AI assistant
Osisko Development Corp. Interim / Quarterly Report 2025
45981_rns_2025-05-06_5696f62b-3d90-48df-bf70-924ab2dcf673.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
OSISKO DEVELOPMENT CORP.
Unaudited Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
Osisko Development Corp.
Consolidated Statements of Financial Position
As at March 31, 2025 and December 31 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| March 31, 2025 | December 31, 2024 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 3 | 77,597 | 106,653 |
| Amounts receivable | 1,545 | 2,569 | |
| Inventories | 8,971 | 8,695 | |
| Other current assets | 5,313 | 4,903 | |
| 93,426 | 122,820 | ||
| Assets classified as held for sale | — | 430 | |
| 93,426 | 123,250 | ||
| Non-current assets | |||
| Investments in associates | 12,605 | 12,183 | |
| Other investments | 10,108 | 10,333 | |
| Mining interests | 4 | 492,639 | 506,670 |
| Property, plant and equipment | 5 | 87,936 | 87,123 |
| Exploration and evaluation | 6 | 89,379 | 86,258 |
| Other assets | 30,663 | 31,085 | |
| 816,756 | 856,902 | ||
| Liabilities | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 26,871 | 26,294 | |
| Lease liabilities | 361 | 361 | |
| Current portion of long-term debt and credit facility | 7 | 38,285 | 40,314 |
| Deferred consideration and contingent payments | 3,594 | 3,597 | |
| Contract liability | 250 | 109 | |
| Environmental rehabilitation provision | 8 | 6,017 | 5,974 |
| Warrant liability | 9 | 61,092 | 67,852 |
| 136,470 | 144,501 | ||
| Non-current liabilities | |||
| Lease liabilities | 433 | 461 | |
| Long-term debt | 7 | 7,312 | 5,503 |
| Deferred consideration and contingent payments | 8,800 | 8,635 | |
| Contract liability | 44,497 | 42,344 | |
| Environmental rehabilitation provision | 8 | 86,903 | 84,829 |
| 284,415 | 286,273 | ||
| Equity | |||
| Share capital | 1,137,599 | 1,137,362 | |
| Warrants | 11,859 | 11,859 | |
| Contributed surplus | 20,260 | 20,228 | |
| Accumulated other comprehensive loss | (1,730) | (503) | |
| Deficit | (635,647) | (598,317) | |
| 532,341 | 570,629 | ||
| 816,756 | 856,902 |
Going concern (Note 1)
APPROVED ON BEHALF OF THE BOARD
(signed) Sean Roosen, Director
(signed) Charles Page, Director
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
Osisko Development Corp.
Consolidated Statements of Loss
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except per share amounts)
| | Notes | 2025
$ | 2024
$ |
| --- | --- | --- | --- |
| Revenues | 13 | — | 1,767 |
| Operating expenses | | | |
| Cost of sales | 12, 13 | — | (1,974) |
| Other operating costs | 12, 13 | (10,158) | (8,801) |
| General and administrative | | (6,653) | (6,015) |
| Exploration and evaluation | | (121) | (70) |
| Impairment of assets | 4, 5 | (25,793) | (5,415) |
| Operating loss | | (42,725) | (20,508) |
| Finance costs | | (4,469) | (3,208) |
| Share of loss of associates | | (128) | (131) |
| Change in fair value of warrant liability | 9 | 6,699 | 9,070 |
| Other income, net | | 3,290 | 7,057 |
| Loss before income taxes | | (37,333) | (7,720) |
| Income tax recovery (expense) | | 3 | (268) |
| Net loss | | (37,330) | (7,988) |
| Basic and diluted net loss per share | | (0.27) | (0.09) |
| Weighted average number of shares outstanding - basic and diluted | | 136,605,758 | 84,211,239 |
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 months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Net loss | (37,330) | (7,988) |
| 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 (loss) | 295 | (2,846) |
| Income tax effect | (3) | 268 |
| Items that may be reclassified to the consolidated statements of loss | | |
| Currency translation adjustments | (1,681) | (1,378) |
| Other comprehensive loss | (1,389) | (3,956) |
| Comprehensive loss | (38,719) | (11,944) |
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 months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| Notes | 2025 $ | 2024 $ | |
|---|---|---|---|
| Operating activities | |||
| Net loss | (37,330) | (7,988) | |
| Adjustments for: | |||
