Exhibit 99.1

Osisko Gold Group Inc.
(formerly Osisko Development Corp.)
. . . . . . . . . . . . . . . . . .
Unaudited Condensed Interim
Consolidated Financial Statements
For the three and six months ended
June 30, 2026 and 2025
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Consolidated Statements of Financial Position
As at June 30, 2026 and December 31 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| | | | June 30, | | December 31, |
| | | | 2026 | | 2025 |
| | | | | | |
| | Notes | | $ | | $ |
Assets |
| | | | | |
| | | | | | |
Current assets |
| | | | | |
| | | | | | |
Cash and cash equivalents |
| 3 | | 837,276 | | 422,283 |
Amounts receivable |
| 4 | | 31,106 | | 9,357 |
Inventories |
| | | 14,051 | | 7,845 |
Derivative asset | | 7 | | 45,546 | | — |
Other current assets |
| | | 1,829 | | 2,803 |
| | | | 929,808 | | 442,288 |
Assets classified as held for sale | | 14 | | — | | 37,523 |
| | | | 929,808 | | 479,811 |
Non-current assets |
| | | | | |
| | | | | | |
Investments in associates |
| | | 16,856 | | 15,092 |
Other investments |
| 11 | | 31,488 | | 15,496 |
Mining interests and property, plant and equipment |
| 5 | | 801,023 | | 644,326 |
Exploration and evaluation |
| 6 | | 116,037 | | 89,635 |
Other assets | | | | 33,350 | | 17,914 |
| | | | 1,928,562 | | 1,262,274 |
Liabilities |
| | | | | |
| | | | | | |
Current liabilities |
| | | | | |
| | | | | | |
Accounts payable and accrued liabilities |
| | | 50,451 | | 30,594 |
Current portion of long-term debt and lease liabilities |
| 7 | | 8,946 | | 6,771 |
Deferred consideration and contingent payments |
| | | 3,405 | | 3,427 |
Contract liability |
| | | 182 | | 643 |
Environmental rehabilitation provision |
| 8 | | 3,984 | | 6,970 |
Derivative liability | | 7 | | 85,447 | | — |
Warrant liability | | 9 | | 107,294 | | 225,000 |
| | | | 259,709 | | 273,405 |
Liabilities associated with assets held for sale | | 14 | | — | | 58,446 |
| | | | 259,709 | | 331,851 |
Non-current liabilities |
| | | | | |
| | | | | | |
Long-term debt and lease liabilities |
| 7 | | 447,977 | | 137,786 |
Deferred consideration and contingent payments |
| | | 2,399 | | 5,364 |
Contract liability |
| | | 4,287 | | 4,041 |
Flow-through premium liability | | | | 6,106 | | 8,334 |
Environmental rehabilitation provision |
| 8 | | 97,364 | | 92,209 |
| | | | 817,842 | | 579,585 |
Equity |
| | | | | |
| | | | | | |
Share capital |
| 9 | | 1,661,098 | | 1,416,739 |
Warrants |
| 9 | | 6,056 | | 20,884 |
Contributed surplus | | | | 28,501 | | 20,976 |
Accumulated other comprehensive loss | | | | 3,039 | | (9,135) |
Deficit | | | | (587,974) | | (766,775) |
| | | | 1,110,720 | | 682,689 |
| | | | 1,928,562 | | 1,262,274 |
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.
2
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Consolidated Statements of Income (Loss)
For the three and six months ended June 30, 2026 and 2025
(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, | ||||
| | | | 2026 | | 2025 | | 2026 | | 2025 |
| | | | | | | | | | |
| | Notes | | $ | | $ | | $ | | $ |
Revenues |
| | | 32,726 | | 6,859 | | 34,940 | | 6,859 |
Operating expenses |
| | | | | | | | | |
Cost of sales |
| | | (12,029) | | (4,075) | | (12,700) | | (4,075) |
Other operating costs |
| | | (2,710) | | (11,726) | | (3,386) | | (20,489) |
General and administrative |
| | | (9,901) | | (7,379) | | (19,936) | | (13,662) |
Impairment of assets |
| | | — | | — | | (493) | | (25,793) |
Operating income (loss) |
| | | 8,086 | | (16,321) | | (1,575) | | (57,160) |
Finance costs |
| | | (2,753) | | (2,243) | | (4,521) | | (4,057) |
Share of income (loss) of associates |
| | | 1,616 | | 179 | | 1,281 | | 51 |
Change in fair value of warrant liability |
| 9 | | 87,020 | | (30,602) | | 119,903 | | (23,903) |
Change in fair value in derivative | | 7 | | 20,284 | | — | | 20,284 | | — |
Other income (expense), net |
| | | 4,719 | | 2,756 | | 15,526 | | 5,371 |
Income (loss) from continuing activities before income taxes |
| | | 118,972 | | (46,231) | | 150,898 | | (79,698) |
Income tax recovery (expense) |
| | | 135 | | 253 | | 426 | | 256 |
Net income (loss) from continuing activities |
| | | 119,107 | | (45,978) | | 151,324 | | (79,442) |
Net income (loss) from discontinued activities | | 14 | | — | | (1,426) | | 28,001 | | (5,292) |
Net income (loss) | | | | 119,107 | | (47,404) | | 179,325 | | (84,734) |
| | | | | | | | | | |
Basic net income (loss) per share from continuing activities |
| | | 0.39 | | (0.34) | | 0.51 | | (0.58) |
Diluted net income (loss) per share from continuing activities | | | | 0.21 | | (0.34) | | 0.16 | | (0.58) |
| | | | | | | | | | |
Basic net income (loss) per share | | | | 0.39 | | (0.35) | | 0.61 | | (0.62) |
Diluted net income (loss) per share | | | | 0.21 | | (0.35) | | 0.24 | | (0.62) |
| | | | | | | | | | |
Basic and diluted weighted average number of shares outstanding | | | | 305,004,581 | | 136,846,731 | | 295,106,785 | | 136,726,911 |
Diluted weighted average number of shares outstanding |
| | | 312,554,069 | | 136,846,731 | | 394,336,298 | | 136,726,911 |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
3
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Consolidated Statements of Comprehensive Income (Loss)
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| | Three months ended | | Six months ended | ||||
| | June 30, | | June 30, | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
| | $ | | $ | | $ | | $ |
Net income (loss) | | 119,107 | | (47,404) | | 179,325 | | (84,734) |
| | | | | | | | |
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) | | 899 | | 1,966 | | 2,411 | | 2,261 |
Income tax effect | | (135) | | (253) | | (426) | | (256) |
Share of other comprehensive income (loss) of associates | | 1,253 | | — | | 1,253 | | — |
| | | | | | | | |
Items that may be reclassified to the consolidated statements of loss | | | | | | | | |
| | | | | | | | |
Currency translation adjustments | | 2,134 | | (6,780) | | 8,227 | | (8,461) |
Other comprehensive income (loss) | | 4,151 | | (5,067) | | 11,465 | | (6,456) |
Comprehensive income (loss) | | 123,258 | | (52,471) | | 190,790 | | (91,190) |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
4
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Consolidated Statements of Cash Flows
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars)
| | | | Three months ended | | Six months ended | ||||
| | | | June 30, | | June 30, | ||||
| | | | 2026 | | 2025 | | 2026 | | 2025 |
| | Notes | | $ | | $ | | $ | | $ |
Operating activities |
| | | | | | | | | |
Net income (loss) |
| | | 119,107 | | (45,978) | | 151,324 | | (79,442) |
Adjustments for: |
| | | | | | | | | |
Share-based compensation |
| 10 | | 1,739 | | 1,477 | | 2,841 | | 1,836 |
Depreciation |
| | | 6,194 | | 1,759 | | 6,646 | | 3,065 |
Finance costs |
| | | 4,320 | | 916 | | 6,088 | | 1,796 |
Share of loss of associates |
| | | (1,616) | | (179) | | (1,281) | | (51) |
Change in fair value of financial assets and liabilities at fair value through profit and loss |
| | | (20,028) | | (35) | | (19,558) | | 125 |
Change in fair value of warrant liability |
| 9 | | (87,020) | | 30,602 | | (119,903) | | 23,903 |
Unrealized foreign exchange gain | | | | (4,296) | | (8,577) | | (10,620) | | (9,927) |
Deferred income tax recovery |
| | | (135) | | (253) | | (426) | | (256) |
Impairment of assets | | | | — | | — | | 493 | | 25,793 |
