Osisko Development Completes US$143.8 Million "Bought Deal" Public Offering of Common Shares Including Full Exercise of Over-Allotment Option

Rhea-AI Summary

Osisko Development (NYSE: ODV) completed a bought-deal public offering of 40,607,650 common shares at US$3.54 per share, raising aggregate gross proceeds of US$143,751,081 on Feb 3, 2026, including full exercise of the underwriters' over-allotment option.

Net proceeds will fund infill conversion drilling and at-depth exploration at the Cariboo Gold Project and for working capital; a related-party investor, Double Zero Capital LP, purchased 8,080,000 shares for US$28,603,200. The offering paid underwriter fees of 4.5% and is subject to TSXV final approval.

Positive

• Raised US$143.75M gross proceeds from the offering
• Full exercise of over-allotment indicates strong underwriting demand
• Proceeds earmarked to accelerate infill conversion drilling at Cariboo

Negative

• Issued 40,607,650 new shares causing shareholder dilution
• Underwriting commission of 4.5% reduces net proceeds
• Related-party Double Zero purchased 8,080,000 shares triggering MI 61-101 exemptions

News Market Reaction – ODV

+4.14% 2.3x vol

8 alerts

+4.14% Session close to close

+2.4% Peak Tracked

-11.9% Trough Tracked

$1.09B Market Cap

2.3x Rel. Volume

In the Feb 3 session, ODV gained 4.14%, reflecting a moderate positive market reaction. Argus tracked a peak move of +2.4% during that session. Argus tracked a trough of -11.9% from its starting point during tracking. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility. Trading volume was elevated at 2.3x the daily average, suggesting notable buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms completion of a US$143.8 million bought-deal equity financing at US$3.54,...

Analysis

This announcement confirms completion of a US$143.8 million bought-deal equity financing at US$3.54, including full over-allotment exercise, plus meaningful insider participation by Double Zero Capital LP. Proceeds are earmarked for infill conversion drilling and exploration at the Cariboo Gold Project and general working capital. Historically, Osisko Development has used similar offerings and an effective shelf structure to fund Cariboo, so investors may watch future equity use and project milestones closely.

Key Figures

Common shares issued: 40,607,650 shares Offering price: US$3.54 per share Gross proceeds: US$143,751,081 +4 more

7 metrics

Common shares issued 40,607,650 shares Bought-deal public offering completion

Offering price US$3.54 per share Bought-deal public offering

Gross proceeds US$143,751,081 Bought-deal public offering including full over-allotment

Underwriters' commission 4.5% Cash commission on aggregate gross proceeds of the offering

Insider shares purchased 8,080,000 shares Double Zero Capital LP participation under pre-emptive rights

Insider purchase value US$28,603,200 Double Zero Capital LP purchase at US$3.54 per share

MI 61-101 threshold 25% of market capitalization Fair market value cap for related party exemptions cited

Previous Offering Reports

3 past events · Latest: Jan 26 (Neutral)

Same Type Pattern 3 events

Date	Event	Sentiment	24h Move	Catalyst
Jan 26	Bought-deal announcement	Neutral	+0.0%	Announced US$125M bought-deal equity financing for Cariboo drilling and exploration.
Oct 15	Offering upsize	Neutral	+3.3%	Upsized prior bought-deal financing to a total C$75M including private placement.
Oct 08	Flow-through offering	Neutral	+5.6%	Announced C$30M flow-through share bought-deal to fund Canadian exploration expenses.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior equity offerings for ODV have typically seen modestly positive to flat next-day moves, averaging about 2.99%.

Recent Company History

Recent offering-related news for Osisko Development has focused on funding its Cariboo Gold Project through bought-deal financings and flow-through share offerings. On Oct 08, 2025 and Oct 15, 2025, the company announced and upsized Canadian-dollar bought deals, both followed by positive price reactions. On Jan 26, 2026, it launched the US$125M bought-deal that today’s article confirms as completed, continuing this equity-funded development strategy.

Key Terms

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

8 terms

bought deal financial

"The Offering was completed on a "bought deal" basis, pursuant to an underwriting"

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-allotment option financial

"including the exercise in full by the Underwriters of their over-allotment option."

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

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.

prospectus supplement regulatory

"by way of a prospectus supplement dated January 27, 2026 (the "Canadian Prospectus"

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.

Form F-10 regulatory

"contained in the Company's effective registration statement on Form F-10 (File No."

