Osisko Development Corp. — Interim / Quarterly Report 2023

May 9, 2023

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OSISKO DEVELOPMENT CORP.

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Consolidated Financial Statements

For the three months ended March 31, 2023

Osisko Development Corp. Consolidated Statements of Financial Position As at March 31, 2023 and December 31, 2022 (Unaudited)

(Expressed in thousands of Canadian dollars)

Notes Assets Current assets Cash 3 Amounts receivable 4 Inventories 5 Other current assets Non-current assets Investments in associates 6 Other investments 6 Mining interests 7 Property, plant and equipment 8 Exploration and evaluation 9 Other assets 24 Liabilities Current liabilities Accounts payable and accrued liabilities 10 Lease liabilities 12 Contract liability 13 Current Portion of long-term debt 11 Environmental rehabilitation provision 14 Deferred Consideration and contingent payments Non-current liabilities Long term debt 11 Lease liabilities 12 Contract liability 13 Environmental rehabilitation provision 14 Warrant liability 15 Deferred Consideration and contingent payments Deferred income taxes Equity Share capital 16 Warrants 16 Contributed surplus Accumulated other comprehensive income Deficit	March 31, 2023 $ 122,165 2,924 17,290 5,953 148,332 8,720 28,990 596,056 116,567 60,299 39,787 998,751 25,471 845 631 5,399 3,122 3,383 38,851 14,959 922 59,095 74,745 25,555 13,484 22,826 250,437 1,075,512 11,859 15,052 (2,281) (351,828) 748,314 998,751	December 31, 2022
		$ 105,944 11,046 17,641 6,621
		141,252 8,833 33,819 580,479 111,696 55,126 36,994
		968,199
		31,106 1,208 941 4,663 9,738 3,386
		51,042 12,256 962 54,252 66,032 16,395 13,252 23,574
		237,765
		1,032,786 1,573 12,857 7,166 (323,948)
		730,434
		968,199

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

(signed) , Charles Page, Director

2

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

Osisko Development Corp. Consolidated Statements of Loss For the three months ended March 31, 2023 and 2022 (Unaudited)

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

Notes Revenues Operating expenses Cost of sales 18 Other operating cost 18 General and administrative 19 Exploration and evaluation, net of tax credits Operating loss Accretion expense Share of loss of associates Change in fair value of warrant liability 15 Other income, net 20 Loss before income taxes Income tax recovery (expense) Net loss Basic and diluted loss per share 21 Weighted average number of shares outstanding- basic and diluted	2023 $ 3,451 (4,406) (10,553) (9,996) (807) (22,311) (1,284) (113) (9,174) 8,816		2022 $ 9,167 (9,167) (15,246) (7,807) (120)
			(23,173) (447) (331) - 1,588
	(24,066) 729 (23,337) (0.30) 78,174,946		(22,363) 31
			(22,332)
			(0.49) 45,433,489

The notes are an integral part of these consolidated financial statements. 3

Osisko Development Corp. Consolidated Statements of Comprehensive Loss For the three months ended March 31, 2023 and 2022 (Unaudited)

(Expressed in thousands of Canadian dollars)

Net loss Other comprehensive income (loss), net of tax 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 Items that may be reclassified to the consolidated statements of loss Currency translation adjustments Other comprehensive income (loss), net of tax Comprehensive loss	2023 $ (23,337) (4,244) - (5,263) (9,507) (32,844)	2022
		$ (22,332) (361) 21 384
		44
		(22,288)

4

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

Osisko Development Corp. Consolidated Statements of Cash Flows For the three months ended March 31, 2023 and 2022 (Unaudited)

(Expressed in thousands of Canadian dollars)

