F-10: Osisko Development Files F-10 for Cariboo Gold Project

Osisko Development Corp. filed an F-10 registration statement, detailing a positive feasibility study for its Cariboo Gold Project and outlining plans for a $750 million shelf offering.

Summary

• An F-10 Registration Statement has been filed for a potential aggregate offering of up to $750,000,000 in common shares, debt securities, warrants, subscription receipts, and units.
• The Cariboo Gold Project Feasibility Study (effective April 25, 2025) demonstrates economic viability as an underground mine with a new processing plant.
• The project contains an estimated Measured Mineral Resource of 8,000 oz of gold, an Indicated Mineral Resource of 1,604,000 oz of gold, and an Inferred Mineral Resource of 1,864,000 oz of gold, exclusive of reserves.
• Probable Mineral Reserves total 17,815,435 tonnes at an average grade of 3.62 g/t Au, containing 2,070,798 oz of gold (effective April 10, 2025).
• The Life of Mine (LOM) is 10 years, with a maximum production rate of 4,900 tonnes per day (tpd) expected to be achieved by Q2 Year 1.
• Total initial capital costs are estimated at $881 million, and sustaining capital costs at $525 million, leading to a cumulative LOM CAPEX of $1,406 million.
• The average operating cost over the 10-year mine life is estimated to be $110.7 per tonne mined, with All-in Sustaining Costs (AISC) including royalties over LOM at USD $1,157/oz.
• The after-tax Net Present Value (NPV) at a 5% discount rate is $943.5 million, with an Internal Rate of Return (IRR) of 22.1%, and an after-tax payback period of 2.8 years after the start of operations.
• The company secured a US$450 million financing facility from Appian Capital Advisory Limited and completed two private placements: US$203 million (August 2025) and $82.5 million (October 2025).
• Current working capital is approximately $419,000,000 (excluding non-cash liabilities), with a cash position of approximately $471,000,000.
• Anticipated expenditures for Cariboo Gold Project development milestones over the next 12 months are approximately $301,429,000.

Sentiment

Score: 8

Explanation: The filing presents a robust feasibility study for the Cariboo Gold Project with strong economic metrics (NPV, IRR, AISC) and significant gold reserves. Recent successful financing rounds and permit acquisitions demonstrate substantial progress and de-risking. However, the company acknowledges ongoing negative operating cash flow, the speculative nature of the investment, and the need for additional capital, which temper the overall sentiment.

Positives

• The Feasibility Study for the Cariboo Gold Project demonstrates strong economic viability with an after-tax NPV of $943.5 million (5% discount rate) and an IRR of 22.1%.
• The project has a relatively short after-tax payback period of 2.8 years after the start of operations.
• Significant Probable Mineral Reserves of 2,070,798 oz of gold support a 10-year mine life.
• A high overall gold metallurgical recovery rate of 92.6% is projected.
• The company successfully secured a US$450 million financing facility from Appian Capital Advisory Limited.
• Two recent private placements raised substantial capital: US$203 million in August 2025 and $82.5 million in October 2025.
• Key permits, including the Environmental Assessment Certificate, Mines Act permit, and Environmental Management Act permits, have been received.
• The planned processing plant and surface infrastructure design are optimized to accommodate potential future expansion options.
• Opportunities exist to upgrade Inferred resources to Indicated category through further exploration drilling, potentially extending the mine life and increasing project value.

Negatives

• The company currently has negative operating cash flow, reporting $52.3 million for FY2024 and $20.5 million for the three and nine months ended September 30, 2025.
• Net losses were reported at $88.3 million for FY2024 and $47.4 million for the three and nine months ended September 30, 2025.
• Anticipates continued negative operating cash flow until profitable commercial production is achieved at the Cariboo Gold Project.
• Investment in the company's securities is highly speculative and involves significant risks, with the potential for investors to lose their entire investment.
• The potential for dilution exists from future issuance of additional securities and the exercise of a significant number of outstanding warrants (132,376,167).
• The company has no history of paying dividends on its Common Shares.
• Project economics are highly sensitive to fluctuations in gold price and the USD:CAD exchange rate.

Risks

• The planned daily mining production rate may be difficult to achieve due to geological continuity issues, geotechnical issues, possible interaction of equipment, automation constraints, and other potential slowdowns, resulting in a longer mining cycle time.
• Risks related to paste backfill include encountering unrecorded historical workings (leading to delays and higher costs), longer-than-planned backfilling of old voids (delaying development), and insufficient underground void space (risking contingency storage or plant shutdown).
• 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 not be representative, potentially requiring re-evaluation of the water treatment design.
• A lower-than-design ore sorter mass pull could increase waste sent underground, requiring increased use of void space or a reduction in overall recovery.
• Ammonia and Nitrate concentration fluctuations for the Water Treatment Plant (WTP) could cause potential starvation of the biological community in the Moving Bed Biofilm Reactor (MBBR).
• The inability to locate an appropriate borrow source for aggregate material near the Mine Site could increase construction costs and environmental impact due to transporting material over greater distances.
• Schedule risk related to amended permits, as changes to the project will require amendments to existing certificates and permits, and regulatory timelines may be lengthy, impacting construction and operational schedule targets.
• Equity security trading risks, including high price and volume volatility, influenced by worldwide economic conditions, government policies, investor perceptions, interest rates, metal prices, operating costs, and company-specific factors.
• There is currently no public market for Debt Securities, Warrants, Subscription Receipts, or Units, which may affect their pricing, transparency, liquidity, and issuer regulation.
• Sales of a substantial number of Common Shares in the public market by existing shareholders could reduce the market price of the Common Shares.
• Management's discretion in the use of proceeds from offerings may not necessarily enhance the value of the company's securities.
• U.S. investors face potential adverse U.S. federal income tax consequences if the company is classified as a Passive Foreign Investment Company (PFIC).
• Enforceability of civil liabilities under U.S. federal securities laws may be affected by the company and most officers/directors being non-U.S. residents and a substantial portion of assets being located outside the U.S.

