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Osisko Development Corp. Interim / Quarterly Report 2022

Nov 10, 2022

45981_rns_2022-11-09_e6a2e586-1c1f-4fa1-a7da-b5f955e3ebd5.pdf

Interim / Quarterly Report

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OSISKO DEVELOPMENT CORP.

. . . . . . . . . . . . . . . . . .

Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2022

Osisko Development Corp. Consolidated Statements of Financial Position As at September 30, 2022 and December 31, 2021 (Unaudited)

(Expressed in thousands of Canadian dollars)

Notes
Assets
Current assets
Cash
4
Amounts receivable
5
Inventories
6
Other current assets
Non-current assets
Investments in associates
7
Other investments
7
Mining interests
3,8
Property, plant and equipment
3,9
Exploration and evaluation
3,10
Other assets
Liabilities
Current liabilities
Accounts payable and accrued liabilities
11
Deferred premium on flow-through shares
15
Lease liabilities
13
Contract liability
14
Current Portion of long term debt
12
Environmental rehabilitation provision
16
Deferred Consideration and contingent payments
3
Non-current liabilities
Long term debt
12
Lease liabilities
13
Contract liability
14
Environmental rehabilitation provision
16
Warrant liability
Deferred Consideration and contingent payments
3
Deferred income taxes
3
Equity
Share capital
17
Warrants
17
Contributed surplus
Accumulated other comprehensive income
Deficit
September 30,
2022
$
133,138
16,400
10,848
7,718
168,104
8,900
31,486
613,898
100,245
49,383
35,899
1,007,915
31,414
-
1,360
1,961
4,542
10,571
3,427
53,275
4,599
182
55,045
44,827
19,691
13,164
23,294
214,077
1,032,797
1,573
10,793
7,510
(258,835)
793,838
1,007,915
December 31,
2021
$
33,407
7,951
18,596
1,471
61,425
12,964
49,516
475,621
83,712
3,635
16,251
703,124
25,117
914
8,104
3,822
1,610
2,287
-
41,854
2,154
1,762
20,998
50,949
-
-
1,205
118,922
714,373
-
6,436
6,764
(143,371)
584,202
703,124

APPROVED ON BEHALF OF THE BOARD (signed) Sean Roosen, Director

(signed) , Charles Page, Director

2

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

Osisko Development Corp. Consolidated Statements of Loss For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Expressed in thousands of Canadian dollars, except per share amounts)

Three months ended
September 30
2022
2021
Notes
$
$
Revenues
22,791
3,906
Operating expenses

Cost of sales
19
(23,435)
(3,906)
Other operating cost
19
(21,444)
-
General and administrative
20
(8,710)
(6,862)
Exploration and evaluation, net of
tax credits
(90)
(338)
Impairment of assets
8
(81,000)
(33,320)
Operating loss
(111,888)
(40,520)
Accretion expense
(1,410)
(314)
Share of loss of associates
(103)
(146)
Gain on change in fair value of
warrant liability
2,565
-
Other income, net
21
7,104
5,282
Loss before income taxes
(103,732)
(35,698)
Income tax recovery (expense)
1
3,953
Net loss
(103,731)
(31,745)

Basic and diluted loss per share
22
(1.37)
(0.71)
Nine months ended
September 30,
2022
2021
$
$
44,821
4,681
(44,811)
(4,681)
(57,292)
-
(26,451)
(15,533)
(367)
(1,518)
(81,000)
(73,799)
(165,100)
(90,850)
(3,625)
(446)
(575)
(1,302)
21,946
-
21,280
9,055
(126,074)
(83,543)
(1,489)
6,694
(127,563
(76,849)
(2.13)
(1.68)
Nine months ended
September 30,
2022
2021
$
$
44,821
4,681
(44,811)
(4,681)
(57,292)
-
(26,451)
(15,533)
(367)
(1,518)
(81,000)
(73,799)
(165,100)
(90,850)
(3,625)
(446)
(575)
(1,302)
21,946
-
21,280
9,055
(126,074)
(83,543)
(1,489)
6,694
(127,563
(76,849)
(2.13)
(1.68)
Nine months ended
September 30,
2022
2021
$
$
44,821
4,681
(44,811)
(4,681)
(57,292)
-
(26,451)
(15,533)
(367)
(1,518)
(81,000)
(73,799)
(165,100)
(90,850)
(3,625)
(446)
(575)
(1,302)
21,946
-
21,280
9,055
(126,074)
(83,543)
(1,489)
6,694
(127,563
(76,849)
(2.13)
(1.68)
(165,100)
(3,625)
(575)
21,946
21,280
(90,850)
(446)
(1,302)
-
9,055
(126,074)
(1,489)
(83,543)
6,694
(127,563 (76,849)
(2.13) (1.68)

3

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

Osisko Development Corp. Consolidated Statements of Comprehensive Loss For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Expressed in thousands of Canadian dollars)

Net loss
Other comprehensive income (loss)
Items that will not be reclassified to the consolidated
statements of loss
Changes in fair value of financial assets at fair value
through comprehensive income
Income tax effect
Share of other comprehensive loss of associates
Items that may be reclassified to the consolidated
statements of loss
Currency translation adjustments
Other comprehensive income (loss)
Comprehensive loss
Three months ended
September 30,
2022
2021
$
$
(103,731)
(31,745)
(3,349)
(16,111)
266
1,916
-
-
14,413
(184)
11,330
(14,379)
(92,401)
(46,124)
Nine months ended
September 30,
2022
2021
$
$
(127,563)
(76,849)
(5,223)
(18,713)
299
1,969
(294)
-
17,657
(1,474)
12,439
(18,218)
(115,124)
(95,067)
Nine months ended
September 30,
2022
2021
$
$
(127,563)
(76,849)
(5,223)
(18,713)
299
1,969
(294)
-
17,657
(1,474)
12,439
(18,218)
(115,124)
(95,067)
$
(76,849)
(18,713)
1,969
-
(1,474)
(18,218)
(95,067)

4

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

Osisko Development Corp. Consolidated Statements of Cash Flows For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Expressed in thousands of Canadian dollars)