Notes Operating activities Net loss Adjustments for: Share-based compensation Depreciation 18,19 Finance costs Share of loss of associates 6 Change in fair value of financial assets and liabilities at fair value through profit and loss 6 Change in fair value of warrant liability Unrealized Foreign exchange loss (gain) Deferred income tax expense (recovery) Premium on flow-through shares Cumulative catch-up adjustment on contract liability 13 Proceeds from contract liability 13 Environmental rehabilitation obligations Other Net cash flows used in operating activities before changes in non-cash working capital items Changes in non-cash working capital items 22 Net cash flows used in operating activities Investing activities Mining interests Additions to Property, plant and equipment Additions to Exploration and evaluation Proceeds on disposals of investments 6 Acquisition of other investments Other Net cash flows used in investing activities Financing activities Proceeds from equity financings 16 Other issuance of common shares Share issue expense 16 Deferred Financing Fees Capital payments on lease liabilities 12 Long-term debt 11 Repayment of long-term debt 11 Net cash flows provided from (used in) 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	2023 $ (23,337) 2,076 3,551 1,288 113 - 9,174 (6,475) (729) - 182 (340) (1,493) (477) (16,467) 3,628 (12,839) (10,613) (8,042) (5,015) 585 - - (23,085) 51,756 38 (2,773) - (409) 4,720 (1,278) 52,054 16,130 91 16,221 105,944 122,165	2022 $ (22,332) 1,881 3,447 447 331 227 - (524) (31) (341) - - - (373)
		(17,268) 372
		(16,896)
		(9,661) (3,373) (5) 21,055 (4,438) (264)
		3,314
		42,390 - (2,130) (1,396) (4,992) 3,870 (605)
		37,137 23,555 (161)
		23,394 33,407
		56,801

5

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

Osisko Development Corp. Consolidated Statements of Changes in Equity For the three months ended March 31, 2023 (Unaudited)

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

Number of	Number of	Number of	**Accumulated **
common			**other **
shares			Share Contributed **comprehensive **
Notes Outstanding			capital Warrants surplus income(loss) Deficit	Total
			($) ($) ($) ($) ($)	($)
Balance – January 1, 2023 16	75,629,849 - -		1,032,786 1,573 12,857 7,166 (323,948) - - - - (23,337) - - - (9,507) -	730,434 (23,337) (9,507)
Net loss
Other comprehensive loss, net
Comprehensive loss	- - 7,841,850 10,000 - - - - 16,939 -		- - - (9,507) (23,337) - - - 60 (60) 45,545 6,211 - - - 75 - - - - (2,991) (408) - - - - 4,483 - - (4,483) - - 828 - - - - 1,367 - - 97 - - - - - - - - -	(32,844) 0 51,756 75 (3,399) - 828 1,367 97 -
Transfer of realized loss on financial assets at fair value through other comprehensive income, net of taxes
Bought deal financing 16
Shares issued to Williams Lake First Nation 16
Share issue expense 16
Change in fair value related to warrant modification 16
Share options - Share-based compensation
Equity-settled compensation plan
Shares issued - employee share purchase plan
Share issued from RSU/DSU Redemption
Balance – March 31, 2023	83,498,638		1,075,512 11,859 15,052 (2,281) (351,828)	748,314

6

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

Osisko Development Corp. Consolidated Statements of Changes in Equity For the three months ended March 31, 2022 (Unaudited)

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

Notes Balance – January 1, 2022 Net loss Other comprehensive loss Comprehensive loss Private placements – Brokered Share-issue costs Share options - Share-based compensation Equity-settled compensation plan Shares issued - employee share purchase plan Transfer of realized gain on financial assets at fair value through other comprehensive income, net of taxes Balance – March 31, 2022	Number of common shares Outstanding 44,400,854 - - -	Accumulated other Retained Share Contributed comprehensive earnings capital Warrants surplus income (loss) (deficit) Total
		($) ($) ($) ($) ($) ($) 714,373 - 6,436 6,764 (143,371) 584,202 - - - - (22,332) (22,332) - - - 44 - 44
		- - - 44 (22,332) (22,288) 41,723 667 - - - 42,390 (2,096) (34) - - - (2,130) - - 888 - - 888 - - 1,077 - - 1,077 185 - - - - 185 - - - (11,970) 11,970 -
	3,175,283
	-
	- - 11,741 - 47,587,878
		754,185 633 8,401 (5,162) (153,733) 604,324

(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.

7

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

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

1. Nature of operations and Liquidity

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 America. The common shares of Osisko Development began trading under the symbol ODV on the TSX Venture Exchange (“ TSX-V ”) on December 2, 2020 and on the New York Stock Exchange (“ NYSE ”) on May 27, 2022. 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 the Trixie test mine in the USA.

