Exhibit 99.1

Graphic

OSISKO DEVELOPMENT CORP.

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

Unaudited Condensed Interim

Consolidated Financial Statements

For the three and six months ended

June 30, 2025 and 2024


Osisko Development Corp.

Consolidated Statements of Financial Position

As at June 30, 2025 and December 31 2024

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars)

    

June 30, 

December 31,

    

    

2025

2024

    

Notes

    

$

$

Assets

 

  

  

  

Current assets

 

  

  

  

Cash and cash equivalents

 

3

46,298

106,653

Amounts receivable

 

1,007

2,569

Inventories

 

8,069

8,695

Other current assets

 

6,738

4,903

62,112

122,820

Assets classified as held for sale

430

62,112

123,250

Non-current assets

 

  

  

Investments in associates

 

12,783

12,183

Other investments

 

12,109

10,333

Mining interests

 

4

493,299

506,670

Property, plant and equipment

 

5

86,272

87,123

Exploration and evaluation

 

6

86,764

86,258

Other assets

30,399

31,085

783,738

856,902

Liabilities

 

  

  

Current liabilities

 

  

  

Accounts payable and accrued liabilities

 

23,077

26,294

Lease liabilities

 

369

361

Current portion of long-term debt and credit facility

 

7

37,037

40,314

Deferred consideration and contingent payments

 

3,411

3,597

Contract liability

 

60

109

Environmental rehabilitation provision

 

8

6,227

5,974

Warrant liability

9

88,578

67,852

158,759

144,501

Non-current liabilities

 

  

  

Lease liabilities

 

247

461

Long-term debt

 

7

6,155

5,503

Deferred consideration and contingent payments

 

5,091

8,635

Contract liability

 

44,452

42,344

Environmental rehabilitation provision

 

8

84,201

84,829

298,905

286,273

Equity

 

  

  

Share capital

 

1,141,096

1,137,362

Warrants

 

11,859

11,859

Contributed surplus

21,726

20,228

Accumulated other comprehensive loss

(6,797)

(503)

Deficit

(683,051)

(598,317)

484,833

570,629

783,738

856,902

Going concern (Note 1)

Subsequent events (Note 15)

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.

2


Osisko Development Corp.

Consolidated Statements of Loss

For the three and six months ended June 30, 2025 and 2024

(Unaudited)

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

Three months ended

Six months ended

June 30, 

June 30, 

    

2025

2024

    

2025

    

2024

    

Notes

    

$

    

$

    

$

    

$

Revenues

 

13

6,859

2,632

6,859

4,399

Operating expenses

 

Cost of sales

 

11, 13

(4,075)

(2,704)

(4,075)

(4,678)

Other operating costs

 

11, 13

(13,425)

(6,887)

(23,583)

(15,688)

General and administrative

 

(7,846)

(6,356)

(14,499)

(12,371)

Exploration and evaluation

 

(6)

(110)

(127)

(180)

Impairment of assets

 

4, 5

(23)

(25,793)

(5,438)

Operating loss

 

(18,493)

(13,448)

(61,218)

(33,956)

Finance costs

 

(4,911)

(5,113)

(9,380)

(8,321)

Share of income (loss) of associates

 

179

(633)

51

(764)

Change in fair value of warrant liability

 

9

(30,602)

975

(23,903)

10,045

Other income (expense), net

 

6,170

(10,022)

9,460

(2,965)

Loss before income taxes

 

(47,657)

(28,241)

(84,990)

(35,961)

Income tax recovery (expense)

 

253

(439)

256

(707)

Net loss

 

(47,404)

(28,680)

(84,734)

(36,668)

Basic and diluted net loss per share

 

(0.35)

(0.34)

(0.62)

(0.43)

Weighted average number of shares outstanding - basic and diluted

 

136,846,731

84,645,966

136,726,911

84,451,759

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

3


Osisko Development Corp.

