Osisko Development Announces US$125 Million Bought Deal Public Offering of Common Shares to Advance Mineral Resource-to-Reserve Conversion Toward Mine Plan Integration at the Cariboo Gold Project

Rhea-AI Summary

Osisko Development (NYSE: ODV) entered a bought deal underwritten offering of 35,311,000 common shares at US$3.54 per share for gross proceeds of US$125,000,940, with an over-allotment option for up to 5,296,650 additional shares for up to US$18,750,141. Net proceeds are intended to fund infill conversion drilling and at-depth exploration at the Cariboo Gold Project and for general working capital. The Base Shelf Prospectus is accessible and the Canadian prospectus supplement will be filed within two business days. Closing is expected on or about January 30, 2026, subject to regulatory and listing approvals including TSXV and NYSE.

Positive

• Bought-deal underwriters committed to US$125.0M financing
• Proceeds earmarked for infill conversion drilling at Cariboo
• Over-allotment option up to US$18.75M for stabilization
• Targeted closing date of Jan 30, 2026 provides near-term funding timetable

Negative

• Share issuance of US$125.0M will dilute existing shareholders
• Closing subject to TSXV and NYSE listing approvals, risking delay or change
• Use of proceeds includes general working capital, reducing earmarked project funding clarity

News Market Reaction

% 4.9x vol

28 alerts

% News Effect

+2.5% Peak Tracked

-12.9% Trough Tracked

$1.05B Market Cap

4.9x Rel. Volume

On the day this news was published, ODV declined NaN%, reflecting a moderate negative market reaction. Argus tracked a peak move of +2.5% during that session. Argus tracked a trough of -12.9% from its starting point during tracking. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility. Trading volume was very high at 4.9x the daily average, suggesting heavy selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Base offering size: 35,311,000 shares Offering price: US$3.54 per share Gross proceeds (base): US$125,000,940 +5 more

8 metrics

Base offering size 35,311,000 shares Common shares sold in bought-deal base offering

Offering price US$3.54 per share Fixed price for bought-deal common share offering

Gross proceeds (base) US$125,000,940 Total gross proceeds from base bought-deal tranche

Over-allotment shares 5,296,650 shares Additional shares available under over-allotment option

Gross proceeds (over-allotment) US$18,750,141 Additional gross proceeds if over-allotment fully exercised

Over-allotment period 30 days Option exercisable up to 30 days after the Closing Date

Expected closing date January 30, 2026 Target closing for the base bought-deal offering

Shelf registration potential US$126.8 million Potential warrant exercise proceeds under Form F-3/A shelf

Market Reality Check

Price: $3.86 Vol: Volume 2,530,875 is 1.88x...

high vol

$3.86 Last Close

Volume Volume 2,530,875 is 1.88x the 20-day average of 1,349,174, indicating elevated trading interest pre-offering. high

Technical Shares at $3.85 are trading above the 200-day MA of $2.76, reflecting a pre-offering uptrend.

Peers on Argus

Several gold peers are down (e.g., DC -10.34%, GROY -7.27%, IAUX -4.79%), while ...

Several gold peers are down (e.g., DC -10.34%, GROY -7.27%, IAUX -4.79%), while ODV is only slightly lower at -0.26%, suggesting today’s equity financing is more issuer-specific than a broad sector move.

Previous Offering Reports

2 past events · Latest: Oct 15 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Oct 15	Bought-deal upsize	Positive	+3.3%	Upsized bought-deal financing to total <b>C$75 million</b> with added placement.
Oct 08	Flow-through offering	Positive	+5.6%	C$30M LIFE flow-through share offering to fund Canadian exploration expenses.

Pattern Detected

Past equity offerings for ODV with Cariboo-focused use of proceeds have seen generally positive next-day reactions.

Recent Company History

Recent history shows Osisko Development repeatedly accessing equity markets to fund the Cariboo Gold Project. On Oct 8, 2025, it announced a C$30,010,020 bought-deal flow-through offering, followed by an upsized total C$75 million financing on Oct 15, 2025. Those deals produced next‑day moves of +5.62% and +3.34%, respectively. Today’s U.S.-dollar bought-deal common share offering similarly targets project advancement, fitting this ongoing funding pattern.

Historical Comparison

offering

+4.5 %

Average Historical Move

Historical Analysis

In the past year, ODV’s two offering-related announcements averaged a +4.48% next-day move. Today’s bought-deal common share raise, linked to Cariboo funding, shows a weaker -0.26% response versus that pattern.

Typical Pattern

The company has moved from C$ flow-through and upsized bought-deal financings toward a large U.S.-dollar common share offering, continuing a structured funding path for the Cariboo Gold Project.

