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Condire Acquires 23.9M ODV Share-Equivalents; Warrants Add 4.7M Shares

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Condire entities acquired a package of Osisko Development Corp. securities totaling 23,879,902 common-share equivalents, representing 9.9% of the outstanding common shares based on the filing. On August 15, 2025, Condire Resource purchased 8,777,618 units for $17,994,117 and Condire Alpha purchased 622,382 units for $1,275,883; each unit consisted of one common share and one-half of an "August Warrant" at a unit price of $2.05. The August Warrants are exercisable for an aggregate of 4,700,000 shares at $2.56 per share until August 15, 2027. Separately, on June 30, 2025, Condire Alpha bought 158,000 warrants at a weighted average price of $0.5559 for $119,685. All holdings are subject to a "Blocker Agreement" that caps combined Condire holdings at 9.99% of outstanding shares. The reporting persons state the securities were acquired for investment purposes and currently have no plans that would effect control actions, while reserving the right to change their investment intent.

Positive

  • Significant economic stake: Reporting persons hold 23,879,902 share-equivalents representing 9.9% of ODV based on the filing calculation.
  • Clear financing: Purchases were financed with working capital and paid in cash, totaling $19,269,999 for units and $119,685 for warrants.
  • Warrants provide upside: August Warrants are exercisable for an aggregate of 4,700,000 shares at $2.56 until August 15, 2027.

Negative

  • Blocker restricts ownership: A Blocker Agreement limits combined Condire holdings to 9.99%, constraining potential control or larger stakes.
  • Potential dilution: Exercise of warrants could increase share count and affect ownership percentages depending on timing and exercise.
  • No present plans to influence management: Reporting persons state acquisitions were for investment purposes and currently disavow plans for governance actions.

Insights

TL;DR: Condire increased its economic exposure to ODV to 9.9% via purchases and warrants, constrained by a 9.99% blocker and labeled for investment purposes.

The transaction is material due to size: 23,879,902 share-equivalents equals 9.9% of the company on the filing basis, backed by cash purchases totaling $19,269,999 for units plus $119,685 for earlier warrants. The August Warrants convert into 4.7 million shares at $2.56, providing potential additional dilution if exercised. The Blocker Agreement legally constrains combined Condire holdings to below a 10% threshold, limiting any immediate control intent while preserving economic upside. This is a strategic, non-control stake with liquidity and exercise-price details disclosed; investors should note potential future share issuance if warrants are exercised but must refer to the actual Blocker Agreement and Warrant Indenture for legal terms.

TL;DR: Large passive stake capped by a blocker suggests an investment-led approach without present governance intentions.

The filing explicitly states the acquisitions were for investment purposes and disclaims present plans for corporate actions. The 9.9% reported position is meaningful yet intentionally kept below the 10% threshold by contract, reducing immediate governance/control implications under typical ownership-trigger rules. The presence of managing members and GP entities as indirect beneficial owners is disclosed, clarifying the ownership chain. For governance impact, the Blocker Agreement and Warrant Indenture attached as exhibits will determine whether future exercise or additional purchases could alter influence; those documents should be reviewed for transfer or aggregation mechanics.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
These shares are held (or issuable upon the exercise of warrants held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. As such, Condire Management may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha. Calculation is based upon (i) 138,044,767 Shares outstanding as of August 12, 2025, per the Management's Discussion and Analysis for the three and nine months ended June 30, 2025, filed by the Issuer with the SEC on August 13, 2025, (ii) 58,560,000 Shares underlying units sold in the "bought deal" brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, (iii) 40,505,330 Shares underlying units sold in the non-brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, and (iv) 1,927,968 Shares issuable upon the exercise of warrants held by Condire Resource and Condire Alpha, which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to 9.99% of the then-outstanding common shares of the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
These shares are held (or issuable upon the exercise of warrants held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management. As such, Condire Management GP may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha. Calculation is based upon (i) 138,044,767 Shares outstanding as of August 12, 2025, per the Management's Discussion and Analysis for the three and nine months ended June 30, 2025, filed by the Issuer with the SEC on August 13, 2025, (ii) 58,560,000 Shares underlying units sold in the "bought deal" brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, (iii) 40,505,330 Shares underlying units sold in the non-brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, and (iv) 1,927,968 Shares issuable upon the exercise of warrants held by Condire Resource and Condire Alpha, which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to 9.99% of the then-outstanding common shares of the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
These shares are held (or issuable upon the exercise of warrants held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management, and Ryan E. Schedler is a managing member of Condire Management GP. As such, Mr. Schedler may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha. Calculation is based upon (i) 138,044,767 Shares outstanding as of August 12, 2025, per the Management's Discussion and Analysis for the three and nine months ended June 30, 2025, filed by the Issuer with the SEC on August 13, 2025, (ii) 58,560,000 Shares underlying units sold in the "bought deal" brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, (iii) 40,505,330 Shares underlying units sold in the non-brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, and (iv) 1,927,968 Shares issuable upon the exercise of warrants held by Condire Resource and Condire Alpha, which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to 9.99% of the then-outstanding common shares of the Issuer.


