Osisko Development (NYSE: ODV) boosts cash but flags funding gap

Rhea-AI Filing Summary

Osisko Development Corp. reported Q1 2026 net income of $60.2 million, reversing a prior-year loss, mainly from a $32.9 million gain on warrant liability revaluation and a $28.0 million gain from discontinued operations.

Core operations remain small, with revenues of $2.2 million and an operating loss of $9.7 million. Cash and cash equivalents rose to $594.3 million, driven by a February bought-deal equity financing of $196.3 million and warrant and option exercises.

Despite working capital of $355.1 million and adjusted working capital of $543.6 million, management states that current liquidity and available credit facilities will not cover obligations and planned spending through March 2027, and highlights material uncertainties that may cast substantial doubt on the company’s ability to continue as a going concern.

Positive

• Stronger balance sheet from equity financing: February 2026 bought-deal issuance of 40.6 million shares at US$3.54 raised gross proceeds of $196.3 million, helping lift cash and cash equivalents to $594.3 million and equity to $981.4 million as of March 31, 2026.
• Cariboo Gold Project feasibility economics: The 2025 feasibility study outlines after-tax NPV5% of $943 million, an internal rate of return of 22.1%, average annual gold production of 190,000 ounces and life-of-mine all-in sustaining costs of $1,157/oz at a US$2,400/oz gold price.

Negative

• Material going concern uncertainty: Management states that working capital of $355.1 million, adjusted working capital of $543.6 million and available credit facilities will not be sufficient to fund obligations, commitments and forecast expenditures through March 2027, casting substantial doubt on the company’s ability to continue as a going concern.
• Large future funding requirements: Environmental rehabilitation provisions are based on undiscounted cash flows of $283.7 million extending to 2129, and capital commitments total $182.8 million, indicating significant long-term cash needs beyond current liquidity.
• Earnings quality heavily driven by non-cash items: Q1 2026 net income of $60.2 million relies on a $32.9 million gain from revaluation of warrant liabilities and a $37.3 million gain on disposal within discontinued operations, while the underlying business still reports an operating loss.

Insights

Mining equity analyst

Profit is driven by non-cash items while going concern risk remains.

Osisko Development shows Q1 2026 net income of $60.2 million, but this is largely from a $32.9 million fair-value gain on its warrant liability and a $28.0 million gain from discontinued operations, not from underlying mine cash flow.

Operating results are modest, with only $2.2 million in revenue and an operating loss of $9.7 million. The company strengthened liquidity via a February bought-deal share issue raising $196.3 million, lifting cash to $594.3 million and equity to $981.4 million.

However, management explicitly notes that working capital plus existing credit facilities will not fund obligations and planned expenditures through March 2027, and that this creates material uncertainties about going concern. Large capital commitments of $182.8 million and environmental rehabilitation obligations with undiscounted cash flows of $283.7 million underline the scale of future funding needs.

Key Figures

Revenue: $2.2M Net income: $60.2M Operating loss: $9.7M +5 more

8 metrics

Revenue $2.2M Three months ended March 31, 2026

Net income $60.2M Three months ended March 31, 2026 including discontinued operations

Operating loss $9.7M Q1 2026 loss from continuing operations

Cash and cash equivalents $594.3M As at March 31, 2026

Working capital $355.1M As at March 31, 2026

Adjusted working capital $543.6M Excludes current warrant liability, March 31, 2026

Warrant liability $188.5M Current warrant liability as at March 31, 2026

Cariboo FS NPV5% $943M After-tax NPV at US$2,400/oz gold

Key Terms

going concern, warrant liability, all-in sustaining cost, environmental rehabilitation provision, +2 more

6 terms

going concern financial

"management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

warrant liability financial

"Change in fair value of warrant liability ... 2026 $32,883 ... warrant liability ... Balance – End of period 2026 188,498"

Warrant liability is the financial obligation a company records when it grants warrants—special options giving the holder the right to buy company shares at a set price in the future. It matters to investors because changes in this liability can affect a company's reported earnings and overall financial health, similar to how a pending contract can influence a company's future value.

all-in sustaining cost financial

"This MD&A contains certain non-IFRS measures, including "all-in sustaining cost" (or "AISC"), "cash cost", "free cash flow" and "adjusted working capital""

All-in sustaining cost (AISC) is a per-unit measure that shows the full, ongoing cost to produce a commodity, typically an ounce of metal, including direct mining costs, sustaining capital (ongoing equipment and mine upkeep), royalties, and general overhead. For investors it matters because AISC reveals the durable earning power and true profit margin of a producer—like calculating the total monthly cost to own and operate a car to judge whether selling rides is profitable over time.

environmental rehabilitation provision financial

"The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company’s mining interests"

Feasibility Study financial

"the Company filed a technical report titled "NI 43-101 Technical Report, Feasibility Study for the Cariboo Gold 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.

non-IFRS financial measures financial

"This MD&A contains certain non-IFRS measures, including "all-in sustaining cost" (or "AISC"), "cash cost", "free cash flow" and "adjusted working capital""

Non-IFRS financial measures are company-reported numbers that modify or exclude items from standard accounting results so management can highlight what it sees as underlying business performance—common examples are adjusted EBITDA or adjusted earnings per share. They matter to investors because they can make trends clearer by removing unusual or noncash items, like cleaning lens smudges off a camera, but they require scrutiny since companies decide what to exclude and comparisons across firms may not be uniform.

Form 6-K: How Foreign Companies Report to the SEC →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41369

Osisko Development Corp.

(Translation of registrant’s name into English)

1100 Avenue des Canadiens-de-Montréal, Suite 300

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

​

​

EXHIBIT INDEX

​

​	​	​
Exhibit	​	​
​	​	​
99.1	​ ​ ​	Unaudited Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2026 and 2025
​	​	​
99.2	​	Management’s Discussion and Analysis for the three months ended March 31, 2026
​	​	​
99.3	​	Form 52-109F2 Certification of Interim Filings Full Certificate - CEO
​	​	​
99.4	​	Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

​

​

​

​

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​	​
​	Osisko Development Corp.
​	(Registrant)
​	​
​	​
Date: May 11, 2026	/s/ Alexander Dann
​	Alexander Dann
​	Chief Financial Officer and VP Finance

​

​

Exhibit 99.1

​

​

​

​

OSISKO DEVELOPMENT CORP.

​

​

​

. . . . . . . . . . . . . . . . . .

Unaudited Condensed Interim

Consolidated Financial Statements

For the three months ended

March 31, 2026 and 2025

​

​

Osisko Development Corp.

Consolidated Statements of Financial Position

As at March 31, 2026 and December 31 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars)

​

​

​	​	​	​	​	​	​
​	​	​	​ ​ ​	March 31,	​	December 31,
​	​ ​ ​	​	​ ​ ​	2026	​	2025
​	​	​	​	​	​	​
​	​ ​ ​	Notes	​ ​ ​	$	​	$
Assets		​	​	​	​	​
​	​	​	​	​	​	​
Current assets		​	​	​	​	​
​	​	​	​	​	​	​
Cash and cash equivalents		3	​	594,286	​	422,283
Amounts receivable		​	​	5,338	​	9,357
Inventories		​	​	12,178	​	7,845
Other current assets		​	​	1,850	​	2,803
​	​	​	​	613,652	​	442,288
Assets classified as held for sale	​	13	​	—	​	37,523
​	​	​	​	613,652	​	479,811
Non-current assets		​	​	​	​	​
​	​	​	​	​	​	​
Investments in associates		​	​	13,360	​	15,092
Other investments		10	​	30,985	​	15,496
Mining interests and property, plant and equipment		4	​	714,657	​	644,326
Exploration and evaluation		5	​	98,607	​	89,635
Other assets	​	​	​	26,456	​	17,914
​	​	​	​	1,497,717	​	1,262,274
Liabilities		​	​	​	​	​
​	​	​	​	​	​	​
Current liabilities		​	​	​	​	​
​	​	​	​	​	​	​
Accounts payable and accrued liabilities		​	​	51,689	​	30,594
Current portion of long-term debt and lease liabilities		6	​	7,278	​	6,771
Deferred consideration and contingent payments		​	​	3,485	​	3,427
Contract liability		​	​	611	​	643
Environmental rehabilitation provision		7	​	6,974	​	6,970
Warrant liability	​	8	​	188,498	​	225,000
​	​	​	​	258,535	​	273,405
Liabilities associated with assets held for sale	​	13	​	—	​	58,446
​	​	​	​	258,535	​	331,851
Non-current liabilities		​	​	​	​	​
​	​	​	​	​	​	​
Long-term debt and lease liabilities		6	​	148,686	​	137,786
Deferred consideration and contingent payments		​	​	5,548	​	5,364
Contract liability		​	​	4,165	​	4,041
Flow-through premium liability	​	​	​	7,623	​	8,334
Environmental rehabilitation provision		7	​	91,755	​	92,209
​	​	​	​	516,312	​	579,585
Equity		​	​	​	​	​
​	​	​	​	​	​	​
Share capital		8	​	1,655,863	​	1,416,739
Warrants		8	​	6,056	​	20,884
Contributed surplus	​	​	​	27,864	​	20,976
Accumulated other comprehensive loss	​	​	​	(1,179)	​	(9,135)
Deficit	​	​	​	(707,199)	​	(766,775)
​	​	​	​	981,405	​	682,689
​	​	​	​	1,497,717	​	1,262,274

​

Going concern (Note 1)

Subsequent event (Note 14)

​

​

​	​
APPROVED ON BEHALF OF THE BOARD	​
(signed) Sean Roosen, Director	(signed) Charles Page, Director

​

​

​

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

2

Osisko Development Corp.

Consolidated Statements of Loss

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

​

​	​	​	​	​	​	​
​	​	​	​	Three months ended
​	​	​	​	March 31,
​	​ ​ ​	​	​ ​ ​	2026	​ ​ ​	2025
​	​	​	​	​	​	​
​	​ ​ ​	Notes	​ ​ ​	$	​ ​ ​	$
Revenues		​	​	2,214	​	—
Operating expenses		​	​	​	​	​
Cost of sales		​	​	(671)	​	—
Other operating costs		​	​	(676)	​	(8,763)
General and administrative		​	​	(10,035)	​	(6,283)
Impairment of assets		​	​	(493)	​	(25,793)
Operating loss		​	​	(9,661)	​	(40,839)
Finance costs		​	​	(1,768)	​	(1,814)
Share of income (loss) of associates		​	​	(335)	​	(128)
Change in fair value of warrant liability		8	​	32,883	​	6,699
Other income (expense), net		​	​	10,807	​	2,615
Income (loss) from continuing activities before income taxes		​	​	31,926	​	(33,467)
Income tax recovery (expense)		​	​	291	​	3
Net income (loss) from continuing activities		​	​	32,217	​	(33,464)
Net income (loss) from discontinued activities	​	13	​	28,001	​	(3,866)
Net income (loss)	​	​	​	60,218	​	(37,330)
​	​	​	​	​	​	​
Basic net income (loss) per share from continuing activities		​	​	0.11	​	(0.24)
Diluted net income (loss) per share from continuing activities	​	​	​	0.10	​	(0.24)
​	​	​	​	​	​	​
Basic net income (loss) per share	​	​	​	0.21	​	(0.27)
Diluted net income (loss) per share	​	​	​	0.19	​	(0.27)
​	​	​	​	​	​	​
Basic and diluted weighted average number of shares outstanding	​	​	​	285,208,988	​	136,605,758
Diluted weighted average number of shares outstanding		​	​	311,051,614	​	136,605,758

​

​

​

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

3

Osisko Development Corp.

Consolidated Statements of Comprehensive Loss

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars)

​

​

​	​	​	​	​
​	​	Three months ended
​	​	March 31,
​	​ ​ ​	2026	​ ​ ​	2025
​	​ ​ ​	$	​	$
Net income (loss)	​	60,218	​	(37,330)
​	​	​	​	​
Other comprehensive income (loss)	​	​	​	​
​	​	​	​	​
Items that will not be reclassified to the consolidated statements of loss	​	​	​	​
​	​	​	​	​
Changes in fair value of financial assets at fair value through comprehensive income (loss)	​	1,512	​	295
Income tax effect	​	(291)	​	(3)
Share of other comprehensive income (loss) of associates	​	—	​	—
​	​	​	​	​
Items that may be reclassified to the consolidated statements of loss	​	​	​	​
​	​	​	​	​
Currency translation adjustments	​	6,093	​	(1,681)
Other comprehensive income (loss)	​	7,314	​	(1,389)
Comprehensive income (loss)	​	67,532	​	(38,719)

​

​

​

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

4

Osisko Development Corp.

Consolidated Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars)

​

​

​	​	​	​	​	​	​
​	​	​ ​ ​	​	Three months ended
​	​	​	​	March 31,
​	​ ​ ​	​	​ ​ ​	2026	​ ​ ​	2025
​	​	Notes	​	$	​	$
Operating activities		​	​	​	​	​
Net income (loss)		​	​	32,217	​	(33,464)
Adjustments for:		​	​	​	​	​
Share-based compensation		9	​	1,102	​	359
Depreciation		​	​	452	​	1,306
Finance costs		​	​	1,768	​	880
Share of loss of associates		​	​	335	​	128
Change in fair value of financial assets and liabilities at fair value through profit and loss		​	​	470	​	160
Change in fair value of warrant liability		8	​	(32,883)	​	(6,699)
Unrealized foreign exchange gain	​	​	​	(6,324)	​	(1,350)
Deferred income tax recovery		​	​	(291)	​	(3)
Impairment of assets	​	​	​	493	​	25,793
Cumulative catch-up adjustment on contract liability		​	​	16	​	3
Premium on flow-through share	​	​	​	(710)	​	—
Proceeds from contract liability		​	​	(60)	​	—
Environmental rehabilitation obligations	​	7	​	(574)	​	—
Other	​	​	​	(93)	​	(818)
Environmental rehabilitation obligations paid	​	​	​	(490)	​	—
Net cash flows used in operating activities before changes in non-cash working capital items		​	​	(4,572)	​	(13,705)
Changes in non-cash working capital items		​	​	​	​	​
Decrease in amounts receivable	​	​	​	4,080	​	1,092
Decrease (Increase) in inventory	​	​	​	(2,283)	​	36
Decrease (Increase) in other current assets	​	​	​	889	​	(31)
Increase in accounts payable and accrued liabilities	​	​	​	3,586	​	1,700
Net cash flows provided by (used in) continuing operating activities	​	​	​	1,700	​	(10,908)
Net cash flows provided by (used in) discontinued operating activities	​	​	​	190	​	(1,596)
Net cash flows provided by (used in) operating activities		​	​	1,890	​	(12,504)
Investing activities		​	​	​	​	​
Additions to mining interests and property, plant and equipment		​	​	(59,354)	​	(12,814)
Additions to exploration and evaluation assets	​	​	​	(4,309)	​	(2,508)
Proceeds on disposals of property, plant and equipment and assets classified as held for sale	​	​	​	—	​	531
Proceeds on disposals of investments		​	​	1,041	​	359
Reclamation deposit	​	​	​	(700)	​	—
Net cash flows used in continuing investing activities	​	​	​	(63,322)	​	(14,432)
Net cash flows used in discontinued investing activities	​	​	​	—	​	(11)
Net cash flows used in investing activities		​	​	(63,322)	​	(14,443)
Financing activities		​	​	​	​	​
Proceeds from equity financings	​	8	​	196,249	​	—
Other issuance of common shares		​	​	50	​	24
Share and warrant issue expense and financing fees	​	​	​	(10,958)	​	(220)
Proceeds from exercise of warrants and options	​	​	​	36,539	​	—
Long-term debt and financing of equipment draw down		6	​	5,183	​	—
Repayment of long-term debt and leases	​	6	​	(1,259)	​	(1,716)
Withholding taxes on settlement of restricted units		​	​	—	​	(33)
Net cash flows provided by continuing financing activities	​	​	​	225,804	​	(1,945)
Net cash flows used in discontinued financing activities	​	​	​	—	​	—
Net cash flows provided by financing activities		​	​	225,804	​	(1,945)
Increase (decrease) in cash and cash equivalents before impact of exchange rate		​	​	164,372	​	(28,892)
Effects of exchange rate changes on cash and cash equivalents		​	​	8,350	​	(164)
Increase (decrease) in cash and cash equivalents		​	​	172,722	​	(29,056)
Cash balance related to asset held for sale	​	​	​	(719)	​	—
Cash and cash equivalents – Beginning of period		​	​	422,283	​	106,653
Cash and cash equivalents – End of period		​	​	594,286	​	77,597

​

​

​

​

​

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

5

Osisko Development Corp.

Consolidated Statements of Changes in Equity

For the three months ended March 31, 2026

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars except number of shares)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

common

​

​

​

​

​

​

​

other

​

​

​

​

​

​

​

​

shares

​

Share

​

​

​

Contributed

​

comprehensive

​

​

​

​

​

​ ​ ​

Notes

​ ​ ​

outstanding

​ ​ ​

capital

​ ​ ​

Warrants

​

surplus

​

loss

​

Deficit

​

Total

​

​

​

​

​

​

$

​

$

​

$

​

$

​

$

​

$

Balance – January 1, 2026

​

​ ​ ​

255,069,516

​

1,416,739

​

20,884

​

20,976

​

(9,135)

​

(766,775)

​

682,689

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

​

—

​

—

​

—

​

—

​

—

​

60,218

​

60,218

Other comprehensive income, net

​

​

—

​

—

​

—

​

—

​

7,314

​

—

​

7,314

Comprehensive loss

​

​

—

​

—

​

—

​

—

​

7,314

​

60,218

​

67,532

Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes

​

​

—

​

—

​

—

​

—

​

642

​

(642)

​

—

Private placement - February 2026

​

8

​

40,607,650

​

196,249

​

—

​

—

​

—

​

—

​

196,249

Share issue expense

​

​

​

—

​

(10,239)

​

—

​

—

​

—

​

—

​

(10,239)

Share-based compensation:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

- Share options

​

​

—

​

—

​

—

​

638

​

—

​

—

​

638

- Restricted and deferred share units

​

​

—

​

—

​

—

​

522

​

—

​

—

​

522

Shares issued - employee share purchase plan

​

​

15,370

​

74

​

—

​

—

​

—

​

—

​

74

Shares issued from RSU/DSU settlement

​

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Exercise of warrants

​

8

​

8,888,919

​

52,920

​

(9,024)

​

—

​

—

​

—

​

43,896

Warrants expired

​

​

​

—

​

—

​

(5,804)

​

5,804

​

​

​

​

​

​

Exercise of share options

​

​

​

15,300

​

120

​

—

​

(76)

​

—

​

—

​

44

Balance – March 31, 2026

​

​

304,596,755

​

1,655,863

​

6,056

​

27,864

​

(1,179)

​

(707,199)

​

981,405

​

As at March 31, 2026, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to a loss of $(13.7) million. Items that may be recycled to the consolidated statements of loss amount to $12.4 million.