Regulatory & Risk Context

Active S-3 Shelf · US$126.8 million

Shelf Active

Active S-3 Shelf Registration 2025-12-10

US$126.8 million registered capacity

An effective Form F-3/A shelf allows resale of up to 104,751,318 shares from a prior private placement. While Osisko does not receive proceeds from resales, it could obtain up to US$126.8 million if related warrants are fully exercised, adding to funding avenues alongside today’s bought-deal offering.

Market Pulse Summary

This announcement details a sizeable bought-deal common share financing, with US$125,000,940 in base...

Analysis

This announcement details a sizeable bought-deal common share financing, with US$125,000,940 in base proceeds and an over-allotment option for up to US$18,750,141, largely directed toward the Cariboo Gold Project. It continues a funding strategy that has included prior bought deals and an effective shelf that may generate up to US$126.8 million from warrant exercises. Investors may track execution on drilling, reserve conversion, and closing on or about January 30, 2026 as key follow-ups.

Key Terms

bought deal, over-allotments, prospectus supplement, short form base shelf prospectus, +4 more

8 terms

bought deal financial

"entered into an agreement ... on a "bought deal" basis, 35,311,000 common shares"

A bought deal is a type of securities offering where an investment bank agrees to purchase the entire share or bond issue from a company up front and then resells it to investors, acting like a wholesaler who guarantees the sale. For investors, it matters because it gives the company fast, certain access to cash while potentially signaling pricing pressure or dilution—meaning the shares may be sold at a discount and existing holders could see their ownership reduced.

over-allotments financial

"option to purchase up to an additional 5,296,650 Shares ... to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

prospectus supplement regulatory

"by way of a prospectus supplement (the "Canadian Prospectus Supplement")"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

short form base shelf prospectus regulatory

"to the short form base shelf prospectus of the Company dated December 23, 2025"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

base shelf prospectus regulatory

"A copy of the Base Shelf Prospectus is, and a copy of the Canadian Prospectus Supplement"

A base shelf prospectus is a pre-approved regulatory document that lets a company register a range of securities once and then sell them to the public over time without repeating the full approval process for each offering. For investors it’s like a menu and standing permission slip: it lays out the types of securities, key risks and terms ahead of any specific sale, so buyers can assess potential dilution, timing and the company’s plans before new shares or debt hit the market.

registration statement regulatory

"contained in the Company's effective registration statement on Form F-10"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Form F-10 regulatory

"contained in the Company's effective registration statement on Form F-10"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

TSX Venture Exchange regulatory

"subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

AI-generated analysis. Not financial advice.

THE BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE CANADIAN PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, UNDER THE COMPANY'S ISSUER PROFILE ON SEDAR+. 

MONTREAL, Jan. 26, 2026 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE: ODV, TSXV: ODV) ("Osisko Development" or the "Company") is pleased to announce that it has entered into an agreement with National Bank Capital Markets, RBC Capital Markets and Cantor, as co-lead underwriters and co-bookrunners, on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis, 35,311,000 common shares of the Company (each, a "Share"), at a price of US$3.54 per Share (the "Offering Price"), for gross proceeds of US$125,000,940 (the "Base Offering").

The Company intends to use the net proceeds of the Offering to fund infill conversion drilling and at depth exploration at the Cariboo Gold Project and for general working capital purposes, as further described in the Canadian Prospectus Supplement and the U.S. Prospectus Supplement (each as defined below).

The Company has granted the Underwriters an option to purchase up to an additional 5,296,650 Shares at the Offering Price to cover over-allotments, if any, and for market stabilization purposes, for additional gross proceeds of up to US$18,750,141 (the "Over-Allotment Option" and together with the Base Offering, the "Offering"), exercisable in whole or in part, at any time on or prior to the date that is 30 days following the Closing Date (as defined below).

The Offering is being made in Canada by way of a prospectus supplement (the "Canadian Prospectus Supplement") to the short form base shelf prospectus of the Company dated December 23, 2025 (the "Base Shelf Prospectus"), which Canadian Prospectus Supplement is being filed by the Company with the securities regulatory authorities in each of the provinces and territories of Canada, and is being made in the United States by way of a prospectus supplement (the "U.S. Prospectus Supplement") to the base shelf prospectus contained in the Company's effective registration statement on Form F-10 (File No. 333-292328) (the "Registration Statement"), which U.S. Prospectus Supplement is being filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"). The Offering may also be made available in certain jurisdictions outside of Canada and the United States on a private placement basis in accordance with applicable securities laws and as agreed to between the Company and the Underwriters. Before investing, prospective investors in Canada should read the Base Shelf Prospectus, the Canadian Prospectus Supplement, when available, and the documents incorporated by reference therein, and prospective investors in the United States should read the Registration Statement (including the Base Shelf Prospectus), the U.S. Prospectus Supplement and the documents incorporated by reference therein.

