Osisko Development Completes Sale of San Antonio Gold Project

Rhea-AI Summary

Osisko Development (NYSE: ODV) completed the sale of its 100% interest in the San Antonio Gold Project in Sonora, Mexico to Axo Copper, receiving 15,325,841 Axo shares (9.99%) at closing.

Osisko Development retains contingent payments: 70% of any Mexican VAT refund, US$2,000,000 upon an NI 43-101 feasibility study (cash or up to 9,398,496 Axo shares), US$2,000,000 on first gold pour, and share protections tied to a Qualifying Financing of at least US$10,000,000. Bennett Jones acted as legal advisor.

Positive

• 15,325,841 Axo shares received, equal to 9.99% ownership
• US$2,000,000 payable upon NI 43-101 feasibility study completion
• US$2,000,000 payable upon first gold pour at the Project
• 70% of any Mexican VAT refund recoverable by Sapuchi Mexico

Negative

• No immediate material cash proceeds; consideration was equity and contingent payments
• Contingent payments depend on future milestones and are not guaranteed
• Share retention tied to future financings introduces execution and market-price risk

Key Figures

Axo Shares received: 15,325,841 shares Ownership in Axo: 9.99% VAT refund entitlement: 70% of Mexican VAT refund +5 more

8 metrics

Axo Shares received 15,325,841 shares Consideration at closing, representing 9.99% of Axo on a non‑diluted basis

Ownership in Axo 9.99% Non‑diluted Axo ownership for Osisko Development at closing

VAT refund entitlement 70% of Mexican VAT refund Contingent cash payment tied to Sapuchi Mexico VAT refunds

Feasibility milestone payment US$2,000,000 Cash or up to 9,398,496 Axo Shares on filing NI 43‑101 feasibility study

Feasibility shares cap 9,398,496 Axo Shares Maximum Axo shares for feasibility study milestone, subject to Floor Price mechanics

First gold pour payment US$2,000,000 Cash payment contingent on first gold pour at San Antonio

Qualifying Financing threshold US$10,000,000 Minimum aggregate equity proceeds triggering top-up to maintain 9.99% Axo stake

Top-up share cap 5,521,699 Axo Shares Maximum additional Axo Shares if financing price is below the Floor Price

Market Reality Check

Price: $3.81 Vol: Volume 9,167,946 is 4.88x...

high vol

$3.81 Last Close

Volume Volume 9,167,946 is 4.88x the 20-day average of 1,878,367, indicating elevated activity before/around this asset-sale update. high

Technical Price 3.81 is trading above the 200-day MA at 2.78, despite a -1.04% daily move and sitting 9.39% below the 52-week high and 228.45% above the 52-week low.

Peers on Argus

ODV fell 1.04% while key gold peers were mostly positive: IAUX +2.23%, CMCL +2.7...

ODV fell 1.04% while key gold peers were mostly positive: IAUX +2.23%, CMCL +2.79%, GROY +5.22%, DC +1.85%, with only GAU -1.28%. This points to a stock-specific reaction to the San Antonio project sale rather than a broad gold-sector move.

Historical Context

5 past events · Latest: Jan 26 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 26	Equity financing	Neutral	+0.0%	Bought deal for <b>35,311,000</b> shares raising <b>US$125,000,940</b> for Cariboo work.
Jan 23	Operational incident	Negative	-0.3%	Contractor fatality at Cariboo, operations temporarily suspended for investigation.
Dec 15	Drilling results	Positive	-6.4%	Infill drilling at Cariboo with high-grade intercepts supporting reserve model.
Dec 08	Exploration campaign	Positive	-1.4%	Launch of fully-funded <b>70,000 m</b> exploration program targeting new Cariboo discoveries.
Nov 24	Asset divestiture	Positive	+4.8%	Agreement to sell non-core San Antonio project to Axo with contingent payments.

Pattern Detected

Recent news shows mixed reactions: positive Cariboo exploration and non-core asset divestment have sometimes seen negative or muted moves, while the initial San Antonio divestment agreement drew a stronger positive response.

Recent Company History

Over the last several months, Osisko Development has focused on the Cariboo Gold Project while reshaping its portfolio. A Nov 24, 2025 agreement to divest the non-core San Antonio project to Axo Copper, with contingent payments and a 9.99% Axo stake, previously led to a 4.81% gain. Subsequent updates highlighted a fully funded 70,000‑meter Cariboo drilling campaign and detailed infill results, though those drew negative price reactions. A US$125,000,940 bought-deal equity offering on Jan 26, 2026 showed continued funding for Cariboo. Today’s news represents completion of that earlier San Antonio divestment, consistent with the non-core asset sale strategy.

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 dated 2025-12-10 registers up to 104,751,318 common shares for resale from an August 2025 private placement. The company does not receive proceeds from these resales but could receive up to US$126.8 million if associated warrants are fully exercised, with proceeds earmarked for the Cariboo Gold Project. The shelf has been used at least once via a 424B3 filing on 2025-12-17.

Market Pulse Summary

This announcement finalizes Osisko Development’s exit from the San Antonio Gold Project, exchanging ...

Analysis

This announcement finalizes Osisko Development’s exit from the San Antonio Gold Project, exchanging its 100% interest for 15,325,841 Axo shares representing a 9.99% stake plus contingent cash and share-based payments tied to VAT refunds, a NI 43-101 feasibility study, first gold pour, and a US$10,000,000 Qualifying Financing. The move aligns with earlier disclosures describing San Antonio as non-core and complements recent financing and shelf activity focused on advancing the Cariboo Gold Project.