Notes
Operating activities
Net loss
Adjustments for:
Share-based compensation
Depreciation
Accretion
Loss (gain) on disposal of assets
Share of loss of associates
Net gain on acquisition of investments
Change in fair value of financial assets and
liabilities at fair value through profit and loss
Unrealized gain on dilution
Unrealized Foreign exchange loss
Deferred income tax expense (recovery)
Impairment of assets
8
Premium on flow-through shares
15
Proceeds from Contract liability
14
Other
Net cash flows used in operating activities
before changes in non-cash working capital items
Changes in non-cash working capital items
23
Net cash flows used in operating activities
Investing activities
Mining interests
Property, plant and equipment
Exploration and evaluation expenses
Proceeds on disposals of investments
Acquisition of investments in associates
Acquisition of other investments
Acquisition of Tintic, net of cash acquired
3
Reclamation deposit
Other
Net cash flows used in investing activities
Financing activities
Private placements
17
Issuance of common shares
Share issue expense
17
Exercise of warrants
Capital payments on lease liabilities
13
Long-term debt
Repayment of long-term debt
Net cash flows (used in) provided by financing
activities
Increase (decrease) in cash before impact of
exchange rate
Effects of exchange rate changes on cash
Increase (decrease) in cash
Cash – Beginning of period
Cash – end of period
Three months ended
September 30,
2022
2021
$
$
(103,731)
(31,745)
2,192
1,926
2,569
16
2,411
312
(51)
111
104
145
-
(222)
(2,561)
467
-
-
(8,336)
(993)
-
(3,954)
81,000
33,320
-
(2,600)
27,414
-
(1,287)
(2,687)
(276)
(5,904)
13,360
2,965
13,084
(2,939)
(12,820)
(41,451)
(5,541)
(14,469)
(1,555)
(3,250)
353
-
-
(2,200)
(212)
(7,741)
-
-
-
-
(765)
(43)
(20,540)
(69,154)
-
-
114
-
-
-
-
-
(396)
(1,588)
1,202
-
(1,082)
-
(162)
(1,588)
(7,618)
(73,681)
4,454
1,210
(3,164)
(72,471)
136,302
144,622
133,138
72,151
Nine months ended
September 30,
2022
2021
$
$
(127,563)
(76,849)
5,389
3,601
9,883
80
3,625
446
(11,905)
(114)
576
1,302
-
(222)
(21,558)
772
-
(1,391)
(10,433)
542
1,490
(6,694)
81,000
73,799
(914)
(5,868)
27,414
5,653
528
(2,245)
(42,468)
(7,188)
3,466
(11,877)
(39,002)
(19,065)
(37,746)
(116,581)
(14,619)
(28,965)
(2,241)
(4,413)
21,634
23,233
-
(2,200)
(212)
(9,156)
(66,627)
-
(13,371)
-
(1,803)
(245)
(114,985)
(138,327)
255,543
38,841
114
-
(7,238)
(2,581)
-
3
(6,295)
(3,956)
8,738
-
(3,662)
-
247,200
32,307
93,213
(125,085)
6,518
(191)
99,731
(125,276)
33,407
197,427
133,138
72,151
Nine months ended
September 30,
2022
2021
$
$
(127,563)
(76,849)
5,389
3,601
9,883
80
3,625
446
(11,905)
(114)
576
1,302
-
(222)
(21,558)
772
-
(1,391)
(10,433)
542
1,490
(6,694)
81,000
73,799
(914)
(5,868)
27,414
5,653
528
(2,245)
(42,468)
(7,188)
3,466
(11,877)
(39,002)
(19,065)
(37,746)
(116,581)
(14,619)
(28,965)
(2,241)
(4,413)
21,634
23,233
-
(2,200)
(212)
(9,156)
(66,627)
-
(13,371)
-
(1,803)
(245)
(114,985)
(138,327)
255,543
38,841
114
-
(7,238)
(2,581)
-
3
(6,295)
(3,956)
8,738
-
(3,662)
-
247,200
32,307
93,213
(125,085)
6,518
(191)
99,731
(125,276)
33,407
197,427
133,138
72,151
$
(76,849)
3,601
80
446
(114)
1,302
(222)
772
(1,391)
542
(6,694)
73,799
(5,868)
5,653
(2,245)
(7,188)
(11,877)
(19,065)
(116,581)
(28,965)
(4,413)
23,233
(2,200)
(9,156)
-
-
(245)
(138,327)
38,841
-
(2,581)
3
(3,956)
-
-
32,307
(125,085)
(191)
(125,276)
197,427
72,151

5

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

Osisko Development Corp. Consolidated Statements of Changes in Equity For the nine months ended September 30, 2022 (Unaudited)

(Expressed in thousands of Canadian dollars except number of shares)

Number of **Accumulated **
common other
Retained
shares Share
Contributed
comprehensive
earnings
Notes Outstanding(i) capital
Warrants
surplus
income(loss)
(deficit)
Total
($)
($)
($)
($)
($)
($)
Balance – January 1, 2022
17
44,400,854 714,373
-
6,436
6,764
(143,371)
584,202
Net loss - -
-
-
-
(127,563)
(127,563)
Other comprehensive loss - -
-
-
12,439
-
12,439
Comprehensive loss - -
-
-
12,439
(127,563)
(115,124)
Transfer of realized loss on
financial assets at fair value
through other comprehensive
income, net of taxes
-
-
-
(11,693)
11,693
-
-
Private placements – Brokered
17
7,752,917 101,873
1,628
-
-
-
103,501
Private placements – Non-
Brokered
17
112,207
-
-
-
-
112,207
11,363,933
Share-issue costs - (6,231)
(55)
-
-
-
(6,286)
Share options - Share-based
compensation
- -
-
2,511
-
-
2,511
-
-
1,846
-
406
2,252
310
-
-
-
-
310
109,657
-
-
-
-
109,657
608
-
-
-
-
608
Equity-settled compensation
plan
-
Shares issued - employee share
purchase plan
25,778
Shares issued on Acquisition of
Tintic
3
12,049,449
Share issued from RSU/DSU
Redemption
27,651
Balance – September 30,
2022
75,620,582 1,032,797
1,573
10,793
7,510
(258,835)
793,838

(i) The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

6

Osisko Development Corp. Consolidated Statements of Changes in Equity For the nine months ended September 30, 2021 (Unaudited)

(Expressed in thousands of Canadian dollars except number of shares)






Balance – January 1, 2021
Notes Number of
common
shares
Outstanding
39,649, 958
-
-
-
-
3,620,732
1,130,081
-
-
83
-
-
-
44,400,854
Accumulated
other
Retained
Share
Contributed
comprehensive
earnings
capital
surplus
income(loss)
(deficit)
Total
($)
($)
($)
($)
($)
687,072
69
15,018
(2,593)
699,566

-
-
-
(76,849)
(76,849)
-
-
(18,218)
-
(18,218)
Net loss
Other comprehensive loss
Comprehensive loss
-
-
(18,218)
(76,849)
(95,067)