Access to the Base Shelf Prospectus, the Canadian Prospectus Supplement and any amendments to such documents are provided in accordance with Canadian securities legislation relating to procedures for providing access to a base shelf prospectus, a shelf prospectus supplement and any amendment to such documents. A copy of the Base Shelf Prospectus is, and a copy of the Canadian Prospectus Supplement relating to the Offering will be (within two business days from the date hereof), accessible under the Company's profile on SEDAR+ at www.sedarplus.ca. You may access a copy of the Registration Statement (including the Base Shelf Prospectus) and the U.S. Prospectus Supplement for free by visiting the Company's profile on EDGAR on the SEC website at www.sec.gov.

An electronic or paper copy of the Base Shelf Prospectus, Registration Statement, the Canadian Prospectus Supplement, the U.S. Prospectus Supplement and any amendment to such documents may be obtained, without charge, upon request in Canada by contacting National Bank Financial Inc., 130 King Street West, 4^th Floor Podium, Toronto, Ontario, M5X 1J9, by telephone at (416)-869-8414 or by email at NBF-Syndication@bnc.ca, or RBC Dominion Securities Inc., 180 Wellington Street West, 8^th Floor, Toronto, Ontario, M5J 0C2, Attention: Distribution Centre, or by email at Distribution.RBCDS@rbccm.com, or Cantor Fitzgerald Canada Corporation, Attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, Ontario, M5H 3M7, or by email at ecmcanada@cantor.com, and in the United States by contacting National Bank of Canada Financial Inc., Attn: Equity Capital Markets, 65 E. 55^th St., 8^th Floor, New York, New York, 10022, by telephone at (416)-869-8414 or by email at NBF-Syndication@bnc.ca, or RBC Capital Markets, LLC, 200 Vesey Street, 8^th Floor, New York, New York, 10281-8098, Attention: Equity Syndicate, by telephone at (877)-822-4089 or by email at equityprospectus@rbccm.com, or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59^th Street, 6^th Floor, New York, New York, 10022, or by email at prospectus@cantor.com, and in each case by providing the contact with an email address or address, as applicable.

The Base Offering is expected to close on or about January 30, 2026 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange and listing approval of the New York Stock Exchange.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

ABOUT OSISKO DEVELOPMENT CORP.

Osisko Development Corp. is a continental North American gold development company focused on past producing mining camps with district scale potential. The Company's objective is to become an intermediate gold producer through the development of its flagship, fully permitted, 100%-owned Cariboo Gold Project, located in central British Columbia, Canada. Its project pipeline is complemented by the Tintic Project located in the historic East Tintic mining district in Utah, U.S.A., a brownfield property with significant exploration potential, extensive historical mining data, and access to established infrastructure. Osisko Development is focused on developing long-life mining assets in mining-friendly jurisdictions while maintaining a disciplined approach to capital allocation, development risk management, and mineral inventory growth.

For further information, 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

This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward- looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended) (collectively, “forward-looking statements”). Such forward-looking statements are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or potential outcomes. Such forward-looking statements in this news release may include, without limitation, statements pertaining to: the use of the net proceeds of the Offering, the timing and ability of the Company to complete the Offering on the terms described herein and within the proposed timeline, the ability to obtain the necessary regulatory authority approvals, including the conditional acceptance of the TSX Venture Exchange and/or the listing approval of the New York Stock Exchange, and the Company's strategy and objectives relating to the Cariboo Gold Project. Such forward-looking statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Actual results could differ materially due to a number of factors, including, without limitation, satisfying the requirements of the New York Stock Exchange and the TSX Venture Exchange (if at all), risks related to exploration, development and operation of the Cariboo Gold Project, general economic and market conditions and business conditions in the mining industry, fluctuations in commodity and currency exchange rates, changes in regulatory framework and applicable laws, as well as those risks and factors disclosed in the Company's most recent annual information form, financial statements and management's discussion and analysis as well as other public filings on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, prospective investors in the Company’s securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise these forward-looking statements except as required by 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 is the size and price of Osisko Development's bought deal offering (ODV)?

The offering is 35,311,000 shares at US$3.54 per share for gross proceeds of US$125,000,940.

How will Osisko Development (ODV) use the proceeds from the US$125M offering?

Net proceeds will fund infill conversion drilling and at-depth exploration at the Cariboo Gold Project and general working capital.

Does Osisko Development (ODV) have an over-allotment option in the offering?

Yes. Underwriters may purchase up to an additional 5,296,650 shares for up to US$18,750,141 within 30 days of closing.

When is the expected closing date for Osisko Development's offering (ODV)?

The Base Offering is expected to close on or about January 30, 2026, subject to regulatory approvals.

What regulatory approvals does the ODV offering require before closing?

Closing is subject to necessary regulatory approvals, including conditional approval of the TSX Venture Exchange and listing approval of the New York Stock Exchange.