Osisko Development (ODV) investor relations material

Strategic rationale and transaction overview

• Raised US$300 million through 4.125% convertible senior notes due 2031, with a capped call to increase the effective conversion premium to 100%.

• Net proceeds of approximately US$250–290 million will fund the Cariboo Gold Project, capped call costs, and general corporate purposes.

• The capped call structure mitigates dilution up to a share price of US$5.88, doubling the pre-offering price.

• Flexible settlement allows repayment in cash, shares, or a combination, with early redemption possible after three years if certain price conditions are met.

• Strong participation from institutional investors and support from the largest shareholder enhances market profile and liquidity.

Key terms of the convertible notes and capped call

• Notes carry a 4.125% annual coupon, payable semi-annually, and mature June 15, 2031.

• Initial conversion price is US$3.68 per share, with a 25% premium over the reference price of US$2.94.

• Redemption is allowed after June 20, 2029, if the share price exceeds 130% of the conversion price for 20 out of 30 consecutive trading days.

• Capped call transactions cover 81.6 million shares, offsetting dilution up to US$5.88 per share.

• Estimated pre-tax cost of capital remains constant at 7.5% up to the capped call price.

Settlement scenarios and dilution impact

• If the share price remains below the conversion price, no dilution occurs and the capped call expires worthless.

• Between the conversion price and capped call price, capped call proceeds offset investor conversion gains, maintaining minimal dilution.

• Above the capped call price, limited dilution occurs, but the capped call partially offsets the impact.

• Company retains flexibility to settle conversions in cash, shares, or a mix, optimizing capital structure.

• Cost of capital increases only modestly above the capped call threshold due to limited new share issuance.