| Share-based compensation | 378 | 94 | |
| Depreciation | 2,005 | 2,939 | |
| Finance costs | 3,534 | 3,003 | |
| Share of loss of associates | 128 | 131 | |
| Change in fair value of financial assets and liabilities at fair value through profit and loss | 160 | (296) | |
| Change in fair value of warrant liability | 9 | (6,699) | (9,070) |
| Unrealized foreign exchange gain | (1,973) | (5,612) | |
| Deferred income tax expense (recovery) | (3) | 268 | |
| Impairment of assets | 4, 5 | 25,793 | 5,415 |
| Cumulative catch-up adjustment on contract liability | 3 | (10) | |
| Proceeds from contract liability | — | (20) | |
| Other | (922) | 238 | |
| Environmental rehabilitation obligations paid | 8 | — | (327) |
| Net cash flows used in operating activities before changes in non-cash working capital items | (14,926) | (11,235) | |
| Changes in non-cash working capital items | |||
| Decrease in amounts receivable | 1,092 | 1,205 | |
| Decrease in inventory | 44 | 21 | |
| Increase in other current assets | (163) | (992) | |
| Decrease in accounts payable and accrued liabilities | 1,449 | 1,940 | |
| Net cash flows used in operating activities | (12,504) | (9,061) | |
| Investing activities | |||
| Additions to mining interests | (10,962) | (4,340) | |
| Additions to property, plant and equipment | (1,863) | (1,554) | |
| Additions to exploration and evaluation assets | (2,508) | (4,243) | |
| Proceeds on disposals of property, plant and equipment and assets classified as held for sale | 531 | 3,812 | |
| Proceeds on disposals of investments | 359 | 649 | |
| Change in restricted cash | — | (1,117) | |
| Net cash flows used in investing activities | (14,443) | (6,793) | |
| Financing activities | |||
| Other issuance of common shares | 24 | 33 | |
| Share and warrant issue expense | (220) | — | |
| Capital payments on lease liabilities | (30) | (164) | |
| Long-term debt and credit facility draw down | — | 32,909 | |
| Repayment of long-term debt and credit facility | 7 | (1,686) | (3,657) |
| Withholding taxes on settlement of restricted units | (33) | — | |
| Net cash flows (used in) provided by financing activities | (1,945) | 29,121 | |
| (Decrease) Increase in cash and cash equivalents before impact of exchange rate | (28,892) | 13,267 | |
| Effects of exchange rate changes on cash and cash equivalents | (164) | 805 | |
| (Decrease) Increase in cash and cash equivalents | (29,056) | 14,072 | |
| Cash and cash equivalents – Beginning of period | 106,653 | 43,455 | |
| Cash and cash equivalents – End of period | 77,597 | 57,527 |
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 three months ended March 31, 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars except number of shares)
| Number of common shares outstanding | Share capital | Warrants | Contributed surplus | Accumulated other comprehensive loss | Deficit | Total | |
|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | ||
| Balance – January 1, 2025 | 136,580,233 | 1,137,362 | 11,859 | 20,228 | (503) | (598,317) | 570,629 |
| Net loss | — | — | — | — | — | (37,330) | (37,330) |
| Other comprehensive income, net | — | — | — | — | (1,389) | — | (1,389) |
| Comprehensive income (loss) | — | — | — | — | (1,389) | (37,330) | (38,719) |
| Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes | — | — | — | — | 162 | (162) | — |
| Share-based compensation: | |||||||
| - Share options | — | — | — | 406 | — | — | 406 |
| - Restricted and deferred share units | — | — | — | (7) | — | — | (7) |
| Shares issued - employee share purchase plan | 27,952 | 69 | — | — | — | — | 69 |
| Shares issued from RSU/DSU settlement | 13,303 | 168 | — | (367) | — | 162 | (37) |
| Balance – March 31, 2025 | 136,621,488 | 1,137,599 | 11,859 | 20,260 | (1,730) | (635,647) | 532,341 |
As at March 31, 2025, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to a loss of $(20.8) million. Items that may be recycled to the consolidated statements of loss amount to $19.1 million.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
7
Osisko Development Corp.