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.

pre-emptive rights financial

"pursuant to the exercise of its pre-emptive rights in respect of the Offering under"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

related party transaction regulatory

"The Double Zero Purchase is considered to be a "related party transaction" for"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"for the purposes of Multilateral Instrument 61-101 – Protection of Minority"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MONTREAL, Feb. 03, 2026 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE: ODV, TSXV: ODV) ("Osisko Development" or the "Company") is pleased to announce that it has completed its previously announced prospectus offering (the "Offering") of common shares of the Company (the "Common Shares"). The Offering was completed on a "bought deal" basis, pursuant to an underwriting agreement dated January 27, 2026, among the Company and a syndicate of underwriters comprising National Bank Capital Markets, RBC Capital Markets and Cantor, as co-lead underwriters and co-bookrunners, and BMO Capital Markets (collectively, the "Underwriters"). Pursuant to the Offering, the Company issued an aggregate of 40,607,650 Common Shares at a price of US$3.54 per Common Share for aggregate gross proceeds of US$143,751,081, including the exercise in full by the Underwriters of their over-allotment option.

"We see 2026 as a key inflection point for Osisko Development and our flagship, fully permitted Cariboo Gold Project. Proceeds from this offering unlock our ability to accelerate infill conversion drilling aimed at upgrading existing mineral resources to mineral reserves, potentially setting the stage for a more meaningful annual gold production profile, subject to evaluation of throughput expansion scenarios. Importantly, this work can advance in parallel with, and independent of, our ongoing pre-construction activities and onwards as we progress towards a final investment decision on the base case outlined in the 2025 feasibility study. This is a unique opportunity to potentially enhance project value by converting additional reserve ounces into the mine plan located near or within planned infrastructure, potentially delivering near-term benefits for shareholders," stated Sean Roosen, Chairman and CEO.

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).

In connection with the Offering, the Underwriters were paid a cash commission equal to 4.5% of the aggregate gross proceeds of the Offering.

The Offering was completed in Canada by way of a prospectus supplement dated January 27, 2026 (the "Canadian Prospectus Supplement") to the short form base shelf prospectus of the Company dated December 23, 2025 (the "Base Shelf Prospectus"), in each of the provinces and territories of Canada, and was completed 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 was filed by the Company with the U.S. Securities and Exchange Commission (the "SEC"). Copies of the Base Shelf Prospectus, the Canadian Prospectus Supplement and the documents incorporated by reference therein are accessible under the Company's profile on SEDAR+ at www.sedarplus.ca. Copies of the Registration Statement (including the Base Shelf Prospectus and the U.S. Prospectus Supplement) are accessible on the Company's profile on EDGAR on the SEC website at www.sec.gov.

Insider Participation

Double Zero Capital LP ("Double Zero"), which is an "insider" of the Company, purchased an aggregate of 8,080,000 Common Shares at a price of US$3.54 for gross proceeds of US$28,603,200 (the "Double Zero Purchase") pursuant to the exercise of its pre-emptive rights in respect of the Offering under the investor rights agreement dated August 15, 2025 between Double Zero and the Company. The Double Zero Purchase is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the Double Zero Purchase was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company's market capitalization.

The Offering is subject to the final approval of the TSX Venture 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 Common 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 ability to obtain the necessary regulatory authority approvals, including the final acceptance of the TSX Venture Exchange; the timing and ability to advance infill conversion drilling; the timing and ability to reach a final investment decision in respect of the Cariboo Gold Project; the timing and ability of expected work program and milestones (including advancing infill conversion drilling); the impact of additional work program and drilling (including on throughput, project value or impact on shareholders). 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 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

How much did Osisko Development (ODV) raise in the February 3, 2026 offering?

Osisko Development raised US$143,751,081 gross in the bought-deal offering. According to the company, the amount includes the full exercise of the underwriters' over-allotment option, at a price of US$3.54 per share.

What will Osisko Development (ODV) use the offering proceeds for?

The company will use proceeds to fund infill conversion drilling and at-depth exploration at Cariboo and for working capital. According to the company, this aims to upgrade resources toward reserves and inform throughput expansion evaluation.

How many new shares did Osisko Development (ODV) issue and at what price?

Osisko Development issued 40,607,650 common shares at US$3.54 per share. According to the company, this issuance includes the full exercise of the underwriters' over-allotment option.

Did any insider participate in the ODV offering on February 3, 2026?

Yes. Double Zero Capital LP, an insider, purchased 8,080,000 shares for US$28,603,200 by exercising pre-emptive rights. According to the company, this purchase is a related-party transaction under MI 61-101.

What were the fees and approvals related to the Osisko Development (ODV) offering?

Underwriters received a 4.5% cash commission on gross proceeds; TSXV final approval is required. According to the company, the U.S. prospectus supplement was filed with the SEC as part of the registration statement.