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Osisko Development Corp. Regulatory Filings 2021

Jan 18, 2021

45981_rns_2021-01-18_bb195b57-01ab-4f1f-97b2-0bd5ec1efb99.pdf

Regulatory Filings

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Form 45-106F1 Report of Exempt Distribution (Non-investment fund issuer)

ITEM 1 – REPORT TYPE

New report

Amended report If amended, provide Submission ID of report that is being amended: (Example: EDR1234567890-123)

ITEM 2 – PARTY CERTIFYING THE REPORT

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Issuer (Other than an investment fund)

Underwriter

ITEM 3 – ISSUER NAME AND OTHER IDENTIFIERS

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name

Osisko Development Corp.

Previous full legal name If the issuer's name changed in the last 12 months, provide most recent previous legal name.

Website (if applicable)

https://osiskodev.com

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".

Legal entity identifier

Did two or more co-issuers distribute a single security? No Yes

If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.

Full legal name(s) of co-issuer(s)

ITEM 4 – UNDERWRITER INFORMATION

If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.
Full legal name
Does the Underwriter's Firm have an NRD Number?NoYes Firm NRD number
If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address Municipality Province/State Postal/ZIP code
Country Telephone number Website (if applicable)
ITEM 5 – ISSUER INFORMATION
a) Primary industry
Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closelycorresponds to the issuer's primary business activity.
NAICS industry code
212220
If the issuer is in thethe mining industry. Select the category that best describes the issuer's stage of operations.ExplorationDevelopmentProduction mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in
Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.MortgagesReal estate Commercial/business debtConsumer debt Private companies CryptoassetsN/A
b) Number of employees
0 - 4950 - 99100 - 499500 or more
c) SEDAR profile number
Does the issuer have a SEDAR profile ?NoYes If yes, provide SEDAR profile number:00024879 If the issuer's SEDAR profile is a "private" profile, please provide ascreenshot of the issuer's profile by e-mail to[email protected]
d) Head office address If the issuer does not have a SEDAR profile, complete Item 5(d) – (h).
Street address Municipality Province/State Postal/ZIP code
Country Telephone number
e) Date of formation and financial year-end
Date of formation Financial year-end
f) Reporting issuer status
Is the issuer a reporting issuer in any jurisdiction of Canada?NoYes
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.AllABBCMB NBNLNT
NSONPENU QCSKYT
g) Public listing status
Does the issuer have a CUSIP number?NoYes CUSIP number (provide first 6 digits only)
exchange and not a trading facility such as, for example, an automated trading system. If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of an
Exchange name:
Not ApplicableAequitas Neo Exchange Toronto Stock ExchangeAustralian Securities Exchange TSX Venture ExchangeDeutsche Boerse Canadian Securities ExchangeEuronext
London Stock ExchangeNasdaq New York Stock Exchange Shanghai Stock Exchange
Shenzhen Stock Exchange Stock Exchange Of Hong Kong Tokyo Stock Exchange OTHER
If other, describe:
h) Size of issuer's assets
Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annual
financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.$0 to under $5M $5M to under $25M $25M to under $100M
$100M to under $500M $500M to under $1B $1B or over

