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Osisko Development Corp. — Capital/Financing Update 2025
Apr 1, 2025
45981_rns_2025-03-31_5079bd69-520d-4061-9745-e787257c9383.pdf
Capital/Financing Update
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SECOND AMENDING AGREEMENT
THIS AGREEMENT made as of the 20th day of December, 2024.
BETWEEN:
BARKERVILLE GOLD MINES LTD., a corporation existing under the laws of British Columbia
(herein called the "Borrower")
OSISKO DEVELOPMENT CORP., a corporation existing under the federal laws of Canada
(herein called the "Parent Guarantor")
- and -
NATIONAL BANK OF CANADA, a Canadian chartered bank
(herein called the "Administrative Agent")
- and -
NATIONAL BANK OF CANADA
(herein called the "Lender", and in addition to any other Lender party thereto from time to time, collectively, the "Lenders")
WHEREAS the Borrower and the Administrative Agent entered into a credit agreement made as of March 1, 2024, as amended by a first amending agreement dated June 7, 2024 (the "Credit Agreement") pursuant to which the Lenders established a certain delayed draw non-revolving term credit facility and a certain revolving term credit facility in favour of the Borrower;
AND WHEREAS the parties hereto wish to amend certain provisions of the Credit Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
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ARTICLE 1
DEFINED TERMS
1.1 Capitalized Terms. All capitalized terms which are used herein without being specifically defined herein shall have the meaning ascribed thereto in the Credit Agreement as amended hereby.
ARTICLE 2
AMENDMENTS
2.1 General Rule. Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.
2.2 Tangible Net Worth. Section 11.1(m) of the Credit Agreement is hereby amended by deleting the reference therein to “C$500,000,000” and replacing it with “C$425,000,000”.
2.3 Minimum Liquidity. Section 11.1(n) of the Credit Agreement is hereby amended by deleting the reference therein to “C$25,000,000” and replacing it with “C$12,500,000”.
ARTICLE 3
CONDITION PRECEDENT TO EFFECTIVENESS OF AGREEMENT
3.1 Conditions Precedent. This agreement shall not become effective until the following conditions have been satisfied:
(a) this agreement shall be executed and delivered by the Borrower, the Parent Guarantor, the Administrative Agent and the Lenders; and
(b) the Borrower shall have agreed to pay to the Administrative Agent and the Lenders all fees, expenses and other amounts payable under any Finance Document, including, but not limited to, such fees invoiced by the Administrative Agent’s counsel as of the date of this agreement.
ARTICLE 4
MISCELLANEOUS
4.1 Future References to the Credit Agreement. On and after the date of this agreement, each reference in the Credit Agreement to “this agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreement, and each reference in any related document to the “Credit Agreement”, “thereunder”, “thereof”, or words of the like import relating to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
4.2 Representations and Warranties. To induce the Lenders to enter into this agreement, the Parent Guarantor hereby represents and warrants to the Lenders that the representations and warranties of the Parent Guarantor which are contained in Section 10.1 of the Credit Agreement are true and correct on the date hereof as if made on the date thereof, except to
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the extent any representation or warranty is made or deemed made as of a specific date, such representation or warranty shall be true and correct as of such date.
4.3 Confirmation. Each Obligor hereby confirms and agrees that the Liens and other obligations expressed to be created under or pursuant to each Security Document to which it is a party shall be binding upon it and its collateral (as described in each such Security Document) shall be unaffected by and shall continue in full force and effect notwithstanding the amendment to the Credit Agreement as constituted hereby and the execution and delivery and effectiveness of the amendment to the Credit Agreement shall not in any manner whatsoever reduce, release, discharge, impair or otherwise prejudice or change the rights of the Finance Parties arising under, by reason of or otherwise in respect of such Liens and other obligations constituted by each such Security Document. For the avoidance of doubt, each Obligor hereby confirms that each Security Document to which it is a party secures its Secured Obligations and that each such Security Document and each other Finance Document to which it is a party continues in full force and effect.
4.4 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, including the federal laws of Canada applicable therein. To the extent applicable, for purposes of Section 4.3 herein, this agreement shall also be governed by, and construed and interpreted in accordance with the laws which govern the applicable Security Documents.
4.5 Enurement. This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
4.6 Conflict. If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount.
4.7 Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same agreement. Delivery of an executed signature page of this agreement by facsimile transmission or by e-mail in pdf format shall be as effective as delivery of a manually executed counterpart thereof.
4.8 No Waiver. The execution, delivery and effectiveness of this agreement shall not operate as a waiver of any right, power or remedy of any party under the Credit Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
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IN WITNESS WHEREOF the parties hereto have executed this agreement.
Borrower:
Barkerville Gold Mines Ltd.
155 University Avenue
Suite 1410,
Toronto, ON M5H 3B7
Attention: Alexander Dann
Email: [email protected]
BARKERVILLE GOLD MINES LTD.
By: (signed) "Alexander Dann"
Name: Alexander Dann
Title: Chief Financial Officer & VP Finance
Parent Guarantor:
Osisko Development Corp.
1100, av des Canadiens-de-Montreal
Suite 300, P.O. Box 211
Montreal, QC H3N 2S2
Attention: Alexander Dann
Email: [email protected]
OSISKO DEVELOPMENT CORP.
By: (signed) "Alexander Dann"
Name: Alexander Dann
Title: Chief Financial Officer & VP Finance
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National Bank of Canada
130 King Street West, 32nd Floor
Toronto, ON M5X 1J9
NATIONAL BANK OF CANADA, as
Administrative Agent
Attention: Credit Capital Markets Toronto Team
Email: [email protected]
By: (signed) "Jonathan Campbell"
Name: Jonathan Campbell
Title: Managing Director
By: (signed) "Allan Fordyce"
Name: Allan Fordyce
Title: Managing Director
National Bank of Canada
130 King Street West, 8th Floor
Toronto, ON M5X 1J9
NATIONAL BANK OF CANADA, as
Lender
Attention: Managing Director – Global Mining
& Metals Corporate Banking
Email: [email protected];
[email protected]
By: (signed) "Allan Fordyce"
Allan Fordyce
Managing Director – Global Mining & Metals
By: (signed) "Rannon Stuive"
Rannon Stuive
Vice-President – Global Mining & Metals
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