Mr. Sean Roosen reports

OSISKO DEVELOPMENT SECURES US$50 MILLION FUNDING TO COMMENCE UNDERGROUND DEVELOPMENT AT CARIBOO GOLD PROJECT

Osisko Development Corp. has entered into a credit agreement with National Bank of Canada (the lender) providing for a $50-million (U.S.) delayed draw term loan, through its wholly owned subsidiary, Barkerville Gold Mines Ltd.

The credit facility will be exclusively used to finance continuing detailed engineering and preconstruction activities at the company's 100-per-cent-owned Cariboo gold project located in central British Columbia, Canada. This includes the commencement of an underground development drift from the existing Cow Portal into the project's mineral deposit at Lowhee zone and extraction of 10,000 tonnes of material under an existing permit from the Province of B.C.

Sean Roosen, chairman and chief executive officer, commented: "We are very pleased to secure funding that will enable us to commence the development of a 1.2-kilometre underground drift at Cariboo and advance important design and engineering work ahead of the anticipated receipt of permits in Q2 2024. Completing this work is a significant step in further derisking the project ahead of a construction decision by accessing the orebody and demonstrating the performance of the road header and ore sorter technologies, while we continue to progress toward sourcing a fully funded solution for the project. Importantly, this facility is non-dilutive with no early repayment penalties, and provides us with financial flexibility to refinance the facility prior to maturity. We appreciate National Bank's strong support towards our vision of building Canada's next gold mining district at Cariboo. Although the facility does not extend to our Tintic project, it provides for more efficient capital allocation of our existing cash resources as we advance our ongoing porphyry drilling efforts and exploration of epithermal gold targets at Tintic."

Key terms of the credit facility:

• Credit limit: $50-million (U.S.);
• Term and maturity date: 12 months from the closing date, being March 1, 2025, which may be extended, at the lender's sole and absolute discretion, to Aug. 1, 2025, upon written request by the company at any time between Dec. 1, 2024, and Feb. 1, 2025;
• Repayment: The full outstanding credit under the credit facility, and all accrued and unpaid interest thereon, shall be repaid on the maturity date;
• Interest rate: The draws made under the credit facility can be by way of a base rate loan or a term benchmark loan, on which differing interest rate will apply. Interest will be payable on the outstanding principal amount at a rate per annum equal to the following, provided that each such rate shall be increased by 0.50 per cent per annum each 90 days following March 1, 2024:
  • For a base rate loan: the greater of (i) the federal funds effective rate plus 0.50 per cent and (ii) the National Bank variable rate of interest for U.S.-dollar loans in Canada, plus (iii) 4 per cent per annum;
  • For a term benchmark loan: (i) the secured overnight financing rate (SOFR); plus (ii) an additional 0.10 per cent/0.15 per cent/0.25 per cent per annum for one-/three-/six-month draws, respectively, plus (iii) 5 per cent per annum.
• Voluntary prepayments: Subject to the terms and conditions of the credit agreement, the company may prepay the outstanding loans under the credit facility at any time, subject to a minimum prepayment amount of $1-million (U.S.);
• Mandatory prepayments: Mandatory prepayments are required in certain events, including in the case of asset dispositions, debt incurrence and equity raises, for which 100 per cent of the net cash proceeds must be prepaid and a change of control, for which all of the obligations under the credit facility must be prepaid;
• Security: The obligations under credit facility are guaranteed by the company and secured by a first-ranking security interest against all of the present and future assets and property of Barkerville and the shares of Barkerville as held by the company;
• Representations, warranties and covenants: The credit agreement contains terms and conditions with respect to the credit facility customary for a transaction of this nature, including representations, warranties, borrower covenants, permitted liens and indebtedness, assignment rights, and events of default. Specifically, the company covenants to maintain its tangible net worth (being shareholders' equity less goodwill and intangible assets) to be at least $500-million as calculated as at the last day of each fiscal quarter and the company and Barkerville, on a consolidated basis, shall maintain liquidity (being all unrestricted cash plus available credit under the credit facility) of at least $25-million as of the last day of each fiscal quarter;
• Fees: In connection with the credit facility and National Bank's services, the company agreed to pay the following fees to National Bank: (a) an upfront fee of 2 per cent per annum on the principal amount, which has been paid in full; (b) a ticking fee equal to 1 per cent of the committed principal amount of the credit facility, calculated on annualized basis, accruing daily commencing 30 days from the Dec. 20, 2023, until Jan. 31, 2024, which amount has been paid in full by the company; and (c) duration fees of: (i) 0.75 per cent of the committed principal amount, payable as of May 30, 2024, if the credit facility remains outstanding on such date; (ii) 1 per cent of committed principal amount, payable as of Aug. 28, 2024, if the credit facility remains outstanding on such date; and (iii) 1.25 per cent of committed amount, payable as of Nov. 26, 2024, if the credit facility remains outstanding on such date.

The summary of the key terms of the credit facility above is qualified in its entirety by the full text of the credit agreement, a copy of which will be available on SEDAR+ under the company's issuer profile.

About Osisko Development Corp.

Osisko Development is a North American gold development company focused on past-producing mining camps located in mining-friendly jurisdictions with district-scale potential. The company's objective is to become an intermediate gold producer by advancing its 100-per-cent-owned Cariboo gold project, located in central B.C., Canada, the Tintic project in the historic East Tintic mining district in Utah, United States, and the San Antonio gold project in Sonora, Mexico. In addition to considerable brownfield exploration potential of these properties that benefit from significant historical mining data, existing infrastructure and access to skilled labour, the company's project pipeline is complemented by other prospective exploration properties. The company's strategy is to develop attractive, long-life, socially and environmentally sustainable mining assets, while minimizing exposure to development risk and growing mineral resources.

We seek Safe Harbor.