Osisko Development Corp. (NYSE: ODV, TSXV: ODV) closed on May 29, 2026, an additional US$75.0 million aggregate principal amount of 4.125% convertible senior notes due 2031, the company said Monday.
It consisted of US$25.0 million aggregate principal amount of notes sold pursuant to the full exercise of the initial purchasers' option to purchase additional notes from the company's previously announced offering and US$50.0 million aggregate principal amount of notes sold in a concurrent private placement, it added.
Together with the company's closing of its offering of US$225.0 million aggregate principal amount of notes in a private placement on May 26, 2026 total gross proceeds from the offerings were US$300.0 million, the company noted.
Sean Roosen, Chairman and CEO, in a statement said: "We're very pleased to have executed on this opportunistic and strategic capital markets transaction, which we believe provides several key benefits to shareholders. By accessing senior unsecured capital at an attractive 4.125% coupon, we're able to bolster our balance sheet to support the development of the Cariboo Gold Project, fund continued pre-construction activities and accelerate momentum toward a final investment decision, while preserving meaningful financial and operational execution flexibility.
"To mitigate potential dilution impacts, we also entered into cash-settled capped call transactions that are structured to deliver the net effect of increasing the effective conversion premium price on the Notes from 25% to 100%, or double our share price immediately prior to announcement. The covenant-light and lower-cost structure provides an efficient source of capital relative to other traditional project financing alternatives, and carries no project-level security, completion tests, or restrictive financial constraints. Importantly, the Notes also provide flexible settlement mechanics, allowing for settlement in cash, shares, or combination thereof, at our election, as well as the ability to redeem the Notes early after three years, under certain conditions. These features provide additional flexibility to manage our capital structure over time as we continue to de-risk the Cariboo Gold Project.
"We are also very pleased with the strong participation from a broad new group of institutional investors, including some of the world's largest asset managers, which is expected to further enhance our market and liquidity profile, together with the continued support from our largest shareholder, Double Zero. We view this transaction as a strong endorsement of the company's unique value proposition and an important step in enhancing our strategic flexibility as we continue to advance Canada's next underground gold development project. With a significantly strengthened balance sheet, we are well funded to advance planned activities, including extensive infill and exploration drilling, with our focus firmly on project execution. We believe the next few years represent an exciting new chapter for Osisko Development, and we look forward to sharing future updates on our progress."
The company said it estimates net proceeds from the offerings will be approximately US$290.0 million, after deducting commissions and estimated offering expenses, but before deducting the cost of capped call transactions entered into with certain financial institutions in connection with the offerings. The net proceeds are intended to be used to pay for the cost the capped call transactions, for the development of the Cariboo Gold Project and general corporate purposes. The purchase price of the capped call transactions was approximately US$40.2 million, it added.
ODV was up $0.17 or 4.6% at $3.86 in Canada last Friday.