ITEM 7 – INFORMATION ABOUT THE DISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasersresident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in connection with thedistribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report.
a) Currency
Canadian dollar US dollar Euro Other (describe): Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.
b) Distribution date(s)
the distribution period covered by the report. State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distributiondate as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for
Start Date2021-01-08 End Date2021-01-08
c) Detailed purchaser information
Attach the completed Excel file here Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
d) Types of securities distributed
code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security
Canadian $
Security code CUSIPnumber Number ofsecurities Single or lowestprice Highest price Total amount
UBS 9,346,464.0000 7.5000 70,098,480.0000
Description of security: Each unit is comprised of one common share and one half of one common share purchaser warrant
e) Details of rights and convertible/exchangeable securities
If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable
securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.
Not Applicable
Convertible / Underlying Exercise price Expiry date
exchangeablesecurity code securitycode (Canadian $)Lowest Highest (YYYY-MM-DD) Conversion ratio
WNT CMS 10.0000 10.0000 2023-12-01
Describe other terms:Each warrant entitles the holder thereof to acquire one common share during the period commencing on the closing date and
(if applicable) ending on December 1, 2023
f) Summary of the distribution by jurisdiction and exemption
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a
distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a
This table requires a separate line item for (i) each jurisdiction where a purchaser resides (ii) each exemption relied on in the jurisdiction where a purchaser
For jurisdictions within of Canada, state the province or territory, otherwise state country. resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.
Province orcountry Exemption relied on No. of unique2apurchasers Total amount(Canadian $)
Bahamas NI 45-106 2.10 [Minimum amount investment] 1 262,500.0000
Alberta NI 45-106 2.10 [Minimum amount investment] 2 975,000.0000
British Columbia NI 45-106 2.10 [Minimum amount investment] 3 1,037,497.5000
Newfoundland and Labrador NI 45-106 2.10 [Minimum amount investment] 1 150,000.0000
Ontario NI 45-106 2.10 [Minimum amount investment] 2 675,000.0000
Hong Kong NI 45-106 2.10 [Minimum amount investment] $\overline{c}$ 3,225,000.0000
United Kingdom NI 45-106 2.10 [Minimum amount investment] 1 300,000.0000
United States NI 45-106 2.10 [Minimum amount investment] $\mathbf 5$ 2,932,500.0000
Andorra NI 45-106 2.3 [Accredited investor] 3 104,670.0000
Argentina NI 45-106 2.3 [Accredited investor] $\overline{2}$ 147,000.0000
Australia NI 45-106 2.3 [Accredited investor] 41 1,864,072.5000
Austria NI 45-106 2.3 [Accredited investor] $\overline{2}$ 30,000.0000
Belgium NI 45-106 2.3 [Accredited investor] 3 171,300.0000
Bermuda NI 45-106 2.3 [Accredited investor] 1 375,000.0000
Brazil NI 45-106 2.3 [Accredited investor] 3 123,750.0000
Bulgaria NI 45-106 2.3 [Accredited investor] 1 18,750.0000
Alberta NI 45-106 2.3 [Accredited investor] 33 1,293,982.5000
British Columbia NI 45-106 2.3 [Accredited investor] 96 5,386,530.0000
Manitoba NI 45-106 2.3 [Accredited investor] $\sqrt{2}$ 13,747.5000
Nova Scotia NI 45-106 2.3 [Accredited investor] 1 75,000.0000
Ontario NI 45-106 2.3 [Accredited investor] 77 3,769,672.5000
Prince Edward Island NI 45-106 2.3 [Accredited investor] $\overline{2}$ 99,997.5000
Quebec NI 45-106 2.3 [Accredited investor] 23 481,650.0000
Saskatchewan NI 45-106 2.3 [Accredited investor] $\overline{7}$ 196,245.0000
Cayman Islands NI 45-106 2.3 [Accredited investor] 1 56,250.0000
Chile NI 45-106 2.3 [Accredited investor] 1 75,000.0000
Costa Rica NI 45-106 2.3 [Accredited investor] 1 375,000.0000
Cyprus NI 45-106 2.3 [Accredited investor] 3 403,747.5000
Czech Republic NI 45-106 2.3 [Accredited investor] $\sqrt{2}$ 102,225.0000
Denmark NI 45-106 2.3 [Accredited investor] 3 468,750.0000
Ecuador NI 45-106 2.3 [Accredited investor] $\boldsymbol{2}$ 15,000.0000
Estonia NI 45-106 2.3 [Accredited investor] 1 3,750.0000
France NI 45-106 2.3 [Accredited investor] $\mathbf{1}$ 7,500.0000
Germany NI 45-106 2.3 [Accredited investor] 26 1,143,765.0000
Guatemala NI 45-106 2.3 [Accredited investor] 1 6,517.5000
Hong Kong NI 45-106 2.3 [Accredited investor] 12 3,621,195.0000
Hungary NI 45-106 2.3 [Accredited investor] 1 45,000.0000
Ireland NI 45-106 2.3 [Accredited investor] $10$ 681,750.0000
Israel NI 45-106 2.3 [Accredited investor] $\sqrt{2}$ 56,250.0000
Japan NI 45-106 2.3 [Accredited investor] $\overline{c}$ 60,000.0000
Kenya NI 45-106 2.3 [Accredited investor] 1 22,500.0000
Latvia NI 45-106 2.3 [Accredited investor] 1 11,250.0000
Liechtenstein NI 45-106 2.3 [Accredited investor] $\sqrt{2}$ 1,162,500.0000
Lithuania NI 45-106 2.3 [Accredited investor] 1 56,250.0000
Luxembourg NI 45-106 2.3 [Accredited investor] 1 26,085.0000
Malaysia NI 45-106 2.3 [Accredited investor] 3 71,250.0000
Malta NI 45-106 2.3 [Accredited investor] 2 255,000.0000
Mauritius NI 45-106 2.3 [Accredited investor] 1 18,750.0000
Mexico NI 45_106 2 3 [Accredited investor] 51 1 011 292 5000
Mexico NI 45-106 2.3 [Accredited investor] 5 1,011,292.5000
Monaco NI 45-106 2.3 [Accredited investor] 2 600,000.0000
Mongolia NI 45-106 2.3 [Accredited investor] 1 7,500.0000
New Zealand NI 45-106 2.3 [Accredited investor] 3 67,500.0000
Norway NI 45-106 2.3 [Accredited investor] 3 202,500.0000
Panama NI 45-106 2.3 [Accredited investor] 2 30,000.0000
Philippines NI 45-106 2.3 [Accredited investor] 2 127,170.0000
Poland NI 45-106 2.3 [Accredited investor] 4 176,250.0000
Portugal NI 45-106 2.3 [Accredited investor] 4 262,500.0000
Romania NI 45-106 2.3 [Accredited investor] 2 105,000.0000
Saudi Arabia NI 45-106 2.3 [Accredited investor] 4 213,750.0000
Seychelles NI 45-106 2.3 [Accredited investor] 1 30,000.0000
Singapore NI 45-106 2.3 [Accredited investor] 17 2,666,242.5000
Slovakia NI 45-106 2.3 [Accredited investor] 1 750,000.0000
South Africa NI 45-106 2.3 [Accredited investor] 5 263,797.5000
Spain NI 45-106 2.3 [Accredited investor] 3 161,250.0000
Sweden NI 45-106 2.3 [Accredited investor] 5 222,060.0000
Switzerland NI 45-106 2.3 [Accredited investor] 27 3,375,750.0000
Taiwan NI 45-106 2.3 [Accredited investor] 2 165,000.0000
Thailand NI 45-106 2.3 [Accredited investor] 1 225,000.0000
United Arab Emirates NI 45-106 2.3 [Accredited investor] 5 208,035.0000
United Kingdom NI 45-106 2.3 [Accredited investor] 1 112,500.0000
United States NI 45-106 2.3 [Accredited investor] 418 23,619,982.5000
Germany NI 45-106 2.5 [Family, friends and business associates] 1 15,000.0000
Italy NI 45-106 2.3 [Accredited investor] 3 26,250.0000
Total dollar amount of securities distributed 70,098,480.0000
2bTotal number of unique purchasers 919