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 retroactively 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 retroactively for the 3:1 share consolidation unless noted otherwise.

On March 31, 2023, the former parent Company, Osisko Gold Royalties (OGR) held an interest of 44.1% (compared to 44.1% as at December 31, 2022) in Osisko Development Corp. Effective September 30, 2022, following certain changes made to OGR’s investment agreement with Osisko Development, it was determined that OGR no longer controlled Osisko Development.

The principal subsidiaries of the Company and their geographic locations at March 31, 2023 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%

As at March 31, 2023, the Company’s working capital was $109.5 million, which included cash of $122.2 million. The Company incurred a loss of $23.2 million for the three months ended on March 31, 2023. With the financings completed in March 2023 (note 16), 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 and Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IASB ”) (“ IFRS ”) and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting . Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted and these condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022. The accounting policies, methods of computation and presentation applied in the preparation of these condensed interim consolidated financial statements are consistent with those of the previous financial year, unless otherwise noted.

New accounting standards and amendments

The following pronouncements to existing accounting standards were effective on January 1, 2023:

• Amendment to IAS 12 Income taxes to require companies to recognize deferred tax on particular transactions that, on initial recognition,give rise to equal amounts of taxable and deductible temporary differences.

• Narrow scope amendment to IAS 1 Presentation of Financial Statements to improve accounting policy disclosures.

8

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

2. Basis of presentation and Statement of compliance (continued)

• Narrow scope amendment to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to distinguidh changes in accounting estimates from changes in accounting policies.

No material impact was identified in connection with the adoption of these amendments.

The Board of Directors approved these condensed interim consolidated financial statements on May 9, 2023

3. Cash

As at March 31, 2023 and 2022, the consolidated cash position was as follows:

	March 31, 2023 December 31, 2022	March 31, 2023 December 31, 2022
	$	$
Cash held in Canadian dollars Cash held in U.S. dollars Cash held in U.S. dollars (Canadian equivalent) Cash held in Mexican Pesos Cash held in Mexican Pesos (Canadian equivalent) Total cash	68,228 32,444 39,831 54,242 53,904 73,465 454 565 33 35
	122,165 105,944

4. Amounts receivable

		March 31, 2023 December 31, 2022
		$ $ 474 1,777 1,792 8,360 439 889 219 20
Trade receivables
Exploration tax credits
Sales taxes
Other
		2,924 11,046

9

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

5. Inventories

			March 31, 2023	December 31, 2022
			$ 6,760 2,497 2,028 2,147 3,858	$
	Ore in stockpiles			5,943 2,616 4,451 37 4,594
	Tailings
	Gold-in-circuit inventory
	Refined precious metals
	Supplies and other
			17,290	17,641
	**Total 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.

6. Investments in associates & other investments

Investments in associates

		March 31, 2023 December 31, 2022
		$ $
Balance – Beginning of period		8,833 12,964
Transfer to Other investments		- (15,344)
Share of loss and comprehensive loss, net		(113) (641)
Gainondeemed disposal(i)		- 11,854
Balance – End of period		8,720 8,833

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

10

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

6. Investments in associates & other investments (continued)

Other investments

			March 31, 2023	December 31, 2022
Fair value through profit or loss (warrants & convertible loan)			$	$
	Balance – Beginning of period		18 - - - - -	6,952 4,438 (117) (10,827) (480) 52
	Acquisitions Exercises
	Acquisition of Tintic
	Change in fair value Foreign exchange
			18	18
	Balance–End of period
Fair value through other comprehensive income (shares)				42,564 329 (22,585) (1,849) 15,342
Balance – Beginning of period			33,801 - (585) (4,244) -
Acquisitions Disposals Change in fair value Transfer from associates
Balance–End of period			28,972	33,801
Total			28,990	33,819

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

11

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

7. Mining interests

		March 31, 2023 December 31, 2022	March 31, 2023 December 31, 2022
		$	$
Cost – Beginning of period Acquisition of Tintic Additions Mining tax credit Asset retirement obligation Depreciation capitalized Share-based compensation capitalized Transfers Impairment Other adjustments Currency translation adjustments Cost – End of period		583,669	475,621
		-	169,175
		9,637	49,297
		(62)	(6,404)
		2,048	9,248
		1,048	1,141
		76 530 - - - (140,000)
		1,990	5,579
		1,626	19,482
		600,032 583,669
		3,190 - 472 2,964 314 226 3,976 3,190 600,032 583,669 (3,976) (3,190)
Accumulated depreciation – Beginning of period
Depreciation		472
Currency translationadjustments		314
Accumulated depreciation – End of period
Cost
Accumulated depreciation
		596,056 580,479
Net book value

Osisko Gold Royalties Ltd (former parent) 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 and Tintic properties. 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.