-
-
17,812
(17,812)
-
6,156
-
-
-
6,156
25,257
-
-
-
25,257
(1,897)
-
-
-
(1,897)
-
2,001
-
-
2.001
3
-
-
-
3
-
1,160
-
-
1,160
-
902
-
-
902
-
(159)
-
-
(159)
Transfer of realized loss on financial assets at fair value
through other comprehensive income, net of taxes
Private placements – Non-brokered
Private placements – Flow-through
Issue costs on financings (net of income taxes)
Share options - Share-based compensation
Exercise of warrants
Restricted share units (including from former Parent Company)
Share-based compensation
Deferred share units to be settled in common shares -
Share-based compensation
Income tax impact
Balance – September 30, 2021
17
17
716,591
3,973
14,612
(97,254)
637,922

(i) The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

7

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

1. Nature of operations

Osisko Development Corp. (“ Osisko Development ” or the “ Company ”) is a mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North and Central America. The common shares of Osisko Development began trading on the TSX Venture Exchange (“ TSX-V ”) on December 2, 2020 and on the New York Stock Exchange (“ NYSE ”) under the symbol “ ODV ” on May 27, 2022. The Company’s registered and business address is 1100, avenue des Canadiens-de-Montréal, suite 300, Montreal, Québec. The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.

On September 30, 2022, the former parent Company, Osisko Gold Royalties (OGR) held an interest of 44.1% (compared to 75.1% as at December 31, 2021) in Osisko Development Corp. Effective on September 30, 2022, following certain changes made to OGR’s investment agreement with Osisko Development, it was determined that OGR was no longer in a position of control over Osisko Development.

The principal subsidiaries of the Company and their geographic locations at September 30, 2022 were as follows:

Entity
Jurisdiction
% ownership
Barkerville Gold Mines Ltd. (“Barkerville”)
British Columbia
100%
Sapuchi Minera, S. de R.L. de C.V. (“Sapuchi”)
Mexico
100%
Tintic Consolidated Metals LLC (“Tintic”) USA 100%

Osisko Development is focused on exploring and developing its mining assets, including the Cariboo Gold Project in British Columbia, the San Antonio gold project in Mexico and Trixie test mine in the USA.

As at September 30, 2022, the Company’s working capital was $114.8 million, which included cash of $133.1 million, and, the Company incurred a loss of $127.6 million for the nine months ended on September 30, 2022. With the financings completed in May 2022 (note 17), management believes that the Company will have sufficient funds to meet its obligations and planned expenditures for the ensuing twelve months as they fall due. In assessing whether the going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. In order to execute on its planned activities, the Company will be required to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling additional investments from its portfolio, project debt finance, offtake or royalty financing and other capital market alternatives. Failure to secure future financings may impact and/or curtail the planned activities for the Company, which may include, but are not limited to, the suspension of certain development activities and the disposal of certain investments to generate liquidity.

2. Basis of presentation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . The condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2021, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year, unless otherwise noted.

The Board of Directors approved these condensed interim consolidated financial statements on November 7, 2022.

8

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

3. Acquisition of Tintic Consolidated Metals LLC

On May 27, 2022, the Company completed its previously announced acquisition of Tintic Consolidated Metals LLC, which owns the producing Trixie test mine, as well as mineral claims in Central Utah’s historic Tintic Mining District (the “Tintic Transaction”).

Under the terms of the Tintic Transaction, the Company funded the acquisition through:

  • (i) the issuance of 12,049,449 common shares of Osisko Development;

  • (ii) aggregate cash payments of approximately US$58.7 million ($74.7million)

  • (iii) the issuance of an aggregate of 2% NSR royalties, with a 50% buyback right in favour of Osisko Development exercisable within five years;

  • (iv) US$12.5 million in deferred payments ($15.9 million); and

  • (v) the granting of certain other contingent payments, rights and obligations.

During the three and nine months ended September 30, 2022, transaction costs related to the acquisition were expensed under general and administrative expenses and amounted to approximately $1.0 million and $5.6 million respectively. The total consideration paid amounted to approximately US$156.6 million ($199.5 million).

In accordance with IFRS 3, Business Combinations , a business combination is a transaction in which an acquirer obtains control of a business which is defined as an integrated set of activities and assets that is capable of being conducted and managed to provide a return to investors. For an integrated set of activities and assets to be considered a business, the set needs to contain inputs, and processes. The acquisition of Tintic meets the definition of a business combination as Tintic generates revenues and has processes. Consequently, the transaction has been recorded as a business combination.

The provisional purchase price allocation over the identifiable net assets of Tintic may be subject to change. Information to confirm the fair value of certain assets and liabilities, mainly the mining interests and plant and equipment, the exploration and evaluation assets, the fair value of certain liabilities and the carrying value of the deferred income tax liability, are still to be obtained or confirmed. The allocation is expected to be completed by December 31, 2022.

The table below presents the provisional purchase price allocation based on the best available information to the Company to date:

Consideration paid $
Issuance of 12,049,449 common shares of Osisko Development 109,656
Cash 63,881
Convertible instruments(i) 10,827
Fair value of deferred consideration of US$12.5 million (CA$15.9 million) 13,414
Fair value of other contingentpayments,rights and obligations 1,695
199,473
Net assets acquired $
Cash 871
Other current assets 1,834
Mining assets 169,175
Plant and equipment 13,054
Exploration and evaluation 38,508
Other non-current assets 1,735
Current liabilities (1,322)
Non-current liabilities (4,925)
Deferred income tax liability (19,457)
(199,473)

9

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

3. Acquisition of Tintic Consolidated Metals LLC (continued)

  • (i) Represents the convertible instruments amounting to US$8.5 million ($10.8 million) issued to the sellers prior to the closing of the Tintic Transaction (Note 7), which were part of the acquisition price.

For the nine months ended September 30, 2022, the revenues and net earnings (losses) of the acquiree included in the consolidated statement of loss amounted respectively to $11.5 million and $(1.5) million.

4. Cash

As at September 30, 2022 and December 31, 2021, cash held in U.S. dollars amounted respectively to US$76 million (CA$104.2 million) and US$15.8 million (CA$20 million).

5. Amounts receivable

September 30,
December 31,
2022
2021
$
$
2,591
499
12,474
6,648
1,321
803
14
1
Trade receivables
Exploration tax
credits
Sales taxes
Other
16,400
7,951

6. Inventories

September 30,
2022
December 31,
2021
$

2,390
3,551
319
4,588
$
Current
Ore in stockpiles 4,194
8,638
1,113
4,651
Gold-in-circuit inventory
Refined precious metals
Supplies and other
10,848 18,596
**Total current inventories **

Refined precious metals, gold-in-circuit and ore in stockpiles are measured at the lower of weighted average production cost and net realizable value. Net realizable value is calculated as the difference between the estimated selling price and estimated costs to complete processing into a saleable form plus variable selling expenses. Production costs include the cost of materials, labour, mine site production overheads and depreciation to the applicable stage of processing. The cost of ore stockpiles is increased based on the related current cost of production for the period. During the quarter, a write-off of $7.1 million was recorded at Barkerville Gold Mines to assess current stockpiles at the net realizable value.