Consolidated Statements of Changes in Equity
For the three months ended March 31, 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares)
| Number of common shares outstanding | Share capital | Warrants | Contributed surplus | Accumulated other comprehensive loss | Deficit | Total | |
|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | ||
| Balance – January 1, 2024 | 84,102,240 | 1,080,049 | 11,859 | 18,722 | (14,529) | (510,913) | 585,188 |
| Net loss | — | — | — | — | — | (7,988) | (7,988) |
| Other comprehensive loss, net | — | — | — | — | (3,956) | — | (3,956) |
| Comprehensive loss | — | — | — | — | (3,956) | (7,988) | (11,944) |
| Transfer of realized loss on financial assets at fair value through other comprehensive loss, net of taxes | — | — | — | — | 163 | (163) | — |
| Share-based compensation: | |||||||
| - Share options | — | — | — | (52) | — | — | (52) |
| - Restricted and deferred share units | — | — | — | 161 | — | — | 161 |
| Shares issued - employee share purchase plan | 21,170 | 80 | — | — | — | — | 80 |
| Balance – March 31, 2024 | 84,123,410 | 1,080,129 | 11,859 | 18,831 | (18,322) | (519,064) | 573,433 |
As at March 31, 2024, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to $(19.2) million. Items that may be recycled to the consolidated statements of loss amount to $0.9 million.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
8
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
1. Nature of operations and going concern
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 continental North America. 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 and is constituted under the Canada Business Corporations Act. The common shares of Osisko Development trade under the symbol ODV on the TSX Venture Exchange (“TSX-V”) and on the New York Stock Exchange (“NYSE”). As at March 31, 2025, the Company’s significant shareholder, Osisko Gold Royalties (“OGR”) held an interest of 24.4% in Osisko Development (compared to 24.4% as at December 31, 2024).
These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. As at March 31, 2025, the Company has a negative working capital of $43.0 million, which includes a cash and cash equivalent balance of $77.6 million. The Company also has an accumulated deficit of $635.6 million and incurred a net loss of $37.3 million for the three months ended March 31, 2025.
The working capital position as at March 31, 2025 will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the twelve months ending March 31, 2026. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company’s ability to continue as a going concern as described in the preceding paragraph, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.
The Company’s ability to continue future operations and fund its planned activities is dependent on management’s ability to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling assets and 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 assets and investments to generate liquidity. While management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If Management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than the amounts reflected in these unaudited condensed interim consolidated financial statements.
2. Basis of presentation and Statement of compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) 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 unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024. The accounting policies, methods of computation and presentation applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year.
9
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
The Board of Directors approved these unaudited condensed interim consolidated financial statements for issue on May 6, 2025.
3. Cash and cash equivalents
As at March 31, 2025 and December 31 2024, the consolidated cash and cash equivalents position was as follows:
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Cash and cash equivalents held in Canadian dollars | 8,167 | 11,776 |
| Cash and cash equivalents held in U.S. dollars | 47,042 | 63,615 |
| Cash and cash equivalents held in U.S. dollars (Canadian dollars equivalent) | 67,627 | 91,535 |
| Cash held and cash equivalents in Mexican Pesos | 25,610 | 48,234 |
| Cash held and cash equivalents in Mexican Pesos (Canadian dollars equivalent) | 1,803 | 3,342 |
| 77,597 | 106,653 |
As at March 31, 2025, cash and cash equivalents include US$47.0 million ($67.6 million) held in guaranteed investment certificates bearing an interest rate of 4.75% with maturity dates on April 2025 (December 31, 2024 – US$40.1 million ($57.7 million) bearing an interest rate of 4.95%). As at December 31, 2024, cash and cash equivalents include US$1.6 million ($2.3 million) (March 31, 2025 – nil) held in money market funds.