​

​

​

​

​

​

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

6

Osisko Development Corp.

Consolidated Statements of Changes in Equity

For the three months ended March 31, 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

​

​ ​ ​

Number of

​ ​ ​

​ ​ ​

​ ​ ​

​ ​ ​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

common

​

​

​

​

​

​

​

other

​

​

​

​

​

​

​

​

shares

​

Share

​

​

​

Contributed

​

comprehensive

​

​

​

​

​

​

​

​

outstanding

​

capital

​

Warrants

​

surplus

​

loss

​

Deficit

​

Total

​

​

​

​

​

​

$

​

$

​

$

​

$

​

$

​

$

Balance – January 1, 2025

​

​ ​ ​

136,580,233

​ ​ ​

1,137,362

​

11,859

​ ​ ​

20,228

​

(503)

​

(598,317)

​

570,629

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

​

—

​

—

​

—

​

—

​

—

​

(37,330)

​

(37,330)

Other comprehensive income, net

​

​

—

​

—

​

—

​

—

​

(1,389)

​

—

​

(1,389)

Comprehensive income (loss)

​

​

—

​

—

​

—

​

—

​

(1,389)

​

(37,330)

​

(38,719)

Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes

​

​

​

—

​

—

​

—

​

—

​

162

​

(162)

​

—

- Share options

​

​

—

​

—

​

—

​

406

​

—

​

—

​

406

- Restricted and deferred share units

​

​

—

​

—

​

—

​

(7)

​

—

​

—

​

(7)

Shares issued - employee share purchase plan

​

​

27,952

​

69

​

—

​

—

​

—

​

—

​

69

Shares issued from RSU/DSU settlement

​

​

​

13,303

​

168

​

—

​

(367)

​

—

​

162

​

(37)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance – March 31, 2025

​

​

136,621,488

​

1,137,599

​

11,859

​

20,260

​

(1,730)

​

(635,647)

​

532,341

​

​

As at March 31, 2025, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to a loss of $(20.8) million. Items that may be recycled to the consolidated statements of loss amount to $19.1 million.

​

​

​

​

​

​

​

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

7

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

1. Nature of operations and going concern

Osisko Development Corp. (“Osisko Development” or the “Company”) is a mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in continental North America.  Osisko Development is focused on exploring and developing its mining assets, including the Cariboo Gold Project in British Columbia and the Trixie Test Mine in the USA.

The Company’s registered and business address is 1100, avenue des Canadiens-de-Montréal, suite 300, Montreal, Québec and is constituted under the Canada Business Corporations Act. The common shares of Osisko Development trade under the symbol ODV on the TSX Venture Exchange (“TSX-V”) and on the New York Stock Exchange (“NYSE”).

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. As at March 31, 2026, the Company has a working capital of $355.1 million, which includes a cash and cash equivalent balance of $594.3 million. The Company also has an accumulated deficit of $707.2 million and incurred a net income of $60.2 million for the three months ended March 31, 2026.

The working capital position as at March 31, 2026 combined with the available credit facilities (see Note 6) will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to March 2027. The working capital balance excludes the remaining tranches of the 2025 Financing Facility (as defined below) with Appian, totalling  US$350 million which are subject to conditions precedent that had not been satisfied as at March 31, 2026 (see Note 6). Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern as described in the preceding paragraph, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

​

The Company’s ability to continue future operations and fund its planned activities is dependent on management’s ability to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling assets and investments from its portfolio, project debt finance, offtake or royalty financing and other capital market alternatives. Failure to access available credit facilities, and secure future financings may impact and/or curtail the planned activities for the Company, which may include, but are not limited to, the suspension of certain development activities and the disposal of certain assets and investments to generate liquidity. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If Management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than the amounts reflected in these unaudited condensed interim consolidated financial statements.

​

​

2. Basis of presentation and Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025. The accounting policies, methods of computation and presentation applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year.

8

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

The Board of Directors approved these unaudited condensed interim consolidated financial statements for issue on May 11, 2026.

New Amendments adopted during the period

IFRS 9 Financial Instruments and IFRS 7 Financial Instruments

On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:

● clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

● clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion;

● add new disclosures for certain instruments with contractual terms that can change cash flows; and

● update disclosures for equity instruments designated at fair value through other comprehensive income.

The amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, are effective for annual periods beginning on or after January 1, 2026 and are applied prospectively with no restatement of comparatives per the initial transition requirements of these amendments. The amendments clarify that a financial liability is derecognized on the settlement date, being the date on which the obligation is extinguished. The Company has not elected the optional exception to derecognize financial liabilities settled through an electronic payment system prior to the settlement date. The Company's existing accounting policy is to derecognize financial liabilities when settlement is confirmed at the bank, which is consistent with the settlement-date derecognition requirements clarified by these amendments. The adoption of these amendments had no material impact on the Company's condensed interim consolidated financial statements for the three months ended March 31, 2026.

3. Cash and cash equivalents

As at March 31, 2026 and December 31 2025, the consolidated cash and cash equivalents position was as follows:

​	​	​	​	​
​	​ ​ ​	2026	​ ​ ​	2025
​		$		$
Cash and cash equivalents held in Canadian dollars	​	168,457	​	112,912
​	​	​	​	​
Cash and cash equivalents held in U.S. dollars	​	300,569	​	220,426
Cash and cash equivalents held in U.S. dollars (Canadian dollars equivalent)	​	418,964	​	302,115
​	​	​	​	​
Cash held and cash equivalents in Mexican Pesos	​	88,556	​	95,200
Cash held and cash equivalents in Mexican Pesos (Canadian dollars equivalent)	​	6,865	​	7,256
​	​	594,286	​	422,283

​

As at March 31, 2026, cash and cash equivalents include guaranteed investment certificates (“GIC”) totaling $412.3 million, bearing an interest rate ranging from 2.53% to 3.92% and maturing between May 11, 2026 and May 26, 2026. These GICs are held with Canadian chartered banks which reduces its credit risk. These GICs are redeemable on demand or have original maturities of three months of less.

9

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

4. Mining interests and property, plant and equipment

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	​	​	​	​ ​ ​	​	​ ​ ​	​ ​ ​
​	​	Plant and	​	Mining	​	Right-of-use	​	Construction-	​	​
​	​	Equipment	​	Interests	​	assets	​	in-progress	​	2026
​		$		$	​	​		$		$
Cost– Beginning of period	​	95,829	​	506,055	​	9,892	​	72,802	​	684,578
Additions	​	4,144	​	17,869	​	24	​	46,838	​	68,875
Assets classified as held for sale and other disposals	​	(229)	​	—	​	—	​	—	​	(229)
Asset retirement obligations	​	—	​	(391)	​	—	​	—	​	(391)
Depreciation capitalized	​	—	​	1,506	​	—	​	—	​	1,506
Share-based compensation capitalized	​	—	​	14	​	—	​	—	​	14
Impairment	​	(493)	​	—	​	—	​	—	​	(493)
Other	​	—	​	—	​	—	​	—	​	—
Borrowing costs	​	—	​	4,495	​	—	​	—	​	4,495
Transfers	​	25,403	​	—	​	—	​	(25,403)	​	—
Currency translation adjustments	​	492	​	684	​	20	​	38	​	1,234
Cost – End of period	​	125,146	​	530,232	​	9,936	​	94,275	​	759,589
​	​	​	​	​	​	​	​	​	​	​
Accumulated depreciation – Beginning of period	​	36,064	​	667	​	3,521	​	—	​	40,252
Depreciation	​	3,038	​	1,286	​	223	​	—	​	4,547
Assets classified as held for sale and other disposals	​	(191)	​	—	​	—	​	—	​	(191)
Currency translation adjustments	​	271	​	40	​	13	​	—	​	324
Accumulated depreciation – End of period	​	39,182	​	1,993	​	3,757	​	—	​	44,932
​	​	​	​	​	​	​	​	​	​	​
Cost	​	125,146	​	530,232	​	9,936	​	94,275	​	759,589
Accumulated depreciation	​	(39,182)	​	(1,993)	​	(3,757)	​	—	​	(44,932)
Net book value	​	85,964	​	528,239	​	6,179	​	94,275	​	714,657

​

10

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Plant and	​	Mining	​	Right-of-use	​	Construction-	​	​
​	​	Equipment	​	Interests	​	assets	​	in-progress	​	2025
​		$		$	​	​		$		$
Cost– Beginning of period	​	107,818	​	510,986	​	6,045	​	15,525	​	640,374
Additions	​	10,548	​	32,582	​	3,947	​	59,707	​	106,784
Assets classified as held for sale and other disposals	​	(21,992)	​	(30,483)	​	(31)	​	—	​	(52,506)
Asset retirement obligations	​	—	​	4,545	​	—	​	—	​	4,545
Depreciation capitalized	​	—	​	2,834	​	—	​	—	​	2,834
Share-based compensation capitalized	​	—	​	134	​	—	​	—	​	134
Impairment	​	(1,091)	​	(25,344)	​	(9)	​	(2,231)	​	(28,675)
Borrowing costs	​	—	​	10,140	​	—	​	—	​	10,140
Transfers	​	94	​	—	​	—	​	(94)	​	—
Currency translation adjustments	​	452	​	661	​	(60)	​	(105)	​	948
Cost – End of period	​	95,829	​	506,055	​	9,892	​	72,802	​	684,578
​	​	​	​	​	​	​	​	​	​	​
Accumulated depreciation – Beginning of period	​	39,458	​	4,316	​	2,807	​	—	​	46,581
Depreciation	​	11,105	​	1,264	​	782	​	—	​	13,151
Assets classified as held for sale and other disposals (i)	​	(14,180)	​	(5,357)	​	(31)	​	—	​	(19,568)
Impairment	​	(745)	​	—	​	(9)	​	—	​	(754)
Currency translation adjustments	​	426	​	444	​	(28)	​	—	​	842
Accumulated depreciation – End of period	​	36,064	​	667	​	3,521	​	—	​	40,252
​	​	​	​	​	​	​	​	​	​	​
Cost	​	95,829	​	506,055	​	9,892	​	72,802	​	684,578
Accumulated depreciation	​	(36,064)	​	(667)	​	(3,521)	​	—	​	(40,252)
Net book value	​	59,765	​	505,388	​	6,371	​	72,802	​	644,326

(i) On November 24, 2025, the Company entered into an agreement to sell the San Antonio Gold Project. Accordingly, all assets related to the San Antonio Gold Project were reclassified to assets classified as held for sale as at December 31, 2025. The sale closed on January 27, 2026. Additional information is provided in Note 13 – Assets Classified as Held for Sale and discontinued operations.

​

​

NSR Royalty and Streams

​

OR holds a 5% NSR royalty on the Cariboo Gold Project and a 2% to 2.5% stream on all refined metals on the Tintic properties. The Cariboo Gold 5% NSR royalty is perpetual and is secured by a debenture on all of Barkerville Gold Mines Ltd. (“Barkerville”) movable and immovable assets, including Barkerville’s interest in the property and mineral rights, in an amount not less than $150 million. The security is first-ranking, subject to permitted encumbrances.

In connection with the acquisition of Tintic in May 2022, the Company issued aggregate 2% NSR royalties, with a 50% buyback right in favour of Osisko Development exercisable within five years.

Impairment assessment

​

On April 28, 2025, the Company disclosed the results of its optimized feasibility study on the Cariboo Gold Project (“2025 FS”). The 2025 FS considers a single milling facility at the mine site for processing, removing the need to transport flotation concentrate to the QR Mill. This change was considered an indicator of impairment for the QR Mill

11

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.3 million on the mining interests related to the QR Mill during the first quarter of 2025.

5. Exploration and evaluation

​	​	​	​	​
​	​ ​ ​	2026	​ ​ ​	2025
​	​ ​ ​	($)	​ ​ ​	($)
​	​	​	​	​
Net book value - Beginning of period		89,635		86,258
Additions		7,542		6,603
Depreciation capitalized		6		823
Currency translation adjustments		1,424		(4,049)
Net book value – End of period		98,607		89,635
​	​	​	​	​
Cost		198,814		189,842
Accumulated impairment		(100,207)		(100,207)
Net book value – End of period		98,607		89,635

​

​

​

6. Long-term debt and lease liabilities

​

​	​	​	​	​
​	​ ​ ​	2026	​	2025
​	​ ​ ​	($)	​	($)
Balance – Beginning of period		144,557	​	46,639
Additions net of financing fees – 2025 Financing Facility		—	​	120,241
Additions – Mining equipment financings	​	5,183	​	8,335
Repayment of Credit Facility and mining equipment financings		(1,259)	​	(38,709)
Interest capitalized	​	5,235	​	12,568
Interest paid	​	—	​	(2,422)
Currency translation adjustments		2,248	​	(2,095)
Balance – End of period		155,964	​	144,557
​	​	​	​	​
Current portion		7,278	​	6,771
Non-current portion		148,686	​	137,786
​		155,964	​	144,557

​

2025 Financing Facility

On July 21, 2025, the Company entered into a credit agreement with Appian ODV (Jersey) Ltd and other lenders, providing for a US$450 million senior secured credit facility (the “2025 Financing Facility”).

The 2025 Financing Facility is intended to fund pre-construction activities, development, construction, operation and working capital requirements of the Cariboo Gold Project and Barkerville. The facility is non-revolving and available in multiple advances: an initial draw of US$100 million ($137.2 million) was made on July 21, 2025. Up to four subsequent draws of at least US$50 million each may be made within 36 months of the closing date, subject to the satisfaction of certain conditions precedent required by the lender, which had not been met as at March 31, 2026.

12

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

The facility matures on July 21, 2028, being three years from the closing date. However, if any subsequent advance is drawn, the maturity date is extended to July 21, 2033, being eight years from the closing date.

The obligations under the 2025 Financing Facility are guaranteed by the Company pursuant to a limited recourse guarantee and secured by a first-ranking security interest against all of the shares of Barkerville held by the Company. Additionally, the obligations are secured by a first- ranking security interest over all present and future assets and property of Barkerville. The facility includes customary financial and non-financial covenants, including minimum liquidity, tangible net worth, and project-specific coverage ratios. As at March 31, 2026, all such covenants were met

Schedule of payments

The schedule for expected payments of the mining equipment financings and Financing Facility are as follows:

​	​	​	​	​	​	​	​	​
​	​ ​ ​	Less than 1 year	​ ​ ​	1-2 years	​	3-4 years	​ ​ ​	Over 5 years
​	​	$	​	$	​	$	​	$
Total payments – Mining equipment financings and lease liabilities	​	6,124	​	9,631	​	443	​	117
Total payments – Financing Facility (principal)	​	—	​	137,286	​	—	​	—

​

​

7. Environmental rehabilitation provision

​	​	​	​	​
​	​ ​ ​	2026	​	2025
​	​ ​ ​	($)	​	($)
Balance – Beginning of period		99,179	​	90,803
New obligations and revision of estimates		(965)	​	23,169
Accretion expense		844	​	3,547
Payment of environmental rehabilitation obligations		(490)	​	(667)
Transfer to liabilities associated with asset held for sale (i)	​	—	​	(18,818)
Currency translation adjustment		161	​	1,145
Balance – End of period		98,729	​	99,179
​	​	​	​	​
Current portion		6,974	​	6,970
Non-current portion		91,755	​	92,209
​		98,729	​	99,179

(i) On November 24, 2025, the Company entered into an agreement to sell the San Antonio Gold Project. Accordingly, all assets related to the San Antonio Gold Project were reclassified to assets classified as held for sale as at December 31, 2025. The sale closed on January 27, 2026. Additional information is provided in Note 13 – Assets Classified as Held for Sale and discontinued operations.

​

The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company’s mining interests, property, plant and equipment and exploration and evaluation assets. As at March 31, 2026, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $283.7 million (December 31, 2025 – $285.5 million). The weighted average actualization rate used is approximately 3.39% (December 31, 2025 – 3.36%) and the disbursements are expected to be made between 2025 and 2129 as per the current closure plans.

As of March 31, 2026, the Company maintains environmental bonding insurance of $79.0 million, including US$6.1 million ($8.5 million) denominated in U.S dollars.

13

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

8. Share Capital and Warrants

Shares

February 2026 Bought Deal

On February 3, 2026, the Company completed a prospectus offering (the "Offering") of common shares of the Company. 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$143.8 million ($196.3 million), including the exercise in full by the Underwriters of their over-allotment option.

In connection with the Offering, the Company incurred share issuance costs of approximately $10.3 million, including underwriters’ fees equal to 4.5% of gross proceeds. Issuance costs allocated to common shares were recorded as a deduction from share capital.

Warrants

Warrant liability

The warrants issued in connection with the 2022 non-brokered private placement, the 2024 non-brokered and brokered private placements and the 2025 non-brokered and brokered private placements include embedded derivatives as they are exercisable in U.S. dollars and, therefore, fail the “fixed for fixed” requirements prescribed in IAS 32 Financial Instruments: presentation. As a result, they are classified as a liability and measured at fair value. The liability is revalued at its estimated fair value using the Black-Scholes option pricing model at the end of each reporting period, and the variation in the fair value is recognized on the consolidated statements of loss under Change in fair value of warrant liability. Upon exercise of the warrants, the Company will issue shares, and will not be required to pay any cash.

The movement of the warrants liability, classified as financial instruments at fair value through profit or loss, is as follows:

​	​	​	​	​
​	​ ​ ​	2026	​ ​ ​	2025
​	​	$	​	$
Fair value through profit or loss (warrants)	​		​
Balance – Beginning of period	​	225,000	​	67,852
Additions	​	—	​	75,769
Change in fair value	​	(32,883)	​	88,438
Fair value transferred to Share Capital on Exercise	​	(7,400)	​	(2,042)
Foreign exchange	​	3,781	​	(5,017)
Balance – End of period	​	188,498	​	225,000

​

​

14

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

In absence of quoted market prices, the fair value of the warrants exercisable in U.S. dollars is determined using the Black-Scholes option pricing model based on the following weighted average assumptions and inputs:

​	​	​	​	​	​	​	​
​	​	2026		​	2025		​
Dividend per share	​	​	0%	​	​	0%	​
Expected volatility(i)	​	​	62.1%	​	​	61.6%	​
Risk-free interest rate	​	​	3.7%	​	​	3.5%	​
Expected life	​	​	2.2 years	​	​	2.4 years	​
Exercise price (US$)	​	​	3.62	​	​	3.59	​
Share price (US$)	​	​	3.25	​	​	3.49	​
​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​

​

The warrant liability is exposed to changes in expected volatility and share price. Based on the warrant liability balance as at March 31, 2026, a 5% change in expected volatility would increase or decrease the warrant liability and the related change in fair value by $6.1 million. A 5% increase in the Company's share price would increase the warrant liability and the related change in fair value by $17.4 million, while a decrease of 5% would decrease the warrant liability and the related change in fair value by $16.9 million. These sensitivities are calculated independently, and actual changes in fair value may differ if multiple assumptions change simultaneously.