10

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

7. Investments in associates & other investments

Investments in associates

September 30,
2022
December 31,
2021
$
$

Balance – Beginning of period
12,964
9,636
Acquisitions -
1,748
Exercise of warrants -
1,437
Transfer to Other investments (15,343)
-
Share of loss and comprehensive loss, net (575)
(1,703)
Net gain on ownership dilution -
1,846
Gain on deemed disposal(i) 11,854
-
Balance – End of period 8,900
12,964

(i) In 2022, the gain on deemed disposal is related to an investment in an associate that was transferred to other investments as the Company has considered that it has lost its significant influence over the investee.

Other investments

September 30,
2022
December 31,
2021

Fair value through profit or loss (warrants & convertible loan)
$
$
Balance – Beginning of period 6,952
4,438
(117)
(10,827)
(388)
**51 **
1,892
6,915
(1,122)
-
(733)
-
Acquisitions
Exercises
Acquisition of Tintic (Note 3)
Change in fair value
Foreignexchange
109 6,952
Balance–End of period

Fair value through other comprehensive income (shares)
98,616
2,850
(43,055)
(15,847)
-
Balance – Beginning of period 42,564
329
(21,634)
(5,225)
15,343
Acquisitions
Disposals
Change in fair value
Transfer from associates
Balance–End of period 31,377 42,564
Total 31,486 49,516

Other investments comprise common shares and warrants, almost exclusively from Canadian publicly traded companies.

11

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

8. Mining interests

September 30,
2022
December 31,
2021


Cost – Beginning of period
Acquisition of Tintic
Additions
Mining tax credit
Asset retirement obligation
Depreciation capitalized
$
475,621
169,175
36,754
$
385,802
-
136,492
(6,275) (1,585)
(3,797)
896
19,522
4,136
Share-based compensation capitalized
Transfers
Impairment
Other adjustments
Currency translation adjustments
Cost – End of period
388
-
2,127
(11,221)
(81,000) (58,417)
3,337 585
21,344 (1,820)
616,443 475,621
-
2,385
160
-
-
-
-
475,621
-
Accumulated depreciation – Beginning of period
Depreciation
Currencytranslation adjustments
2,545
Accumulated depreciation – End of period
616,443
**(2,545) **
Cost
Accumulated depreciation
613,898 475,621
Net book value

Osisko Gold Royalties Ltd holds a 5% NSR royalty on the Cariboo and Bonanza Ledge properties, owned by Barkerville, and a 15% gold and silver stream on the San Antonio property. The Cariboo and Bonanza Ledge properties 5% NSR royalty is perpetual and is secured by a debenture on all of Barkerville movable and immovable assets, including Barkerville’s interest in the property and mineral rights, in an amount of not less than $150 million. The security shall be first ranking, subject to permitted encumbrances.

The recent market conditions, industry cost pressures and current inflationary environment were considered as indicators of impairment, among other facts and circumstances and, accordingly, management of Osisko Development performed an impairment assessment on all its projects including its San Antonio gold project as at September 30, 2022. The impairment assessment resulted in an impairment charge of $81.0 million on the San Antonio gold project for the three months ended September 30, 2022.

On September 30, 2022, the net assets of the San Antonio gold project was written down to its net estimated recoverable amount of $35.0 million which was determined by the value-in-use using a discounted cash-flows approach and reflected as an impairment of Mining Interests. The main valuation inputs used were the cash flows expected to be generated by the production and sale of gold from the San Antonio gold project over the estimated life of the mine, based on the expected long-term gold price per ouncecosts inflation forecastand the pre-tax real discount rate of 19.9% applied to the cash flow projections. A sensitivity analysis was performed by management of Osisko Development for the long-term gold price and the pre-tax real discount rate. If the long-term gold price per ounce applied to the cash flow projections had been 10% lower than management’s estimates, Osisko Development would have recognized an additional impairment charge of $35.0 million. If the pre-tax real discount rate applied to the cash flow projections had been 100 basis points higher than management’s estimates, Osisko Development would have recognized an additional impairment charge of $5.8 million.

12

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

8. Mining Interests (continued)

The Company tested its other Cash Generating Units (CGU), for impairment, and determined the recoverable amounts exceeded the carrying amounts. The Company’s assessments reflected a number of significant management assumptions and estimates relating to future cash flows projections and discount rate. Changes in these assumptions could impact the Company’s conclusion, therefore there is a risk of impairment if there is a change in the near term in the projections or discount rate.

13

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

9. Property, plant and equipment

Land and
Buildings
Machinery
and
Equipment
Construction
-in-progress
September 30,
2022
December
31, 2021
$ $ $ $ $
Cost– Beginning of period 18,859
50,133

24,249

93,241
25,713
Acquisition of Tintic 7,594 5,460 - 13,054 -
Additions 1,418
9,576

3,222

14,216
58,153
Disposals - (1,351) - (1,351) (166)
Write-off (70) (5,193) - (5,263) (4,293)
Other adjustments (896) - (896) 2,506
Transfers - 5,393
(5,393)
- 11,221
Currency translation
adjustments 529 2,310 774 3,613 107
Cost – End ofperiod 27,434
66,328

22,852

116,614
93,241
Accumulated depreciation –
Beginning of period 2,385
7,144

-
9,529
4,515
Depreciation 1,398
8,092

-
9,490
6,754
Disposal - (192) - (192) -
Other adjustments - - - - 2,496
Write-off - (2,687) - 2,687) (4,236)
Currency translation
adjustments (21) 250
-
229 -
Accumulated depreciation –
End ofperiod 3,762
12,607

-
16,369
9,529
Cost 27,434
66,328
22,852
116,614

93,241
Accumulated depreciation (3,762) (12,607) - (16,369) (9,529)
Net book value 23,672 53,721 22,852 100,245 83,712

Property, plant and equipment includes right-of-use assets with a carrying value of $3.8 million as at September 30, 2022 ($12.9 million as at December 31, 2021).

