Osisko Development Announces Agreement to Divest Non-Core San Antonio Gold Project

Rhea-AI Summary

Osisko Development (NYSE: ODV) agreed to sell its 100% interest in the San Antonio gold project in Sonora, Mexico to Axo Copper (TSXV: AXO) under a Purchase Agreement dated Nov 21, 2025.

Consideration at closing will be 15,305,536 Axo common shares or such number that yields a 9.99% ownership of Axo on a non-diluted basis. Contingent payments include: 70% of any Mexican VAT refund due to Sapuchi; US$2.0M on filing an NI 43-101 feasibility study (cash or Axo shares); US$2.0M on first gold pour (cash or Axo shares); and additional shares to preserve a 9.99% stake if Axo raises ≥US$10.0M in equity.

Osisko will hold Axo shares for at least 12 months and comply with further conditions until 24 months. San Antonio is not a material property and has been in care and maintenance since Q3 2023. Closing is subject to customary conditions including TSXV acceptance.

Positive

• 100% interest sold in San Antonio for Axo equity
• Consideration structured to retain 9.99% ownership in Axo
• Contingent payments totaling up to US$4.0M tied to feasibility and first gold pour

Negative

• San Antonio has been in care and maintenance since Q3 2023
• Closing remains subject to TSXV acceptance and customary conditions
• Osisko must hold Axo shares 12 months and comply with restrictions for 24 months

Insights

Corporate Development Analyst

Sale of a non-core Mexican gold project for equity plus contingent cash offers modest strategic tidy-up, not material to operations.

Osisko Development agreed to sell its 100% interest in the San Antonio Gold Project via the acquisition of Sapuchi by Axo Copper under a Purchase Agreement dated Nov. 21, 2025. Consideration includes 15,305,536 Axo common shares sized to leave Osisko Development with 9.99% ownership on a non-diluted basis, a cash entitlement equal to 70% of any Mexican VAT refund up to closing, and contingent payments of US$2,000,000 on a NI 43-101 feasibility study and US$2,000,000 on first gold pour, payable in cash or Axo shares at the issuer's option. The agreement also provides for share top-up rights tied to an Axo equity raise of at least US$10,000,000. The Project has been in care and maintenance since Q3 2023 and is described as non-material to the seller.

Business mechanism: the deal converts a non-core asset into a minority equity stake and contingent cash upside, while transferring operating responsibility to Axo. Dependencies and risks: closing remains subject to customary conditions and TSXV acceptance, the feasibility-study and production contingents depend on successful development by Axo, and the value received could be diluted by Axo's share issuance choices and feasibility outcomes. Items to watch over the next 12–36 months include regulatory acceptance and closing timing, the filing date of a NI 43-101 feasibility study (which triggers US$2,000,000), the timing of a first gold pour (which triggers US$2,000,000), and any Axo equity financings ≥US$10,000,000; Osisko Development must hold its Axo shares for at least 12 months and comply with additional conditions until 24 months after closing.

MONTREAL, Nov. 24, 2025 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE: ODV, TSXV: ODV) ("Osisko Development" or the "Company") is pleased to announce that it has entered into a securities purchase agreement dated November 21, 2025 (the "Purchase Agreement") with Axo Copper Corp. (TSXV:AXO) ("Axo") to sell its 100% interest in the San Antonio Gold Project ("San Antonio" or the "Project") located in the Sonora State, Mexico. Pursuant to the Purchase Agreement, Axo will acquire Sapuchi Minera S.A. de R.L. de C.V. ("Sapuchi"), which holds a 100% interest in the mineral concessions comprising San Antonio, subject to the satisfaction of certain conditions (the "Transaction").

Upon closing of the Transaction, Osisko Development will receive, subject to adjustment in accordance with the terms of the Purchase Agreement, 15,305,536 common shares of Axo ("Axo Shares") or such other number of Axo Shares that would result in Osisko Development owning 9.99% of the issued and outstanding Axo Shares on a non-diluted basis. Osisko Development will also be entitled to receive the following contingent payments:

• A cash payment equal to 70% of any Mexican value-added tax refund due or owing to Sapuchi in respect of any period of time ending on or before the closing date of the Transaction;
• Upon the public filing by Axo of a feasibility study respecting the Project that is prepared in accordance with NI 43-101, US$2,000,000, payable in cash or Axo Shares, at Axo's option;
• Upon the first gold pour being completed at the Project, US$2,000,000, payable in cash or Axo Shares, at the Company's option; and
• In the event that Axo completes one or more equity financings that result in aggregate gross proceeds of at least US$10,000,000, Axo will issue to Osisko Development such number of Axo Shares that would result in Osisko Development retaining a 9.99% interest in Axo, on a non-diluted basis, on the initial US$10,000,000 raised pursuant to such equity financing.
  