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12

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

8. Property, plant and equipment

	Land and Buildings	Machinery and Equipment	Construction- in-progress	March 31, 2023	December 31, 2022
	$	$	$	$	$
Cost– Beginning of period	27,980	80,208	23,721	131,909	93,241
Acquisition of Tintic	-	-	-	-	13,054
Additions	542	5,019	2,229	7,790	29,409
Disposals	-	(88)	(102)	(190)	(1,351)
Write-off	-	-	-	-	(5,455)
Other adjustments	-	(532)	-	(532)	(896)
Transfers	571	123	(694)	-	-
Currency translation
adjustments	160	1,281	783	2,224	3,907
Cost– End ofperiod	29,253	86,011	25,937	141,201	131,909
Accumulated depreciation –
Beginning of period	4,468	15,745	-	20,213	9,529
Depreciation	723	3,573	-	4,296	12,869
Disposal	-	(7)	-	(7)	(192)
Write-off	-	(434)	-	(434)	(2,687)
Currency translation
adjustments	55	511	-	566	694
Accumulated depreciation –
End ofperiod	5 ,246	19,388	-	24,634	20,213
Net book value	24,007	66,623	25,937	116,567	111,696

Property, plant and equipment includes right-of-use assets with a net carrying value of $3.6 million as at March 31, 2023 ($3.8 million as at December 31, 2022).

13

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

9. Exploration and evaluation

		December 31, 2022
	March 31,
	2023
Net book value - Beginning of period	**($) **	($) 3,635
	55,126 - 5,020 193 - (40)
Acquisition of Tintic		38,508
Additions		10,786
Depreciation capitalized		80
Other adjustments		(460)
Currency translationadjustments		2,577
Net book value – End ofperiod	60,299	55,126
Cost	160,506	155,333
Accumulatedimpairment	(100,207)	(100,207)
Net book value – End of period		55,126
	60,299

10. Accounts payable and accrued liabilities

	March 31, 2023	December 31, 2022
	$ 14,340 2,470 - 8,661	$ 18,057 5,005 716 7,328
Trade payables
Other payables
Income taxes payable
Accruedliabilities
	25,471	31,106

14

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

11. 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		March 31, 2023	December 31, 2022 ($ )
		($ ) 16,919 4,720 (1,278) (3) 20,358 5,399 14,959
			3,764
			17,772
			(4,860)
			243
			16,919
			4,663
			12,256
		20,358	16,919

12. 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	March 31, 2023	December 31, 2022
	($ ) 2,170 - - (409) - 6	($ ) 9,866
		325
		1,328
		(6,945)
		(2,418)
		14
	1,767	2,170
	845 922	1,208
		962
	1,767	2,170

15

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

13. Contract liability

On November 20, 2020, the Company’s wholly owned subsidiary 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 September 26, 2022, Tintic completed a metals stream agreement with Osisko Bermuda Ltd, for US$20 million ($26.1 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 interest rate used to calculate the accretion on the contract liability’s financing component is 5%.

The movement of the contract liability is as follows:

	March 31, 2023		December 31, 2022
Balance – Beginning of period	**($) **		($) 24,820 26,112 (2,792) 7,377 (4,362) 4,038 55,193 941 54,252 55,193
	55,193
Deposits	-
Proceeds from contract liability	(340)
Accretion on the contract liability’s financing component	2,315
Cumulative catch-up adjustment	182
Currency translationadjustment	2,376
Balance – End ofperiod
	59,726
Current liabilities
	631
Non-currentliabilities	59,095
	59,726

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.