SCHEDULE 13D




Comment for Type of Reporting Person:
These shares are held (or issuable upon the exercise of warrants held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management, and Bradley J. Shisler is a managing member of Condire Management GP. As such, Mr. Shisler may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha. Calculation is based upon (i) 138,044,767 Shares outstanding as of August 12, 2025, per the Management's Discussion and Analysis for the three and nine months ended June 30, 2025, filed by the Issuer with the SEC on August 13, 2025, (ii) 58,560,000 Shares underlying units sold in the "bought deal" brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, (iii) 40,505,330 Shares underlying units sold in the non-brokered private placement that closed on August 15, 2025, per the Form 6-K filed by the Issuer with the SEC on August 15, 2025, and (iv) 1,927,968 Shares issuable upon the exercise of warrants held by Condire Resource and Condire Alpha, which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to 9.99% of the then-outstanding common shares of the Issuer.


SCHEDULE 13D


Condire Management, LP
Signature:/s/ Ryan E. Schedler
Name/Title:Ryan E. Schedler, Managing Member of Condire Management GP Holdings, LLC, the General Partner of Condire Management, LP
Date:08/19/2025
Signature:/s/ Bradley J. Shisler
Name/Title:Bradley J. Shisler, Managing Member of Condire Management GP Holdings, LLC, the General Partner of Condire Management, LP
Date:08/19/2025
Condire Management GP Holdings, LLC
Signature:/s/ Ryan E. Schedler
Name/Title:Ryan E. Schedler, Managing Member
Date:08/19/2025
Signature:/s/ Bradley J. Shisler
Name/Title:Bradley J. Shisler, Managing Member
Date:08/19/2025
Ryan E. Schedler
Signature:/s/ Ryan E. Schedler
Name/Title:Ryan E. Schedler
Date:08/19/2025
Bradley J. Shisler
Signature:/s/ Bradley J. Shisler
Name/Title:Bradley J. Shisler
Date:08/19/2025

FAQ

What stake does Condire hold in Osisko Development Corp. (ODV)?

The filing reports Condire-related persons beneficially own 23,879,902 share-equivalents, equal to 9.9% of ODV on the stated basis.

How much did Condire pay for the units acquired on August 15, 2025?

Condire Resource paid $17,994,117 for 8,777,618 units and Condire Alpha paid $1,275,883 for 622,382 units at $2.05 per unit.

What are the economics and expiry of the August Warrants?

August Warrants are exercisable for an aggregate of 4,700,000 shares at an exercise price of $2.56 per share until August 15, 2027.

Does Condire intend to seek control of ODV?

The filing states the securities were acquired for investment purposes and the Reporting Persons have no present plans to pursue actions described in Item 4, though they reserve the right to change intent.

What is the Blocker Agreement and how does it affect ownership?

The Blocker Agreement limits combined Condire holdings to 9.99% of then-outstanding common shares, preventing the Reporting Persons from exceeding that threshold as described in the filing.
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