Osisko Gold Announces Pricing of Upsized US$600 Million 9.250% Senior Secured Notes Offering to Refinance Appian Project Financing Facility and Advance Cariboo Gold Project

Osisko Gold Group (OGG) has priced an upsized Offering of US$600 million 9.250% senior secured notes due 2031 at 100.0% of par to refinance existing debt and fund the Cariboo Gold Project.

Rhea-AI Summary

Osisko Gold Group (OGG) has priced an upsized Offering of US$600 million 9.250% senior secured notes due 2031 at 100.0% of par to refinance existing debt and fund the Cariboo Gold Project.

The Offering, increased from US$500 million, is expected to close on September 30, 2026, subject to customary conditions. The Notes will pay interest semi-annually on April 1 and October 1, starting April 1, 2027, and will be guaranteed by certain subsidiaries, including Barkerville Gold Mines, and secured by a first‑priority lien on specified company and guarantor assets. Approximately US$120.9 million of net proceeds will repay the Appian project facility, with additional funds allocated to an interest reserve and a disbursement account for Cariboo project construction.

Positive

• Upsized notes issue to US$600 million from US$500 million
• US$120.9 million of net proceeds earmarked to fully repay Appian Credit Facility
• First five interest payments on the Notes pre-funded in a segregated reserve account
• Remaining net proceeds allocated to a disbursement account to advance Cariboo Gold Project construction

Negative

• US$600 million of new senior secured debt incurred at a 9.250% coupon
• First‑priority lien granted over company and guarantor property to secure the Notes

Key Figures

Notes principal: US$600 million Interest rate: 9.250% Issue price: 100.0% +5 more

Notes principal

US$600 million

Aggregate principal amount of the offering

Interest rate

9.250%

Senior secured notes

Issue price

100.0%

Offering price

Prior offering size

US$500 million

Previously announced size before upsizing

Expected closing

September 30, 2026

Subject to customary closing conditions

Interest payment frequency

Semi-annually

Payments in arrears

Maturity

October 1, 2031

Senior secured notes

Interest reserve

First five interest payments

To be funded in a segregated reserve account

Key Terms

senior secured notes, first priority lien, rule 144a, regulation s, +1 more

5 terms

senior secured notes financial

"US$600 million aggregate principal amount of 9.250% senior secured notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

first priority lien financial

"will be secured by a first priority lien on the Company's"

A first priority lien is a legal claim that gives one lender or creditor the top spot to be paid from specific assets if a borrower defaults or goes bankrupt. Think of it like holding the first place ticket in a line for a limited payout — that creditor gets paid before any others from the proceeds of the pledged assets. For investors, knowing who holds a first priority lien helps gauge how much money could realistically be recovered and how risky a company's debt or secured investment is.

rule 144a regulatory

"in accordance with Rule 144A under the United States Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

private placement financial

"in Canada on a private placement basis pursuant to applicable Canadian prospectus exemptions"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

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TORONTO, Sept. 23, 2026 (GLOBE NEWSWIRE) -- Osisko Gold Group Inc. (NYSE: OGG, TSXV: OGG) ("Osisko Gold" or the "Company") announces the pricing of its offering (the "Offering") of US$600 million aggregate principal amount of 9.250% senior secured notes due 2031 (the "Notes") to refinance its existing senior secured project loan facility with funds advised by Appian Capital Advisory Limited (the "Appian Credit Facility") and advance the construction of the Cariboo Gold Project in British Columbia, Canada (the "Cariboo Gold Project"), at an issue price of 100.0%. The Offering is expected to close on September 30, 2026, subject to customary closing conditions. The Offering was upsized from the previously announced offering size of US$500 million aggregate principal amount of Notes.

The Notes will pay interest semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027, and will mature on October 1, 2031. The Notes will be fully and unconditionally guaranteed by certain of the Company's subsidiaries, which, at closing, is expected to consist of Barkerville Gold Mines Ltd., the Company's subsidiary relating to the Cariboo Gold Project, and will be secured by a first priority lien on the Company's and each guarantor's property, including equity interests owned by the Company and each guarantor in their respective subsidiaries, the interest reserve account and disbursement account, as described herein, and personal and real property, subject to certain exceptions.

Osisko Gold intends to use the aggregate net proceeds from the Offering, after deducting the initial purchasers' discounts and commissions and estimated offering expenses, to

• repay all amounts outstanding, and terminate all commitments, under the Appian Credit Facility with approximately US$120.9 million of the net proceeds from this offering;
• fund a segregated interest reserve account in an amount equal to the first five interest payments on the Notes; and
• fund, with the remaining net proceeds, a segregated disbursement account with funds to be used to advance the Cariboo Gold Project.
  
  

The Notes were offered and will be sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes were offered and will be sold in Canada on a private placement basis pursuant to applicable Canadian prospectus exemptions.