16

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

14. Environmental rehabilitation provision

		March 31,	December 31, 2022	December 31, 2022
		2023
		**($) **	($)
	Balance – Beginning of period	75,770	53,236
	Acquisition of Tintic	-	4,599 22,353 (5,637) 3,223 (3,409) 1,405
	New liabilities	487
	Revision of estimates	573
	Accretion expense	735
	Settlement of liabilities / payment of liabilities	(505)
	Currency translationadjustment	**807 **
	Balance – End ofperiod	77,867	75,770
			9,738 66,032
	Current liabilities	3,122
	Non-currentliabilities	74,745
			75,770
		77,867

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 March 31, 2023, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $89.5 million. The weighted average actualization rate used is 3.77% and the disbursements are expected to be made between 2023 and 2030 as per the current closure plans.

15. Warrant Liability

The Company completed a non-brokered private placement, issuing non-brokered subscription receipts on May 27, 2022, each non-brokered subscription receipt holder received one unit comprised of one common share and one common share purchase warrant, upon the listing of Osisko Development’s common shares on the NYSE. Each warrant entitling the holder to purchase one additional common share at a price of USD$18.00 per common share for a period of 5 years from the date of issue. On March 17, 2023, the Company received the required approvals to reduce the exercise price of the common share purchase warrants issued in 2022 under the non-brokered private placements from US$18.00 to US$10.70.

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. 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 .

17

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

15. Warrant Liability (continued)

		March 31, 2023 December 31, 2022
Fair value through profit or loss (warrants)		$ $
	Balance – Beginning of period	16,395 - - 39,841 9,174 (25,008) (14) 1,562
	Additions Change in fair value Foreign exchange
		25,555 16,395
	Balance–End of period

For the period ended March 31, 2023, the Company recognized an unrealized loss of $9.2 million on the fair value adjustment of the warrant liability.

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:

	March 31,	December 31,
	2023	2022
Dividend per share	-	-
Expected volatility	65.6%	69.0%
Risk-free interest rate	3.58%	4.00%
Expected life	4.2 years	4.4 years
Exercise price (USD)	$10.70	$18.00
Share price (USD)	$4.90	$4.30

16. Share capital and warrants

Shares

Authorized: unlimited number of common shares, without par value

Issued and fully paid: 83,498,638 common shares

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.

2023 Bought Deal Financing

On March 2, 2023, the Company completed a public offering on a bought deal basis issuing 7,841,850 units at a price of $6.60 per unit for aggregate gross proceeds of $51.8 million (the “Bought Deal Financing”). Each 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

18

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

16. Share Capital and warrants (continued)

of $8.55 per common share for a period of 3 years following the closing date of the Bought Deal Financing. The fair value of the warrants issued was evaluated using the residual method and were valued at $6.2 million. Share issue expense

related to the Bought Deal Financing amounted to $3.4 million of which $2.8 million was paid during the three months ended March 31, 2023 and have been allocated against the common shares and warrants issued.

Participation Agreement with Williams Lake First Nation

On March 2, 2023, the Company issued 10,000 common shares of the Company in accordance with the terms of a participation agreement dated June 10, 2022 with the Williams Lake First Nation relating to the Company’s Cariboo Gold Project. The fair value of the common shares issued is calculated with reference to the share price of the Company’s common shares.

Warrants

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

	March 31, 2023 December 31, 2022	March 31, 2023 December 31, 2022
	Weighted	Weighted
	Number of Warrants average exercise price Number of Warrants(iii) average exercise price
	$ $
Balance – Beginning of period Issued – Brokered private placement Issued – Non-brokered private placement(i) Issued–Bought deal financing(ii)	24,046,640 17.86 4,929,791 30.00 - - 7,752,917 22.80 - - 11,363,932 13.53 7,841,850 8,55
	- -
	- -
	7,841,850 8,55
Balance – End of period	31,888,490 15.57 24,046,640 17.86

The warrants have a maturity date of Dec 1, 2023, March 2, 2026 and March 2, 2027

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

• (ii) On March 17, 2023, the Company received the required approvals to reduce the exercise price of the common share purchase warrants issued in 2022 under the brokered and non-brokered private placements. The exercise price to purchase one additional common share was reduced from $22.80 to $14.75 for the brokered private placement and from US$18.00 to US$10.70 for the non-brokered private placements.

