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Osisko Development (NYSE: ODV) to issue shares for Tintic project deferred payment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Osisko Development Corp. plans to settle the fourth of five deferred payments tied to its 2022 acquisition of a 100% interest in the Tintic Project in Utah using shares instead of cash. The Fourth Deferred Payment totals US$2,500,000 (C$3,453,000) and is expected to be fully paid in common shares.

The company intends to issue 871,683 common shares at a deemed price of approximately C$3.9613 per share, based on the 20-day volume-weighted average price as of May 26, 2026. This share issuance is subject to approval from the TSX Venture Exchange.

Positive

  • None.

Negative

  • None.
Fourth Deferred Payment US$2,500,000 Tintic Project acquisition deferred consideration
Fourth Deferred Payment in CAD C$3,453,000 Converted using USD/CAD exchange rate of 1.3812
Deemed share price C$3.9613 per share 20-day VWAP as of May 26, 2026
Shares to be issued 871,683 common shares Issued to Tintic sellers for Fourth Deferred Payment
Deferred payments count Fourth of five payments Structure of Tintic Acquisition consideration
Tintic ownership 100% interest Ownership stake in Tintic Project acquired in May 2022
deferred payments financial
"the Company intends to satisfy the fourth of five deferred payments (the "Fourth Deferred Payment")"
20-day VWAP financial
"at a deemed price of approximately C$3.9613 per Common Share (based on the 20-day VWAP as of the closing of the market on May 26, 2026)"
20-day VWAP is the average price a stock traded at over the past 20 trading days, where each day's price is weighted by the number of shares traded so that busier days matter more than quiet ones. Investors use it as a reference point to tell whether the current price is high or low relative to recent market activity and to assess trading trends or likely execution costs—like comparing today’s price to what most buyers actually paid over the last month.
TSX Venture Exchange regulatory
"The issuance of the Common Shares in satisfaction of the Fourth Deferred Payment remains subject to the approval of the TSX Venture Exchange"
A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.
forward-looking statements regulatory
"This news release contains "forward-looking information" ... and "forward-looking statements""
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
volume-weighted average price financial
"based on the 20-day VWAP as of the closing of the market on May 26, 2026"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41369

Osisko Development Corp.
(Translation of registrant's name into English)

1100 Avenue des Canadiens-de-Montréal, Suite 300, Montréal, Quebec H3B 2S2
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [   ]      Form 40-F [ X ]

 

 


EXHIBIT INDEX 

Exhibit Number Description
   
99.1 Press Release dated May 28, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Osisko Development Corp.    
  (Registrant)
   
  
Date: May 28, 2026     /s/ Alexander Dann    
  Alexander Dann
  Chief Financial Officer and VP Finance
  

EXHIBIT 99.1

Osisko Development to Complete Fourth Deferred Payment Installment in Connection with the Tintic Acquisition

MONTREAL, May 28, 2026 (GLOBE NEWSWIRE) -- Osisko Development Corp. (NYSE: ODV, TSXV: ODV) ("Osisko Development" or the "Company") announces that, in accordance with the terms of the Company's previously-completed acquisition in May 2022 of a 100% ownership interest in the Tintic Project, located in Utah, U.S.A., (the "Tintic Acquisition"), the Company intends to satisfy the fourth of five deferred payments (the "Fourth Deferred Payment") to certain sellers of the Tintic Project (the "Sellers") in common shares of the Company ("Common Shares").

The Fourth Deferred Payment of US$2,500,000 (or C$3,453,000 based on a USD/CAD exchange rate of 1.3812) is expected to be paid entirely in Common Shares at a deemed price of approximately C$3.9613 per Common Share (based on the 20-day VWAP as of the closing of the market on May 26, 2026), resulting in the issuance of 871,683 Common Shares to the Sellers in full satisfaction of the Fourth Deferred Payment.

The issuance of the Common Shares in satisfaction of the Fourth Deferred Payment remains subject to the approval of the TSX Venture Exchange (the "Exchange").

For additional details regarding the Tintic Acquisition, please refer to the Company's news releases dated January 25, 2022 (entitled "Osisko Development Announces Proposed Acquisition of Tintic Consolidated Metals") and May 30, 2022 (entitled "Osisko Development Completes Acquisition of Tintic Consolidated Metals, Finalizes Binding Stream Terms and Satisfies Escrow Release Condition For Brokered Subscription Receipt Financing").

ABOUT OSISKO DEVELOPMENT CORP.

Osisko Development Corp. is a continental North American gold development company focused on past producing mining camps with district-scale potential. The Company's objective is to become an intermediate gold producer through the development of its flagship, fully permitted, 100%-owned Cariboo Gold Project, located in central British Columbia, Canada. Its project pipeline is complemented by the Tintic Project located in the historic East Tintic mining district in Utah, U.S.A., a brownfield property with significant exploration potential, extensive historical mining data, and access to established infrastructure. Osisko Development is focused on developing long-life mining assets in mining-friendly jurisdictions while maintaining a disciplined approach to capital allocation, development risk management, and mineral inventory growth.

For further information, contact:

Sean RoosenPhilip Rabenok
Chairman and CEOVice President, Investor Relations
Email:sroosen@osiskodev.comEmail:prabenok@osiskodev.com
Tel: +1 (514) 940-0685Tel: +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"). 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: the ability and timing of the Company to complete the Fourth Deferred Payment; to obtain the Exchange's final approval of the issuance of the Common Shares in satisfaction of the Fourth Deferred Payment; to obtain the Exchange's final approval of the Agreement; the ability to develop the Cariboo Gold Project and its status as being fully permitted; 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 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.

FAQ

How much is the Fourth Deferred Payment for Osisko Development (ODV)?

The Fourth Deferred Payment is US$2,500,000, equivalent to C$3,453,000 based on a USD/CAD exchange rate of 1.3812. This amount will be satisfied entirely through the issuance of Osisko Development common shares.

How many Osisko Development (ODV) shares will be issued for the Fourth Deferred Payment?

Osisko Development expects to issue 871,683 common shares to satisfy the Fourth Deferred Payment. The shares are valued at a deemed price of approximately C$3.9613 per share, based on the 20-day VWAP as of May 26, 2026.

What approvals are required for Osisko Development’s (ODV) Tintic payment share issuance?

The planned issuance of 871,683 common shares for the Fourth Deferred Payment remains subject to TSX Venture Exchange approval. Completion of this share-based payment depends on receiving the Exchange’s final approval of the issuance.

What is the Tintic Project mentioned by Osisko Development (ODV)?

The Tintic Project is a brownfield mining property in Utah, U.S.A., acquired 100% by Osisko Development in May 2022. It is part of the company’s project pipeline and offers significant exploration potential with existing infrastructure and historical mining data.

How is the deemed share price for Osisko Development’s (ODV) payment calculated?

The deemed price of approximately C$3.9613 per share is based on the 20-day volume-weighted average price of Osisko Development’s common shares as of the market close on May 26, 2026. This price is used to determine shares issued for the deferred payment.

Filing Exhibits & Attachments

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