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2025-10-09 05:37
MONTREAL, Oct. 08, 2025 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE:ODV, TSXV:ODV) ("Osisko Development" or the "Company") is pleased to announce that it has entered into an agreement with National Bank Financial Inc., BMO Capital Markets and RBC Capital Markets, acting as co-lead underwriters and co-bookrunners (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase (or arrange for substituted purchasers to purchase), on a "bought deal" private placement basis pursuant to the LIFE Exemption (as defined herein), two tranches of flow-through shares for aggregate gross proceeds of C$30,010,020 (the "Offering"), as follows:
The Company will use an amount equal to the aggregate gross proceeds of the Offering to incur eligible "Canadian exploration expenses" that will qualify as (i) "flow-through mining expenditures" within the meaning of the Tax Act, and (ii) in respect of the BC FT Shares purchased by eligible British Columbia purchasers, "BC flow-through mining expenditures" that meet the criteria set forth in subsection 4.721(1) of the Income Tax Act (British Columbia), in respect of the exploration activities on the Company's properties in British Columbia (the "Qualifying Expenditures"). The Qualifying Expenditures will be incurred on or before December 31, 2026 and will be renounced by the Company to the initial purchasers of the Flow-Through Shares with an effective date no later than December 31, 2025.
The Offering is expected to close on or about October 29, 2025 (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange and the New York Stock Exchange. Notwithstanding the foregoing, the Closing Date must occur no later than the 45th day following the date of this news release.
The Offering will be made pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption") in each of the provinces and territories of Canada. The Flow-Through Shares may also be offered (or re-offered) in such offshore jurisdictions as may be agreed to by the Company and the Underwriters pursuant to available prospectus or registration exemptions in accordance with applicable laws provided that no prospectus filing or comparable obligation arises in connection with the sale of the Flow-Through Shares in such other jurisdiction. The Flow-Through Shares issued under the LIFE Exemption will not be subject to a statutory hold period pursuant to applicable Canadian securities laws.
In connection with the Offering, certain purchasers of Flow-Through Shares intend to subsequently (i) donate some or all of such Flow-Through Shares to registered charities, who may sell such Flow-Through Shares to purchasers arranged by the Underwriters, and/or (ii) sell some or all of such Flow-Through Shares to purchasers arranged by the Underwriters, in each case on the Closing Date (such Flow-Through Shares described in (i) and (ii), being the "Re-Offer Shares"). Sales of Re-Offer Shares may be made to purchasers located in (i) each of the provinces of Canada pursuant to the Listed Issuer Financing Exemption, and (ii) such other jurisdictions provided it is understood that no prospectus filing or comparable obligation, ongoing reporting requirement or requisite regulatory or governmental approval arises in such other jurisdictions.
There is an offering document (the "Offering Document") relating to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://osiskodev.com/. Prospective investors should read the Offering Document before making an investment decision.
In consideration for their services, the Company has agreed to pay the Underwriters a cash commission equal to 4.50% of the gross proceeds from the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an exemption therefrom.