The increase in fair value of the amended share purchase warrants classified as equity instruments was estimated to $4.5 million and recorded directly in the Deficit, considering the fair value of the original warrants left at the date of the modification, using the Black-Scholes option pricing model based on the following assumptions:

Dividend per share - Expected volatility 66% Risk-free interest rate 2.9% Expected life 4 years Share price $6.20

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

19

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

17. 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:

	**March 31, 2023 **	December 31, 2022	December 31, 2022
	Weighted average Number of options exercise price		Weighted average exercise price
		Number of
		options(i)
	$ 1,812,450 11.52 697,841 - - 1,245,400 (63,187) 9.18 (130,791)		$
Balance – Beginning of period			21.21
Granted			6.43
Forfeited			14.74
Balance – End of period Options exercisable – End of period	1,749,263 11.61 1,812,450
			11.52
	204,362 21.42 205,229
			21.32

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

The following table summarizes the share options outstanding as at March 31, 2023:

			Options outstanding
			Weighted
			average
		Exercise	remaining contractual
Grant date	Number(i)	price	life (years)
		$
December 22, 2020	336,131	22.86	2.73
February 5, 2021	10,533	24.30	2.85
June 23, 2021	165,129	21.30	3.23
August 16, 2021	39,955	16.89	3.38
November 12, 2021	48,015	16.20	3.62
June 30, 2022	837,400	6.49	4.25
November 18,2022	312,100	6.28	4.64
	1,749,263	11.61	3.88

(i) The number of options granted prior to May 4, 2023 have been adjusted to reflect the effect of the 3:1 share consolidation that took place on May 4, 2022.

20

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

17. Share-based compensation (continued)

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	March 31, 2023 - 64% 3.3% 47 months $6.43 $3.27	December 31, 2022
		-
		64%
		3.3%
		47 months
		$6.43
		$3.27

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 months ended March 31, 2023, there was no grant.The total share-based compensation related to share options granted under the Osisko Development’s plan was $0.8 million ($0.9 million for the period ended March 31, 2022).

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

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

	March 31, 2023
			December 31, 2022
	DSU RSU		DSU(i) RSU
Balance – Beginning of period Granted Settled Forfeited Balance – End of period(iii) Balance – Vested
	206,426 1,054,194 - - - - - (21,664) 206,426 1,032,530 68,898 -		79,781 345,377
			137,528 794,500
			(10,883) (49,118)
			- (36,565)
			206,426 1,054,194

(i) The number of DSU/RSU presented for 2022 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 months ended March 31, 2023 and 2022 (Unaudited)

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

17. Share-based compensation (continued)

• (ii) 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.

• (iii) 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.

The total share-based compensation expense related to the Osisko Development’s DSU and RSU plans for the three months ended March 31, 2023 was $Nil ( $.6 million for the period ended March 31, 2022).

Based on the closing price of the common shares at March 31, 2023 ($6.59), 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 $ .02 million ($.02 million as at December 31, 2022) and to $4.3 million based on all RSU and DSU outstanding ($3.9 million based on all RSUand DSU outstanding.

22

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

18. Cost of sales and other operating costs

				March 31, 2023 ($) 1,656 82 305 3,363 3,150 2,930 3,473	March 31, 2022
Salaries and benefits Share-based compensation Royalties Contract Services Raw materials and consumables Operational overhead and write-downs Depreciation					($) 2,882 125 458 8,956 3,903 4,682 3,407
				14,959	24,413

19. General and administrative expenses

				March 31, 2023 March 31, 2022
Salaries and benefits Share-based compensation Insurance Depreciation Legal and other consulting fees Other administrative expenses				**($) **
				3,580
				9,996 7,807

23

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

20. Other income, net

==> picture [485 x 53] intentionally omitted <==

					March 31, 2023 March 31, 2022
Interest income Foreign exchange gain (loss) Premium on flow-through shares Other					**($) **
					1,257
					6,556
					8,816 1,588

21. Loss per share

March 31, 2023	March 31, 2022
$	$
Net loss attributable to shareholders of the Company (23,337)	(22,332) 45,433,489
Basic and diluted weighted average number of
common shares outstanding 78,174,946
Net loss per share, basic and diluted (0.30)	(0.49)

The weighted average basic and diluted shares outstanding for 2022 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.