14

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

10. Exploration and evaluation


(
September 30,
2022

December 31,
2021)

Net book value - Beginning of period
($ )
($)
3,635
41,870
38,508
-
4,519
3,783
44
-
-
(42,018)
(461)
-
3,138
-
Acquisition of Tintic
Additions

Depreciation capitalized
Impairment
Other adjustments
Currencytranslation adjustments
Net book value – End ofperiod
49,383
3,635
Cost
149,590
103,842
Accumulated impairment
(100,207)
(100,207)
Net book value – End of period
49,383
3,635

11. Accounts payable and accrued liabilities

September 30,
2022
December 31,
2021
$
20,762
4,865
765
5,022
$
Trade payables 11,756
Other payables 5,335
Income taxes payable 65
Accrued liabilities 7,961
31,414 25,117

15

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

12. Long-term debt



Balance – Beginning of period
Additions- mining equipment financing

Repayment of liabilities
Currency translation adjustments
Balance – End of period
Current long term debt

Non-current long term debt
(
September 30,
2022

December 31,
2021)
($ )
($ )
3,764
-
8,739
4,015
(3,663)
(251)
301
-
9,141
3,764
4,542
1,610
4,599
2,154
9,141
3,764

13. Lease liabilities





Balance – Beginning of period

Acquisition of Tintic
Additions

Repayment of liabilities
Lease modifications and extinguishment
Currency translation adjustments
Balance – End of period


Current liabilities

Non-current liabilities

(
September 30,
2022
December 31,
2021)
($ )
9,866
325
108
(6,638)
(2,133)
14
($ )
2,035
-
13,576
(5,745)
-
-
1,542
9,866
1,360
182
8,104
1,762
1,542
9,866

16

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

14. Contract liability

On November 20, 2020, Sapuchi completed a gold and silver stream agreement with Osisko Bermuda Ltd, a subsidiary of Osisko Gold Royalties for US$15.0 million ($19.1 million). An amount of US$10.5 million was contributed in November 2020 and the remaining US$4.5 million was paid in February 2021.

Under the terms of the stream agreement, Osisko Bermuda Ltd will purchase 15% of the payable gold and silver from the San Antonio gold project at a price equal to 15% of the daily per ounce gold and silver market price. The initial term of the stream agreement is for 40 years and can be renewed for successive 10 year periods. The stream is also secured with (i) a first priority lien in all of the collateral now owned or hereafter acquired; (ii) a pledge by Osisko Development of its shares of Sapuchi Minera Holdings Two B.V. and (iii) a guarantee by Osisko Development. The interest rate used to calculate the accretion on the contract liability’s financing component is 24%.

On August 12, 2022, Tintic completed a metals stream agreement with Osisko Bermuda Ltd, for US$20 million ($27.4 million).

Under the terms of the stream agreement, Osisko Bermuda Ltd will receive 2.5% of the refined metal production from Tintic until 27,150 ounces of refined gold have been delivered, and thereafter Osisko Bermuda Ltd will receive 2.0% of the refined metal production from Tintic. Osisko Bermuda Ltd will make ongoing cash payments to Tintic equal to 25% of the applicable spot metal price on the business day immediately preceding the date of delivery for each ounce of refined metal delivered pursuant to the stream agreement.

The movement of the contract liability is as follows:



September 30,
2022
December 31,
2021)

Balance – Beginning of period

Deposits

Accretion on the contract liability’s financing component
Cumulative catch-up adjustment
($ )
24,820
27,414
4,809
(2,551)
($ )
14,007
5,652
5,169
507
(515)
24,820
3,822
20,998
24,820
Currencytranslation adjustment 2,514
Balance – End ofperiod
57,006
Current liabilities
1,961
Non-current liabilities
55,045
57,006

Under IFRS 15, the stream agreements are considered to have a significant financing component. The Company therefore records notional non-cash interest, which is subject to capitalization into Mining interests , as borrowing costs.

17

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

15. Flow-through shares liability




Balance – Beginning of period

Deferred premium on flow-through shares issued, net of share issue costs

Recognition of deferred premium on flow-through share
Balance – End of period
(
September 30,
2022

December 31,
2021)
($ )
($ )
914
-
-
7,885
(914)
(6,971)
-
914

As at September 30, 2022, the balance remaining of qualified Canadian exploration expenses to be spent is $nil.

16. Environmental rehabilitation provision

September 30,
2022

December 31,
2021)
($ )
($ )
53,236
34,601
4,599
-
262
20,433
(3,528)
(1,457)
2,185
1,192
(2,549)
(1,240)
1,193
(293)
55,398
53,236
September 30,
2022

December 31,
2021)
($ )
($ )
53,236
34,601
4,599
-
262
20,433
(3,528)
(1,457)
2,185
1,192
(2,549)
(1,240)
1,193
(293)
55,398
53,236
($ )
($ )
Balance – Beginning of period
Acquisition of Tintic
New liabilities
Revision of estimates
Accretion expense
Settlement of liabilities / payment of liabilities
Currencytranslation adjustment
Balance – End ofperiod
10,571
2,287
44,827
50,949
55,398
53,236
Current liabilities
Non-current liabilities

The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company’s mining interests, property, plant and equipment and exploration and evaluation assets. As at September 30, 2022, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $70 million. The weighted average actualization rate used is 7.82% and the disbursements are expected to be made between 2022 and 2030 as per the current closure plans.

17. Share capital and warrants

Shares

Authorized: unlimited number of common shares, without par value

Issued and fully paid: 75,620,582 common shares

18

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

17. Share Capital and warrants (continued)

The common shares outstanding presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022. Common share, warrants and per share amounts have been adjusted for the 3:1 share consolidation unless noted otherwise.

2022 Brokered private placement

On March 2, 2022, the Company completed a Brokered Private Placement issuing 9,525,850 Brokered Units at a price of $4.45 for gross proceeds of $42.4 million and 13,732,900 Brokered Subscription Receipts at a price of $4.45 for gross escrowed proceeds of $61.1 million, on a pre-share consolidation basis. Each Brokered Unit is comprised of one common share and one warrant, with each warrant entitling the holder to purchase one additional common share at a price of $22.80 ($7.60 pre-share consolidation) per common share for a period of 5 years following the closing date of the Brokered Private Placement. On May 30, 2022, Brokered Subscription Receipt holders received one Brokered Unit for each Brokered Subscription Receipt, upon the Company satisfying all conditions precedent to the Tintic acquisition (the “Brokered Escrow Release Condition”). Total common share and warrants issued under the Brokered Private Placement on a post share consolidation basis amounts 7,752,917 respectively. Issuance costs related to the Brokered Units issued amounted to $3.5 million and have been allocated against the common shares and warrants issued. The fair value of the warrants issued was evaluated using the residual method and were valued at $1.6 million, net of issuance costs.