  

"In line with our strategy of focusing on priority development assets within our portfolio, we are pleased to announce the sale of San Antonio to Axo. We believe Axo is well equipped to successfully advance the project through its next phase, and look forward to remaining a supportive long-term shareholder," commented Sean Roosen, Chairman and CEO.

The Company has agreed that it will hold its Axo Shares for at least 12 months following the closing of the Transaction, and to comply with certain other conditions until the date that is 24 months from the date of completion of the Transaction.

The Project is not considered a material property of the Company and has been in care and maintenance since the third quarter of 2023.

The Transaction is subject to customary closing conditions, including the acceptance of the TSX Venture Exchange.

Bennett Jones LLP is acting as legal advisor to Osisko Development for the Transaction.

ABOUT OSISKO DEVELOPMENT CORP.

Osisko Development Corp. is a continental North American gold development company focused on past-producing mining camps located in mining friendly jurisdictions with district scale potential. The Company's objective is to become an intermediate gold producer by advancing its flagship permitted 100%-owned Cariboo Gold Project, located in central B.C., Canada. Its project pipeline is complemented by the Tintic Project in the historic East Tintic mining district in Utah, U.S.A.—brownfield properties with significant exploration potential, extensive historical mining data, access to existing infrastructure and skilled labour. The Company's strategy is to develop attractive, long-life, socially and environmentally responsible mining assets, while minimizing exposure to development risk and growing mineral resources.

For further information, visit our website at www.osiskodev.com or contact:

Sean Roosen	Philip Rabenok
Chairman and CEO	Vice President, Investor Relations
Email: sroosen@osiskodev.com	Email: prabenok@osiskodev.com
Tel: +1 (514) 940-0685	Tel: +1 (437) 423-3644

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, contained in this news release, including any information as to the future financial or operating performance of Osisko Development, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, including the provisions of the Securities Act (Ontario) and the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995 and are based on the expectations, estimates and projections of management as of the date of this news release, unless otherwise stated. Forward-looking statements contained in this presentation include, without limitation, statements with respect to the completion and timing of the sale of San Antonio; estimated total cash or share consideration from the sale of San Antonio; the schedule of deferred payments; limitations on Osisko Development's ability to sell Axo Shares. Phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result and similar such expressions identify forward-looking statements. The words “estimate”, or “expects” or variations of or similar such words and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result and similar such expressions identify forward-looking statements. Forward-looking statements are, necessarily, based upon a number of estimates and assumptions that, while considered reasonable by Osisko Development as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Osisko Development contained in this news release, which may prove to be incorrect, include, but are not limited to: (i) that the parties will complete the acquisition and the Company will receive the consideration payable in accordance with, and on the timeline contemplated by, the terms and conditions of the relevant agreements, on a basis consistent with our expectations; and (ii) that, in the event any deferred payment is not paid to Osisko Development, it will be able to enforce its rights under the relevant agreements in a manner consistent with its expectations. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements, including the risk that the sale transaction will not be completed for any reason and that the contingent deferred payments are actually paid to Osisko Development. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this news release are qualified by this cautionary statement and those made in our other filings with the securities regulators of Canada and the United States including, but not limited to, the cautionary statements made in the “Risk Analysis” section of our MD&A for the three and nine months ended September 30, 2025 and the Annual Information Form dated March 28, 2025. These factors are not intended to represent a complete list of the factors that could affect Osisko Development. Osisko Development disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

FAQ

What did Osisko Development announce on Nov 24, 2025 about the San Antonio project (ODV)?

Osisko announced a sale of its 100% interest in San Antonio to Axo under a Purchase Agreement dated Nov 21, 2025 with equity and contingent cash/share consideration.

How many Axo shares will Osisko receive on closing of the San Antonio sale (ODV)?

Osisko will receive 15,305,536 Axo common shares or a number that results in a 9.99% ownership on a non-diluted basis.

What contingent payments does Osisko get from Axo after the San Antonio transaction (ODV)?

Contingent payments include 70% of any Mexican VAT refund, US$2M on an NI 43-101 feasibility filing, US$2M on first gold pour, and share issuances tied to equity raises ≥US$10M.

Are there holding or resale restrictions on the Axo shares Osisko receives (ODV)?

Yes. Osisko agreed to hold the Axo shares for at least 12 months and to comply with additional conditions until 24 months after closing.

Is the San Antonio project material to Osisko Development (ODV)?

No. The company stated San Antonio is not considered a material property and has been in care and maintenance since Q3 2023.