4. Mining interests
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Cost – Beginning of period | 510,986 | 456,467 |
| Additions | 9,004 | 35,538 |
| Mining tax credit | — | (534) |
| Asset retirement obligations | 888 | 13,524 |
| Depreciation capitalized | 483 | 2,397 |
| Share-based compensation capitalized | 21 | 70 |
| Impairment | (25,344) | — |
| Borrowing costs | 617 | 3,123 |
| Currency translation adjustments | 413 | 401 |
| Cost – End of period | 497,068 | 510,986 |
| Accumulated depreciation – Beginning of period | 4,316 | 4,772 |
| Depreciation | 36 | 140 |
| Currency translation adjustments | 77 | (596) |
| Accumulated depreciation – End of period | 4,429 | 4,316 |
| Cost | 497,068 | 510,986 |
| Accumulated depreciation | (4,429) | (4,316) |
| Net book value | 492,639 | 506,670 |
10
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
NSR Royalty and Streams
OGR holds a 5% NSR royalty on the Cariboo Gold Project, a 15% gold and silver stream on the San Antonio Gold Project and a 2% to 2.5% stream on all refined metals on the Tintic properties. The Cariboo Gold 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 not less than $150 million. The security shall be first-ranking, subject to permitted encumbrances.
On May 27, 2022, the Company completed the acquisition of Tintic, which owns the 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 issued an aggregate of 2% NSR royalties, with a 50% buyback right in favour of Osisko Development exercisable within five years.
Impairment assessment
The market conditions, industry cost pressures, current inflationary environment and changes in assumptions related to required future capital expenditures, potential mining and processing methods and decrease in contained gold ounces in measured, indicated and inferred resources are considered as indicators of impairment and, accordingly, management of the Company performed an impairment assessment on all its projects. The Company tested its CGUs, for impairment, and recorded an impairment charge for the three months ended March 31, 2025 based on the results of its impairment assessments. No impairment charge is recorded in the corresponding period of 2024. 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 in future reporting.
On April 28, 2025, the Company disclosed the results of its optimized feasibility study on the Cariboo Gold Project ("2025 FS"). The 2025 FS considers a single milling facility at the mine site for processing, removing the need to transport flotation concentrate to the QR Mill. This change is considered an indicator of impairment for the QR Mill and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.3 million on the mining interests related to the QR Mill. On March 31, 2025, the net book value related to the QR Mill was entirely written off as it is estimated that the net book value will not be recovered by expected net profits to be generated from future sale of precious metals.
11
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
5. Property, plant and equipment
| Land and Buildings | Machinery and Equipment | Construction-in-progress | 2025 | 2024 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Cost– Beginning of period | 32,638 | 81,225 | 15,525 | 129,388 | 131,574 |
| Additions | 272 | 591 | 2,819 | 3,682 | 8,103 |
| Assets classified as held for sale and other disposals(i) | — | (252) | — | (252) | (7,126) |
| Impairment | (2) | (637) | — | (639) | (3,362) |
| Currency translation adjustments | (5) | 285 | (2) | 278 | 199 |
| Cost – End of period | 32,903 | 81,212 | 18,342 | 132,457 | 129,388 |
| Accumulated depreciation – Beginning of period | 11,101 | 31,164 | — | 42,265 | 34,289 |
| Depreciation | 584 | 2,226 | — | 2,810 | 13,634 |
| Assets classified as held for sale and other disposals(i) | — | (162) | — | (162) | (5,367) |
| Impairment | — | (540) | — | (540) | — |
| Currency translation adjustments | (2) | 150 | — | 148 | (291) |
| Accumulated depreciation – End of period | 11,683 | 32,838 | — | 44,521 | 42,265 |
| Cost | 32,903 | 81,212 | 18,342 | 132,457 | 129,388 |
| Accumulated depreciation | (11,683) | (32,838) | — | (44,521) | (42,265) |
| Net book value | 21,220 | 48,374 | 18,342 | 87,936 | 87,123 |
Machinery and Equipment includes right-of-use assets with a net carrying value of $2.4 million as at March 31, 2025 ($2.5 million as at December 31, 2024).
6. Exploration and evaluation
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Net book value - Beginning of period | 86,258 | 70,135 |
| Additions | 2,854 | 9,141 |
| Depreciation capitalized | 336 | 640 |
| Currency translation adjustments | (69) | 6,342 |
| Net book value – End of period | 89,379 | 86,258 |
| Cost | 189,586 | 186,465 |
| Accumulated impairment | (100,207) | (100,207) |
| Net book value – End of period | 89,379 | 86,258 |
12
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
7. Long-term debt and credit facility
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Balance – Beginning of period | 45,817 | 16,923 |
| Additions – Credit Facility | — | 65,723 |
| Additions – Mining equipment financings | 1,364 | 1,065 |
| Repayment of Credit Facility and mining equipment financings | (1,686) | (43,253) |
| Interest capitalized | 1,039 | 5,377 |
| Interest paid | (898) | (3,696) |
| Currency translation adjustments | (39) | 3,678 |
| Balance – End of period | 45,597 | 45,817 |
| Current portion | 38,285 | 40,314 |
| Non-current portion | 7,312 | 5,503 |
| 45,597 | 45,817 |
Credit Facility
In 2024, the Company entered into and amended a credit agreement with National Bank of Canada providing for a US$50 million delayed draw term loan (the "Credit Facility"). The Credit Facility has to be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo gold project. The maturity date of the Credit Facility is October 31, 2025.