Consolidated Statements of Comprehensive Loss

For the three and six months ended June 30, 2025 and 2024

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars)

Three months ended

Six months ended

June 30, 

June 30, 

    

2025

    

2024

    

2025

    

2024

    

$

    

$

$

$

Net loss

(47,404)

(28,680)

(84,734)

(36,668)

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)

1,966

(4,095)

2,261

(6,941)

Income tax effect

(253)

439

(256)

707

Share of other comprehensive loss of associates

(7)

(7)

Items that may be reclassified to the consolidated statements of loss

  

  

  

  

Currency translation adjustments

(6,780)

9,004

(8,461)

7,626

Other comprehensive (loss) income

(5,067)

5,341

(6,456)

1,385

Comprehensive loss

(52,471)

(23,339)

(91,190)

(35,283)

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

4


Osisko Development Corp.

Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2025 and 2024

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars)

    

Three months ended

Six months ended

June 30, 

June 30, 

    

    

2025

    

2024

    

2025

    

2024

Notes

$

$

$

$

Operating activities

 

Net loss

 

(47,404)

(28,680)

(84,734)

(36,668)

Adjustments for:

 

Share-based compensation

 

1,500

165

1,878

259

Depreciation

 

2,459

3,044

4,464

5,983

Finance costs

 

3,585

3,137

7,119

6,140

Share of income (loss) of associates

 

(179)

633

(51)

764

Change in fair value of financial assets and liabilities at fair value through profit and loss

 

(35)

197

125

(99)

Change in fair value of warrant liability

 

9

30,602

(975)

23,903

(10,045)

Unrealized foreign exchange (gain) loss

(11,733)

11,220

(13,706)

5,608

Deferred income tax (recovery) expense

 

(253)

439

(256)

707

Impairment of assets

4, 5

23

25,793

5,438

Cumulative catch-up adjustment on contract liability

 

(245)

10

(242)

Proceeds from contract liability

 

(57)

(36)

(57)

(56)

Other

(1,145)

190

(2,067)

428

Environmental rehabilitation obligations paid

8

(274)

(601)

Net cash flows used in operating activities before changes in non-cash working capital items

 

(22,905)

(10,907)

(37,831)

(22,142)

Changes in non-cash working capital items

 

Decrease in amounts receivable

465

951

1,557

2,156

Decrease in inventory

2,273

849

2,317

870

Increase in other current assets

(1,314)

(590)

(1,477)

(1,582)

Decrease in accounts payable and accrued liabilities

896

(3,550)

2,345

(1,610)

Net cash flows used in operating activities

 

(20,585)

(13,247)

(33,089)

(22,308)

Investing activities

 

Additions to mining interests

 

(8,060)

(7,275)

(19,022)

(11,615)

Additions to property, plant and equipment

 

(2,796)

(2,189)

(4,659)

(3,743)

Additions to exploration and evaluation assets

(2,406)

(2,510)

(4,914)

(6,753)

Proceeds on disposals of property, plant and equipment and assets classified as held for sale

246

531

4,058

Proceeds on disposals of investments

 

2,155

359

2,804

Change in restricted cash

(1,117)

Reclamation deposit

587

587

Other

(633)

(633)

Net cash flows used in investing activities

 

(13,262)

(9,619)

(27,705)

(16,412)

Financing activities

 

Other issuance of common shares

 

25

25

49

58

Share and warrant issue expense

 

(220)

Capital payments on lease liabilities

 

(147)

(244)

(177)

(408)

Long-term debt and credit facility draw down

724

33,633

Repayment of long-term debt and credit facility

 

7

(685)

(1,938)

(2,371)

(5,595)

Withholding taxes on settlement of restricted units

 

(119)

(33)

(119)

Net cash flows (used in) provided by financing activities

 

(807)

(1,552)

(2,752)

27,569

Decrease (increase) in cash and cash equivalents before impact of exchange rate

 

(34,654)

(24,418)

(63,546)

(11,151)

Effects of exchange rate changes on cash and cash equivalents

 

3,355

571

3,191

1,376

Decrease (increase) in cash and cash equivalents

 

(31,299)

(23,847)

(60,355)

(9,775)

Cash and cash equivalents – Beginning of period

 

77,597

57,527

106,653

43,455

Cash and cash equivalents – End of period

 

46,298

33,680

46,298

33,680

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

5


Osisko Development Corp.

Consolidated Statements of Changes in Equity

For the three and six months ended June 30, 2025

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars except number of shares)

Number of

Accumulated

common

other

shares

Share

Contributed

comprehensive

    

    

outstanding

    

capital

    

Warrants

surplus

loss

Deficit

Total

$

$

$

$

$

$

Balance – January 1, 2025

 

    

136,580,233

1,137,362

11,859

20,228

(503)

(598,317)

570,629

Net loss

 

(84,734)

(84,734)

Other comprehensive loss, net

 

(6,456)

(6,456)

Comprehensive loss

 

(6,456)

(84,734)

(91,190)

Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes

 

162

(162)

Shares issued for the settlement of deferred consideration

1,368,610

3,433

3,433

Share-based compensation:

- Share options

 

1,211

1,211

- Restricted and deferred share units

 

654

654

Shares issued - employee share purchase plan

 

60,157

133

133

Shares issued from RSU/DSU settlement

 

13,303

168

(367)

162

(37)

Balance – June 30, 2025

 

138,022,303

1,141,096

11,859

21,726

(6,797)

(683,051)

484,833

As at June 30, 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 $(19.1) million. Items that may be recycled to the consolidated statements of loss amount to $12.3 million.

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 and six months ended June 30, 2024

(Unaudited)

(Tabular amounts expressed in thousands of Canadian dollars, except number of shares)

    

    

Number of

    

    

    

    

Accumulated

common

other

shares

Share

Contributed

comprehensive

outstanding

capital

Warrants

surplus

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

 

(36,668)

(36,668)

Other comprehensive income, net

 

1,385

1,385

Comprehensive income (loss)

 

1,385

(36,668)

(35,283)

Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes

1,294

(1,294)

Shares issued for the settlement of deferred consideration

1,228,394

3,409

3,409

Share-based compensation:

 

- Share options

 

312

312

- Restricted and deferred share units

 

2

2

Shares issued - employee share purchase plan

 

44,722

154

154

Shares issued from RSU/DSU settlement

35,805

763

(1,715)

833

(119)

Balance – June 30, 2024

 

85,411,161

1,084,375

11,859

17,321

(11,850)

(548,042)

553,663

As at June 30, 2024, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to $(21.7) million. Items that may be recycled to the consolidated statements of loss amount to $9.9 million.

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

7


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 June 30, 2025, the Company’s significant shareholder, OR Royalties Inc. (“OR”) held an interest of 24.2% 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 June 30, 2025, the Company has a negative working capital of $96.6 million, which includes a cash and cash equivalent balance of $46.3 million. The Company also has an accumulated deficit of $683.1 million and incurred a net loss of $84.7 million for the six months ended June 30, 2025.

The working capital position as at June 30, 2025 and the cash received from financings completed subsequently to quarter-end (Note 15) will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the twelve months ending June 30, 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.

8


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 August 12, 2025.

3.

Cash and cash equivalents

As at June 30, 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

1,946

11,776

Cash and cash equivalents held in U.S. dollars

31,862

63,615

Cash and cash equivalents held in U.S. dollars (Canadian dollars equivalent)

43,469

91,535

Cash held and cash equivalents in Mexican Pesos

12,182

48,234

Cash held and cash equivalents in Mexican Pesos (Canadian dollars equivalent)

883

3,342

46,298

106,653

As at June 30, 2025, cash and cash equivalents include US$20.0 million ($27.3 million) held in guaranteed investment certificates bearing an interest rate of 4.65% with maturity dates on July 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) (June 30, 2025 – nil) held in money market funds.

4.

Mining interests

    

2025

    

2024

 

$

 

$

Cost – Beginning of period

510,986

456,467

Additions

12,369

35,538

Mining tax credit

(534)

Asset retirement obligations

(761)

13,524

Depreciation capitalized

635

2,397

Share-based compensation capitalized

(13)

70

Impairment

(25,344)

Borrowing costs

963

3,123

Currency translation adjustments

(927)

401

Cost – End of period

497,908

510,986

Accumulated depreciation – Beginning of period

4,316

4,772

Depreciation

72

140

Currency translation adjustments

221

(596)

Accumulated depreciation – End of period

4,609

4,316

Cost

497,908

510,986

Accumulated depreciation

(4,609)

(4,316)

Net book value

493,299

506,670

9


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

(Unaudited)

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

NSR Royalty and Streams

OR 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 six months ended June 30, 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 during the first quarter of 2025. As of June 30, 2025, the net book value related to the QR Mill is 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.