The following table summarizes the Company’s movements for the warrants outstanding:

​	​	​	​	​	​	​	​	​
​	​	2026			​	2025
​	​	​	​	Weighted	​	​	​	Weighted
​	​	Number of	​	average	​	Number of	​	average
​	​ ​ ​	Warrants	​ ​ ​	exercise price	​ ​ ​	Warrants	​ ​ ​	exercise price
​	​	​		$	​	​		$
Balance – Beginning of period	​ ​ ​	132,376,167	​ ​ ​	5.71	​	78,068,475	​ ​ ​	7.17
Issued – 2025 Financing Facility		—	​	—	​	5,625,031	​	4.43
Issued – 2025 Non-brokered private placement		—	​	—	​	20,252,661	​	3.53
Issued – 2025 Brokered private placement	​	—	​	—	​	29,280,000	​	3.53
Expired – 2023 Bought Deal	​	(7,841,850)	​	8.55	​	—	​	—
Exercised - 2024 Brokered private placement	​	—	​	—	​	(850,000)	​	4.14
Exercised - 2024 Non-Brokered private placement	​	(13,888)	​	4.17	​	​	​	​
Exercised - 2025 Financing Facility	​	(5,625,031)	​	4.43	​	​	​	​
Exercised - 2025 Brokered Private Placement	​	(3,250,000)	​	3.54	​	—	​	—
Balance – End of period		115,645,398	​	5.65	​	132,376,167	​	5.71

15

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

​

The outstanding warrants have the following classification, maturity dates and exercise terms:

​	​	​	​	​	​
Placement	Classification	Maturity	Number of Warrants	Exercise Price
2022 Brokered private placement	Equity	02-Mar-27	7,752,916	$	14.75
2022 Non-brokered private placement	Liability	27-May-27	11,363,933	US$	10.70
2024 Non-brokered private placement	Liability	01-Oct-29	19,149,522	US$	3.00
2024 Brokered private placement	Liability	01-Oct-29	31,096,366	US$	3.00
2025 Non-Brokered private placement	Liability	15-Aug-27	20,252,661	US$	2.56
2025 Brokered private placement	Liability	15-Aug-27	26,030,000	US$	2.56

​

(i) The maturity is subject to an acceleration clause. If, at any time after 15 months from the closing date, the closing price of the Common Shares on the TSX-V or NYSE exceeds the exercise price for 20 consecutive trading days, the Company may, within 10 days, notify holders to accelerate the expiry date to 30 days from the notice date.

​

9. Share-based compensation

Share options

The omnibus incentive plan (the “Omnibus Plan”) provides for the issuance of stock options to acquire common shares to directors, officers, employees, consultants or investor relation service providers of the Company.

The following table summarizes information about the movement of the share options under the Company’s plan:

​	​	​	​	​	​	​	​	​
​	​	2026			​	2025
​	​	​	​	Weighted	​	​	​	Weighted
​	​	​	​	average	​	​	​	average
​	​	Number of	​	exercise	​	Number of	​	exercise
​	​ ​ ​	options	​ ​ ​	price	​ ​ ​	options	​ ​ ​	price
​	​	​	​	$	​	​		$
Outstanding – Beginning of period		5,406,594	​	4.16		5,229,369	​	5.53
Granted		—	​	—		1,514,300	​	2.51
Exercised	​	(15,300)	​	2.88	​	(18,733)	​	2.88
Forfeited		(45,634)	​	2.40		(845,600)	​	2.97
Expired	​	(17,200)	​	17.44	​	(472,742)	​	16.21
Outstanding – End of period		5,328,460	​	4.14		5,406,594	​	4.16
Exercisable – End of period		2,099,427	​	5.91		2,081,127	​	6.05

​

16

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

The following table summarizes the share options outstanding as at March 31, 2026:

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	Options outstanding			​ ​ ​	Options exercisable
​	​	​	​	​	​	Weighted	​	​	​	Weighted
​	​	​	​	​	​	average	​	​	​	average
​	​	Exercise	​	​	​	remaining contractual	​	​	​	remaining contractual
Grant date	​ ​ ​	price	​ ​ ​	Number	​ ​ ​	life (years)	​	Number	​ ​ ​	life (years)
​		$	​	​		​	​	​	​	​
June 23, 2021		21.30	​	93,498		0.23	​	93,498	​	0.23
August 16, 2021		16.89	​	31,199		0.38	​	31,199	​	0.38
November 12, 2021		16.20	​	13,997		0.52	​	13,997	​	0.52
June 30, 2022		6.49	​	452,800		1.22	​	452,800	​	1.22
November 18, 2022		6.28	​	77,500		1.32	​	77,500	​	1.32
April 3, 2023	​	6.59	​	891,467	​	1.95	​	607,634	​	1.93
April 3, 2024	​	2.88	​	136,999	​	2.87	​	42,065	​	2.55
July 4, 2024	​	2.72	​	2,224,300	​	3.26	​	741,434	​	3.26
April 2, 2025	​	2.20	​	132,800	​	4.01	​	—	​	—
May 13, 2025	​	2.57	​	1,273,900	​	4.02	​	39,300	​	0.83
​		4.14	​	5,328,460		2.95	​	2,099,427	​	2.11

​

The fair value of the share options is recognized as compensation expense over the vesting period. During the three ended March 31, 2026, the total share-based compensation related to share options granted under the Company’s plan amounted to $0.6 million ($0.4 million for the three ended March 31, 2025).

Deferred and restricted share units (“DSU” and “RSU”)

The following table summarizes the DSU and RSU movements:

​	​	​	​	​	​	​	​	​
​	​	2026			​	2025
​	​ ​ ​	DSU	​ ​ ​	RSU	​ ​ ​	DSU	​ ​ ​	RSU
Outstanding – Beginning of period		817,797		1,784,632		606,463		1,219,125
Granted		—		—		288,397		1,279,100
Settled		—		—		(77,063)		(385,685)
Forfeited		—		(36,123)		—		(327,908)
Outstanding– End of period		817,797		1,748,509		817,797		1,784,632
Vested – End of period		529,400		—		529,400		—

​

The total share-based compensation expense related to the Company’s DSU and RSU plans for the three months ended March 31, 2026 was $0.5 million (nil for the three months ended March 31, 2025).

17

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

10. Fair value of financial instruments

Fair value measurement is determined using a three-level fair value hierarchy. Refer to Note 30 of the Company’s audited consolidated financial statements for the year ended December 31, 2025, which contain a description of these three levels.

The following table provides information about financial assets and liabilities measured at fair value in the consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

​	​	​	​	​	​	​	​	​
​	​	2026
​	​ ​ ​	Level 1	​ ​ ​	Level 2	​ ​ ​	Level 3	​	Total
​	​ ​ ​	$	​	$	​	$	​	$
Recurring measurements	​	​		​		​		​
Financial assets at fair value through profit or loss	​	​​	​	​​	​	​​	​	​​
Warrants on equity securities	​	​		​		​		​
Publicly traded mining exploration and development companies	​	​		​		​		​
Precious metals	​	—		—		593		593
Other minerals	​	—		—		397		397
Financial assets at fair value through other comprehensive loss	​	​		​		​		​
Equity securities	​	​		​		​		​
Publicly traded mining exploration and development companies	​	​		​		​		​
Precious metals	​	4,174		​		​		4,174
Other minerals	​	25,821		—		—		25,821
​	​	29,995		—		990		30,985

​

​	​	​	​	​	​	​	​	​
​	​	2025
​	​ ​ ​	Level 1	​ ​ ​	Level 2	​ ​ ​	Level 3	​	Total
​	​ ​ ​	$	​	$	​	$	​	$
Recurring measurements	​	​		​		​		​
Financial assets at fair value through profit or loss	​	​​	​	​​	​	​​	​	​​
Warrants on equity securities	​	​		​		​		​
Publicly traded mining exploration and development companies	​	​		​		​		​
Precious metals	​	—		—		1,460		1,460
Financial assets at fair value through other comprehensive loss	​	​		​		​		​
Equity securities	​	​		​		​		​
Publicly traded mining exploration and development companies	​	​		​		​		​
Precious metals	​	2,426		—		—		2,426
Other minerals	​	11,610		—		—		11,610
​	​	14,036		—		1,460		15,496

​

During the three months ended March 31, 2026 and 2025 there were no transfers among Level 1, Level 2 and Level 3.

11. Segmented information

The operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer (“CEO”) who fulfills the role of the chief decision-maker. The CEO is responsible for allocating resources and assessing performance of the Company’s operating segments. The chief decision-maker organizes and manages the

18

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

business under geographic segments, being the acquisition, exploration and development of mineral properties. The assets related to the exploration, evaluation and development of mining projects are located in Canada and the USA:

​	​	​	​	​	​	​
​	​	2026
​	​ ​ ​	Canada	​	USA	​ ​ ​	Total
​	​	​	​	​	​	​
​	​ ​ ​	$	​ ​ ​	$	​ ​ ​	$
Other assets (non-current)	​	26,405	​	51	​	26,456
Mining interests and property, plant and equipment	​	660,436	​	54,221	​	714,657
Exploration and evaluation	​	13,418	​	85,189	​	98,607
Total non-current assets (excluding investments)	​	700,259	​	139,461	​	839,720

​

​	​	​	​	​	​	​
​	​	2025
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
​	​ ​ ​	$	​ ​ ​	$	​ ​ ​	$
Other assets (non-current)	​	15,791	​	2,123	​	17,914
Mining interests and property, plant and equipment	​	588,776	​	55,550	​	644,326
Exploration and evaluation	​	6,091	​	83,544	​	89,635
Total non-current assets (excluding investments)	​	610,658	​	141,217	​	751,875

​

​	​	​	​	​	​	​
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
​	​	$	​	$	​	$
For the three months ended March 31, 2026	​	​		​		​
Revenues	​	—	​	2,214		2,214
Cost of sales	​	—	​	(671)		(671)
Other operating costs	​	(676)	​	—		(676)
General and administrative	​	(10,214)	​	179		(10,035)
Impairment of assets	​	(493)	​	—		(493)
Operating (loss) income from continuing activities	​	(11,383)		1,722		(9,661)
​	​	​	​	​	​	​
For the three months ended March 31, 2025	​	​	​	​	​	​
Other operating costs	​	(7,054)	​	(1,709)	​	(8,763)
General and administrative	​	(5,261)	​	(1,022)	​	(6,283)
Impairment of assets	​	(25,793)	​	—	​	(25,793)
Operating loss from continuing activities	​	(38,108)	​	(2,731)	​	(40,839)

​

​

​

​

​

​

​

​

​

​

12. Commitments

The Company has the following commitments as of March 31, 2026:

​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Total(i)	​ ​ ​	Less than 1 year	​	1‑ 2 years	​ ​ ​	3-4 years	​ ​ ​
Purchase obligations		2,435		2,435	​	—		—
Capital commitments		180,332		118,678	​	48,904		12,750
Total		182,767		121,113	​	48,904		12,750

⁽ⁱ⁾ The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact.

​

19

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

13. Asset held for sale and discontinued operations

On November 24, 2025, the Company entered into an agreement to sell its 100% interest in the San Antonio Gold Project, located in Sonora, Mexico to Axo Copper Corp. (“Axo”). Pursuant to the Purchase Agreement, Axo acquired Sapuchi, which holds a 100% interest in the mineral concessions comprising San Antonio (the “disposal group”).

The disposal group was classified as assets held for sale and discontinued operations in the fourth quarter of 2025. Upon closing of the transaction on January 27, 2026, the Company received 15,325,841 common shares of Axo. Subsequent to closing, the Company received an additional 2,363,516 Axo common shares pursuant to an anti‑dilution provision triggered by a qualifying financing.

In addition, the Company is entitled to certain contingent deferred consideration, including (i) a cash payment equal to 70% of any Mexican VAT refund relating to periods ending on or before closing, (ii) US$2 million payable in cash or Axo common shares upon Axo’s filing of a NI 43‑101 compliant feasibility study, and (iii) US$2 million payable in cash upon the first gold pour at the project. As a result of the closing, the assets and liabilities of the disposal group were derecognized from the Company’s consolidated statement of financial position.

The fair value of the consideration received at disposal was estimated at approximately $15.6 million. This amount comprises $11.8 million attributable to the Axo common shares received at closing, measured based on Axo’s market price on the closing date; $2.2 million related to the additional Axo shares issued pursuant to the qualifying financing anti‑dilution provision; and $1.6 million representing the Company’s estimated recoverable portion of Mexican VAT receivable associated with periods up to the closing date.

As a result of the closing, the assets and liabilities of the disposal group were derecognized from the Company’s consolidated statement of financial position.

The San Antonio Gold Project has been classified as a discontinued operation as it represents a separate geographical area of operations for the Company, located in Mexico, and its activities can be clearly distinguished operationally and for financial reporting purposes from the Company’s other operations.

Net income from discontinued operations includes (i) a loss of approximately $0.5 million generated by Sapuchi’s operating results up to the date of disposal, (ii) a gain on disposal of approximately $37.3 million, representing the difference between the fair value of consideration received and the carrying value of Sapuchi’s net assets at the disposal date, and (iii) a loss of approximately $8.7 million resulting from the reclassification of the cumulative translation adjustment from other comprehensive income to profit or loss upon disposal.

Assets and Liabilities of the San Antonio disposal group (as of January 27, 2026):

​	​	​
​	​ ​ ​	2026
​		$
​	​	​
Current assets	​	4,224
Non-current assets	​	35,221
Total assets held for sale	​	39,445
​	​	​
Current liabilities	​	5,693
Non-current liabilities	​	55,433
Total liabilities associated with assets held for sale	​	61,126

20

​

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

​

As a result of the closing of the transaction, all assets and liabilities of Sapuchi were derecognized, and no assets or liabilities related to Sapuchi are included in the Company’s consolidated statement of financial position as of March 31, 2026.

14. Subsequent events

On April 1, 2026, the Company granted an aggregate of (i) 1,104,400 share options of the Company, and (ii) 1,426,600 RSU of the Company to certain senior officers and non-executive employees, pursuant to the Company's Omnibus Plan.

21

Table of Contents

Exhibit 99.2

​

OSISKO DEVELOPMENT CORP.

​

Management's Discussion and Analysis

For the three months ended March 31, 2026

The following management’s discussion and analysis ("MD&A") of the operations and financial position of Osisko Development Corp. and its subsidiaries ("Osisko Development" or the "Company") for the three months ended March 31, 2026 ("Q1 2026") should be read in conjunction with the Company's unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2026 and the Company’s audited consolidated financial statements and related notes for the years ended December 31, 2025 and 2024. The unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Management is responsible for the preparation of the unaudited  condensed interim consolidated financial statements and other financial information relating to the Company included in this MD&A. Unless otherwise noted, all monetary amounts included in this MD&A are expressed in Canadian dollars, the Company's reporting and functional currency. Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Cautionary Note Regarding Forward-Looking Statements" section. This MD&A is dated as of May 11, 2026, the date the Board of Directors approved the Company's unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026, following the recommendation of the Company's Audit and Risk Committee.

Osisko Development is a mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in continental North America. The Company exists under the Canada Business Corporations Act and is focused on developing its principal mining asset, the Cariboo Gold Project located in British Columbia, Canada (the "Cariboo Gold Project") as well as its Tintic project, located in Utah, U.S.A. (the "Tintic Project"). Osisko Development's common shares (the "Common Shares") are listed on the New York Stock Exchange and the TSX Venture Exchange under the symbol "ODV".

​

​

Table of Contents

Table of Contents

​

1.	Our Business	5
2.	Financial and Operating Highlights	6
3.	Highlights – Q1 2026	6
4.	Subsequent to Q1 2026	8
5.	Management and Board Composition	8
6.	Exploration and Evaluation / Mining Development Activities	8
7.	Sustainability Activities	20
8.	Financial Performance	21
9.	Cash Flows	23
10.	Financial Position	24
11.	Summary of Quarterly Results	28
12.	Transactions Between Related Parties	28
13.	Commitments and Contractual Obligations	28
14.	Segmented Disclosure	29
15.	Discontinued Operations	31
16.	Off-balance Sheet Items	31
17.	Risks and Uncertainties	32
18.	Disclosure Controls, Procedures and Internal Controls over Financial Reporting (ICFR)	32
19.	Basis of Presentation of the Consolidated Financial Statements	33
20.	Critical Accounting Estimates and Judgements	33
21.	Financial Instruments	33
22.	Technical Information	33
23.	Share Capital Structure	34
24.	Approval	34

​

​

​

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Non-IFRS Financial Measures

This MD&A contains certain non-IFRS (as defined herein) measures, including "all-in sustaining cost" (or "AISC"), "cash cost", "free cash flow" and "adjusted working capital". All-in sustaining cost per gold ounce is defined as production costs less silver sales plus general and administrative, exploration and other expenses, and sustaining capital expenditures divided by gold ounces sold. Cash costs are a non-IFRS measure reported by the Company on an ounces of gold sold basis. Cash costs include mining, processing, refining, general and administrative costs and royalties but exclude depreciation, reclamation, income taxes, capital costs and exploration costs. Free cash flow is calculated as cash flow from mine-site operating activities less capital expenditures. Management believes that such measures provide investors with an improved ability to evaluate the performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, such as cost of sales.

Adjusted working capital

The Company uses non-IFRS financial measures, including the adjusted working capital to supplement its unaudited consolidated financial statements. The Company believes that this measure, together with measures determined in accordance with IFRS, provides investors with an improved ability to evaluate the underlying performance of the Company. The adjusted working capital does not have any standardized meaning prescribed under IFRS and therefore may not be comparable to similar measures employed by other companies. The adjusted working capital is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

The adjusted working capital is calculated as follows:

​	​	​	​	​
​	​	March 31, 2026	​	December 31, 2025
(In thousands of dollars)	​ ​ ​	$	​ ​ ​	$
​	​	​	​	​
Current assets	​	613,652	​	479,811
Current liabilities	​	(258,535)	​	(331,851)
Working Capital	​	355,117	​	147,960
Warrant Liability (current liabilities)	​	188,498	​	225,000
Adjusted working capital	​	543,615	​	372,960

​

Cautionary Note Regarding Forward-Looking Statements

Except for the statements of historical fact contained herein, the information presented in this MD&A constitutes "forward-looking information" within the meaning of applicable Canadian Securities Laws concerning the business, operations, plans and financial performance and condition of the Company (collectively, the "Forward-Looking Information"). Often, but not always, Forward-Looking Information can be identified by words such as "plans", "expects", "may", "should", "could", "will", "budget", "objective", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential", "proposed", or variations including negative variations thereof, of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.

Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of the Company to differ materially from any future plans, results, performance or achievements expressed or implied by the Forward-Looking Information. Such factors include, among others: risks relating to capital markets and the availability of future financing, including project financing, on terms acceptable to the Company (or at all); the ability of the Company to meet its financial obligations as they become due; actual operating cash flows, free cash flows, operating costs and other costs differing materially from those anticipated; changes in project parameters and assumptions; project infrastructure requirements and anticipated processing methods, whether or not the capital and operating costs outlined in the Cariboo Technical Report can be achieved, exploration expenditures differing materially from those anticipated; actual results of current and planned exploration activities; whether additional mineral

3

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

resources will be developed as a result of the deeper drilling below the Cariboo mineral resource estimate, within the Cariboo mine area, and/or on exploration targets beyond the mine area; whether infill drilling of inferred mineral resources, after considering other modifying factors, will be successful in converting mineral resources to measured or indicated mineral resources and any resulting increases in the mineral reserves; whether the results of the Company's 13,000m infill drill program will confirm or vary from those in the current mineral resource estimate; whether the development of the Cariboo Gold Project, if successfully completed, will provide the basis for the establishment of a broader mining district camp, including development of multiple deposits; whether all required authorizations for the implementation of the Mines Act permits for the Cariboo Gold Project, including the licence of occupation for the transmission line, will be received in a timely manner and not delay the project; whether an agreement will be completed, and on what terms, with Xatśūll First Nation; whether the Company's new water treatment plant and facilities will operate to expectations and meet permit conditions; whether current and planned test mining at Tintic will generate positive cash flow after deducting all costs; variations in mineral resources, mineral reserves, mineral production, grades or recovery rates or optimization efforts and sales; failure to obtain, or delays in obtaining, governmental approvals or financing or in the completion of development or construction activities; uninsured risks, including, but not limited to, pollution, cave-ins or hazards for which insurance cannot be obtained; regulatory changes; defects in title; availability or integration of personnel, materials and equipment; risks relating to foreign operations; inability to recruit or retain management and key personnel; performance of facilities, equipment and processes relative to specifications and expectations; unanticipated environmental impacts on operations; community, non-governmental and governmental actions and the impact of stakeholder actions; market prices; production, construction and technological risks or capital requirements and operating risks associated with the operations or an expansion of the operations; dilution due to future equity financings, fluctuations in gold, silver and other metal prices and currency exchange rates; the potential impact of tariffs and other trade restrictions; uncertainty relating to future production and cash resources; inability to successfully complete new development projects, planned expansions or other projects within the timelines anticipated; inability to achieve the business objectives and project milestones as anticipated; results of additional work programs and exploration; adverse changes to market, political and general economic conditions or laws, rules and regulations applicable to the Company; outbreak of diseases and public health crises; the possibility of project cost overruns or unanticipated costs and expenses; accidents, labour disputes, community and stakeholder protests and other risks of the mining industry; failure of plant, equipment or processes to operate as anticipated; risk of an undiscovered defect in title or other adverse claim; factors discussed under the heading "Risks and Uncertainties" in this MD&A and "Risk Factors" in the Company's annual information form for the year ended December 31, 2025; and other risks, including those risks set out in the continuous disclosure documents of the Company, which are available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the issuer profiles of the Company.

In addition, Forward-Looking Information herein is based on certain assumptions and involves risks related to the business of the Company. Forward-Looking Information contained herein is based on certain assumptions, including, but not limited to, interest and exchange rates; the price of gold, silver and other metals; competitive conditions in the mining industry; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to the Company.

Although the Company has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in Forward-Looking Information in this MD&A, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on Forward-Looking Information in this MD&A. All Forward-Looking Information in this MD&A is qualified by these cautionary statements.

Certain Forward-Looking Information and other information contained herein concerning the mining industry and the expectations of the Company are based on estimates prepared by the Company using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, these data are inherently imprecise. While the Company is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Readers are cautioned not to place undue reliance on Forward-Looking Information. The Company does not undertake any obligation to update any of the Forward-Looking Information in this MD&A, except as required by law.

Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates

The Company is subject to the reporting requirements of the applicable Canadian Securities Laws, and as a result reports information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources in accordance with Canadian reporting requirements, which are governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). As such, the information contained in this MD&A concerning mineral properties, mineralization and estimates of mineral reserves and mineral resources is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the U.S. Securities and Exchange Commission.

1.OUR BUSINESS

Osisko Development is a Canadian-based exploration and development company focused on past-producing properties located in mining friendly jurisdictions with district scale potential. The Company's objective is to become a continental North American intermediate precious metals producer, through the development of its fully permitted flagship Cariboo Gold Project and the advancement of a portfolio of other development projects and investments with potential for value creation. As of March 31, 2026, the Company's principal mining asset, the Cariboo Gold Project, is owned and operated through its wholly-owned subsidiary, Barkerville Gold Mines Ltd. ("Barkerville"). In addition, the Company's Tintic Project (including, the Trixie test mine) is owned and operated by its wholly-owned subsidiary, Tintic Consolidated Metals LLC ("Tintic").

As an exploration and development stage corporation, the Company does not generate sufficient cash flows to advance the evaluation and development of its various projects and properties and has historically relied on equity and debt funding to maintain financial liquidity. Continued adequate financial liquidity is dependent on management's ability to secure additional future financings; however, there can be no assurance that the Company will be able to obtain adequate financings in the future, or to complete such financings on terms favourable to the Company (refer to section 9.1 – Liquidity and Capital Resources).

The accompanying unaudited consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The working capital and adjusted working capital¹ positions as at March 31, 2026, combined with available credit facilities will not be sufficient to meet the Company's obligations, commitments and forecasted expenditures through March 2027 (refer to section 10.2 – Financings for more details on the subsequent equity financing completed after period end). This working capital balance excludes the second tranche of the 2025 Financing Facility (as defined below), which provides for an amount of US$350M and is subject to satisfaction of certain conditions precedent which were not met as at March 31, 2026. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast substantial doubt upon the Company's ability to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern (refer to Note 1 to the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 for more details).

⁽¹⁾ Refer to section "Non-IFRS Financial Measures".

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

2.FINANCIAL AND OPERATING HIGHLIGHTS

The table below provides selected financial information relating to Osisko Development's performance for the three months ended March 31, 2026 and the relevant comparable period in 2025, adjusted to exclude operations from Sapuchi presented as discontinued activities (refer to section 15 – Discontinued Operations for more details):

​	​	​	​	​
​	​	Three months ended
​	​	March 31,
​	​	2026	​	2025
(In thousands of dollars)	​ ​ ​	$	​ ​ ​	$
​	​	​	​	​
Revenues	​	2,214	​	—
Operating loss	​	(9,661)	​	(40,839)
​	​	​	​	​
Net income (loss) from continuing activities	​	32,217	​	(33,464)
Net income (loss) from discontinued activities(i)	​	28,001	​	(3,866)
Net income (loss)	​	60,218	​	(37,330)
​	​	​	​	​
Basic net income (loss) per share from continuing operations	​	0.11	​	(0.24)
Diluted net income (loss) per share from continuing operations	​	0.10	​	(0.24)
​	​	​	​	​
Net cash flows provided by (used in) continuing operating activities	​	1,700	​	(10,908)
Net cash flows provided by (used in) discontinued operating activities(i)	​	190	​	(1,596)
Net cash flows used in operating activities	​	1,890	​	(12,504)
​	​	​	​	​
Statistics	​	​	​	​
Meters drilled – Infill drill program (gold)	​	13,824	​	1,803
Meters drilled – Exploration (copper)	​	—	​	1934
Gold sold (ounces)	​	270	​	—

​

i) The net income (loss) from discontinued activities and the Net cash flows provided by (used in) discontinued operations are related to Sapuchi. Please refer to Discontinued Operations section of this MD&A for more details.

​

3.HIGHLIGHTS – Q1 2026

The following summarizes Osisko Development's financial and operational highlights in Q1 2026:

Operations and financial information

Three months ended March 31, 2026 and 2025

Continuing activities

● In Q1 2026, the Company generated $2.2 million in revenue and incurred an operating loss of $9.7 million, compared to nil revenue and a $40.8 million operating loss in Q1 2025. The increase in revenue in Q1 2026 compared to Q1 2025 is primarily attributable to the sale of gold from the Tintic Project, including heap leach operations and direct shipping of mineralized material. The lower operating loss in Q1 2026 compared to Q1 2025 is mainly due to the impairment of $25.8 million recorded in Q1 2025 related to the QR Mill.

● In Q1 2026, the Company incurred net income of $60.2 million, compared to a net loss of $37.3 million in Q1 2025. The increase in income was primarily due  to the decrease in operating loss discussed above and a decrease in the fair value of the warrant liability in Q1 2026 compared to Q1 2025. The change in the fair value of the warrant liability in Q1 2026 was mainly attributable to valuation assumptions utilized in determining the fair value of the warrants. There are no circumstances in which the Company would be required to pay any cash upon exercise or expiry of the warrants. In addition, net income in Q1 2026 was positively impacted by the gain on disposal of the

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Sapuchi project, which is presented in discontinued activities (refer to section 15 - Discontinued Operations of this MD&A for more details).

● The net cash flows provided by operating activities in Q1 2026 amounted to $1.9 million, compared to cash flows used in operating activities of $12.5 million in Q1 2025. The cash inflow is primarily driven by changes in non-cash working capital items.

● Additions to mining interests, property, plant and equipment, as well as exploration and evaluation expenses, totaled $63.7 million in Q1 2026, compared to $15.3 million in Q1 2025. The increase is primarily due to the ramp up of the activities at Cariboo Gold Project including: underground development in the Cow and Lowhee Zones, Bonanza Ledge water treatment plant expansion, Ballarat Camp expansion, sediment control pond, mine waste rock storage facility construction and other pre-construction and detailed engineering work.

● Net cash inflows provided by financing activities amounted to $225.8 million in Q1 2026, compared to cash outflows of $1.9 million in Q1 2025. The increase in cash inflows in Q1 2026 is due to the proceeds from the public offering completed in February 2026 for gross proceeds of US$143.8M ($196.3 million) as well as the proceeds of $36.5M from the exercise of warrants.

Project Updates

Three months ended March 31, 2026:

● On January 27, 2026, the Company completed the previously announced sale of its 100% interest in the San Antonio Gold Project located in Sonora State, Mexico, to Axo Copper Corp. ("Axo") through the sale of Sapuchi Minera S.A. de R.L. de C.V. (“Sapuchi”) (refer to section 15 – Discontinued Operations for more details).

● On February 11, 2026, the Company announced new infill drilling results from its ongoing 13,000-meter program in the Lowhee Zone of its Cariboo Gold Project. An aggregate total of 11,025 meters of drilling was completed, representing approximately 80% of the total planned program.

​

Financing Updates

● On February 3, 2026, the Company completed a prospectus offering (the "February 2026 Offering") of common shares of the Company. Pursuant to the February 2026 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$143.8 million ($196.3 million), including the exercise in full by the Underwriters of an over-allotment option.

● On March 9, 2026, the Company announced receipt of approximately $24.9 million from the exercise of 5,625,031 common share purchase warrants of the Company, held by certain funds advised by Appian Capital Advisory Limited.

Corporate Updates and Investment Updates

● On February 2, 2026, the Company appointed Ms. Sarah Harrison as Vice President, Permitting and Compliance.

● On February 9, 2026, the Company entered into a definitive Project and Construction Management Services Agreement with JDS Energy & Mining Inc. for the development of the Cariboo Gold Project.

● On March 16, 2026, the Company announced inclusion in the VanEck Junior Gold Miners ETF ("GDXJ"), following GDXJ's semi-annual review and rebalancing announced on March 13, 2026, which became effective at the close of markets on March 20, 2026.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Health and Safety

● On January 22, 2026, a contractor working on surface activities suffered a fatal injury following an isolated incident at the Cariboo Gold Project. The Company promptly notified appropriate authorities, and an investigation of the incident was initiated. Activities at the project site were temporarily suspended to allow for completion of an investigation. On March 2, 2026, resumption of planned site activities was announced, following the successful implementation of a phased gradual reopening plan of surface and underground activities over several preceding weeks,  in coordination with and approval from the relevant regulatory authorities, and with a focus on ensuring the health and safety of all employees and contractors

4.SUBSEQUENT TO Q1 2026

Corporate and Financing

● On April 1, 2026, the Company granted an aggregate of (i) 1,104,400 stock options of the Company ("Options"), and (ii) 1,426,600 restricted share units of the Company ("RSUs") to certain senior officers and non-executive employees (collectively, the "Incentive Awards"), pursuant to the Company's omnibus equity incentive plan.

● On May 4, 2026, the Company appointed Ms. Sarah MacDonald as Vice President, Construction Contracting and Commercial.

5.MANAGEMENT AND BOARD COMPOSITION

The Board of Directors of Osisko Development is composed of Sean Roosen (Chair), Charles E. Page (Lead Director), Michele McCarthy, Duncan Middlemiss, David Danziger, Stephen Quin and Susan Craig. With the exception of Ms. Craig who was appointed on June 16, 2025, all members of the Board of Directors were elected at the Company's annual meeting of shareholders held on May 7, 2025.

Management of Osisko Development includes Sean Roosen (Chair of the Board of Directors and Chief Executive Officer), Chris Lodder (President), Alexander Dann (Chief Financial Officer and Vice President, Finance), David Rouleau (Vice President, Project Development), Laurence Farmer (General Counsel and Vice President, Strategic Development), Scott Smith (Vice President, Exploration), Philip Rabenok (Vice President, Investor Relations), Sarah Harrison (Vice President, Permitting and Compliance) and Sarah MacDonald (Vice President, Construction Contracting and Commercial).

6.EXPLORATION AND EVALUATION / MINING DEVELOPMENT ACTIVITIES

As of the date of this MD&A, the Cariboo Gold Project is the only material property of the Company within the meaning of NI 43-101. The following sets out certain objectives for the Cariboo Gold Project and other ancillary work in 2026, together with the estimated timing and associated costs for each respective activity, based on the Company's reasonable expectations, intended courses of action and current assumptions as of the date of this MD&A.

​	​	​	​	​
Activity	​ ​ ​	Expected Timing of Completion2	​ ​ ​	Anticipated 2026 Costs1
Cariboo Gold Project	​	​	​	​
Underground Development (including production drilling)	​	Q4 2026	​	$39.5 million
Regional surface exploration drilling	​	Q4 2026	​	$3.7 million
Mine design, processing, water management, infrastructure and other	​	Q4 2026	​	$14.7 million
Underground Infill Drilling to Convert Mineral Resources to Mineral Reserves	​	Q4 2026	​	$4.4 million
Surface (Directional) Drilling to expand Mineral Resource Estimate at depth (up to 300 metres below current Mineral Resource Estimate)	​	Q4 2026	​	$1.7 million
Surface Drilling to expand geology and mineralization at depth (+700 metres below surface)	​	Q4 2026	​	$3.9 million

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Note:

1. The expenditures disclosed in this table include amounts approved by the Board of Directors as at March 31, 2026, net of amounts already incurred during the first quarter of 2026. Additional expenditures will be required to complete certain of the objectives and are subject to approval by the Board of Directors.

2. For the portion of activities to be incurred in 2026

Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and, are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above.

See "Cautionary Note Regarding Forward Looking Statements".

6.1.Cariboo Gold Project – British Columbia, Canada

The Cariboo Gold Project is a fully permitted advanced-stage gold development project 100%-owned by the Company located in the historic Wells-Barkerville mining camp, in the District of Wells, central British Columbia, Canada. The project area extends for approximately 77 kilometres from northwest to southeast. The Company's total land package consists of 443 mineral and placer titles, which cover an area of approximately 186,740 hectares. On November 21, 2019, OR Royalties Inc. ("OR") acquired the Cariboo Gold Project through the acquisition of Barkerville. The Cariboo Gold Project was part of the OR contributed assets that created the Company on November 25, 2020.

Technical Reports and Mineral Resource Estimate

On June 11, 2025, the Company filed a technical report titled "NI 43-101 Technical Report, Feasibility Study for the Cariboo Gold Project, District of Wells, British Columbia, Canada" and dated June 11, 2025 in respect of the feasibility study for the Cariboo Gold Project ("2025 FS"), which was prepared in accordance with NI 43-101 with an effective date of April 25, 2025 (the "Cariboo Technical Report"). A copy of the Cariboo Technical Report is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile.

Scientific and technical information in this MD&A relating to the 2025 FS in respect of the Cariboo Gold Project is supported by the Cariboo Technical Report. The 2025 FS and Cariboo Technical Report have been prepared by, reviewed and approved by independent representatives of BBA (Mathieu Belisle, P.Eng., Amanda Fitch, P.Eng.), InnovExplo Inc. (Carl Pelletier, P.Geo., Tessa Scott, P.Geo., Eric Lecomte, P.Eng.), Alius Mine Consulting Ltd. (Sebastien Guido, P.Eng.), Falkirk Environmental Consultants Ltd. (Katherine Mueller, P. Eng., Rob Griffith, P.Eng., Nikolay Sidenko, P. Geo.), WSP Canada Inc. (Paul Gauthier, P.Eng.), M.A. O'Kane Consultants Inc. (Rachel Sawyer, P.Eng., Yapo Allé-Ando, M.A.Sc., P.Eng.), Integrated Sustainability Consultants Ltd. (AJ MacDonald, M.A.Sc., P.Eng., P.E.), Clean Energy Consulting Inc. (Philip Clark, P.Eng., P.E.), and JDS Energy & Mining Inc. (Jean-François Maillé, P.Eng.), each of whom is a "qualified person" (within the meaning of NI 43-101) and independent of Osisko Development (within the meaning of Section 1.5 of NI 43-101).

The Cariboo Technical Report supersedes the technical report titled "NI 43-101 Technical Report, Feasibility Study for the Cariboo Gold Project, District of Wells, British Columbia" (as amended) dated January 12, 2023 (with an effective date of December 30, 2022) (the “2023 FS”), which should no longer be relied upon.