In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser. 2b 2a

ITEM 7 – INFORMATION ABOUT THE DISTRIBUTION

h) Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

Not Applicable

regulator?
YN

ITEM 8 – COMPENSATION INFORMATION

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.

Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No Yes

PERSON 1
a) Name of person compensated and registration status
Indicate whether the person compensated is a registrant.NoYes
If the person compensated is an individual, provide the full legal name of the individual.
Family name First given name Secondary given names
If the person compensated is not an individual, provide the following information.Full legal name of non-individual Firm NRD number (if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.NoYes
b) Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address Municipality Province/State Postal/ZIP code
Country Telephone number Email address
c) Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" inPart B(2) of the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connected with the issuer or investment fund managerEmployee of the issuer or investment fund managerInsider of the issuer (other than an investment fund)None of the aboveDirector or officer of the investment fund or investment fund manager
d) Compensation details
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amountsin Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report paymentsfor services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for detailsabout, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid
Value of all securitiesdistributed as Security code1 Security code2 Security code3
4compensation Describe terms of warrants, options or other rights
5Other compensation Describe
Total compensation Paid 0.0000
Check box if the person will or may receive any deferred compensation (describe the terms below)

Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer. 4

Do not include deferred compensation. 5

ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
Indicate whether the issuer is any of the following (select the one that applies - if more than one applies, select only one).
Reporting issuer in any jurisdiction of Canada
Foreign public issuer
Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6
Provide name of reporting issuer
6Wholly owned subsidiary of a foreign public issuer
Provide name of foreign public issuer
Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7
If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.
6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer's outstanding voting securities, other than
securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted
clients. Refer to the definitions of "eligible foreign security" and "permitted client" in Part B(1) of the Instructions.
If the issuer is none of the above, check this box and complete Item 9(a) – (c).
a) Directors, executive officers and promoters of the issuer
Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or
territory, otherwise state the country. For "Relationship to issuer", "D" – Director, "O" – Executive Officer, "P" – Promoter.
Family name Business location of Relationship toissuer
Individual?Organization or company name First given nameSecondary given name non-individual or residentialjurisdiction of individual (select all that
apply)
YN DOP
b) Promoter information
If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locationswithin Canada, state the province or territory, otherwise state the country. For "Relationship to promoter", "D" – Director, "O" – Executive Officer.
Family name Residential jurisdiction Relationship topromoter
Organization or company name First given nameSecondary given name of individual (select one or both
if applicable)
DO
c) Residential address of each individual
Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) andattach to the completed report. Schedule 2 also requires information to be provided about control persons.

ITEM 10 – CERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or
underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if
the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment
fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the
director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.

The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/agent Osisko Development Corp.
Full legal name - Family name First given name Secondary given names
Brunet Benoit
Title Telephone number Email address
CFO, VP, Finance and Corporate Secretary 514-940-0685 x 178 [email protected]
Signature(s) Benoit Brunet Date2021-01-18

ITEM 11 – CONTACT PERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report

Full legal name - Family name First given name Secondary given names Title
Aiello Claudia Assistant Corporate Secretary
Name of company Telephone number Email address
Osisko Gold Roytalties Ltd 514-940-0670 [email protected]

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and

b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Submission ID Date