2022 Non-Brokered private placements

The Company completed three tranches of the Non-Brokered Private Placements, issuing Non-Brokered Subscription Receipts at a price of US$3.50 (i) the first tranche closed on March 4, 2022 issuing 24,215,099 Non-Brokered Subscription Receipts for gross proceeds of US$84.8 million (CA$108 million) (ii) the second tranche of the Non-Brokered Private Placement closed on March 29, 2022 issuing 9,365,689 Non-Brokered Subscription Receipts for gross proceeds of US$32.8 million (CA$41.8 million), and (iii) the third tranche of the Non-Brokered Private Placement closed on April 21, 2022 issuing 512,980 Non-Brokered Subscription Receipts for gross proceeds of US$1.8 million (CA$2.3 million), on a pre-share consolidation basis.

On May 27, 2022, each Non-Brokered Subscription Receipt holder received one Unit, upon the listing of Osisko Development’s common shares on the NYSE (the “Non-Brokered Escrow Release condition”). Each Unit is comprised of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of USD$18.00 (USD$6.00 pre-share consolidation) per common share for a period of 5 years from the date of issue. Total common share and warrants issued under the Non-Brokered Private Placement on a post share consolidation basis amounts 11,363,933 respectively.

These warrants include an embedded derivative as they are exercisable in U.S. dollars and, therefore, fail the “fixed for fixed” requirements prescribed in IAS 32 Financial Instruments: presentation . As a result, they are classified as a liability and measured at fair value. Their value was estimated at $39.8 million on the issue date using the Black-Scholes model and they are presented as a non-current liability on the consolidated statement of financial position. The liability is revalued at its estimated fair value using the Black-Scholes model at the end of each reporting period, and the variation in the fair value is recognized on the consolidated statements of loss under other gains (losses), net . All securities issued under the Nonbrokered Private Placement are subject to a hold period expiring four months and one day from the closing date.

For the three and nine months ended September 30, 2022, the Company recognized an unrealized gain of $2.6 million and $22 million on the fair value adjustment of the warrant liability respectively. Issuance costs allocated to common shares amounted to $2.8 million. For the three and nine months ended September 30, 2022, the Company recorded in other income in the consolidated statement of loss $Nil and $1 million of issuance costs allocated to the warrants.

In absence of quoted market prices, the valuation of the warrants exercisable in USD, when granted and re-measured at fair value is determined by the Black-Scholes option pricing model based on the following range of assumptions:

19

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

17. Share Capital and warrants (continued)

2022

Dividend per share
-
Expected volatility 69%
Risk-free interest rate 2.7% - 3%
Expected life 4.7 - 5 years
Share price USD $4.80 - $7.15

2021 Non-brokered private placement

In January and February 2021, Osisko Development closed the first and final tranches respectively of a non-brokered private placement for 3,620,732 units of Osisko Development at a price of $7.50 per unit (or the Canadian dollar equivalent of US$5.75 per unit) for aggregate gross proceeds of approximately $79.8 million, on a pre-share consolidation basis. Each unit consists of one common share of Osisko Development and one-half of one common share purchase warrant of Osisko Development, with each whole warrant entitling the holder thereof to acquire one common share of Osisko Development at a price of $30.00 per share ($10.00 per share pre-consolidation) (or the prevailing U.S. dollar equivalent at the time of exercise) on or prior to December 1, 2023. Share issue expenses related to this private placement amounted to $1.1 million.

2021 Flow-Through and Charity Flow-Through financing

In March 2021, the Company closed a bought deal private placement of: (i) 2,055,742 flow-through shares (“ FT Shares ”) of the Company at a price of $9.05 per FT Shares; and (ii) 1,334,500 charity flow-through shares of the Company (“ Charity FT Shares ”) at a price of $11.24 per Charity FT Share, for aggregate gross proceeds of $33.6 million, on a pre-share consolidation basis. The carrying value of the FT shares and the Charity FT shares is presented net of the liability related to the premium on FT shares of $7.9 million, which was recorded at the date of the issuance of the FT shares and the Charity FT shares. Share issue expenses related to this private placement amounted to $1.5 million.

Employee Share Purchase Plan

The Company offers an employee share purchase plan to its employees. Under the terms of the plan, the Company contributes an amount equal to 60% of the eligible employee’s contribution towards the acquisition of common shares from treasury on a quarterly basis. Under this plan, no employee shall acquire common shares which exceed 10% of the issued and outstanding common shares of the issuer at the time of the purchase of the common shares.

20

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

17. Share Capital and warrants (continued)

Warrants

The following table summarizes the Company’s movements for the warrants outstanding:

September 30, 2022
December 31, 2021
September 30, 2022
December 31, 2021
Weighted Weighted

Number of
Warrants(i)
average
exercise price
Number of
Warrants
average
exercise price
$
$

Balance – Beginning of period
Issued – Brokered private placement
Issued– Non-brokered private placement(ii)
4,929,791
30.00
3,119,508
30.00
7,752,917
22.80
-
-
11,363,932
13.53
1,810,283
30.00
7,752,917
22.80
11,363,932
13.53

Balance – End of period
24,046,640
19.90
4,929,791
30.00

The warrants have a maturity date of December 1, 2023 and March 2, 2027.

(i) The number of warrants presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.

(ii) Exercise price of warrants issued in non-brokered private placement is in USD.

18. Share-based compensation

Share options

The Company offers a share option plan to directors, officers, management, employees and consultants.

The following table summarizes information about the movement of the share options outstanding under the Company’s plan:

September 30, 2022 December 31, 2021 December 31, 2021
Weighted
Number of
average
options(i)
exercise
price
Weighted

average

exercise
price

Number of
options
$
697,841
21.21
399,697
901,900
6.49
335,176
(52,793)
18.74
(37,032)
$
Balance – Beginning of period 22.86
19.4
Granted 0
22.6
Forfeited 6
Balance – End of period
Options exercisable – End of period
1,546,948
12.71
697,841
21.21
75,168
21.32
-
-

(i) The number of options presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.

21

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

18. Share-based compensation (continued)

The following table summarizes the share options outstanding as at September 30, 2022:

Options outstanding
Weighted
average
Exercise remaining contractual
Grant date Number(i) price life (years)
$
December 22, 2020 353,964 22.86 3.23
February 5, 2021 10,533 24.30 3.35
June 23, 2021 173,529 21.30 3.73
August 16, 2021 49,898 16.89 3.88
November 12, 2021 57,124 16.20 4.12
June 30,2022 901,900
6.49 4.75
1,546,948 12.71 4.22

The number of options presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.

