distribution equipment.
• Schedule risk related to amended permits, as regulatory process timelines may be lengthy and impact construction and operational schedules.
• Equity security trading risks, including high price and volume volatility influenced by macroeconomic conditions, government policies, investor perceptions, and commodity prices.
• No existing public market for Debt Securities, Warrants, Subscription Receipts, or Units, which could affect secondary market pricing, transparency, liquidity, and issuer regulation.
• Sales of a substantial number of Common Shares by existing shareholders could reduce the market price and impair the Corporation's ability to raise additional capital.
• Management has broad discretion in the application of proceeds from offerings, and ineffective application could adversely affect the business and share price.
• Negative operating cash flows are expected to continue until profitable commercial production, requiring additional financing which may not be available on favorable terms or at all.
• An investment in the Securities is speculative and may result in the loss of an investor's entire investment.
• Dilution of equity interests from the issuance of additional securities and the exercise of Common Share purchase warrants, stock options, and other convertible securities.
• Price volatility of securities due to factors unrelated to the Corporation's financial performance, such as macroeconomic developments and market perceptions of the mining industry.
• No history of dividends, and future dividend payments are at the discretion of the board and may never occur.
• U.S. investors may face adverse U.S. federal income tax consequences if the Corporation is classified as a Passive Foreign Investment Company (PFIC).

Future Outlook

The Cariboo Gold Project is recommended to advance to the detailed engineering phase, with project execution activities commencing at ODV's discretion to ensure construction readiness. Future work includes extensive exploration drilling to convert Inferred Mineral Resources to Indicated and define additional potential Mineral Reserves, detailed mine planning, characterization and testing related to paste flow loop, additional metallurgical test work, water quality/balance sensitivity analysis, and surface infrastructure preparation. Full production of 4,900 tpd is expected to be reached by Q2 Year 1 (34 months from construction start).

Management Comments

• Management believes that the Cariboo Gold Project is the Corporation's only material property for NI 43-101 purposes.
• Management will have broad discretion in the application of the proceeds from any offering of securities.
• Management anticipates that negative operating cash flows will continue until profitable commercial production is achieved at the Cariboo Gold Project.
• Management considers the opinions, assumptions, and estimates regarding future milestones and costs to be reasonable.

Industry Context

The Cariboo Gold Project is situated within the historic Wells-Barkerville mining camp in British Columbia, a region known for gold production since the 1860s. The project's lode-gold mineralization shares characteristics with an orogenic gold deposit model, a class of deposits with significant economic importance found in deformed and metamorphosed mid-crustal blocks. The project's development aligns with broader industry trends focusing on optimizing recovery through advanced processing technologies like ore sorting and gravity concentration, and sustainable practices such as paste backfill for tailings management.

Comparison to Industry Standards

• Mining costs were estimated using a zero-based approach tailored to the selected longitudinal long hole retreat mining method and benchmarked against comparable underground gold projects.
• The capital cost estimate generally meets the American Association of Cost Engineers Class 3 requirements, indicating a reasonable level of accuracy for a feasibility study.

Management Changes

Corporate Governance

Related Party Transactions

• OR Royalties Inc. (formerly Osisko Gold Royalties Ltd) retains a 5.0% net smelter return (NSR) royalty on the Cariboo Gold Project.
• OR Royalties has certain nomination rights, demand registration and piggyback rights, right of first refusal on royalty sales, and right to participate in royalty buy-backs, as per an Investment Agreement.
• Double Zero Capital LP subscribed for approximately US$75 million of units under the August 2025 Offering and became an insider of the Corporation, entering into an investor rights agreement.

Stakeholder Impact

• Shareholders: Potential for significant returns from the Cariboo Gold Project's strong economics, but also risks of dilution from future capital raises and price volatility.
• Employees: The project is expected to require up to 525 employees (staff and labor) during peak operations, creating significant employment opportunities.
• Local Communities/Indigenous Nations: Ongoing engagement with Lhtako Den Nation, Xatll First Nation, and Williams Lake First Nation, with intentions to build relationships through all project phases. Environmental and social considerations are integrated into project planning and permitting.
• Creditors: The Appian Facility provides significant debt financing, impacting the company's debt profile and future repayment obligations.
• Suppliers: The project's substantial capital and operating expenditures will create opportunities for various suppliers and contractors.

Next Steps

• Initiate detailed engineering for the Cariboo Gold Project.
• Advance various construction readiness activities, including the purchase of long lead time equipment.
• Undertake exploration drilling to convert Inferred Mineral Resources within and around the mine area to Mineral Reserves.
• Define additional potential Mineral Reserves that could feed into current or expanded mineral processing facilities.
• Detail mine planning, characterization, and testing related to paste flow loop, and engage early with suppliers.
• Perform additional test work to support a more comprehensive understanding of lithological influence on metallurgical performance.
• Conduct a sensitivity analysis for parameters of concern for water quality/balance and reduce uncertainty related to inputs.
• Commence with preparation for surface infrastructure.

Key Dates

Recommendation

The filing presents a compelling investment case for Osisko Development Corp. based on the robust feasibility study for the Cariboo Gold Project, which projects strong after-tax NPV ($943.5M) and IRR (22.1%). The project's substantial gold reserves (over 2M oz probable) and high metallurgical recovery (92.6%) underpin its economic viability. Furthermore, the company has successfully secured significant financing, including the US$450M Appian Facility and over US$285M from recent private placements, substantially de-risking the capital requirements for development. While acknowledging risks such as negative operating cash flow and potential dilution, the detailed development plan, permitting progress, and the project's scale suggest a strong growth trajectory. The current valuation, in light of these positive developments, indicates a 'buy' recommendation for investors with a long-term horizon and an appetite for mining sector exposure.

Keywords

Gold Mining, Cariboo Gold Project, Feasibility Study, SEC F-10/A, Shelf Prospectus, Mineral Reserves, Mineral Resources, Capital Expenditure, Operating Costs, Osisko Development Corp, British Columbia, Appian Capital, Private Placement, Dilution, PFIC