The key assumptions, parameters and methods used in the 2025 FS are described in the Cariboo Technical Report. The Cariboo Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context. Reference should be made to the full text of the Cariboo Technical Report, including all assumptions, qualifications and limitations set forth therein, a copy of which is available electronically on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile and on the Company's website at https://osiskodev.com/projects/cariboo-gold.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

The Cariboo Technical Report indicates strong economics for a low-impact underground operation using mechanized bulk mining methods, with attractive operating costs and manageable capital requirements. The project is well-positioned to benefit from favourable macroeconomic and gold price trends. The planned processing plant and surface infrastructure design have been strategically optimized to accommodate potential future expansion options. The Cariboo Gold Project is envisioned as a traditional underground operation, employing mechanized long-hole open stoping to extract ore from gold-bearing vein corridors - an intricate network of mineralized quartz veins predominantly hosted within unmineralized sandstone. The Company anticipates that the potential development of the Cariboo Gold Project may provide a basis for progress towards the establishment of a broader mining district camp, including development of multiple deposits over several trends totalling approximately 80 km of mineralization.

A summary of the 2025 FS results is presented in the tables below:

​	​	​	​	​	​	​
Cariboo Gold Project 2025 FS – Key Results and Assumptions (after-tax)
Metric	​	Units	​	Base Case	​	Spot Prices2
Gold price	​	US$/oz	​	$2,400	​	$3,300
Exchange rate	​	USDCAD	​	1.35	​	1.40
Net Present Value at 5% discount	​	$ mm	​	943	​	2,066
Internal Rate of Return (IRR)	​	%	​	22.1%	​	38.0%
Payback, from commercial production	​	years	​	2.8	​	1.6
Average annual free cash flow1	​	$ mm	​	158	​	314
Average AISC, LOM1	​	US$/oz	​	1,157	​	1,167

​

Notes:

Refer to the Cariboo Technical Report for the assumptions, qualifications and limitations relating to disclosure about the 2025 FS

1. All-in sustaining costs per ounce and free cash flow are non-IFRS measures or ratios. Refer to "Non-IFRS Financial Measures" for more information.

2. The illustrative spot price scenario is based on the LBMA gold price as of the close of business on April 23, 2025, rounded to nearest $100/oz and the USD to CAD currency exchange rate is based on the Bank of Canada daily exchange rate, rounded to nearest five cents. The illustrative spot price scenario has not been adjusted to account for any other variables which may affect after-tax NPV5%, after-tax IRR, payback from commercial production or average annual free cash flow in such scenario, including, but not limited to, changes in Company capital expenditures and increases to development, operating, financing and other costs.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

​	​	​	​	​
Cariboo Gold Project 2025 FS – Project Operating and Financial Metrics				​
Assumptions	​	Units	​	2025 FS – Base Case1
Gold price	​	US$/oz	​	2,400
Exchange rate	​	USDCAD	​	1.35
Discount rate	​	%	​	5.0%
Production	​	​	​	​
Mine life	​	yrs	​	10.0
Total ore mined	​	kt	​	17,815
Peak annual throughput	​	tpd	​	4,900
Average gold head grade	​	g/t Au	​	3.62
Total contained gold	​	koz	​	2,071
Avg. gold recovery	​	%	​	92.6%
Total recovered gold, payable	​	koz	​	1,894
Avg. gold production, LOM	​	koz/yr	​	190
Avg. gold production, first 5 yrs	​	koz/yr	​	202
Operating Unit Costs	​	​	​	​
Underground mining	​	$/t mined	​	62.3
Processing	​	$/t mined	​	23.2
Water and waste management	​	$/t mined	​	5.0
Electrical transmission line	​	$/t mined	​	4.9
General and administrative	​	$/t mined	​	15.4
Total unit operating costs	​	$/t mined	​	110.7
Total operating costs	​	$ mm	​	1,921
Royalty payments	​	$ mm	​	292
Offsite charges	​	$ mm	​	143
Operating Costs	​	​	​	​
Total cash costs2	​	US$/oz	​	$947
AISC2	​	US$/oz	​	$1,157
Capital Expenditures4	​	​	​	​
Initial costs	​	$ mm	​	881
Sustaining costs	​	$ mm	​	426
Closure costs, net3	​	$ mm	​	99
Total capex	​	$ mm	​	1,406
Economics (after-tax)	​	​	​	​
Total free cash flow, LOM2	​	$ mm	​	1,577
Net Present Value (NPV5%)	​	$ mm	​	943
Internal Rate of Return (IRR)	​	%	​	22.1%
Payback, from commercial production	​	yrs	​	2.8
Average free cash flow, first 5 yrs2	​	$ mm	​	296
Average free cash flow, LOM2	​	$ mm	​	158

​

Notes:

Refer to the Cariboo Technical Report for the assumptions, qualifications and limitations relating to disclosure about the 2025 FS

1. Totals may not add up due to rounding.

2. Cash costs, all-in sustaining costs per ounce and free cash flow are non-IFRS measures or ratios. Refer to "Non-IFRS Financial Measures" for more information. Total cash costs are presented on a per ounce payable basis inclusive of total operating costs mining costs, processing costs, site G&A costs, royalties, smelting, refining, and transportation costs. AISC are presented on a per ounce payable basis and include cash costs plus sustaining and closure costs.

3. Closure costs are shown net of salvage value.

4. Pre-final investment decision capital costs total $38.6 million.

​

Mineral Resources Estimate

The mineral resources estimate for the Cariboo Gold Project included in the 2025 FS has an effective date of April 22, 2025, and are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves have not demonstrated economic viability. The mineral resources estimate have been updated to account for depletion in the Lowhee Zone due to ongoing development and bulk sample activities, as well as for changes in costs and cut-off grade assumptions.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

There is no certainty that mineral resources will be converted into mineral reserves. Mineral resources include inferred mineral resources which have had insufficient work to classify them as indicated mineral resources. It is uncertain but reasonably expected that inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

​	​	​	​	​	​	​
Cariboo Gold Project 2025 FS – Mineral Resources Statement (April 22, 2025)				​	​	​
Category / Zone	​	Tonnage	​	Gold Grade	​	Contained Gold
​	​	(000's tonnes)	​	(g/t)	​	(000's oz)
Measured	​	​	​	​	​	​
Bonanza Ledge	​	47	​	5.06	​	8
Indicated	​	​	​	​	​	​
Bonanza Ledge	​	32	​	4.02	​	4
BC Vein	​	1,057	​	3.00	​	102
KL	​	527	​	2.80	​	47
Lowhee	​	1,333	​	2.76	​	118
Mosquito	​	1,553	​	2.96	​	148
Shaft	​	6,121	​	2.92	​	575
Valley	​	2,718	​	2.70	​	236
Cow	​	3,991	​	2.91	​	374
Total Indicated Resources	​	17,332	​	2.88	​	1,604
Total Measured & Indicated	​	17,380	​	2.88	​	1,612
Inferred	​	​	​	​	​	​
BC Vein	​	596	​	3.17	​	61
KL	​	2,514	​	2.53	​	205
Lowhee	​	486	​	3.01	​	47
Mosquito	​	1,883	​	3.08	​	186
Shaft	​	7,457	​	3.44	​	826
Valley	​	2,470	​	3.01	​	239
Cow	​	3,368	​	2.78	​	301
Total Inferred Resources	​	18,774	​	3.09	​	1,864

​

Notes:

1. The independent and qualified persons for the mineral resources estimates, as defined by NI 43-101, are Carl Pelletier, P.Geo., and Tessa Scott, P.Geo. (Norda Stelo). The effective date of the mineral resource estimate included in the 2025 FS is April 22, 2025.

2. These mineral resources, exclusive of the reserves, are not mineral reserves and do not have demonstrated economic viability.

3. The mineral resources estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

4. A total of 481 vein zones were modelled for the Cow Mountain (Cow and Valley), Island Mountain (Shaft and Mosquito), Barkerville Mountain (BC Vein, KL, and Lowhee) deposits and one gold zone for Bonanza Ledge. A minimum true thickness of 2.0 m was applied, using the gold grade of the adjacent material when assayed or a value of zero when not assayed.

5. The estimate is reported for a potential underground scenario at a cut-off grade of 1.8 g/t Au, except for Bonanza Ledge at a cut-off grade of 3.5 g/t Au. The cut-off grade for the Cow, Valley, Shaft, Mosquito, BC Vein, KL, and Lowhee deposits was calculated using a gold price of US$2,400/oz; a USDCAD exchange rate of 1.35; an underground mining cost of $66.3/t; a processing and transport cost of $30.80/t; a G&A plus Environmental cost of $22.40/t; and a sustaining CAPEX cost of $45.6/t. No changes have been applied for the Bonanza Ledge. The cut-off grade for the Bonanza Ledge deposit was calculated using a gold price of US$1,700/oz; a USDCAD exchange rate of 1.27; an underground mining cost of $79.13/t; a processing and transport cost of $65.00/t; and a G&A plus Environmental cost of $51.65/t. The cut-off grades may be re-evaluated in light of future prevailing market conditions (metal prices, exchange rate, mining cost, etc.).

6. Density values for Cow, Shaft, Lowhee, and BC Vein were estimated using the ID2 interpolation method, with a value applied for the non-estimated blocks of 2.80 g/cm³ for Cow, 2.78 g/cm³ for Shaft, 2.74 g/cm³ for Lowhee, and 2.69 g/cm³ for BC Vein. Median densities were applied for Valley (2.81 g/cm³), Mosquito (2.79 g/cm³), and KL (2.81 g/cm³). A density of 3.20 g/cm³ was applied for Bonanza Ledge.

7. A four-step capping procedure was applied to composited data for Cow (3.0 m), Valley (1.5 m), Shaft (2.0 m), Mosquito (2.5 m), BC Vein (2.0 m), KL (1.75 m), and Lowhee (1.5 m). Restricted search ellipsoids ranged from 7 to 50 g/t Au at four different distances ranging from 25 m to 250 m for each deposit. High grades at Bonanza Ledge were capped at 70 g/t Au on 2.0 m composited data.

8. The gold mineral resources for the Cow, Valley, Shaft, Mosquito, BC Vein, KL, and Lowhee vein zones were estimated using Datamine StudioTM RM 1.9 software using hard boundaries on composited assays. The dilution halo gold mineralization was

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

estimated using Datamine StudioTM RM Pro 1.11. The OK method was used to interpolate a sub-blocked model (parent block size = 5 m x 5 m x 5 m). Mineral resources for Bonanza Ledge were estimated using GEOVIA GEMSTM 6.7 software using hard boundaries on composited assays. The OK method was used to interpolate a block model (block size = 2 m x 2 m x 5 m).

9. Results are presented in situ. Ounce (troy) = metric tons x grade / 31.10348. Calculations used metric units (metres, tonnes, g/t). The number of tonnes were rounded to the nearest thousand. Any discrepancies in the totals are due to rounding effects. Rounding followed the recommendations as per NI 43-101.

10. The qualified persons responsible for this section of the Cariboo Technical Report are not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the mineral resource estimate other than those disclosed in this MD&A and in the Cariboo Technical Report.

​

Mineral Reserves Estimate

The 2025 FS outlines a probable mineral reserves estimate (with an effective date of April 10, 2025), which increased slightly from the 2023 FS due to the adjustment of the cut-off grade dictated by an accelerated ramp-up schedule to 4,900 tonnes per day ("tpd") throughput relative to the 2023 FS. Only mineral resources that were classified as measured and indicated were given economic attributes in the mine design, and when demonstrating economic viability were classified as mineral reserves. Mineral resources are not mineral reserves, and the economic viability of mineral resources that are not mineral reserves has not been demonstrated. There is no assurance that further work on mineral resources will result in conversion to mineral reserves that can be mined economically.

​	​	​	​	​	​	​
Cariboo Gold Project 2025 FS – Mineral Reserves Statement (April 10, 2025)				​	​	​
Category / Zone	​	Tonnage	​	Gold Grade	​	Contained Gold
​	​	(tonnes)	​	(g/t)	​	(oz)
Proven	​	—	​	—	​	—
Probable	​	​	​	​	​	​
Cow	​	3,999,971	​	3.35	​	430,548
Valley	​	3,238,636	​	3.59	​	374,058
Shaft	​	8,548,295	​	3.72	​	1,021,599
Mosquito	​	1,105,370	​	3.94	​	140,102
Lowhee	​	923,162	​	3.52	​	104,491
Total Proven & Probable	​	17,815,435	​	3.62	​	2,070,798

​

Notes:

1. Totals may not add up due to rounding.

2. The mineral reserve estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

3. Mineral reserves used the following assumptions: US$1,915/oz gold price, USD:CAD exchange rate of 1.32, and variable cut-off value from 1.70 g/t to 2.0 g/t Au

4. Mineral reserves include both internal and external dilution along with mining recovery. The external dilution is estimated to be 10.1%. The average mining recovery factor was set at 91.3% to account for ore left in each block in the margins of the deposit.

​

The mineral resource estimate is built upon over 650,000 meters of core from the 2015 to 2021 drill campaigns, and historically verified drill data using a total of 4,064 drill holes. An understanding of the controls of mineralization enabled Osisko Development's technical team to construct a mineral resource estimate constrained by lithology, alteration, structure and mineralization.

The 2025 FS considers a single milling facility at the mine site for processing, removing the need to transport flotation concentrate to the QR Mill, as previously contemplated under the 2023 FS. This change was considered an indicator of impairment for the QR Mill and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.8 million related to the Mining Interests related to the QR Mill during the first quarter of 2025. On March 31, 2026, the net book value related to the QR Mill Mining Interest is entirely written off as it is estimated that the net book value will not be recovered by expected net profits to be generated from future sale of precious metals.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Permitting and Environmental Assessment Process

Osisko Development started the environmental assessment ("EA") process in the fall of 2019 for the Cariboo Gold Project.

On October 27, 2021, the Province of British Columbia, Lhtako Dené First Nation and the Company announced the approval of amendments to Mines Act Permits M-238 and M-198 allowing for the expansion of the existing Bonanza Ledge II underground mine. At the time, these amendments supported the employment of additional workers at the mine. The expansion of the Bonanza Ledge II Project allowed for continuity of certain mining activities while the Cariboo Gold Project environmental assessment was underway. In July 2021, the province of British Columbia authorized a permit to extract a bulk sample of 10,000 tonnes of mineralized material, the development of a portal and up to 2,100 m of drift to access the mineral deposit.

On October 10, 2023, the Company announced that it received an EA certificate (the "EA Certificate") for the Company's 100%-owned Cariboo Gold Project. The EA Certificate was granted by the Environmental Assessment Office of the Province of British Columbia ("EAO") and was supported by approval decisions from The Honourable George Heyman, Minister of Environment and Climate Change Strategy and The Honourable Josie Osbourne, Minister of Energy, Mines and Low Carbon Innovation (now Ministry of Mining and Critical Minerals). Receipt of the EA Certificate successfully concluded the EA process for the Cariboo Gold Project launched in October 2019, and completed in consultation with and the support of the First Nations partners. On November 7, 2024, the Company announced that while it had yet to reach an agreement with the Xatśūll First Nation, it remained committed to ongoing engagement and consultation.

On May 31, 2023, the Company submitted its Joint Permit Application ("JPA") and passed the screening phase of the permit in September 2023 after submitting the final, revised application. Through four rounds of review from the Mine Review Committee, the Company responded to, addressed, and closed over 1,800 comments from various stakeholders between November 2023 and May 2024.

On November 20, 2024, the Company was granted permits pursuant to the Mines Act (British Columbia) for its Cariboo Gold Project. Subsequently, on December 12, 2024, the Company was granted permits pursuant to the Environmental Management Act (British Columbia) ("EMA") for the Cariboo Gold Project. Together with the Mines Act (British Columbia) permits, these approvals mark the successful completion of the permitting process for key approvals, solidifying the Cariboo Gold Project's shovel-ready status.

The Mines Act (British Columbia) permits grant the Company the ability to proceed with the construction, operation and reclamation activities on each of the sites outlined within the scope of the Cariboo Gold Project. The EMA permits pertain to Cariboo Gold Project-related discharges to the environment, including water and air, and the framework and limitations thereof, within the areas outside of the immediate mine sites.

Following the positive decision by the EAO to grant the Cariboo Gold Project an EA Certificate (#M23-01), the Cariboo Gold Project underwent a robust and rigorous review by a dedicated Mine Review Committee, set up by the Major Mines Office, and subsequently received the following permits for the Cariboo Gold Project:

● M-247 – Mines Act permit for the Mine Site Complex and Bonanza Ledge;

● M-198 – Mines Act permit for the QR Mill;

● PE-111511 – Environmental Management Act Permit for the Mine Site Complex;

● PE-12601 – Environmental Management Act Permit for QR Mill; and

● PE-17876 – Environmental Management Act Permit for Bonanza Ledge.

● In addition, the Mosquito Creek closure plan permit is currently under review by the Ministry of Mining and Critical Minerals.

The Company is confident a robust consultation process was followed in relation to the receipt of the Mines Act (British Columbia) permits and EMA permits for the Cariboo Gold Project and continues to actively consult and engage with its First Nations partners and other stakeholders. While any party may seek to have the decisions related to the Mines Act (British

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For the three months ended March 31, 2026	​

​

Columbia) permits and/or EMA permits reviewed by the courts, the Company does not expect that such a review will impact its ability to proceed with the construction and operation of the Cariboo Gold Project in accordance with the approved permits.

Work is ongoing with the Ministry of Water, Land and Resource Stewardship and the Ministry of Forests on obtaining a license of occupation for the transmission line, expected in H2 2025. Remaining authorizations are anticipated in H1 2026.

Cariboo Gold Project – Permitting Timeline Summary (successfully completed)

As of March 31, 2026, the Cariboo Gold Project has successfully completed the permitting process. The history of the process is summarized in the following highlights:

● Signing Ceremony on October 23, 2022 with Lhtako Dené First Nation's Elders and Members in Wells and Quesnel was an important event for the life of project agreement between Lhtako Dene First Nation and Osisko Development highlighting the importance of our partnership and mutual support and benefits.

● The Revised Application for the EA process was submitted to the EAO of British Columbia on October 14, 2022 for the Cariboo Gold Project. The 1,700 comments received by the different reviewers were successfully addressed.

● In parallel to the EA process, the Company initiated an official application for the permitting of the Cariboo Gold Project with the submission of the Project Description to the Ministry on September 30, 2022. The Company received the IRT in November 2022 and received the EA Certificate in October 2023.

● All drilling and geologic modeling work has been completed.

● All permits were received for the bulk sample in the Lowhee deposit area, which includes 2,100 metres of underground development and the removal of 10,000 tonnes of mineralized material for further sorter testing.

● Outside of the Cariboo Gold Project area there are 38 mineralized target zones, 21 of which require follow-up and 12 that are high quality drill-ready targets, demonstrating the years of ongoing exploration in the mineral rights held by Osisko Development around the Cariboo Gold Project.

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​

● Received Mines Act (British Columbia) permits and EMA permits in Q4 2024, successfully completing the permitting process for key approvals for the Cariboo Gold Project.

