Osisko Gold Completes US$600 Million Aggregate Principal Amount of 9.250% Senior Secured Notes Offering

The financing replaces the Appian facility and sets aside funds for the first five interest payments and Cariboo development.

Rhea-AI Summary

Osisko Gold Group (OGG) completed an offering of US$600 million in senior secured notes to support its Cariboo Gold Project. The notes bear 9.250% interest, mature October 1, 2031, and are non-callable for two years. Interest payments begin April 1, 2027, and recur semi-annually.

Net proceeds were approximately US$578.0 million. Approximately US$120.8 million repaid the Appian credit facility, terminating its commitments. Remaining proceeds funded segregated accounts for the first five interest payments and project development. The notes carry subsidiary guarantees and first-priority liens, subject to exceptions.

Osisko Gold expects available capital to fund Cariboo through commercial production in H2 2029. Its estimated capital plan shows a US$156 million surplus; sources include US$30 million in expected gross proceeds from a Trafigura equity investment.

7 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 9 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted notes offering raised approximately US$578.0 million net on US$600 million principal. 87% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Osisko Gold expects available capital to fully fund Cariboo through commercial production in H2 2029.
• Minor pointAppian facility repaid with approximately US$120.8 million; all commitments terminated.
• Minor point. Forward-looking: it has not happened yet and may not happen.Estimated capital plan projects a US$156 million surplus from August 1, 2026, through commercial production.
• Minor pointSegregated interest reserve funded for the first five interest payments.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Planned exploration expenditures total C$164 million, covering conversion, infill and deep exploration drilling.
• Minor pointOsisko Gold says refinancing lowers its overall cost of capital.

Negative

• Major pointNew US$600 million secured debt bears 9.250% interest and matures October 1, 2031. 87% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Estimated go-forward capital obligation is C$990 million through forecast commercial production.
• Minor pointNotes carry first-priority liens on company and guarantor property, subject to exceptions, plus subsidiary guarantees.
• Minor pointNotes are non-callable for the first two years.
• Minor pointInitial purchasers bought notes at 98.25% of principal.

4 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Capital plan includes US$30 million in expected gross proceeds from the Trafigura equity investment.
• Minor point. Forward-looking: it has not happened yet and may not happen.Estimated corporate general and administrative costs are C$60 million over the capital-plan period.
• Minor point. Forward-looking: it has not happened yet and may not happen.Estimated debt service, financing and other costs, net, total C$311 million over the capital-plan period.
• Minor pointRemaining flow-through expenditure obligations are approximately C$22 million, included in exploration expenditures.

Key Figures

Principal amount: US$600 million Interest rate: 9.250% Maturity: October 1, 2031 +5 more

Principal amount

US$600 million

Completed senior secured notes offering

Interest rate

9.250%

Senior secured notes

Maturity

October 1, 2031

Notes maturity date

Non-call period

First two years

Notes are non-callable during this period

Net proceeds

Approximately US$578.0 million

After discounts, commissions, and estimated offering expenses

Appian facility repayment

Approximately US$120.8 million

Used to repay amounts outstanding and terminate commitments

Estimated capital surplus

C$215 million; US$156 million

Estimated sources and uses through forecasted commercial production

Initial purchasers’ price

98.25% of principal

Purchase price for the Notes

Previous Offering Reports

1 past event · Latest: Jun 01

Same Type 1 event

1. Jun 01

   Convertible notes closing

   24h Move

   -2.9%

   Closed US$300 million convertible notes, with proceeds primarily supporting Cariboo and capped calls.

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

Key Terms

senior secured notes, non-callable, rule 144a, regulation s, +1 more

5 terms

senior secured notes financial

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

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.

non-callable financial

"are non-callable for the first two years"

Non-callable describes a bond or similar debt security that the issuer cannot repay or cancel before its scheduled maturity date, so the investor is guaranteed the agreed interest payments and return of principal on the original timeline. This matters to investors because it removes the risk that the issuer will redeem the issue early when interest rates fall—think of it like a rental agreement the landlord cannot terminate early—so income is more predictable but the holder also bears full interest-rate price swings.

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

"outside of the United States pursuant to Regulation S"

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.

first priority lien financial

"secured by a first priority lien on the Company’s and each guarantor’s property"

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.

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

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TORONTO, Sept. 30, 2026 (GLOBE NEWSWIRE) -- Osisko Gold Group Inc. (NYSE: OGG, TSXV: OGG) ("Osisko Gold" or the "Company") is pleased to announce that it has completed its previously announced offering of US$600 million aggregate principal amount of 9.250% senior secured notes due 2031 (the "Notes"). The Notes will mature on October 1, 2031, and are non-callable for the first two years, and will pay interest semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027.