Future Outlook

The Cariboo Gold Project is recommended to advance to the detailed engineering phase, with project execution activities commencing at the company's discretion to ensure construction readiness. Future exploration drilling is planned to convert Inferred Mineral Resources to Mineral Reserves and define additional potential reserves to extend the mine life. The company anticipates continued negative operating cash flow until profitable commercial production is achieved at the Cariboo Gold Project. The processing plant and surface infrastructure design are strategically optimized for potential future expansion, and permits for the Transmission Line are anticipated in 2025. Project development is scheduled to begin in Q3 Year -3, with full production of 4,900 tpd expected by Q2 Year 1, and a 10-year mine life.

Management Comments

• The QPs consider the Cariboo Technical Report results sufficiently reliable and recommend that the Project be advanced to next stage of development through the initiation of detailed engineering.
• The QPs consider the FS to be reliable, thorough, based on quality data, reasonable hypotheses, and parameters compliant with NI 43-101 requirements and CIM Definition Standards.

Industry Context

The Cariboo Gold Project is located within the historic Cariboo Gold Belt in British Columbia, a region with a long history of gold production. The project aligns with the orogenic gold deposit model, known for both high-grade vein and bulk-tonnage lode deposits. The company's strategy to advance this project, incorporating modern techniques like advanced ore sorting, gravity concentration, and flotation, reflects current industry trends focused on maximizing recovery and minimizing environmental impact in established mining districts. The significant capital investment and detailed feasibility study indicate a commitment to developing a large-scale, long-life gold operation, positioning the company as a key player in the Canadian gold sector.

Comparison to Industry Standards

• The Feasibility Study generally meets the American Association of Cost Engineers Class 3 requirements, indicating a reasonable level of detail and accuracy for cost estimates at this stage.
• Mineral Resource and Reserve estimates adhere to the 2014 CIM Definition Standards and 2019 CIM Best Practice Guidelines, which are widely recognized and respected Canadian industry standards for mineral project disclosure.
• The project's after-tax IRR of 22.1% and NPV of $943.5 million (at a 5% discount rate), coupled with an AISC of USD $1,157/oz, are competitive metrics for a gold development project of this scale, particularly when considering the long-term gold price assumption of USD $2,400/oz. These figures suggest a robust economic profile compared to many peer projects in the gold mining sector.
• Mining costs were benchmarked against comparable underground gold projects, ensuring the cost estimates are realistic within the industry context.

Management Changes

Corporate Governance

Related Party Transactions

• OR Royalties Inc. (formerly Osisko Gold Royalties Ltd) holds a 5% net smelter return (NSR) royalty on the Cariboo Gold Project.
• OR Royalties has certain nomination rights for directors and rights of first refusal/participation in royalties as long as it holds more than 9.9% / 10% of outstanding Common Shares, as per an investment agreement dated November 25, 2020, as amended on September 30, 2022.
• 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 dated August 15, 2025, which grants it nomination and participation rights.

Stakeholder Impact

• Shareholders: Potential for increased value from successful project development, but also exposure to dilution from future capital raises and market price volatility. Existing shareholders may face dilution from the exercise of a large number of outstanding warrants.
• Employees: The project is expected to require up to 525 employees (staff and labor) during peak operations, indicating significant job creation.
• Local Communities/Indigenous Nations: Ongoing engagement with three Participating Indigenous nations (Lhtako Den Nation, Xatll First Nation, Williams Lake First Nation) and local government agencies is critical for social license and operational continuity. Project activities are subject to local bylaws in the Cariboo Regional District and Wells.
• Creditors: The company has existing and future liabilities, including the US$450 million Appian Facility, which will impact its financial structure and ability to service debt.
• Regulatory Authorities: The company must comply with Canadian and U.S. securities laws, as well as provincial environmental regulations (EAC, Mines Act, Environmental Management Act permits), requiring ongoing monitoring and potential amendments for project changes.

Next Steps

• Advance the Cariboo Gold Project to the detailed engineering phase.
• Initiate Project execution activities to ensure construction readiness.
• Undertake exploration drilling with a budget of $45,000,000 to convert Inferred Mineral Resources to Mineral Reserves within and around the mine area.
• Define additional potential Mineral Reserves that could feed into the current or expanded mineral processing facilities.
• Detail mine planning, characterization, and testing related to paste flow loop, as well as early supplier engagement.
• Perform additional test work to support a more comprehensive understanding of the 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.
• Obtain permits for the Transmission Line (anticipated in 2025).
• Potential future offerings of securities under the F-10 registration statement.

Key Dates

Recommendation

The Cariboo Gold Project's feasibility study presents compelling economics with a strong NPV and IRR, supported by substantial gold reserves and a high recovery rate. Recent successful financing rounds and permit approvals de-risk the project significantly. However, the company's current negative operating cash flow, the need for substantial additional capital to reach production, and the inherent risks of mining development (geological, geotechnical, operational, and permitting delays) suggest a 'Hold' recommendation. While the long-term potential is attractive, the near-term execution challenges and capital requirements warrant caution for new investments, while existing investors should monitor progress closely. The high gold price assumption in the economic model also introduces sensitivity.

Keywords

Gold mining, Cariboo Gold Project, Feasibility Study, Mineral Resources, Mineral Reserves, Osisko Development Corp., SEC F-10, Shelf Prospectus, Capital Raise, British Columbia, Gold exploration, Mining development, Project economics, NPV, IRR, AISC