The draws made under the Credit Facility can be by way of a base rate loan or a term benchmark loan, on which differing interest rate will apply. On March 13, 2025, the Company entered into a third amending agreement pursuant to which the differing interest rate for the Base Rate Loan and the Term Benchmark Loan will be the following, effective March 7, 2025:
- For a Base Rate Loan: the greater of (i) the federal funds effective rate plus 0.50% and (ii) the National Bank variable rate of interest for United States dollar loans in Canada, plus (iii) 3.50% per annum.
- For a Term Benchmark Loan: (i) the Secured Overnight Financing Rate ("SOFR"); plus (ii) an additional 0.10% per annum for each applicable interest period, plus (iii) 4.50% per annum.
The Credit Facility is subject to certain conditions and covenants that require the Company to maintain certain financial ratios, including the Company's tangible net worth, minimum liquidity and other non-financial requirements. As at March 31, 2025, all such ratios and requirements were met.
In addition, the obligations under the Credit Facility are secured against all of the present and future assets and property of Barkerville and the shares of Barkerville as held by the Company.
The schedule for expected payments of the mining equipment financings and Credit Facility are as follows:
| Less than 1 year | 1-2 years | 3-4 years | |
|---|---|---|---|
| $ | $ | $ | |
| Total payments – Mining equipment financings | 2,558 | 4,536 | 2,776 |
| Total payments – Credit Facility (principal) | 35,727 | — | — |
13
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
8. Environmental rehabilitation provision
| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Balance – Beginning of period | 90,803 | 76,729 |
| New obligations | — | 24,575 |
| Revision of estimates | 888 | (11,080) |
| Accretion expense | 974 | 3,432 |
| Payment of environmental rehabilitation obligations | — | (2,190) |
| Currency translation adjustment | 255 | (663) |
| Balance – End of period | 92,920 | 90,803 |
| Current portion | 6,017 | 5,974 |
| Non-current portion | 86,903 | 84,829 |
| | 92,920 | 90,803 |
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, 2025, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $124.9 million (December 31, 2024 – $126.3 million). The weighted average actualization rate used is approximately 3.94% (December 31, 2024 – 4.40%) and the disbursements are expected to be made between 2025 and 2039 as per the current closure plans.
9. Warrants
The warrants issued in connection with the 2022 non-brokered private placement and the 2024 non-brokered and brokered private placements include embedded derivatives 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 option pricing model at the end of each reporting period, and the variation in the fair value is recognized on the consolidated statements of loss under Change in fair value of warrant liability.