10


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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

    

    

Machinery 

    

    

    

    

 

Land and 

and 

Construction-

Infrastructure

Equipment

in-progress

2025

2024

 

$

 

$

 

$

 

$

 

$

Cost– Beginning of period

32,638

81,225

15,525

129,388

131,574

Additions

1,538

833

3,680

6,051

8,103

Assets classified as held for sale and other disposals

(982)

(982)

(7,126)

Impairment

(140)

(524)

(664)

(3,362)

Transfers

94

(94)

Currency translation adjustments

(687)

(50)

(115)

(852)

199

Cost – End of period

33,443

80,502

18,996

132,941

129,388

Accumulated depreciation – Beginning of period

11,101

31,164

42,265

34,289

Depreciation

1,194

4,427

5,621

13,634

Assets classified as held for sale and other disposals

(545)

(545)

(5,367)

Impairment

(427)

(427)

Currency translation adjustments

(257)

12

(245)

(291)

Accumulated depreciation – End of period

12,038

34,631

46,669

42,265

Cost

33,443

80,502

18,996

132,941

129,388

Accumulated depreciation

(12,038)

(34,631)

(46,669)

(42,265)

Net book value

21,405

45,871

18,996

86,272

87,123

Machinery and Equipment includes right-of-use assets with a net carrying value of $2.2 million as at June 30, 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

 

4,335

 

9,141

Depreciation capitalized

 

593

 

640

Currency translation adjustments

 

(4,422)

 

6,342

Net book value – End of period

 

86,764

 

86,258

Cost

 

186,971

 

186,465

Accumulated impairment

 

(100,207)

 

(100,207)

Net book value – End of period

 

86,764

 

86,258

11


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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

 

(2,371)

(43,253)

Interest capitalized

2,248

5,377

Interest paid

(1,857)

(3,696)

Currency translation adjustments

 

(2,009)

3,678

Balance – End of period

 

43,192

45,817

Current portion

 

37,037

40,314

Non-current portion

 

6,155

5,503

 

43,192

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 June 30, 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

2,879

4,267

1,888

Total payments – Credit Facility (principal)

34,158

On July 21, 2025, in connection with the 2025 Financing Facility (as described herein), the Company repaid the outstanding US$25 million on the Credit Facility (Note 15).

12


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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

 

(2,476)

(11,080)

Accretion expense

 

1,863

3,432

Payment of environmental rehabilitation obligations

 

(2,190)

Currency translation adjustment

 

238

(663)

Balance – End of period

 

90,428

90,803

Current portion

 

6,227

5,974

Non-current portion

 

84,201

84,829

 

90,428

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 June 30, 2025, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $127.6 million (December 31, 2024 – $126.3 million). The weighted average actualization rate used is approximately 4.11% (December 31, 2024 – 4.40%) and the disbursements are expected to be made between 2025 and 2040 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 period

67,852

11,552

Additions

71,875

Change in fair value

23,903

(19,497)

Foreign exchange

(3,177)

3,922

Balance – End of period

88,578

67,852

13


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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

85.2%

81.1%

Risk-free interest rate

3.8%

4.3%

Expected life

3.8 years

4.3 years

Exercise price (USD)

4.40

4.40

Share price (USD)

2.10

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

Weighted

Weighted

average

average

Number of 

exercise

Number of 

exercise

    

 options

    

 price

    

 options

    

 price

$

 

$

Outstanding – Beginning of period

 

5,229,369

5.53

 

2,700,077

9.64

Granted

 

1,514,300

2.51

 

3,163,100

2.74

Forfeited

 

(734,300)

3.00

 

(516,354)

8.19

Expired

(185,978)

9.89

(117,454)

12.92

Outstanding – End of period

 

5,823,391

4.92

 

5,229,369

5.53

Exercisable – End of period

 

1,619,355

10.05

 

1,260,721

11.74

14


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 June 30, 2025:

    

    

Options outstanding

    