The Notes offering was completed on a private placement basis 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 outside of the United States pursuant to Regulation S under the Securities Act (the "Offering").

Sean Roosen, Chairman and CEO, commented: "With construction of the Cariboo Gold Project underway following our positive final investment decision earlier this month, the completion of this offering further bolsters our already strong balance sheet position and, together with other available sources of capital, fully funds us through commercial production anticipated in 2029. Refinancing the existing Appian project finance facility on cost-effective terms lowers our overall cost of capital and provides greater financial flexibility as we progress construction. The exceptional support from leading institutional investors underscores the quality of the Cariboo Gold Project, our development strategy and management's ability to deliver. Our focus remains on disciplined project execution while concurrently advancing exploration programs aimed at unlocking the vast exploration potential of the Project and its broader regional land package.”

The Notes are fully and unconditionally guaranteed by certain of the Company’s subsidiaries, which, at closing, consisted of Barkerville Gold Mines Ltd., its subsidiary that holds the Cariboo Gold Project in British Columbia, Canada (the "Cariboo Gold Project" or "Project"), and are 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 described below, and personal and real property, subject to certain exceptions.

The net proceeds from the Offering were approximately US$578.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The net proceeds from the Offering were used to:

• repay all amounts outstanding, and terminate all commitments, under the Company’s senior secured credit facility with Appian Capital Advisory Limited (the "Appian Credit Facility") with approximately US$120.8 million of the net proceeds from the 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.
  
  

Table 1 below summarizes the estimated sources and uses of capital from August 1, 2026, through to forecasted commercial production in H2 2029, after giving effect to the net proceeds from the Offering.

TABLE 1: Estimated Sources and Uses of Capital (from August 1, 2026 to commercial production)¹

Sources of Capital	C$ mm		US$ mm			Uses of Capital	C$ mm		US$ mm
Cash and cash equivalents, June 30, 20262	$879		$637			Go-forward Capital Obligation	$990		$717
Marketable securities, June 30, 2026	$65		$47			Corporate G&A	$60		$43
Notes proceeds (segregated accounts)3	$631		$457			Exploration Expenditures4	$164		$119
Trafigura Term Loan Prepay Facility	$166		$120			Debt service, financing, other, net	$311		$225
Total Sources	$1,740		$1,261			Total Uses	$1,525		$1,105
						SURPLUS	$215		$156

1. Totals may not add up due to rounding. Assuming a USD:CAD exchange rate of C$1.38 per US$1.00.
2. As adjusted cash and cash equivalents give effect to US$30 million (C$41 million) in expected gross proceeds from the Trafigura equity investment announced September 14, 2026.
3. Net proceeds from the Offering of approximately US$578.0 million less repayment of approximately US$120.8 million of amounts outstanding under the Appian Credit Facility.
   
4. Exploration expenditures include remaining flow-through expenditure obligations of approximately C$22 million, with the balance related to planned exploration activities across conversion, infill, and CGP deeps exploration surface and underground drilling.

In connection with the Offering, the initial purchasers purchased the Notes at a purchase price of 98.25% of the principal amount of the Notes.

The offer and sale of the Notes have not been and will not be registered under the Securities Act, or any state securities laws, or qualified by way of a prospectus in any province or territory of Canada. 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. The Notes sold to persons located or resident in Canada are subject to a customary four-month hold period under Canadian securities laws.

This news release is neither an offer to sell nor a solicitation of an offer to buy any of the Notes being offered in the Offering, nor shall it constitute an offer, solicitation or sale of any Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

ABOUT OSISKO GOLD GROUP INC. Osisko Gold Group Inc. is a 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, currently under construction in central British Columbia, Canada. The Project is situated within the Company's broader Cariboo regional land package, 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. For further information, visit our website at www.osiskogold.ca or contact: 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 Company’s expected funding through commercial production anticipated in 2029; the Company’s expected financial flexibility as it progresses construction; the Company’s focus on disciplined project execution and its plans to advance exploration programs aimed at unlocking the exploration potential of the Project and its broader regional land package; the anticipated use of proceeds from the Offering; the Company’s estimated sources and uses of capital; 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.

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 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Osisko Gold raise in its senior secured notes offering?

Osisko Gold issued US$600 million aggregate principal amount of senior secured notes, generating approximately US$578.0 million in net proceeds after initial purchasers’ discounts and commissions and estimated offering expenses.

What are the interest rate and maturity of Osisko Gold's new notes?

The notes bear 9.250% interest and mature on October 1, 2031. Interest is payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2027. The notes are non-callable for the first two years.

What exchange-rate assumption supports Osisko Gold's Cariboo capital plan?

The estimated capital plan assumes C$1.38 per US$1.00. It covers August 1, 2026, through forecast commercial production in H2 2029; totals may not add up due to rounding.