The movement of the warrants liability, classified as financial instruments at fair value through profit or loss, is as follows:
| | 2025
$ | 2024
$ |
| --- | --- | --- |
| Balance – Beginning of year | 67,852 | 11,552 |
| Additions | — | 71,875 |
| Change in fair value | (6,699) | (19,497) |
| Foreign exchange | (61) | 3,922 |
| Balance – End of year | 61,092 | 67,852 |
14
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
In absence of quoted market prices, the fair value of the warrants exercisable in USD is determined using the Black-Scholes option pricing model based on the following weighted average assumptions and inputs:
| 2025 | 2024 | |
|---|---|---|
| Dividend per share | 0% | 0% |
| Expected volatility | 82.3% | 81.1% |
| Risk-free interest rate | 3.9% | 4.3% |
| Expected life | 4.1 years | 4.3 years |
| Exercise price (USD) | 4.40 | 4.40 |
| Share price (USD) | 1.55 | 1.63 |
The outstanding warrants have the following maturity dates and exercise terms:
| Placement | Classification | Maturity | Number of Warrants | Exercise Price |
|---|---|---|---|---|
| 2022 Brokered private placement | Equity | 02-Mar-27 | 7,752,916 | $ 14.75 |
| 2022 Non-brokered private placement | Liability | 27-May-27 | 11,363,933 | US$ 10.70 |
| 2023 Bought deal financing | Equity | 02-Mar-26 | 7,841,850 | $ 8.55 |
| 2024 Non-brokered private placement | Liability | 01-Oct-29 | 19,163,410 | US$ 3.00 |
| 2024 Brokered private placement | Liability | 01-Oct-29 | 31,946,366 | US$ 3.00 |
10. Share-based compensation
Share options
The following table summarizes information about the movement of the share options outstanding under the Company's plan:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
| $ | $ | |||
| Outstanding – Beginning of period | 5,229,369 | 5.53 | 2,700,077 | 9.64 |
| Granted | — | — | 3,163,100 | 2.74 |
| Forfeited | (686,300) | 2.95 | (516,354) | 8.19 |
| Expired | (102,378) | 12.84 | (117,454) | 13 |
| Outstanding – End of period | 4,440,691 | 5.76 | 5,229,369 | 5.53 |
| Exercisable – End of period | 1,161,854 | 11.68 | 1,260,721 | 11.74 |
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
The following table summarizes the share options outstanding as at March 31, 2025:
| Grant date | Exercise price | Number | Options outstanding | Options exercisable | ||
|---|---|---|---|---|---|---|
| Weighted average remaining contractual life (years) | Number | Weighted average remaining contractual life (years) | ||||
| $ | ||||||
| December 22, 2020 | 22.86 | 240,765 | 0.73 | 240,765 | 0.73 | |
| February 5, 2021 | 24.30 | 10,533 | 0.85 | 10,533 | 0.85 | |
| June 23, 2021 | 21.30 | 93,498 | 1.23 | 93,498 | 1.23 | |
| August 16, 2021 | 16.89 | 31,199 | 1.38 | 31,199 | 1.38 | |
| November 12, 2021 | 16.20 | 19,996 | 1.62 | 19,996 | 1.62 | |
| June 30, 2022 | 6.49 | 462,800 | 2.25 | 308,533 | 2.25 | |
| November 18, 2022 | 6.28 | 187,100 | 1.47 | 152,598 | 1.21 | |
| April 3, 2023 | 6.59 | 914,200 | 3.01 | 304,732 | 3.01 | |
| April 3, 2024 | 2.88 | 256,300 | 4.01 | — | — | |
| July 4, 2024 | 2.72 | 2,224,300 | 4.26 | — | — | |
| 5.76 | 4,440,691 | 3.37 | 1,161,854 | 1.87 |
The fair value of the share options is recognized as compensation expense over the vesting period. During the three months ended March 31, 2025, the total share-based compensation related to share options granted under the Osisko Development's plan amounted to $0.4 million ($0.1) million for the three months ended March 31, 2024.
Deferred and restricted share units ("DSU" and "RSU")
The following table summarizes the DSU and RSU movements:
| 2025 | 2024 | |||
|---|---|---|---|---|
| DSU | RSU | DSU | RSU | |
| Outstanding – Beginning of period | 606,463 | 1,219,125 | 294,713 | 1,078,285 |
| Granted | — | — | 363,250 | 492,200 |
| Settled | — | — | — | (102,583) |
| Forfeited | (29,383) | (229,600) | (51,500) | (248,777) |
| Outstanding – End of period | 577,080 | 989,525 | 606,463 | 1,219,125 |
| Vested – End of period | 345,330 | — | 374,713 | — |
The total share-based compensation expense related to Osisko Development's DSU and RSU plans for the three months ended March 31, 2025 was nil ($0.2 million for the three months ended March 31, 2024).
15
16
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
11. Cost of sales and other operating costs
| 2025 | 2024 | |
|---|---|---|
| $ | $ | |
| Salaries and benefits | 1,292 | 1,780 |
| Share-based compensation | 18 | 21 |
| Royalties | — | 175 |
| Contract Services | 4,039 | 2,453 |
| Raw materials and consumables | 412 | 400 |
| Operational overhead and write-downs | 2,417 | 3,053 |
| Depreciation | 1,980 | 2,893 |
| 10,158 | 10,775 |
For the three months ended March 31, 2024, an amount of $0.5 million (2025 – nil) was recorded in Operational overhead and write-downs to bring the inventories to net realizable value.