24

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

22. Supplementary cash flows information

	March 31, 2023 March 31, 2022
	($) **($) **
Changes in non-cash working capital items
Decrease (increase) in amounts receivable	7,599 214
Decrease (Increase) in inventory	693 (6,417)
Decrease (increase) in other current assets	975 (1,005)
Increase (decrease) Accounts payable and accrued liabilities	(5,639) 7,580
	3,628 372

23. 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).

		March 31, 2023
		Level 1 Level 2 Level 3 Total
		$ $ $ $
	**Recurring measurements **
	Financial assets at fair value through profit or loss	- - - - - - 18 18 - - - - 9,564 - - 9,564 19,408 - - 19,408
	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
		28,972 - 18 28,990

25

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

23. Fair value of financial instruments (continued)

	December 31, 2022	December 31, 2022
	Level 1 Level 2 Level 3 **Total **
	$ $ $ $ **Recurring measurements **
	Financial assets at fair value through profit or loss Convertible loan receivable - - - - Warrants on equity securities Publicly traded mining exploration and development companies Precious metals - - 18 18 Other minerals - - - - Financial assets at fair value through other comprehensive loss Equity securities Publicly traded mining exploration and development companies Precious metals 9,537 - - 9,537 Other minerals 24,264 - - 24,264
		33,801 - 18 33,819

During the period ended March 31, 2023 and 2022 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 three months ended March 31, 2023 and the year ended December 31, 2022:

	March 31, 2023	December 31, 2022	December 31, 2022
	$ 18 - - - - - - -	$ 6,952 4,438 (117) (10,827) 49 (287) (241) 51
Balance – Beginning of period
Acquisitions Warrants exercised Acquisition of Tintic 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) Foreign exchange
Balance – End ofperiod	18	18
(i) Recognized in the consolidated statements of loss under_other income, net_.

(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.

26

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

23. 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 March 31, 2023 and December 31, 2022.

Financial instruments not measured at fair value on the consolidated statements of financial position

Financial instruments that are not measured at fair value on the consolidated statement of financial position are represented by cash, trade receivables, amounts receivable from associates and other receivables, notes receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash, trade receivables, amounts receivable from associates and other receivables, accounts payable and accrued liabilities and short-term debt approximate their carrying values due to their short-term nature. The carrying value of the long-term debt approximates its fair value given that its interest rates are similar to the rates the Company would obtain under similar conditions at the reporting date.

24. Segmented information

The chief operating decision-maker organizes and manages the business under geographic 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 March 31, 2023 and December 31, 2022:

Other assets (non-current) Mining interest Property, plant and equipment Exploration and evaluation assets Total non-current assets (Excluding investments)	Canada Mexico USA	March 31, 2023 Total
	$ $ $	$
	16,631 19,338 3,818 379,155 20,920 195,981 62,211 22,115 32,241 3,653 - 56,646	39,787 596,056 116,567 60,299
	461,650 62,373 288,686	812,709

27

Osisko Development Corp. Notes to the Consolidated Financial Statements For the three months ended March 31, 2023 and 2022 (Unaudited)

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

24. Segmented information (continued)

Other assets (non-current) Mining interest Property, plant and equipment Exploration and evaluation assets Total non-current assets (Excluding investments)	December 31, 2022 Canada Mexico USA Total	December 31, 2022 Canada Mexico USA Total
	$ $ $	$
	16,252 17,485 3,257 372,061 16,822 191,596 63,655 21,688 26,353 3,653 - 51,473	36,994 580,479 111,696 55,126
	455,621 55,995 272,679	784,295

For the period ended March 31, 2023 Revenues Cost of sales Other operating costs General and administrative expenses Exploration and evaluation Segment operating loss		Canada Mexico USA
		$ $ $
		(16,065) (3,429) (2,817) (22,311)

For the period ended March 31, 2022 Revenues Cost of sales Other operating costs General and administrative expenses Exploration and evaluation Segment operating loss	Canada Mexico USA	Total
	$ $ $	$
	9,167 - (9,167) - (7,372) (7,874) (6,657) (1,150) (120) - (14,149) (9,024)	- 9,167 - (9,167) - (15,246) - (7,807) - (120)
		- (23,173)

28