Pre-Construction Activities

● Water treatment plant: Upgrades to the Bonanza Ledge water treatment plant are in final commissioning stages, with full operation expected in Q2 2026.

● Underground development: To date, approximately 2.1 km of underground development has been completed from the existing Cow Portal into the Lowhee Zone, and along the main access ramp, through the Lowhee fault, towards the Cow Mountain Zone. Development progress has been below plan while encountering challenging ground conditions in and around the Lowhee fault, requiring enhanced ground support. Development rates are expected to improve as the ramp advances beyond this zone. The raisebore pad for the first underground ventilation raise started in Q1 2026.

● Surface infrastructure: Construction of the waste rock storage facility, the sediment control pond, and other critical infrastructure continues. Early works, including tree clearing and geotechnical drilling, commenced in Q1 2026 at the mine site complex, where the primary processing facility will be located.

● Camp upgrade: The site camp upgrade and expansion to 266 rooms is complete and, together with other Company-controlled accommodations, is expected to provide capacity aligned with peak construction manpower requirements.

Infill Drilling Program

● The Company is focused on completing a 13,000-metre infill drill program as part of the Appian project financing obligation.

● The infill program will provide a comprehensive dataset to inform resource modelling, mine planning and production stope design procedures and parameters. It will also support the development of a systematic approach to infill drilling for the underground mining operation.

● As of the date of this MD&A, a total of 13,684 metres of drilling has been completed, representing 100% of the planned program, of which 11,025 meters have been released with assays. Assay results and associated quality assurance and quality control reviews are pending for unreleased holes. The Company anticipates finalizing the results for the program in the second quarter of 2026.

Exploration & Conversion Drilling Programs

● On December 8, 2025, the Company announced the launch of a fully-funded exploration drilling campaign aimed at targeting new discoveries at the Cariboo Gold Project. The program commenced in November 2025 and a total of eight drill rigs are currently operating on two surface exploration programs. Including three active underground drill rigs, a total of eleven drill rigs are operating across the Cariboo Gold Project.

● A total of eight drill rigs are currently operating on two surface exploration programs, including four surface drill rigs targeting potential mineralization below the current extent of the Cariboo Gold Project deposit to depths of up to 1,000 metres. To date, approximately 10,600 metres of drilling have been completed, with assays pending. A second surface exploration program on the adjacent Proserpine regional target has ramped up to four drill rigs, with approximately 5,750 metres completed to date.

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

● Infill and conversion drilling is planned in 2026 with the objective of upgrading inferred mineral resources to higher confidence resource categories and potentially into mineral reserves, after considering applicable modifying factors. The initial targets are within and below the current Cariboo Gold deposit.

● Exploration and conversion activities across these and additional targets are expected to support up to 20 active drill rigs operating at times throughout 2026, as the various programs overlap and advance, representing up to approximately 160,000 meters of planned drilling across all targets.

Project Financing

● The Company has been actively engaged in pursuing various financing options to provide sufficient funding to construct the Cariboo Gold Project. The Company believes that the net proceeds from: (i) the 2025 August Private Placement, (ii) the 2025 October Private Placement, (iii) US$450 million from the 2025 Financing Facility (as described herein and subject to the satisfaction of certain conditions precedent), and (iv) $24.9 million from the exercise of common share purchase warrants of the Company held by certain funds advised by Appian Capital Advisory Limited in Q1 2026, together with indications of interest from commodity traders seeking high-quality concentrate off-take, and other potential financing arrangements, will provide sufficient funding to construct the Cariboo Gold Project.

2026 Objectives for the Cariboo Gold Project

● Continue ongoing pre-construction and early works activities, including underground development, construction of certain surface infrastructure, detailed engineering on processing, water treatment and waste management and other project de-risking activities for the development of the Cariboo Gold Project.

● Continue engagement and consultation with Xatśūll First Nation to advance discussions toward an agreement. An agreement with the District of Wells was signed in Q4 2025.

● Continue detailed engineering and permitting of the transmission line for connection to the BC Hydro grid and procure long lead components.

● Finalize results from the 13,000-meter infill drilling program in respect of the Cariboo Gold Project.

● Continue progressing towards project milestones and satisfying conditions precedent to access the remaining US$350 million available for subsequent draws under the 2025 Financing Facility.

● Continue to advance the planned surface and underground exploration and infill drilling activities, representing up to approximately 160,000 meters of planned drilling across all targets.

6.2.Tintic Project – Utah, U.S.A.

The Tintic Project, including the Trixie test mine, is not considered a material property of the Company as of the date of this MD&A, and there have not been substantive material expenditures on the project since January 1, 2024. There is no current exploration work program at Tintic and no additional exploration or drilling activities are contemplated. While management continues to evaluate options for next steps, limited activities beyond care and maintenance may occur from time to time.

​

The Tintic Project is located in western Utah County, approximately 64 km south of Provo, Utah and 95 km south of Salt Lake City. The property on which the Trixie test mine or Trixie deposit ("Trixie") is located encompasses most of the East Tintic District, surrounding and immediately east of the incorporated town of Eureka. The area of the Tintic Project owned or controlled by Osisko Development comprises 1,370 claims totaling 7,601 ha (18,783 acres) of patented mining claims (22 of which are leased patented claims) and a further 110 mining claims of approximately 731 ha (1,807 acres), which are

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

unpatented. Osisko Development owns a small and varying percentage, interest or royalty in a number of other claims outside the main claim package.

Scientific and technical information relating to the Tintic Project and the updated mineral resource estimate for the Trixie deposit (the "2024 Trixie MRE"), including information provided in the table "2024 Trixie MRE Statement", is supported by the technical report titled "NI 43-101 Technical Report, Mineral Resource Estimate for the Trixie Deposit, Tintic Project, Utah, United States of America" and dated April 25, 2024 (with an effective date of March 14, 2024) (the "Tintic Technical Report"), prepared for the Company by independent representatives of Micon International Limited, being William Lewis, P. Geo, Alan J. San Martin, MAusIMM(CP) and Richard Gowans, P. Eng. Information relating to the Tintic Project and the 2024 Trixie MRE provided herein is qualified in its entirety by the full text of the Tintic Technical Report, which is available electronically on the Company's website, SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company's issuer profile, including the assumptions, qualifications and limitations therein. For readers to fully understand information relating to the Tintic Project and the 2024 Trixie MRE provided herein, reference should be made to the full text of the Tintic Technical Report, including all assumptions, qualifications and limitations therein. The Tintic Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context.

Acquisition of Tintic

​

On May 27, 2022, Osisko Development acquired 100% of Tintic through the purchase of: (i) IG Tintic's direct 75% ownership in Tintic; and (ii) all issued and outstanding stock of Chief Consolidated Mining Company ("Chief"). Immediately following the closing of the transaction, Chief completed a merger with a newly formed subsidiary of the Company (the "Merger"), such that, following completion of the Merger, Chief is now owned by the Company. The total consideration to the vendors in the aggregate amount of approximately US$156.6 million ($199.5 million), comprised of: (i) cash payments of approximately US$58.7 million ($74.7 million), (ii) the issuance to the sellers of convertible instruments amounting to $10.8 million (iii) the issuance of 12,049,449 Common Shares and, (iv) deferred consideration and contingent payments fair valued at $15.1 million.

The deferred payments consist of, (i) an amount of US$12.5 million payable in equal instalments annually over five years in cash or shares at the Company's election; (ii) two 1% NSR royalty grants, each with a 50% buyback right in favour of the Company for US$7.5 million which is exercisable within 5 years; (iii) a right to receive the financial equivalent of 10% of the net smelter returns from stockpiled mineralized material extracted from the Tintic Project since January 1, 2018 and sitting on surface; and (iv) US$10 million contingent upon commencement of production at the Burgin Mine.

With the completion of the transaction, the Company acquired 100% ownership of the producing Trixie test mine, as well as mineral claims covering more than 17,000 acres in Central Utah's historic Tintic Mining District. There is no current exploration work program on the Tintic Project and no additional exploration or drilling activities are contemplated on the Tintic Project in 2026. As of the date hereof, the Tintic Project is not considered a material property of the Company and there have not been substantive material expenditures on the Tintic Project since January 1, 2024.

Exploration Program

​

The Tintic Project consists of 23 past producing precious and base metal mines located in the East Tintic Mining District, Utah, 95 km southwest of Salt Lake City. The Tintic Project is comprised of more than 20,500 acres (8,333 ha), including 18,783 acres (7,601 ha) of patented mining claims.

In 2022, the Company completed 28 surface reverse circulation ("RC") drill holes near Trixie totaling approximately 8,442 m and 62 underground diamond drill ("DD") holes in the 625 level at Trixie totaling approximately 3,232 m using two surface RC rigs and two underground diamond drill rigs. Continuous underground face samples were collected along all development at Trixie, and together with drill results, formed the basis of an initial mineral resource estimate at Trixie completed in January 2023.

In 2023, the Company completed 73 underground DD holes at Trixie totaling approximately 6,028 m (19,776 ft) (refer to the Company's news release dated February 22, 2024).

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Between December 2023 and May 2024, the Company completed two surface DD holes at the Big Hill target area totaling approximately 2,920 m (9,581 ft). In 2023, the Company completed a total of 6,028 m (19,776 ft) of underground drilling in 73 diamond drill holes at Trixie.

The 2024 Trixie MRE incorporated an additional 1,674 underground chip samples over 1,678 m (5,507 ft) of underground development, and 7,385 m of drilling (24,229 ft) in 122 holes completed by the Company since the release of the Initial Trixie MRE, with an effective date of January 10, 2023. The 2024 Trixie MRE includes Inferred Mineral Resources which have had insufficient work to classify them as Indicated mineral resources. It is uncertain but reasonably expected that inferred mineral resources could be upgraded to Indicated mineral resources with continued exploration.

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	2024 Trixie MRE Statement
​	​	​	​	​	​	Contained	​	​	​	Contained
​	​	Tonnes	​	Au Grade	​	Gold	​	Ag Grade	​	Silver
Classification	​	(000's)	​	(g/t)	​	(000's oz)	​	(g/t)	​	(000's oz)
Measured		120	​	27.36	​	105	​	61.73	​	238
Indicated		125	​	11.17	​	45	​	59.89	​	240
Measured and Indicated		245	​	19.11	​	150	​	60.8	​	478
Inferred		202	​	7.8	​	51	​	48.55	​	315

​

Notes:

1. Effective date of the 2024 Trixie MRE is March 14, 2024.

2. Each of Mr. William Lewis, P.Geo., of Micon International Limited and Alan J. San Martin, MAusIMM(CP), of Micon International Limited (i) has reviewed and validated the 2024 Trixie MRE, (ii) is considered to be independent of the Company for purposes of Section 1.5 of NI 43-101, and (iii) is a "qualified person" within the meaning of NI 43-101.

3. The mineral resources estimate follows the 2014 CIM Definition Standards on Mineral Resources and Reserves and the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

4. Mineral resources are reported when they are within potentially mineable shapes derived from a stope optimizer algorithm, assuming an underground longhole stoping mining method with stopes of 6.1 m x 6.1 m x minimum 1.5 m dimensions.

5. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

6. Geologic modelling was completed by Osisko Development modeling geologist Jody Laing, P.Geo, using Leapfrog Geo software. The 2024 Trixie MRE was completed by Osisko Development chief resource geologist, Daniel Downton, P.Geo using Datamine Studio RM 2.0 software. William Lewis and Alan J. San Martin of Micon International Limited independently reviewed and validated the mineral resource model.

7. The estimate is reported for an underground mining scenario and with USD assumptions. The cut-off grade of 4.32 g/t Au was calculated using a gold price of US$1,750/oz, a CAD: USD exchange rate of 1.3; total mining, processing and G&A costs of US$168.04/imperial ton; a refining cost of US$2.65/ounce; a combined royalty of 4.50%; and an average metallurgical gold recovery of 80%.

8. The stope optimizer algorithm evaluated the resources based on a gold equivalent grade which incorporates the silver grade estimate and assumes a silver price of US$23/oz and metallurgical silver recovery of 45%.

9. Average bulk density values in the mineralized domains were assigned to the T2 (2.955 T/m³), T3 (2.638 T/m³), T4 (2.618 T/m³), Wild Cat, and 40 Fault (2.621 T/m³), and 75-85 (2.617 T/m³) domains.

10. Inverse Distance Squared interpolation method was used with a parent block size of 1.2 m x 2.4 m x 2.4 m.

11. The 2024 Trixie MRE results are presented in-situ. Calculations used metric units (metres, tonnes, g/t). The number of tonnes is rounded to the nearest thousand. Any discrepancies in the totals are due to rounding effects.

12. Neither the Company nor Micon International Limited's qualified persons are aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing or other relevant issue that could materially affect the mineral resource estimate other than disclosed in the 2024 Trixie MRE.

​

Recent Developments at Tintic

In the first quarter of 2025, a small-scale heap leach project was undertaken to process certain tailings and stockpiled material, and small-scale test mining activities were undertaken in the fourth quarter of 2025. In total, these activities resulted in the sale of 6,240 gold ounces in 2025 from the cumulative processing of 22,669 metric tonnes at an average grade of

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Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

11.17 grams per tonne gold and average recoveries of approximately 80%. In Q1 2026, an additional 3% recovery was obtained from processing the material, and the Company sold a further 270 gold ounces.Test mining continued in Q1 2026, with approximately 2,000 tonnes of higher-grade mineralized material stockpiled for direct shipping to a purchaser. Test mining is anticipated to continue in Q2 2026.

The Company cautions that the decision to undertake small-scale underground mining activities and batch vat leaching at the Trixie test mine was made without the benefit of a feasibility study, or reported mineral resources or mineral reserves, demonstrating economic and technical viability, and, as a result there may be increased uncertainty of achieving any particular level of recovery of material or the cost of such recovery. The Company cautions that historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that production will continue as anticipated or at all or that anticipated production costs will be achieved. The failure to continue production may have a material adverse impact on the Company's ability to generate revenue and cash flow to fund operations. Failure to achieve anticipated production costs may have a material adverse impact on the Company's cash flow and potential profitability.

While management continues to evaluate options for the next steps at the Tintic Project, it is expected that limited activities beyond care and maintenance may occur on the Tintic Project from time to time, including any additional direct shipping of mineralized material from the Trixie test mine.

Management continues to organize and assess historical datasets from across the East Tintic district and to maintain site infrastructure and environmental management plans at Trixie. No further drilling activities have been undertaken since the conclusion of the Phase II regional program, which did not return significant intercepts of copper, gold or molybdenum, and no additional exploration or drilling is contemplated for 2025. Any future decision to advance Tintic beyond limited care and maintenance would be contingent on completion of requisite technical work, obtaining any additional permits or approvals as may be required, availability of capital on acceptable terms, and prevailing commodity prices and market conditions. Scientific and technical information for Tintic in this MD&A is supported by and qualified in its entirety by the Tintic Technical Report prepared by independent qualified persons, which should be read in full for the assumptions, qualifications and limitations contained therein.

7.SUSTAINABILITY ACTIVITIES

The Company views sustainability as a key part of its strategy to create value for its shareholders and other stakeholders.

The Company focuses on the following key areas:

● Promoting the mining industry and its benefits to society;

● Promoting the Company's values through our three pillars of Sustainability; Good Neighbor, Engaged Workforce and Environmental Stewardship;

● Developing and maintaining strong relationships with First Nations, stakeholders, the Federal, Provincial and Municipal governments where the Company has activities and projects;

● Supporting the economic development of regions where it operates; and

● Promoting diversity and inclusivity throughout the organization and the mining industry.

The following are a few highlights from each of the projects:

Cariboo Gold Project

● Barkerville relationship with Lhtako Dené Nation since 2015, governed by the latest agreement, the 2020 Life of Project Agreement;

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Osisko Development Corp.	Management's Discussion and Analysis
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​

● Relationship with Williams Lake First Nation ("WLFN") since 2017. On July 5, 2022, Barkerville and WLFN entered into a participation agreement;

● Relationship with Xatśūll First Nation since 2016 although no project agreement has been completed to date;

● Relationship with the District of Wells in British Columbia since 2016, supported by a Support and Benefit agreement signed on October 10, 2025 and a Memorandum of Understanding signed on March 23, 2022 to facilitate discussions for a project agreement;

● Open and transparent dialogue with the Ministry of Mines and Critical Minerals, the Ministry of Environment and Parks, and other relevant Ministries and regulatory bodies to ensure positive relations;

● Upgrade of a water treatment plant at Bonanza Ledge to treat contact water and effluent was completed in December 2025; a second water treatment plant was completed in Q1 2026 and is in final commissioning stages, with full operation expected in Q2 2026;

● Collaboration with the Land Opportunities and Restoration Branch of the BC Ministry of Water Land and Resource Stewardship for the reclamation of the Jack of Clubs Lake mining legacy site, and;

● Funding provided to local organizations within the Wells and Barkerville communities to support various initiatives.

Tintic Project

● Building relationships with the Utah Department of Environmental Quality, Divisions of Air Quality and Water Quality.

● Hosted U.S. Congressman Burgess Owens onsite to help build relationships and to exhibit the critical metals opportunities within Utah at the Tintic Project;

● Sponsored and participated in several Utah Mining Association (“UMA”) events promoting mining in Utah and favorable mining legislation;

● Participation and leadership in several professional organizations including UMA, Women in Mining, and Society for Mining, Metallurgy & Exploration.

● Implementation of environmental management plans for water, storm water and waste management for the Trixie test mine.

● Building relationships with many stakeholders and local providers relating to the activities on the Tintic Project.

● Submission of amendments to the LOM to the Utah Division of Oil, Gas and Mining, and the Groundwater Discharge Permit to the Division of Water Quality.

8.FINANCIAL PERFORMANCE

Consolidated statements of income (loss)

The following table presents summarized statements of loss for the three months ended March 31, 2026 and 2025 (in thousands of dollars). The comparative period was adjusted to exclude Sapuchi operations presented as discontinued activities (refer to section 15 – Discontinued Operations for more details):

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For the three months ended March 31, 2026	​

​

​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	Three months ended
​	​	​	​	March 31,
​	​	​	​	2026	​	2025
​	​	​	​	$	​	$
Revenue	​	(a)	​ ​ ​	2,214	​	—
Operating expenses	​	​		​		​
Cost of sales	​	(a)		(671)		—
Other operating costs	​	(b)		(676)		(8,763)
General and administrative	​	(c)		(10,035)		(6,283)
Impairment of assets	​	(d)	​	(493)	​	(25,793)
Operating loss	​	​		(9,661)		(40,839)
Other expense, net of other income	​	(e)		41,587		7,372
Income (loss) before income taxes	​	​		31,926		(33,467)
Income tax recovery	​	​		291		3
Net income (loss) from continuing activities	​	​	​	32,217	​	(33,464)
Net income (loss) from discontinued activities	​	​	​	28,001	​	(3,866)
Net income (loss)	​	​		60,218		(37,330)

Continuing activities

(a) For the three months ended March 31, 2026, the Company recognized $2.2 million in revenue. In comparison, for the three months ended March 31, 2025, the Company recognized nil revenue. The increase in revenue in Q1 2026 compared to Q1 2025 is primarily attributable to gold sales from the Tintic Project, including from the heap leach operations and direct shipping of mineralized material.