Key Terms

feasibility study, national instrument 43-101, value‑added tax, equity financings

4 terms

feasibility study technical

"Upon the public filing by Axo of a feasibility study respecting the Project..."

A feasibility study is an assessment that evaluates whether a proposed project or idea is practical and likely to succeed before investing significant time and resources. It considers factors like costs, potential benefits, and challenges, helping stakeholders decide if moving forward makes sense. Think of it as a detailed plan that gauges if a new venture is worth pursuing.

national instrument 43-101 regulatory

"prepared in accordance with National Instrument 43-101 – Standards of Disclosure..."

National Instrument 43-101 is a set of rules and guidelines that govern how mineral exploration and mining companies must report information about their projects. It ensures that the details shared with investors are accurate, consistent, and reliable—similar to how a detailed, verified blueprint ensures a building’s safety. This helps investors make informed decisions based on trustworthy information about a company's mineral resources.

value‑added tax financial

"A cash payment equal to 70% of any Mexican value‑added tax refund due or owing..."

A value-added tax (VAT) is a consumption tax charged on the incremental value added at each stage of producing and selling goods or services; businesses collect VAT from customers and remit the net amount to the government after subtracting the VAT they paid on purchases. It matters to investors because VAT affects pricing, profit margins, cash flow and consumer demand—think of it as a small toll at each step of a product’s journey that can change costs, sales and regulatory compliance risk.

equity financings financial

"upon Axo closing one or more equity financings that raise aggregate gross proceeds..."

Equity financings are when a company obtains money by selling new shares of its ownership to investors, like selling extra slices of a pie to bring in cash. For investors this matters because issuing more shares changes how much of the company each owner holds, can dilute existing holdings, and often affects the stock price and control of the business; the proceeds are typically used for growth, debt, or operations.

AI-generated analysis. Not financial advice.

MONTREAL, Jan. 27, 2026 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE: ODV, TSXV: ODV) (collectively with its subsidiaries, "Osisko Development" or the "Company") is pleased to announce that it has completed the previously announced sale of its 100% interest in the San Antonio Gold Project ("San Antonio" or the "Project") located in Sonora State, Mexico, to Axo Copper Corp. ("Axo") through the sale of all of the issued and outstanding equity interests of Sapuchi Minera S. de R.L. de C.V. ("Sapuchi Mexico") (the "Transaction").

At closing, Osisko Development received 15,325,841 common shares of Axo ("Axo Shares"), representing 9.99% of the issued and outstanding common shares of Axo on a non‑diluted basis.

Osisko Development is entitled to certain contingent deferred payments in connection with the sale, including:

• A cash payment equal to 70% of any Mexican value‑added tax refund due or owing to Sapuchi Mexico in respect of any period 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 National Instrument 43-101 – Standards of Disclosure for Mineral Projects, US$2,000,000, payable in cash or up to 9,398,496 Axo Shares, at Axo's option, provided that if the issue price of such Axo Shares is below the November 21, 2025 closing price of the Axo Shares (the "Floor Price"), the Company will receive 9,398,496 Axo Shares plus a cash payment equal to the shortfall between US$2,000,000 and the US dollar-equivalent value of the Axo Shares received; and
• A cash payment of US$2,000,000, upon the first gold pour being completed at the Project.
  

In addition, upon Axo closing one or more equity financings that raise aggregate gross proceeds of at least US$10,000,000 (a "Qualifying Financing"), if the issue price is greater than the Floor Price, Axo would be required to 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. If the issue price is less than the Floor Price in connection with such issuance, Osisko Development will receive a maximum of 5,521,699 Axo Shares plus a cash payment equal to the issue price multiplied by the number of additional Axo Shares Osisko Development would have received if the additional shares were issued at the issue price instead of the Floor Price.

Bennett Jones LLP acted as legal advisor to Osisko Development in connection with the Transaction.

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, 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 news release include, without limitation, estimated total cash or share consideration from the sale of San Antonio; the future price of the Axo Shares; and the schedule of deferred payments. 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", "expects" or "would" 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 Company will receive the deferred consideration payable in accordance with 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 (ODV) receive in the San Antonio sale on Jan 27, 2026?

Osisko Development received 15,325,841 Axo shares (9.99%) at closing. According to the company, consideration also includes contingent cash and share payments tied to VAT refunds, a feasibility study, and first gold pour milestones.

What contingent payments is Osisko Development (ODV) entitled to from Axo after the San Antonio sale?

Osisko Development is entitled to a 70% VAT refund share, US$2,000,000 on an NI 43-101 feasibility study, and US$2,000,000 on first gold pour. According to the company, some payments can be satisfied in Axo shares at Axo's option.

How can Osisko Development (ODV) receive the US$2,000,000 feasibility payment in shares?

Osisko Development may receive up to 9,398,496 Axo shares instead of US$2,000,000 if Axo exercises its option. According to the company, a share-price shortfall triggers additional cash to make up the US dollar value.

What happens to Osisko Development's (ODV) stake if Axo raises at least US$10,000,000?

If Axo completes a Qualifying Financing of ≥US$10,000,000, Osisko Development would be issued shares to retain a 9.99% non-diluted interest on the initial US$10,000,000 raised. According to the company, price shortfalls alter share versus cash allocation.

Who advised Osisko Development (ODV) on the San Antonio transaction?

Bennett Jones served as Osisko Development's legal advisor for the Transaction. According to the company, the firm acted in a legal advisory capacity in connection with the sale of Sapuchi Minera and closing arrangements.