The options, when granted, are accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period and on the following weighted average assumptions:


Dividend per share
Expected volatility
Risk-free interest rate
Expected life
Weighted average share price
Weighted average fair value of options granted
Nine months ended
September 30, 2022
Year ended
December 31, 2021
-
-
64%
66%
3.2%
0.9%
48 months
45 months
$6.49
$19.40
$3.30
$9.49

The expected volatility is estimated by benchmarking with companies having businesses similar to Osisko Development. The historical volatility of the common share price of these companies was used for benchmarking back from the date of grant and for a period corresponding to the expected life of the options.

The fair value of the share options is recognized as compensation expense over the vesting period. During the three and nine months ended September 30, 2022, the total share-based compensation related to share options granted under the Osisko Development’s plan amounted to $0.95 million and $2.2 million, respectively ($0.7 million and $1.5 million for the three and nine months ended September 30, 2021, respectively)

22

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

18. Share-based compensation (continued)

Deferred and restricted share units (“DSU” and “RSU”)

The Company offers a DSU plan and a RSU plan, which allow DSU and RSU to be granted to directors, officers and employees as part of their long-term compensation package. All such plans are classified as equity-settled plans.

The following table summarizes information about the DSU and RSU movements:

e following table summarizes information about the DSU and RSU movements:
September 30, 2022
December 31, 2021
DSU(i)
RSU
DSU(i)
RSU
Balance – Beginning of period
Granted
Replacement RSU granted(ii)
Settled
Forfeited
Balance – End of period(iii)
Balance – Vested
79,781
345,377
101,750
681,000
-
-
(10,883)
(49,118)
-
(14,127)
170,648
963,132
68,898
-
56,873
-
22,908
199,649
-
152,816
-
-
-
(7,088)
79,781
345,377
-
-
  • (i) Unless otherwise decided by the board of directors of the Company, the DSU vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each director when he or she leaves the board or is not re-elected. The value of the payout is determined by multiplying the number of DSU expected to be vested at the payout date by the closing price of the Company’s shares on the day prior to the grant date. The fair value is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities.

  • (ii) Following the launch of Osisko Development, Osisko Gold Royalties and Osisko Development mutually agreed that a pro-rata portion of the outstanding long-term equity incentive compensation awarded by Osisko Gold Royalties to their employees that transferred to Osisko Development would be exchanged for restricted shares units of Osisko Development (“ Replacement RSU ”) and the related Osisko Gold Royalties RSUs would be cancelled. Accordingly, on June 1, 2021, 458,450 Replacement RSU were granted to officers and employees who held Osisko Gold Royalties RSUs that were cancelled. The maturity date is the same as the maturity date of the corresponding Osisko Gold Royalties RSUs cancelled. Replacement RSUs are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company.

  • The remaining RSUs granted vest and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, three years after the grant date, one half of which depends on the achievement of certain performance measures

  • (iii) The number of DSU/RSU presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.

The total share-based compensation expense related to the Osisko Development’s DSU and RSU plans for the three and nine months ended September 30, 2022 amounted to $1.2 million and $3 million, respectively ($1.3 million and $2 million for the three and nine months ended September 30, 2021, respectively).

Based on the closing price of the common shares at September 30, 2022 ($6.21), and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko Development is expected to transfer to the tax authorities to settle the employees’ tax obligations related to the vested RSU and DSU to be settled in equity amounts to $0.2 million (nil as at December 31, 2021) and to $3.7 million based on all RSU and DSU outstanding ($2.8 million as at December 31, 2021).

23

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

19. Cost of sales and other operating costs

Three months ended
September 30,
Nine months ended
September 30,
Three months ended
September 30,
Nine months ended
September 30,
2022

2021
2021

Salaries and benefits
Share-based compensation
Royalties
Contract Services
Raw materials and consumables
Operational overhead and write-downs
Depreciation
($)
605
15
233
1,647
396
1,455
330
44,879
3,906
102,103
4,681

20. General and administrative expenses

Three months ended
September 30,
Nine months ended
September 30,
Three months ended
September 30,
Nine months ended
September 30,
Three months ended
September 30,
Nine months ended
September 30,
2022

2021
2022 2021

Salaries and benefits
Share-based compensation
Insurance
Depreciation
Transaction costs (Note 3)
Other administrative expenses
($)

($)
($)
($)
2,517
2,493
6,670
5,917
2,176
1,926
5,163
3,601
887
301
1,841
601
41
16
121
80
1,046
-
5,598
-
2,043
2,126
7,058
5,334
**($) **
8,710
6,862
26,451
15,533

24

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

21. Other income, net

Three months ended
September 30,
Nine months ended
September 30,
Three months ended
September 30,
Nine months ended
September 30,
Three months ended
September 30,
Nine months ended
September 30,
2022

2021
2022 2021

Interest income, net
Foreign exchange gain (loss)
Premium on flow-through shares
Gain on disposal of assets
Gain on deemed disposal of investment
Other
($)

($)
($)
($)
443
150
960
733
6,267
1,038
8,327
(546)
-
2,600
914
5,868
-
153
-
153
-
-
11,854
-
394
1,341
(775)
2,847
**($) **
7,104
5,282
21,280
9,055

22. Loss per share

Three months ended
September 30,
Three months ended
September 30,
Nine months ended
September 30,
2022 2021 2022
2021
Net
loss
attributable
to
shareholders of the Company
(103,731) (31,745) (127,563)
(76,849)
Basic and diluted weighted
average number of common
shares outstanding
75,615,861 44,401,077 59,810,489
46,096,908
Net loss per share, basic and
diluted
(1.37) (0.71) (2.13)
(1.68)

The weighted average basic and diluted shares outstanding for all the periods presented have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.

Excluded from the calculation of the diluted loss per share are all common share purchase warrants and stock options, as their effect would be anti-dilutive.

25

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

23. Supplementary cash flows information

23. Supplementary cash flows information
Three months ended
September 30,
Nine months ended
September 30,
2022

2021
2022 2021

Changes in non-cash working capital items
Decrease (increase) in amounts receivable
Decrease (Increase) in inventory
Increase in other current assets
Decrease in accounts payable and accrued
liabilities
($)

($)
($)
($)
1,675
2,549
870
(2,494)
15,383
762
9,438
(8,357)
(5,694)
828
(8,723)
(3,096)
1,996
(7,104)
1,881
2,070
**($) **
13,360
(2,965)
3,466
(11,877)

24. Fair value of financial instruments

The following table provides information about financial assets and liabilities measured at fair value in the consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

Level 1– Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2– Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3–Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).