12. Fair value of financial instruments
Fair value measurement is determined using a three-level fair value hierarchy. Refer to Note 30 of the Company's audited consolidated financial statements for the year ended December 31, 2024, which contain a description of these three levels.
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 | Level 2 | Level 3 | 2025 Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Recurring measurements | ||||
| Financial assets at fair value through profit or loss | ||||
| Warrants on equity securities | ||||
| Publicly traded mining exploration and development companies | ||||
| Precious metals | — | — | 210 | 210 |
| Financial assets at fair value through other comprehensive loss | ||||
| Equity securities | ||||
| Publicly traded mining exploration and development companies | ||||
| Precious metals | 2,943 | — | — | 2,943 |
| Other minerals | 6,955 | — | — | 6,955 |
| 9,898 | — | 210 | 10,108 |
17
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
| Level 1 | Level 2 | Level 3 | 2024 Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Recurring measurements | ||||
| Financial assets at fair value through profit or loss | ||||
| Warrants on equity securities | ||||
| Publicly traded mining exploration and development companies | ||||
| Precious metals | — | — | 370 | 370 |
| Financial assets at fair value through other comprehensive loss | ||||
| Equity securities | ||||
| Publicly traded mining exploration and development companies | ||||
| Precious metals | 2,706 | — | — | 2,706 |
| Other minerals | 7,257 | — | — | 7,257 |
| 9,963 | — | 370 | 10,333 |
During the three months ended March 31, 2025 and 2024 there were no transfers among Level 1, Level 2 and Level 3.
13. 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, Mexico, and the USA and are detailed as follows as at March 31, 2025 and December 31, 2024:
| 2025 | ||||
|---|---|---|---|---|
| Canada | Mexico | USA | Total | |
| $ | $ | $ | $ | |
| Other assets (non-current) | 10,645 | 15,852 | 4,166 | 30,663 |
| Mining interests | 426,379 | 23,638 | 42,622 | 492,639 |
| Property, plant and equipment | 59,523 | 8,923 | 19,490 | 87,936 |
| Exploration and evaluation | 4,485 | — | 84,894 | 89,379 |
| Total non-current assets | 501,032 | 48,413 | 151,172 | 700,617 |
| 2024 | ||||
| Canada | Mexico | USA | Total | |
| $ | $ | $ | $ | |
| Other assets (non-current) | 10,864 | 15,499 | 4,722 | 31,085 |
| Mining interests | 440,458 | 23,368 | 42,844 | 506,670 |
| Property, plant and equipment | 57,358 | 9,425 | 20,340 | 87,123 |
| Exploration and evaluation | 4,464 | — | 81,794 | 86,258 |
| Total non-current assets | 513,144 | 48,292 | 149,700 | 711,136 |
18
Osisko Development Corp.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025 and 2024
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
| Canada | Mexico | USA | Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| For the three months ended March 31, 2025 | ||||
| Other operating costs | (7,055) | (1,394) | (1,709) | (10,158) |
| General and administrative | (5,164) | (467) | (1,022) | (6,653) |
| Exploration and evaluation | (97) | (24) | — | (121) |
| Impairment of assets | (25,793) | — | — | (25,793) |
| Operating loss | (38,109) | (1,885) | (2,731) | (42,725) |
| For the three months ended March 31, 2024 | ||||
| Revenues | 68 | — | 1,699 | 1,767 |
| Cost of sales | (98) | — | (1,876) | (1,974) |
| Other operating costs | (5,791) | (1,679) | (1,331) | (8,801) |
| General and administrative | (4,704) | (436) | (875) | (6,015) |
| Exploration and evaluation | (40) | (30) | — | (70) |
| Impairment of assets | (4,894) | — | (521) | (5,415) |
| Operating loss | (15,459) | (2,145) | (2,904) | (20,508) |
14. Commitments
The Company has the following commitments as of March 31, 2025:
| Total^{(i)} | Less than 1 year | 1-2 years | 3-4 years | |
|---|---|---|---|---|
| Purchase obligations | 6,699 | 6,699 | — | — |
| Capital commitments | 6,368 | 5,765 | 603 | — |
| Total | 13,067 | 12,464 | 603 | — |
( i ) The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact.