Osisko Development Announces Closing of US$225.0 Million Aggregate Principal Amount of 4.125% Convertible Senior Notes Offering
Rhea-AI Summary
Osisko Development (NYSE: ODV) closed a private offering of US$225.0 million 4.125% convertible senior notes due 2031 to qualified institutional buyers under Rule 144A. Estimated net proceeds are US$215.9 million, to fund capped call transactions, development of the Cariboo Gold Project, and general corporate purposes.
The company granted an option for up to US$25.0 million additional notes and arranged a concurrent US$50.0 million affiliate purchase. Initial conversion is 272.1088 shares per US$1,000, a 25% premium over the US$2.94 share price.
Positive
- US$225.0 million 4.125% convertible notes due 2031 provide long-term funding
- Estimated net proceeds of US$215.9 million support Cariboo Gold Project and corporate needs
- Up to US$25.0 million additional notes via Initial Purchasers’ option
- US$50.0 million concurrent affiliate notes purchase enhances total potential financing
- Capped call transactions intended to reduce economic dilution from conversions
- Initial conversion price at ~US$3.68, about 25% above last US$2.94 share price
Negative
- Issuance of 4.125% convertible senior notes adds future interest expense
- Potential dilution from conversion at 272.1088 shares per US$1,000 principal
- Broker warrants issued for 1,279,536 common shares add to potential share dilution
News Market Reaction – ODV
On the day this news was published, ODV declined 4.68%, reflecting a moderate negative market reaction. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $40M from the company's valuation, bringing the market cap to $809.04M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 21 | Notes offering priced | Positive | -7.1% | Pricing of US$275M 4.125% convertible notes at 25% premium to NYSE price. |
| May 20 | Notes offering proposed | Positive | -7.1% | Announcement of proposed US$275M 2031 convertible notes to fund Cariboo and capped calls. |
| Feb 03 | Equity deal completed | Positive | +4.1% | Completion of US$143.8M bought-deal share offering to fund Cariboo exploration work. |
| Jan 26 | Equity deal announced | Positive | -1.0% | Announcement of US$125M bought-deal share financing with over-allotment option for Cariboo work. |
| Oct 15 | Bought deal upsized | Positive | +3.3% | Upsizing of C$75M bought-deal and concurrent private placement to support exploration activities. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Offering-related announcements have produced mixed but often negative reactions, with an average move of about -1.57% and several prior capital raises selling off despite funding the Cariboo Gold Project.
Over the last several quarters, Osisko Development has repeatedly accessed capital markets to fund the Cariboo Gold Project, using both equity offerings and, more recently, convertible senior notes. Past offering announcements on Jan 26, Feb 3, May 20, and May 21, 2026 showed mixed share-price responses, often skewing negative. Today’s closing of the US$225 million notes fits into this ongoing financing cycle for Cariboo and corporate needs.
Key Terms
convertible senior notes financial
rule 144a regulatory
securities act regulatory
capped calls financial
private placement financial
broker warrants financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
- Opportunistic capital raise with net proceeds expected to be used for the development of the Cariboo Gold Project and general corporate purposes
- A portion of net proceeds expected to be used to purchase cash-settled capped calls to offset potential economic dilution by effectively increasing the conversion premium
MONTREAL, May 26, 2026 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE: ODV, TSXV: ODV) ("Osisko Development" or the "Company") announced today it has closed its previously announced offering of US
The Company estimates that the net proceeds from the Offering will be approximately US
In addition to the US
In connection with the Offering, certain of the Initial Purchasers will be issued broker warrants to acquire 1,279,536 Common Shares.
The initial conversion rate for the Notes is 272.1088 Common Shares per US
The Notes and the Company's Common Shares issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, or any state securities laws, or qualified by way of a prospectus in any province or territory of Canada. As a result, neither the Notes nor any Common Shares issuable upon conversion of the Notes may be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, and may not be offered or sold to persons located or resident in Canada until December 23, 2026 except pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of the securities being offered in the Offering, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
ABOUT OSISKO DEVELOPMENT CORP.
Osisko Development Corp. is a continental North American gold development company focused on past producing mining camps. The Company's objective is to become an intermediate gold producer through the development of its flagship, fully permitted,
For further information, contact:
| Sean Roosen | Philip Rabenok |
| Chairman and CEO | Vice President, Investor Relations |
| Email: sroosen@osiskodev.com | Email: prabenok@osiskodev.com |
| Tel: +1 (514) 940-0685 | Tel: +1 (437) 423-3644 |
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as amended) (collectively, "forward-looking statements"), including the anticipated use of proceeds from the Offering and the Private Placement; the potential exercise by the initial purchasers of the option to purchase additional Notes; the potential impact of any conversion of the Notes on dilution to the Common Shares and the market price of the Common Shares or the trading price of the Notes; and the ability to develop the Cariboo Gold Project. Such forward-looking statements are identified with words such as "may", "will", "would", "could", "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee", "objective", "strategy", variants of these words or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including the assumptions, qualifications, limitations or statements pertaining to: whether or not the Initial Purchasers' Option is exercised, the closing of the Offering of Affiliate Notes, the ability to develop the Cariboo Gold Project and its status as being fully permitted; and the exploration potential and prospectivity (if any) of its properties. Such forward-looking statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. These assumptions include, but are not limited to: the absence of further work stoppages or suspensions at the Cariboo Gold Project; favourable regulatory conditions and approvals; the ability to maintain adequate personnel and contractor levels; the absence of unforeseen ground conditions or other geological challenges; the availability of necessary equipment, supplies and infrastructure; and general economic and market conditions. Actual results could differ materially due to a number of factors, including, without limitation: risks related to the exploration, development and operation of the Cariboo Gold Project; health, safety and security incidents; regulatory delays or changes in regulatory framework and applicable laws; labour shortages or disputes; general economic and market conditions and business conditions in the mining industry; fluctuations in commodity and currency exchange rates; changes in regulatory framework and applicable laws, as well as those risks and factors disclosed in the Company's most recent annual information form, financial statements and management's discussion and analysis as well as other public filings on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov). Although the Company believes the expectations conveyed by the forward-looking statements are reasonable based on information available as of the date hereof, no assurances can be given as to future results, levels of activity and achievements. The Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by law. Forward-looking statements are not guarantees of performance and there can be no assurance that these forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