The offer and sale of the Notes have not been and will not be registered under the Securities Act or any state securities laws and the Notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT OSISKO GOLD GROUP INC. Osisko Gold Group Inc. 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 within the Company's broader Cariboo regional land package in central British Columbia, Canada, which hosts numerous prospective exploration targets and provides opportunities for future discoveries. Its Cariboo 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 Gold 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.
Sean Roosen	Philip Rabenok
Chairman and CEO	Vice President, Investor Relations
Email: sroosen@osiskogold.ca	Email: prabenok@osiskogold.ca
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, by their nature, require Osisko Gold to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Such forward-looking statements are not guarantees of performance and are identified with words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "potential", "propose", "project", "outlook", "foresee", "continue", "objective", "strategy", variants of these words or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including statements pertaining to: the terms of the Notes; the completion and timing of the proposed Offering; the Company's ability to satisfy the conditions to closing of the Offering; the anticipated use of proceeds from the Offering; the ability to develop the Cariboo Gold Project and its status as being fully permitted; the Company's objective of becoming an intermediate gold producer; and the exploration potential and potential for future discoveries (if any) of its properties; and the intention to terminate the Appian Credit Facility.

Osisko Gold considers its assumptions to be reasonable based on information currently available but cautions the reader that their assumptions regarding future events, many of which are beyond the control of Osisko Gold, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect Osisko Gold and its business. Such risks and uncertainties include, but are not limited to: the risk that the conditions to closing of the Offering are not satisfied and that the Offering is not completed; the absence of further work stoppages or suspensions at the Cariboo Gold Project; risks associated with the development and construction of the Cariboo Gold Project; risks relating to third-party approvals, including the issuance of permits by governments, favourable regulatory conditions and approvals, capital market conditions and the Company's ability to access capital on terms acceptable to the Company for the contemplated exploration and development at the Company's properties; the absence of unforeseen ground conditions or other geological challenges; the ability to continue current operations and exploration; regulatory framework and presence of laws and regulations that may impose restrictions on mining; errors in management's geological modelling; the timing and ability of the Company to obtain and maintain required approvals and permits; the results of exploration activities; the availability of necessary equipment, supplies and infrastructure; risks relating to exploration, development and mining activities; the global economic climate; fluctuations in metal and commodity prices; fluctuations in the currency markets; dilution; environmental risks; and community, non-governmental and governmental actions and the impact of stakeholder actions. Readers are urged to consult the disclosure provided under the heading "Risk Factors" in the Company's annual information form for the year ended December 31, 2025 as well as those risks and factors disclosed in the Company's most recent financial statements and management's discussion and analysis and other public filings filed under Osisko Gold's issuer profile on SEDAR+ (www.sedarplus.ca) and on the SEC's EDGAR website (www.sec.gov), for further information regarding the risks and other factors facing the Company, its business and operations. Although the Company believes the expectations conveyed by the forward-looking statements are reasonable based on information available as of the date hereof, no assurances can be given as to future results, levels of activity and achievements. The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. Forward-looking statements are not guarantees of performance and there can be no assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Readers are cautioned that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking statements contained herein are made as of the date of this news release and, except as required by applicable law, the Company undertakes no obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.

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

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How will Osisko Gold Group structure and secure the new 9.250% senior secured notes?

The Notes will be fully and unconditionally guaranteed by certain subsidiaries, which at closing are expected to include Barkerville Gold Mines, the subsidiary related to the Cariboo Gold Project. The Notes will be secured by a first priority lien on the property of Osisko Gold and each guarantor, including their equity interests in respective subsidiaries, an interest reserve account, a disbursement account, and specified personal and real property, subject to certain exceptions.

What are the key terms and payment dates of the Osisko Gold Group Notes?

The Notes have an aggregate principal amount of US$600 million, a 9.250% coupon, and an issue price of 100.0%. They will mature on October 1, 2031, and pay interest semi‑annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027.

How will the net proceeds from the Offering be used beyond repaying the Appian Credit Facility?

After repaying all amounts outstanding and terminating all commitments under the Appian Credit Facility with approximately US$120.9 million of net proceeds, Osisko Gold will fund a segregated interest reserve account equal to the first five interest payments on the Notes and use the remaining net proceeds to fund a segregated disbursement account dedicated to advancing the Cariboo Gold Project.

Who is eligible to purchase the Osisko Gold Group Notes and how are they being offered?

The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the U.S. Securities Act of 1933 and to non‑U.S. persons outside the United States under Regulation S. In Canada, the Notes are offered on a private placement basis under applicable prospectus exemptions. The Notes are not registered under the Securities Act or state securities laws and may not be offered or sold in the United States or to U.S. persons without registration or an applicable exemption.