Options exercisable

Weighted

Weighted

average

average

Exercise

remaining contractual

remaining contractual

Grant date

    

price

    

Number

    

life (years)

Number

    

life (years)

 

$

 

  

December 22, 2020

 

22.86

240,765

 

0.48

240,765

0.48

February 5, 2021

 

24.30

10,533

 

0.60

10,533

0.60

June 23, 2021

 

21.30

93,498

 

0.98

93,498

0.98

August 16, 2021

 

16.89

31,199

 

1.13

31,199

1.13

November 12, 2021

 

16.20

19,996

 

0.99

19,996

0.99

June 30, 2022

 

6.49

459,467

 

1.97

459,467

1.97

November 18, 2022

 

6.28

97,500

 

2.10

68,998

1.99

April 3, 2023

6.59

910,867

2.74

609,468

2.73

April 3, 2024

2.88

230,966

3.56

85,431

3.22

July 4, 2024

2.72

2,224,300

4.01

April 2, 2025

2.20

230,400

4.76

May 13, 2025

2.57

1,273,900

4.87

 

4.92

5,823,391

 

3.59

1,619,355

2.01

The fair value of the share options is recognized as compensation expense over the vesting period. During the three and six months ended June 30, 2025, the total share-based compensation related to share options granted under the Osisko Development’s plan amounted to $0.8 million and $1.2 million, respectively ($0.4 million and $0.3 million, respectively for the three and six months ended June 30, 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

 

229,573

 

1,279,100

 

363,250

 

492,200

Settled

 

(29,383)

 

 

 

(102,583)

Forfeited

 

 

(229,600)

 

(51,500)

 

(248,777)

Outstanding– End of period

 

806,653

 

2,268,625

 

606,463

 

1,219,125

Vested – End of period

 

577,080

 

219,530

 

374,713

 

The total share-based compensation expense related to Osisko Development’s DSU and RSU plans for the three and six months ended June 30, 2025 was $0.7 million and $0.7 million respectively ($(0.2) million and $nil, respectively for the three and six months ended June 30, 2024).

15


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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

    

Three months ended

    

Six months ended

June 30, 

June 30, 

    

2025

2024

2025

    

2024

 

($)

($)

($)

 

($)

Salaries and benefits

2,962

1,941

4,254

3,720

Share-based compensation

 

18

30

36

 

51

Royalties

 

272

132

272

 

307

Contract Services

 

8,038

1,678

12,076

 

4,129

Raw materials and consumables

 

1,464

471

1,876

 

871

Operational overhead and write-downs

 

2,333

2,501

4,730

 

5,557

Depreciation

 

2,413

2,838

4,414

 

5,731

 

17,500

9,591

27,658

 

20,366

For the three and six months ended June 30, 2024, an amount of $nil and $0.5 million, respectively ($nil for the three and six months ended June 30, 2025) 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.

2025

    

Level 1

    

Level 2

    

Level 3

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

 

 

245

 

245

Financial assets at fair value through other comprehensive loss

  

 

  

 

  

 

  

Equity securities

  

 

  

 

  

 

  

Publicly traded mining exploration and development companies

  

 

  

 

  

 

  

Precious metals

2,835

 

 

 

2,835

Other minerals

9,029

 

 

 

9,029

11,864

 

 

245

 

12,109

16


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

(Unaudited)

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

2024

    

Level 1

    

Level 2

    

Level 3

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 six months ended June 30, 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 of June 30, 2025 and December 31, 2024:

2025

    

Canada

    

Mexico

USA

    

Total

    

$

    

$

    

$

    

$

Other assets (non-current)

11,746

16,389

2,264

30,399

Mining interests

428,369

24,193

40,737

493,299

Property, plant and equipment

60,396

8,157

17,719

86,272

Exploration and evaluation

4,485

82,279

86,764

Total non-current assets (excluding investments)

504,996

48,739

142,999

696,734

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 (excluding investments)

513,144

48,292

149,700

711,136

17


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 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 June 30, 2025

Revenues

6,859

6,859

Cost of Sales

(4,075)

(4,075)

Other operating costs

(10,296)

(1,699)

(1,430)

(13,425)

General and administrative expenses

(6,952)

(448)

(446)

(7,846)

Exploration and evaluation

18

(24)