September 30, 2022
Level 1
Level 2
Level 3
Total

$
$
$
$
**Recurring measurements **

Financial assets at fair value through profit or loss
Convertible loan receivable -
-
-
-

-
-
109
109
-
-
-
-




8,969
-
-
8,969
22,408
-
-
22,408
Warrants on equity securities

Publicly traded mining exploration and development
companies
Precious metals
Other minerals
Financial assets at fair value through other

comprehensive loss
Equity securities

Publicly traded mining exploration and development
companies
Precious metals
Other minerals

31,377
-
109
31,486

26

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

24. Fair value of financial instruments (continued)


December 31, 2021
Level 1
Level 2
Level 3
Total

$
$
$
$
**Recurring measurements **

Financial assets at fair value through profit or loss -
-
6,339
6,339

-
-
571
571
-
-
42
42




35,714
-
-
35,714
6,850
-
-
6,850
Convertible loan receivable
Warrants on equity securities

Publicly traded mining exploration and development
companies
Precious metals
Other minerals
Financial assets at fair value through other

comprehensive loss
Equity securities

Publicly traded mining exploration and development
companies
Precious metals
Other minerals

42,564
-
6,952
49,516

During the period ended September 30, 2022 and 2021 there were no transfers among Level 1, Level 2 and Level 3.

The following table presents the changes in the Level 3 investments (warrants and convertible loan) for the nine months ended September 30, 2022 and the year ended December 31, 2021:

September
30, 2022
December
31, 2021
September
30, 2022
December
31, 2021
$
$
6,952
1,892
4,438
6,915
(117
)
(1,122)
(10,827)
-
49
300
(287)
(15)
(150)
(1,018)
51
-
Balance – Beginning of period
Acquisitions
Warrants exercised
Settlements (note 3)
Change in fair value – warrants exercised(i)
Change in fair value – expired(i)
Change in fair value – held at the end of the year(i)
Foreignexchange
Balance – End ofperiod 109
6,952
(i) Recognized in the consolidated statements of loss under_other income, net_.

The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.

27

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

24. Fair value of financial instruments (continued)

The fair value of the warrants on equity securities of publicly traded mining exploration and development companies and the convertible debentures, classified as Level 3, is determined using the Black-Scholes option pricing model or discounted cash flows. The main non-observable input used in the model is the expected volatility. An increase/decrease in the expected volatility used in the models of 10% would lead to an insignificant variation in the fair value of the warrants as at September 30, 2022 and December 31, 2021.

25. Segmented information

The chief operating decision-maker organizes and manages the business under geographic operating segments, being the acquisition, exploration and development of mineral properties.

The assets related to the exploration, evaluation and development of mining projects are located in Canada, in Mexico, and in the USA and are detailed as follows as at September 30, 2022 and December 31, 2021:

Other assets (non-
current)
Mining interest
Property, plant and
equipment
Exploration and
evaluation assets
Total non-current assets
Other assets (non-
current)
Mining interest
Property, plant and
equipment
Exploration and
evaluation assets
Total non-current assets
September 30, 2022
Canada
Mexico
USA
Total
$
$
$
$
16,993
16,060
2,846
35,899
414,654
12,770
186,474
613,898
56,059
22,221
21,965
100,245
3,641
-
45,742
49,383
491,347
51,051
257,027
799,425
December 31, 2021
Canada
Mexico
USA
Total
$
$
$
$
3,767
12,484
-
16,251
394,329
81,292
-
475,621
61,520
22,192
-
83,712
3,635
-
-
3,635
463,251
115,968
-
579,219

28

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three and nine months ended September 30, 2022 and 2021 (Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

25. Segmented information (continued)

Canada
Mexico
USA
Total
$
$
$
$
For the three months ended September 30, 2022
Revenues
2,262
12,876
7,653
22,791
Cost of sales
(2,262)
(12,876)
(8,297)
(23,435)
Other operating costs
(19,564)
(1,862)
(18)
(21,444)
General and administrative expenses
(7,425)
(151)
(1,134)
(8,710)
Exploration and evaluation
(90)
-
-
(90)
Impairment of assets
-
(81,000)
-
(81,000)
Segment operating loss
(27,079)
(83,013)
(1,796)
(111,888)
For the three months ended September 30, 2021
Revenues
3,906
-
-
3,906
Cost of sales
(3,906)
-
-
(3,906)
General and administrative expenses
(5,267)
(1,595)
-
(6,862)
Exploration and evaluation
(307)
(31)
-
(338)
Impairment of assets
(22,365)
(10,955)
-
(33,320)
Segment operating loss
(27,939)
(12,581)
-
(40,520)
For the nine months ended September 30, 2022
Revenues
20,416
12,876
11,529
44,821
Cost of sales
(20,416)
(12,876)
(11,519)
(44,811)
Other operating costs
(43,826)
(13,448)
(18)
(57,292)
General and administrative expenses
(23,153)
(2,059)
(1,239)
(26,451)
Exploration and evaluation
(367)
-
-
(367)
Impairment of assets
-
(81,000)
-
(81,000)
Segment operating loss
(67,346)
(96,507)
(1,247)
(165,100)
For the nine months ended September 30, 2021
Revenues
4,681
-
-
4,681
Cost of sales
(4,681)
-
-
(4,681)
General and administrative expenses
(12,617)
(2,916)
-
(15,533)
Exploration and evaluation
(1,422)
(96)
-
(1,518)
Impairment of assets
(58,417)
(15,382)
-
(73,799)
Segment operating loss
(72,456)
(18,394)
-
(90,850)
Canada
Mexico
Canada
Mexico

USA
Total
$
$
$
$
7,653
22,791

(8,297)
(23,435)

(18)
(21,444)

(1,134)
(8,710)

-
(90)
-
(81,000)
(27,079)
(83,013)
(1,796)
(111,888)

-
3,906
-
(3,906)
-
(6,862)
-
(338)
-
(33,320)
(27,939)
(12,581)
-
(40,520)
20,416
12,876
11,529
44,821
(20,416)
(12,876)
(11,519)
(44,811)
(43,826)
(13,448)
(18)
(57,292)
(23,153)
(2,059)
(1,239)
(26,451)
(367)
-
-
(367)
-
(81,000)
-
(81,000)
(67,346)
(96,507)
(1,247)
(165,100)

4,681
-
-
4,681
(4,681)
-
-
(4,681)
(12,617)
(2,916)
-
(15,533)
(1,422)
(96)
-
(1,518)
(58,417)
(15,382)
-
(73,799)
(72,456)
(18,394)
-
(90,850)

During the three and nine months ended September 30, 2021, other operating costs were $nil.

29