Costs of sales amounting to $0.7 million were recognized in the consolidated statement of income (loss) for the three months ended March 31, 2026 (nil for the three months ended March 31, 2025).

(b) For the three months ended March 31, 2026, other operating costs amounted to $0.7 million (2025 – $8.8 million). Other operating costs in Q1 2025 were significantly higher due to care and maintenance activities at the Cariboo Gold Project and Tintic sites, whereas in Q1 2026 the Company incurred only limited care and maintenance expenditures at the QR Mill site, due to the restart of production mining activities at Tintic in Q4 2025. In Q1 2025, the Cariboo Gold Project also incurred $2.3 million of non-recurrent costs to mine the Cow Bulk Sample.

(c) General and administrative expenses totalled $10.0 million for the three months ended March 31, 2026 (2025 – $6.2 million), including $1.1 million, in share-based compensation expense (2025 – $0.3 million), $3.9 million in salaries and benefits (2025 – $1.6 million) and $5.0 million of administrative expenses (2025 – $4.7 million) such as insurance and legal and other consulting fees. The increase in 2026 is primarily due to higher compensation expense.

(d) For the three months ended March 31, 2026, impairment charges totaled $0.5 million. The impairment in Q1 2025 related to the QR Mill.

(e) For the three months ended March 31, 2026, other expense net of other income amounted to $41.5 million (2025 – $7.3 million). The year-over-year increase of $34.2 million is primarily driven by a significant decrease in the fair value of the warrant liability recognized in Q1 2026, compared to a minimal impact in Q1 2025. This variance reflects both the issuance of additional warrants during 2025, which increased the overall warrant liability base, and more significant movements in the key valuation inputs during Q1 2026 compared to Q1 2025. The increase also reflects higher interest income and unrealized gains in Q1 2026 relative to the prior-year period, as well as a gain on disposal of the Sapuchi project, which is presented within discontinued activities. Refer to "section 15 - Discontinued Operations" of this MD&A for further details.

22

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

9.CASH FLOWS

The following table summarizes the cash flows (in thousands of dollars). Relevant comparative period was adjusted to exclude Sapuchi operations presented as discontinued activities (refer to section 15 – Discontinued Operations for more details):

​	​	​	​	​	​
​	​ ​ ​	Three months ended			​ ​ ​
​	​	March 31,			​
​	​	2026	​ ​ ​	2025	​
​	​	$	​	$	​
Cash flows from continuing operations	​	​		​
Operations	​	(4,572)	​	(13,705)	​
Working capital items	​	6,272	​	2,797	​
Operating activities	​	1,700	​	(10,908)	​
Investing activities	​	(63,322)	​	(14,432)	​
Financing activities	​	225,804	​	(1,945)	​
Change in cash and cash equivalents from continuing operations	​	164,182	​	(27,285)	​
Change in cash from discontinued operations	​	190	​	(1,607)	​
Effects of exchange rate on changes on cash and cash equivalents	​	8,350	​	(164)	​
Increase in cash and cash equivalents	​	172,722	​	(29,056)	​
Cash balance related to asset held for sale	​	(719)	​	—	​
Cash and cash equivalents – beginning of period	​	422,283	​	106,653	​
Cash and cash equivalents – end of period	​	594,286	​	77,597	​

​

Three months ended March 31, 2026 and 2025

Continuing activities

Operating Activities

The net cash flows provided by operating activities from continuing activities in Q1 2026 amounted to $1.7 million, compared to cash flows used in operating activities from continuing activities of $10.9 million in Q1 2025. The cash inflow is primarily due to the variance in working capital items as discussed at section 3 Operations and financial information.

​

Investing Activities

Cash flows used in investing activities from continuing activities amounted to $63.3 million in Q1 2026, compared to $14.4 million in Q1 2025. The increase is primarily due to the ramp-up of operations at the Cariboo Gold Project including: underground development in the Cow and Lowhee zones, Bonanza Ledge water treatment plant expansion, Ballarat Camp expansion, sediment control pond construction, mine waste rock storage facility construction and other pre-construction and detailed engineering activities.

​

Financing Activities

Net cash inflows provided by financing activities from continuing activities amounted to $225.8 million in Q1 2026, compared to cash outflows of $1.9 million in Q1 2025. The increase in cash inflows in Q1 2026 is due to the proceeds from the February 2026 Offering for gross proceeds of US$143.8M ($196.3 million) as well as the proceeds of $36.5M from the exercise of warrants.

9.1.Liquidity and Capital Resources

As at March 31, 2026, the Company has a positive working capital and adjusted working capital⁽²⁾ of $355.1 million and $543.6 million respectively, which includes a cash and cash equivalents balance of $594.3 million. The Company also has an accumulated deficit of $707.2 million and recorded net income of $60.2 million for the three months ended March 31,

⁽²⁾ Refer to section "Non-IFRS Financial Measures".

23

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

2026. This working capital balance excludes the second tranche of the 2025 Financing Facility, which provides for an amount of US$350M and is subject to satisfaction of certain conditions precedent which were not met as at March 31, 2026.

The working capital and adjusted working capital⁽²⁾ as of March 31, 2026, combined with available credit facilities, will not be sufficient to meet the Company's obligations, commitments and forecasted expenditures through March 2027. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast substantial doubt upon the Company's ability to continue as a going concern and, accordingly, has assessed the appropriateness of the use of accounting principles applicable to a going concern. The accompanying unaudited condensed interim consolidated financial statements for the three months ended March 31, 2026 do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption were not appropriate. These adjustments could be material.

In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. In order to execute on its planned activities, the Company will be required to secure additional financing, which may be completed in several ways including, but not limited to, a combination of asset sales, selling investments from its existing portfolio, project debt financing, offtake or royalty financing, equity financing, equipment financing and other capital market alternatives. However, there can be no assurance that the Company will be able to obtain adequate financing in the future, or on terms favourable to the Company.

Significant variations in liquidity and capital resources for the three months ended March 31, 2026, are explained under section 9 – Cash Flows. The Company is dependent upon raising funds in order to fund future capital expenditures and development programs. See section 13. Risks and Uncertainties of this MD&A for more details.

10.FINANCIAL POSITION

​	​	​	​	​	​	​
​	​ ​ ​	​	​	​	​ ​ ​	​
(in thousands of dollars)	​	March 31, 2026	​	December 31, 2025	​	Variance (%)
​	​	$	​	$	​	​
Cash and cash equivalents	​	594,286	​	422,283	​	41%
Amounts receivable	​	5,338	​	9,357	​	(43)%
Inventories	​	12,178	​	7,845	​	55%
Other current assets	​	1,850	​	2,803	​	(34)%
Assets classified as held for sale	​	—	​	37,523	​	(100)%
Total Current Assets	​	613,652	​	479,811	​	28%
Investment in associates	​	13,360	​	15,092	​	(11)%
Other investments	​	30,985	​	15,496	​	100%
Mining interests and property, plant and equipment	​	714,657	​	644,326	​	11%
Exploration and evaluation	​	98,607	​	89,635	​	10%
Other assets	​	26,456	​	17,914	​	48%
Total Assets	​	1,497,717	​	1,262,274	​	19%
Total Current Liabilities	​	258,535	​	331,851	​	(22)%
Long-term debt and lease liabilities	​	148,686	​	137,786	​	8%
Deferred consideration and contingent payments	​	5,548	​	5,364	​	3%
Contract liability	​	4,165	​	4,041	​	3%
Flow-through premium liability	​	7,623	​	8,334	​	(9)%
Environmental rehabilitation provision	​	91,755	​	92,209	​	0%
Total Liabilities	​	516,312	​	579,585	​	(11)%
Total Equity	​	981,405	​	682,689	​	44%
Total Liabilities and Equity	​	1,497,717	​	1,262,274	​	19%

​

24

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

The Company's cash and cash equivalents balance on March 31, 2026 increased from the amount held on December 31, 2025, as described in section 9 – Cash Flows. The increase in cash and cash equivalents in Q1 2026 is mainly due to the gross proceeds from the February 2026 Offering totaling $196.3 million and the exercise of warrants with proceeds of $36.5 million, partially offset by the construction spending at Cariboo Gold Project and general and administrative expenses.

​

Accounts receivable decreased, primarily due to lower gold sales receivable from the Tintic Project.

​

The inventories increase is driven by the production mining activities at Tintic in Q1 2026, increasing the Trixie mine stockpile value by $3.6 million.

​

The increase in other investments is primarily attributable to the recognition of Axo shares received as consideration in connection with the disposal of the Company’s interest in the Sapuchi project in Q1 2026 (refer to "section 15 – Discontinued Operations" of this MD&A for further details).

​

Assets classified as held for sale decreased to nil at March 31, 2026, as the Sapuchi project sale was completed on January 27, 2026. Refer to “section 15 – Discontinued Operations” for further details.

​

The increase in mining interests and property, plant and equipment is mainly due to the additions related to the Cariboo Gold Project underground development and the pre-construction and detailed engineering work.

​

The increase in exploration and evaluation asset is mainly due to the additions related to the Cariboo Deep surface drilling campaign and the Cariboo other regional surface drilling campaign.

​

Other assets increased primarily due to higher prepaid expenses and deposits in Q1 2026 compared to Q4 2025, due to prepayments done for certain long lead items for the Cariboo Gold Project.

​

The decrease in current liabilities is mainly due to the decrease in the fair value of the warrant liability, reflecting a slight reduction in the Company's share price and a reduction in the remaining time to expiry of the warrants. Additionally, the decrease is partly attributable to the removal of Sapuchi's liabilities, which were classified as liabilities associated with assets held for sale as at December 31, 2025, and have since been derecognized following the disposal of the Sapuchi project in Q1 2026 (refer to "section 15 – Discontinued Operations" of this MD&A for further details).

​

The increase in long-term debt is due to the additions to mining equipment financings, as well as the Appian capitalized interest.

​

10.1.Investment in associates and other investments

The Company's assets include a portfolio of shares, mainly of Canadian publicly traded exploration and development mining companies. The Company may, from time to time and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.

Fair value of marketable securities

The following table presents the carrying value and fair value of the remaining investments in marketable securities as at March 31, 2026 and December 31 2025 (in thousands of dollars):

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	March 31, 2026			​ ​ ​	December 31, 2025
​	​	Carrying	​ ​ ​	Fair	​	Carrying	​ ​ ​	Fair
Investments	​	value(i)	​	value(ii)	​	value(i)	​	value(ii)
​	​	$	​	$	​	$	​	$
Associates	​	13,360		25,328		15,092		29,173
Other	​	30,985		30,985		15,496		15,496
​	​	44,345		56,313		30,588		44,669

​

25

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

(i) The carrying value corresponds to the amount recorded on the consolidated statement of financial position, which is the equity method for investments in associates and the fair value for the other investments, as per IFRS 9, Financial Instruments.

(ii) The fair value corresponds to the quoted price of the investments on a recognized stock exchange or the share price of the most recent private placement for private companies, for the respective period.

Main Investments

The following table presents the main investments of the Company in marketable securities as at March 31, 2026:

​	​	​	​	​
​	​ ​ ​	Number of	​ ​ ​	​
Company	​	Shares Held	​	Ownership
​	​	​	​	%
Falco Resources Limited (associate)		54,925,240		15.7%

​

Falco Resources Limited

Falco Resource Limited (“Falco”)'s main asset is the Horne 5 gold project, for which the summarized results of an updated feasibility study were released on March 24, 2021. In January 2024, Falco announced that it had entered into an operating license and indemnity agreement (the "OLIA") with Glencore Canada Corporation (“Glencore”) pursuant to which, Glencore granted Falco, subject to terms and conditions contained in the OLIA, a license to utilize a portion of its lands in which Falco will use to develop and operate the Horne 5 gold project.

As at March 31, 2026, the Company holds 54,925,240 common shares representing a 15.7% interest in Falco (15.7% as at December 31, 2025). The Company concluded that it exercises a significant influence over Falco and accounts for its investment using the equity method.

On March 3, 2025, Falco announced that it had received a letter from the Québec Ministry of Environment regarding its Horne 5 Project. The Ministry raised concerns about the air quality modeling submitted by Falco, specifically its compliance with section 197 of the Clean Air Regulations (“CAR”). The Ministry asserts that the project's atmospheric dispersion modeling does not conform to CAR and could increase contaminant concentrations in the air of Rouyn-Noranda. Falco disagrees, stating that their modeling shows minimal contributions to atmospheric emissions, well below regulatory limits.

​

The Ministry's interpretation of CAR could prevent the development of any project in regions where ambient air contaminants exceed regulatory limits. Additionally, the Ministry highlighted other environmental concerns, including the preservation of water quality and the location of mine tailings management facilities.

​

On January 21, 2026, Falco announced that it was advancing through the final stages of project environmental acceptability and towards the receipt of the Québec ministerial decree. Subsequently, on April 21, 2026, Falco announced the launch of a high-resolution heliborne magnetic survey over the western portion of its landholdings in the Noranda Mining Camp, following the identification of several priority exploration targets.

10.2.Financings

For a breakdown of the Company's use of proceeds, refer to Summary of Use of Proceeds from Financings below.

On February 3, 2026, the Company completed a prospectus offering (announced January 26, 2026) of Common Shares. The February 2026 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 February 2026 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 approximately US$143.8 million (C$196.3 million), including the exercise in full by the Underwriters of their over-allotment option.

26

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Prior years’ financings

2025 October Private Placement

On October 29, 2025, the Company completed a private placement offering of 15,409,798 Common Shares for aggregate gross proceeds of approximately $82.5 million. The offering is comprised of the following issuances:

•LIFE Offering: issuances made pursuant to the "listed issuer financing exemption" available under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption in each of the provinces and territories of Canada, in three tranches:

● 2,990,000 Common Shares that will qualify as "flow-through shares" ("FT Shares") within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") at a price of C$6.69 per FT Share for gross proceeds of approximately $20.0 million;

● 1,444,000 Common Shares to certain eligible British Columbia resident subscribers (the "BC FT Shares") that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Tax Act at a price of C$6.93 per BC FT Share for gross proceeds of approximately $10.0 million; and

● 4,182,000 Common Shares at a price of $4.78 per Common Share for gross proceeds of approximately $10.0 million.

•Concurrent Private Placement: 6,793,798 Common Shares at a price of C$4.78 per Common Share for gross proceeds of approximately $32.5 million.

2025 August Private Placement

On August 15, 2025, the Company completed a “bought deal” brokered private placement of 58,560,000 units of the Company at a price of US$2.05 per unit for aggregate gross proceeds of US$120.0 million (the “2025 August Brokered Private Placement”). Concurrently with the brokered private placement, the Company completed a non-brokered private placement of 40,505,330 units at a price of US$2.05 for aggregate gross proceeds of approximately US$83.0 million (the “2025 August Non-Brokered Private Placement” and, together with the 2025 August Brokered Private Placement, the “2025 August Private Placement”). Each unit consists of one Common Share and one-half of one Common Share purchase warrant of the Company. Each whole warrant entitles the holder to acquire one Common Share at an exercise price of US$2.56 for a period of 24 months following the closing date. At any time following the 15-month anniversary of the closing date, if the closing price of the Common Shares exceeds the exercise price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the warrants to a date that is 30 days after the date of such notice.

2025 Financing Facility

On July 21, 2025, the Company entered into a credit agreement with Appian with respect to a senior secured project loan credit facility totalling US$450.0 million for the development and construction of the Cariboo Gold Project (the “2025 Financing Facility”). The 2025 Financing Facility is structured in two tranches aligned with the Cariboo Gold Project’s planned development timeline. On July 21, 2025, an initial draw of US$100.0 million ($137.2 million) was completed. Subsequent draws of US$350.0 million, to be drawn in up to four tranches, will be available for a period of up to 36 months subject to the satisfaction of certain project milestones and other customary conditions.

For details on prior offerings from 2022 and 2023, of which there are no remaining proceeds, please refer to the Company's public disclosure on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile, including the management's discussion and analysis for the three months ended March 31, 2025.

27

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​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Summary of Use of Proceeds from Prior Financings

As at March 31, 2026 (in millions of dollars)

​	​	​	​
​	Prior / Current	Actual	​
Description	Disclosure(1)	Spent	Remaining
​	​	​	​
2026 – Warrant Exercise (Financing Facility)	$24.9	$0.0	$24.9
Construction & exploration activities - CGP & Corporate G&A	​	​	​
2026 – Bought Deal	$196.3	$0.0	$196.3
Infill conversion drilling & at depth exploration - CGP	​	​	​
2025 - October Private Placement	$82.5	$2.6	$79.9
Construction & exploration activities - CGP & Corporate G&A	​	$2.6	​
2025 - August Brokered Private Placement	$165.7	$0.0	$165.7
Construction activities - CGP & Corporate G&A	​	​	​
2025 - August Non-Brokered Private Placement	$114.6	$19.7	$94.9
Construction activities - CGP & Corporate G&A	​	$19.7	​
2025 - Financing Facility	$137.2	$137.2	$nil
Construction activities - CGP	​	$103.0	​
Debt repayment	​	$34.2	​
2024 – Brokered Private Placement	$80.0	$80.0	$nil
Corporate G&A & working capital	​	$51.8	​
Debt repayment	​	$28.2	​
​	​	​	​

Notes:

1 Amounts presented are on a gross basis.

2 As outlined above, the Credit Facility was repaid in connection with the initial draw under the 2025 Financing Facility.

​

11.SUMMARY OF QUARTERLY RESULTS

Selected financial results for the previous quarters reported, which have been derived from the financial statements prepared in accordance with IFRS are shown in the table below (in thousands of dollars, except per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Q1 2026

​

Q4 2025

​

Q3 2025

​

Q2 2025

​

Q1 2025

​

Q4 2024

​

Q3 2024

​

Q2 2024

​

Q1 2024

​

Revenues

2,214

​

24,210

​

4,409

​

6,859

​

—

​

—

​

161

​

2,632

​

1,767

Net income (loss)

60,218

​

66,004

​

(150,282)

​

(47,404)

​

(37,330)

​

(15,812)

​

(33,864)

​

(28,680)

​

(7,988)

Net income (loss) per share

0.21

​

0.26

​

(0.80)

​

(0.35)

​

(0.27)

​

(0.13)

​

(0.40)

​

(0.34)

​

(0.09)

Net income (loss) diluted per share

0.19

​

0.24

​

(0.80)

​

(0.35)

​

(0.27)

​

(0.13)

​

(0.40)

​

(0.34)

​

(0.09)

​

The Company recorded impairment charges during certain of the previous quarters. An impairment charge of $25.8 million related to the QR Mill, $5.4 million for certain individual assets at the Cariboo Gold Project and $138.4 million mainly related to the Tintic Project were respectively recorded in Q1 2025, Q1 2024 and Q4 2023. In addition to impairment charges described above, net loss for each of the quarters reported are impacted by changes in fair value of warrants liability and fluctuation in foreign exchange rates.

​

​

12.TRANSACTIONS BETWEEN RELATED PARTIES

Please refer to details on the related party transactions in Note 31 of the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024. There were no significant changes during the three months ended March 31, 2026.

13.COMMITMENTS AND CONTRACTUAL OBLIGATIONS

As of March 31, 2026, the Company had the following minimum contractual obligations and commitments (in thousands of dollars):

28

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​	​	​	​	​	​
​	​ ​ ​	Total(1)	​ ​ ​	Less than 1 year	​	1‑2 years	​	More than 3 years
Accounts payable and accrued liabilities	​	51,689	​	51,689	​	—	​	—
Lease obligations	​	3,547	​	1,451	​	2,096	​	—
Mining equipment financings (Principal)	​	16,314	​	6,124	​	9,631	​	559
Financing Facility (Principal) (2)	​	137,286	​	—	​	137,286	​	—
Deferred consideration(3) and contingent payments	​	9,033	​	3,485	​	3,485	​	2,063
Purchase obligations	​	2,435	​	2,435	​	—	​	—
Capital commitments	​	180,332	​	118,678	​	48,904	​	12,750
Total	​	400,636	​	183,862	​	201,402	​	15,372
​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​

Notes:

(1) The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact.

(2) In connection with the initial draw of US$100.0 million under the 2025 Financing Facility in July 2025, the Company repaid entirely the outstanding amount of US$25.0 million ($34.2 million).

(3) The deferred consideration obligation of US$5.0 million ($6.8 million) can be settled in cash or by issuing the equivalent number of Common Shares at the applicable settlement dates.

​

14.SEGMENTED DISCLOSURE

The Company operates under a single operating segment, being the acquisition, exploration and development of mineral properties. The assets related to the exploration, evaluation and development of mining projects are located in Canada (Barkerville) and in USA (Tintic) and are detailed as follow as at March 31, 2026 (in thousands of dollars):

Non-Current Assets

​	​	​	​	​	​	​
​	​	March 31, 2026
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
​	​	$	​	$	​	$
Other assets (non-current)	​	26,405	​	51	​	26,456
Mining interests and property, plant and equipment	​	660,436	​	54,221	​	714,657
Exploration and evaluation	​	13,418	​	85,189	​	98,607
Total non-current assets (excluding investments)	​	700,259		139,461		839,720

​

​

​	​	​	​	​	​	​
​	​	December 31, 2025
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
​	​ ​ ​	$	​ ​ ​	$	​ ​ ​	$
Other assets (non-current)	​	15,791	​	2,123	​	17,914
Mining interests and property, plant and equipment	​	588,776	​	55,550	​	644,326
Exploration and evaluation	​	6,091	​	83,544	​	89,635
Total non-current assets (excluding investments)	​	513,144	​	149,700	​	751,875

29

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

​

Mining Interests and Property, Plant and Equipment

​	​	​	​	​	​	​
​	​	March 31, 2026
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
​	​	$	​	$	​	$
Compensation	​	11,815	​	6,369		18,184
Exploration, including drilling	​	73,915	​	—		73,915
Consulting expenditures	​	87,321	​	1,039		88,360
Acquisition cost	​	258,152	​	169,175		427,327
Asset retirement obligation	​	37,825	​	3,209		41,034
Depreciation	​	12,292	​	581		12,873
Mining tax credits	​	(12,979)	​	—		(12,979)
Impairment	​	(84,344)	​	(160,484)		(244,828)
Other	​	105,822	​	18,531		124,353
Mining interest	​	489,819	​	38,420	​	528,239
Property, plant and equipment	​	170,617	​	15,801	​	186,418
Total	​	660,436	​	54,221	​	714,657

​

​	​	​	​	​	​	​
​	​	December 31, 2025
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
​	​	$	​	$	​	$
​	​	​	​	​	​
Compensation	​	10,744	​	6,369		17,113
Exploration, including drilling	​	71,416	​	—		71,416
Consulting expenditures	​	86,437	​	1,006		87,443
Acquisition cost	​	258,152	​	169,175		427,327
Asset retirement obligation	​	37,959	​	3,465		41,424
Depreciation	​	10,785	​	1,867		12,652
Mining tax credits	​	(12,979)	​	—		(12,979)
Impairment	​	(84,344)	​	(160,484)		(244,828)
Other	​	87,934	​	17,886		105,820
Mining interest	​	466,104	​	39,284	​	505,388
Property, plant and equipment	​	122,673	​	16,265	​	138,938
Total	​	588,777	​	55,549	​	644,326

​

​

​	​	​	​	​	​	​
​	​ ​ ​	Canada	​ ​ ​	USA	​ ​ ​	Total
For the three months ended March 31, 2026	​	$	​	$	​	$
Revenues	​	—	​	2,214	​	2,214
Cost of sales	​	—	​	(671)	​	(671)
Other operating costs	​	(676)	​	—	​	(676)
General and administrative	​	(10,214)	​	179	​	(10,035)
Impairment of assets	​	(493)	​	—	​	(493)
Operating (loss) income from continuing activities	​	(11,383)		1,722		(9,661)
​	​	​	​	​	​	​
​	​	Canada	​ ​ ​	USA	​ ​ ​	Total
For the three months ended March 31, 2025	​	$	​	$	​	$
Revenues	​	—	​	—	​	—
Cost of sales	​	—	​	—	​	—
Other operating costs	​	(7,054)	​	(1,709)	​	(8,763)
General and administrative	​	(5,261)	​	(1,022)	​	(6,283)
Impairment of assets	​	(25,793)	​	—	​	(25,793)
Operating loss from continuing activities	​	(38,108)	​	(2,731)	​	(40,839)

30

Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

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15.DISCONTINUED OPERATIONS

On January 27, 2026, the Company completed the sale of its 100% interest in the San Antonio Gold Project, held through Sapuchi Minera, to Axo. At closing, the Company received 15,325,841 common shares of Axo, representing 9.99% of Axo's outstanding shares on a non-diluted basis, as well as an additional 2,363,516 Axo common shares pursuant to an anti-dilution provision triggered by a qualifying financing. The Company is also entitled to certain contingent deferred payments in connection with the sale, including a cash payment equal to 70% of any Mexican VAT refund relating to periods ending on or before closing.

​

The fair value of the consideration received at disposal was estimated at approximately $15.6 million. This amount comprises $11.8 million attributable to the Axo common shares received at closing, measured based on Axo’s market price on the closing date; $2.2 million related to the additional Axo shares issued pursuant to the qualifying financing anti‑dilution provision; and $1.6 million representing the Company’s estimated recoverable portion of Mexican VAT receivable associated with periods up to the closing date.

​

As a result of the closing, the assets and liabilities of the disposal group were derecognized from the Company’s consolidated statement of financial position.

The San Antonio Gold Project has been classified as a discontinued operation as it represents a separate geographical area of operations for the Company, located in Mexico, and its activities can be clearly distinguished operationally and for financial reporting purposes from the Company’s other operations.

Net income from discontinued operations includes (i) a loss of approximately $0.5 million generated by Sapuchi’s operating results up to the date of disposal, (ii) a gain on disposal of approximately $37.3 million, representing the difference between the fair value of consideration received and the carrying value of Sapuchi’s net assets at the disposal date, and (iii) a loss of approximately $8.7 million resulting from the reclassification of the cumulative translation adjustment from other comprehensive income to profit or loss upon disposal. The net gain on disposal is non-recurring in nature and is not expected to repeat in future periods.

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The following tables summarize the financial information related to San Antonio at disposal date:

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Summarized balance sheet

​	​	​
​	​ ​ ​	2026
​		$
​	​	​
Current assets	​	4,224
Non-current assets	​	35,221
Total assets held for sale	​	39,445
​	​	​
Current liabilities	​	5,693
Non-current liabilities	​	55,433
Total liabilities associated with assets held for sale	​	61,126

​

​

SAs a result of the closing of the transaction, all assets and liabilities of Sapuchi were derecognized, and no assets or liabilities related to Sapuchi are included in the Company’s consolidated statement of financial position as of March 31, 2026.

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16.OFF-BALANCE SHEET ITEMS

There are no significant off-balance sheet arrangements, other than contractual obligations and commitments mentioned above.

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Table of Contents

​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

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17. RISKS AND UNCERTAINTIES

The Company's activities, being the acquisition, exploration, and development of mineral properties in Canada and worldwide, are speculative and involve a high degree of risk. Certain factors, including but not limited to, unforeseen geological conditions; changes to mine plan optimization; equipment failures; shortages of skilled labour and contractors; increases in the cost of materials, equipment or energy; design modifications; delays related to permitting or receipt of government approvals; adverse weather or climate conditions; and community, Indigenous or other stakeholder opposition, could materially affect the Company's financial condition, costs and development timelines (including those outlined in section 6 – Exploration and Evaluation / Mining Development Activities), and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or relating to the Company. Refer to the "Cautionary Note Regarding Forward-Looking Information" section for more information.

In addition, the development of mining projects often requires substantial capital expenditures, and delays or cost overruns may require the Company to seek additional financing, which may not be available on favourable terms or at all. If the Company is unable to complete construction and development of the Cariboo Gold Project on a timely and cost-effective basis, or if operating performance following commissioning is materially lower than expected, the project may fail to achieve anticipated economic results. Any such events could have a material adverse effect on the Company's business, financial condition and results of operations.The Readers should carefully consider these risks as well as the information disclosed herein and, in the Company's most recent audited consolidated financial statements for the years ended December 31, 2025 and 2024.

The Company's view of risks is not static, and readers are cautioned that there can be no assurance that all risks to the Company, at any point in time, can be accurately identified, assessed as to significance or impact, managed or effectively controlled or mitigated. There may be additional new or elevated risks to the Company that are not described herein.

For a comprehensive discussion of the risk factors that may affect the Company, its business operations and financial performance, refer to the risk disclosure under the heading "Risk Factors" contained in the Company's annual information form dated March 27, 2026, for the year ended December 31, 2025 (the "AIF"), which disclosure is hereby incorporated by reference herein. The AIF and other publicly filed disclosure regarding the Company, are available electronically on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile.

18.DISCLOSURE CONTROLS, PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in reports filed with the securities regulatory authorities is recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. Management regularly reviews disclosure controls and procedures; however, they cannot provide an absolute level of assurance because of the inherent limitations in control systems to prevent or detect all misstatements due to error or fraud. The Chief Executive Officer and Chief Financial Officer, along with management, have evaluated and concluded that the Company’s disclosure controls and procedures were effective and appropriately designed as at March 31, 2026.

Management’s Report on Internal Control over Financial Reporting

The Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining internal controls over financial reporting. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Under the supervision of the Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making the assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013), issued by the

32

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​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

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Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Chief Executive Officer and Chief Financial Officer, together with Management, have evaluated whether there were changes to the ICFR during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR. No such changes were identified through their evaluation.

Limitations of Controls and Procedures

Management, including the Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the reality judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

19.BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

Please refer to the basis of presentation and statement of compliance in Note 2 of the Company's unaudited condensed interim consolidated financial statements for the period ended March 31, 2026.

20.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.

Critical accounting estimates and assumptions as well as critical judgments in applying the Company’s accounting policies are detailed in the audited consolidated financial statements for the years ended December 31, 2025 and 2024.

21.FINANCIAL INSTRUMENTS

All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the unaudited condensed interim consolidated financial statements for the period ended March 31, 2026.

22.TECHNICAL INFORMATION

Scientific and technical information in this MD&A relating to the Cariboo Gold Project and the 2025 FS on the Cariboo Gold Project is supported by the full text of the Cariboo Technical Report. A copy of the Cariboo Technical Report is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company's issuer profile. Each of the authors of the Cariboo Technical Report is a "qualified person" and "independent" of the Company within the meaning of NI 43-101.

33

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​	​
Osisko Development Corp.	Management's Discussion and Analysis
For the three months ended March 31, 2026	​

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Scientific and technical information in this MD&A relating to the Tintic Project is supported and qualified in its entirety by the full text of the Tintic Technical Report. A copy of the Tintic Technical Report is available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the Company's issuer profile. Each of the authors of the Tintic Technical Report is a "qualified person" and "independent" of the Company within the meaning of NI 43-101.

This MD&A uses the terms measured, indicated, and inferred mineral resources as a relative measure of the level of confidence in the resource estimate, as well as probable mineral reserves (and not proven mineral reserves) as a relative measure of confidence in the mineral reserve estimate. Readers are cautioned that mineral resources are not economic mineral reserves and that the economic viability of mineral resources that are not mineral reserves has not been demonstrated. The estimate of mineral resources may be materially affected by geology, environmental, permitting, legal, title, socio-political, marketing, or other relevant issues. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to an indicated or measured mineral resource category. The mineral resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM Definition Standards on Mineral Resources and Mineral Reserves" incorporated by reference into NI 43-101. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except for a preliminary economic assessment as defined under NI 43-101. Readers are cautioned not to assume that further work on the stated resources will lead to mineral reserves that can be mined economically.

For readers to fully understand the information in the Cariboo Technical Report and Tintic Technical Report, reference should be made to the full text of the Cariboo Technical Report and Tintic Technical Report, respectively, in their entirety, including all assumptions, qualifications and limitations thereof. The Cariboo Technical Report and Tintic Technical Report are intended to be read as a whole, and sections should not be read or relied upon out of context.

The scientific, geological, and technical information contained in this MD&A has been reviewed and approved by Scott Smith, P.Geo., Vice President - Exploration of Osisko Development, who is a "qualified person" within the meaning of NI 43-101.

23.SHARE CAPITAL STRUCTURE

As of the date of this MD&A, the following number of Common Shares of the Company and other securities of the Company exercisable for Common Shares of the Company are outstanding:

​	​	​
Securities	​ ​ ​	Common shares on exercise
Common shares	​	304,721,378
Stock options	​	6,268,195
RSUs	​	3,006,600
DSUs	​	817,797
Warrants	​	115,645,398
Fully diluted share capital	​	430,459,368

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24.APPROVAL

The Board of Directors oversees Management's responsibility for financial reporting and internal control systems through its Audit Committee. The Audit Committee meets quarterly with Management and with Company’s independent auditors to review the scope and results of the annual audit and quarterly reviews, respectively, and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders. The Board of Directors has approved the unaudited condensed interim consolidated financial statements, and the disclosure contained in this MD&A as of May 11, 2026.

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Exhibit 99.3

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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I, Sean Roosen, Chair of the Board and Chief Executive Officer of Osisko Development Corp., certify the following:

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1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Osisko Development Corp. (the “issuer”) for the interim period ended  March 31, 2026.

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2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

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4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

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5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

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(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

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(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

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(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

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(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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5.2 ICFR – material weakness relating to design: N/A

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5.3 Limitation on scope of design: N/A

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6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026, and ended on March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

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​	​	​
Date:	May 11, 2026	​
​	​	​
​	/s/ Sean Roosen	​
​	Sean Roosen	​
​	Chair of the Board and Chief Executive Officer	​

​

Exhibit 99.4

​

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

​

I, Alexander Dann, Chief Financial Officer and Vice President, Finance of Osisko Development Corp., certify the following:

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1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Osisko Development Corp. (the “issuer”) for the interim period ended March 31, 2026.

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2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

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4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

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5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

​

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

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(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

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(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

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(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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5.2 ICFR – material weakness relating to design: N/A

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5.3 Limitation on scope of design: N/A

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6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026, and ended on March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

​

​

​	​	​
Date:	May 11, 2026	​
​	​	​
​	/s/ Alexander Dann	​
​	Alexander Dann	​
​	Chief Financial Officer and Vice President, Finance	​

​

FAQ

How did Osisko Development (ODV) perform financially in Q1 2026?

Osisko Development reported net income of $60.2 million for Q1 2026, compared with a loss in 2025. Revenue was $2.2 million, and the company recorded an operating loss of $9.7 million, with profits driven mainly by non-cash fair value gains and a disposal gain.

What is driving Osisko Development’s Q1 2026 profit compared with the prior year?

The Q1 2026 profit is mainly due to a $32.9 million gain from revaluing the warrant liability and $28.0 million net income from discontinued operations. Core operations still generated a $9.7 million operating loss despite the company’s first reported revenues of $2.2 million.

What is Osisko Development’s cash and working capital position as of March 31, 2026?

As of March 31, 2026, Osisko Development held $594.3 million in cash and cash equivalents and had working capital of $355.1 million. Adjusted working capital, which adds back the current warrant liability, was $543.6 million, supported by a February 2026 bought-deal financing.

Why does Osisko Development disclose going concern uncertainty in Q1 2026?

Management states that current working capital and available credit facilities will not cover obligations, commitments and forecast expenditures through March 2027. This creates material uncertainties that may cast substantial doubt on Osisko Development’s ability to continue as a going concern under its existing capital structure.

What are the key economics of Osisko Development’s Cariboo Gold Project feasibility study?

The 2025 feasibility study shows an after-tax NPV5% of $943 million and IRR of 22.1% at US$2,400/oz gold. It contemplates a 10-year mine life, average annual gold production of 190,000 ounces and life-of-mine all-in sustaining costs of about US$1,157/oz.

What did Osisko Development do with the San Antonio Gold Project in Mexico?

On January 27, 2026, Osisko Development closed the sale of its San Antonio Gold Project to Axo Copper Corp.. It received Axo shares valued at about $14.0 million plus an estimated $1.6 million VAT recovery, recognizing a gain on disposal within discontinued operations.

How much equity did Osisko Development raise in the February 2026 financing?

In February 2026, Osisko Development issued 40,607,650 common shares at US$3.54 each for gross proceeds of approximately US$143.8 million ($196.3 million). Share issuance costs of about $10.3 million were recorded as a reduction of share capital.

Filing Exhibits & Attachments

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• EX-99.1 EX-99.1 1.1 MB
• EX-99.2 EX-99.2 919.5 KB
• EX-99.3 EX-99.3 46.9 KB
• EX-99.4 EX-99.4 46.3 KB