(6)

Impairment of assets

Operating loss

(17,230)

 

(2,171)

 

908

 

(18,493)

For the three months ended June 30, 2024

Revenues

63

2,569

2,632

Cost of Sales

(27)

(2,677)

(2,704)

Other operating costs

(3,234)

(1,930)

(1,723)

(6,887)

General and administrative expenses

(4,860)

(763)

(733)

(6,356)

Exploration and evaluation

(75)

(35)

(110)

Impairment of assets

(23)

(23)

Operating income (loss)

(8,133)

 

(2,728)

 

(2,587)

 

(13,448)

For the six months ended June 30, 2025

  

 

  

 

  

 

  

Revenues

6,859

 

6,859

Cost of sales

(4,075)

 

(4,075)

Other operating costs

(17,350)

(3,094)

(3,139)

 

(23,583)

General and administrative

(12,117)

(915)

(1,467)

 

(14,499)

Exploration and evaluation

(79)

(48)

 

(127)

Impairment of assets

(25,793)

 

(25,793)

Operating loss

(55,339)

 

(4,057)

 

(1,822)

 

(61,218)

For the six months ended June 30, 2024

Revenues

132

4,267

4,399

Cost of sales

(125)

(4,553)

(4,678)

Other operating costs

(9,025)

(3,609)

(3,054)

(15,688)

General and administrative

(9,564)

(1,199)

(1,608)

(12,371)

Exploration and evaluation

(115)

(65)

(180)

Impairment of assets

(4,894)

(544)

(5,438)

Operating loss

(23,591)

(4,873)

(5,492)

(33,956)

14.

Commitments

The Company has the following commitments as of June 30, 2025:

    

Total(i)

    

Less than 1 year

    

1 2 years

    

Purchase obligations

 

11,998

 

11,998

 

 

Capital commitments

 

7,354

 

7,052

 

302

 

Total

 

19,352

 

19,050

 

302

 


(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.

18


Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2025 and 2024

(Unaudited)

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

15.  Subsequent events

Credit agreement with Appian Capital Advisory Limited

On July 21, 2025, the Company entered into a credit agreement with funds advised by Appian Capital Advisory Limited ("Appian") with respect to a senior secured project loan credit facility (the "2025 Financing Facility") totaling US$450 million for the development and construction of the Cariboo Gold Project. The 2025 Financing Facility is structured in two tranches aligned with the Cariboo Gold Project’s planned development timeline. On July 21, 2025, an initial draw of US$100 million was completed and the Company repaid the outstanding US$25 million on the Credit Facility agreement with National Bank of Canada, maturing on October 31, 2025. Subsequent draws of US$350 million to be drawn in up to four subsequent tranches will be available for a period up to 36 months subject to the satisfaction of certain project milestones and other customary conditions.

Bought deal private placements

On July 31, 2025, the Company entered into an agreement with a syndicate of underwriters, under which the underwriters have agreed to buy, on a "bought deal" private placement basis, 58,560,000 units of the Company at a price of US$2.05 per unit for aggregate gross proceeds of US$120 million (the "Offering"). Each unit consists of one common share of the Company and one-half of one common share purchase warrant of the Company. Each warrant will entitle the holder to acquire one common Share at an exercise price of US$2.56 for a period of 24 months following the closing date. At any time following the 15-month anniversary of the closing date, if the closing price of the common shares exceeds the exercise price for 20 or more consecutive trading days, the Company may, within 10 days following such occurrence, deliver a notice to the holders thereof accelerating the expiry date of the warrants to a date that is 30 days after the date of such notice.

The Company granted the underwriters an option, exercisable at any time up to 48 hours prior to the closing of the Offering, to purchase up to additional 2,440,000 units purchased pursuant to the Offering. The total size of the Offering, inclusive of the underwriter’s option, will not exceed US$125 million.

Concurrent with the Offering, the Company entered into an agreement with a strategic investor for a non-brokered private placement of 36,600,000 units at a price of US$2.05 for aggregate gross proceeds of US$75 million.

The Offering states for closing on or about August 15, 2025 subject to the receipt of all necessary regulatory approvals, including the conditional approval of the TSX-V and NYSE.

19