Cumulative catch-up adjustment on contract liability |
| | | (209) | | (245) | | (193) | | (242) |
Premium on flow-through share | | | | (1,517) | | — | | (2,227) | | — |
Proceeds from contract liability |
| | | (237) | | (57) | | (297) | | (57) |
Environmental rehabilitation obligations | | 8 | | 1,347 | | (1,716) | | 773 | | (1,716) |
Other | | | | 630 | | 294 | | 537 | | (524) |
Environmental rehabilitation obligations paid | | | | (181) | | — | | (671) | | — |
Net cash flows provided by (used in) operating activities before changes in non-cash working capital items |
| | | 18,098 | | (21,992) | | 13,526 | | (35,697) |
Changes in non-cash working capital items |
| | | | | | | | | |
Decrease (increase) in amounts receivable | | | | (25,517) | | 465 | | (21,437) | | 1,557 |
Decrease (Increase) in inventory | | | | (3,647) | | 2,280 | | (5,930) | | 2,316 |
Decrease (Increase) in other current assets | | | | 350 | | (1,496) | | 1,239 | | (1,527) |
Increase in accounts payable and accrued liabilities | | | | 1,785 | | 1,125 | | 5,371 | | 2,825 |
Net cash flows used in continuing operating activities | | | | (8,931) | | (19,618) | | (7,231) | | (30,526) |
Net cash flows provided by (used in) discontinued operating activities | | | | — | | (967) | | 190 | | (2,563) |
Net cash flows used in operating activities |
| | | (8,931) | | (20,585) | | (7,041) | | (33,089) |
Investing activities |
| | | | | | | | | |
Additions to mining interests and property, plant and equipment |
| | | (91,087) | | (10,856) | | (150,441) | | (23,670) |
Additions to exploration and evaluation assets | | | | (15,096) | | (2,406) | | (19,405) | | (4,914) |
Proceeds on disposals of property, plant and equipment and assets classified as held for sale | | | | — | | — | | — | | 531 |
Proceeds on disposals of investments |
| | | 140 | | — | | 1,181 | | 359 |
Acquisition of investments in associates | | | | (627) | | — | | (627) | | — |
Reclamation deposit | | | | — | | — | | (700) | | — |
Net cash flows used in continuing investing activities | | | | (106,670) | | (13,262) | | (169,992) | | (27,694) |
Net cash flows used in discontinued investing activities | | | | — | | — | | — | | (11) |
Net cash flows used in investing activities |
| | | (106,670) | | (13,262) | | (169,992) | | (27,705) |
Financing activities |
| | | | | | | | | |
Proceeds from equity financings | | 9 | | — | | — | | 196,249 | | — |
Other issuance of common shares |
| | | 54 | | 25 | | 104 | | 49 |
Share and warrant issue expense and financing fees | | | | (19,408) | | — | | (30,366) | | (220) |
Proceeds from exercise of warrants and options | | | | 965 | | — | | 37,504 | | — |
Long-term debt and financing of equipment draw down |
| 7 | | 362,098 | | — | | 367,281 | | — |
Repayment of long-term debt and leases | | 7 | | (1,355) | | (832) | | (2,614) | | (2,548) |
Withholding taxes on settlement of restricted units |
| | | — | | — | | — | | (33) |
Net cash flows provided by (used in) continuing financing activities | | | | 342,354 | | (807) | | 568,158 | | (2,752) |
Net cash flows used in discontinued financing activities | | | | — | | — | | — | | — |
Net cash flows provided by (used in) financing activities |
| | | 342,354 | | (807) | | 568,158 | | (2,752) |
Increase (decrease) in cash and cash equivalents before impact of exchange rate |
| | | 226,753 | | (34,654) | | 391,125 | | (63,546) |
Effects of exchange rate changes on cash and cash equivalents |
| | | 16,237 | | 3,355 | | 24,587 | | 3,191 |
Increase (decrease) in cash and cash equivalents |
| | | 242,990 | | (31,299) | | 415,712 | | (60,355) |
Cash balance related to asset held for sale | | | | — | | — | | (719) | | — |
Cash and cash equivalents – Beginning of period |
| | | 594,286 | | 77,597 | | 422,283 | | 106,653 |
Cash and cash equivalents – End of period |
| | | 837,276 | | 46,298 | | 837,276 | | 46,298 |
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
5
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Consolidated Statements of Changes in Equity
For the six months ended June 30, 2026
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars except number of shares)
| | | | Number of | | | | | | | | Accumulated | | | | |
| | | | common | | | | | | | | other | | | | |
| | | | shares | | Share | | | | Contributed | | comprehensive | | | | |
| | Notes | | outstanding | | capital | | Warrants | | surplus | | loss | | Deficit | | Total |
| | | | | | $ | | $ | | $ | | $ | | $ | | $ |
Balance – January 1, 2026 |
| | | 255,069,516 | | 1,416,739 | | 20,884 | | 20,976 | | (9,135) | | (766,775) | | 682,689 |
| | | | | | | | | | | | | | | | |
Net income |
| | | — | | — | | — | | — | | — | | 179,325 | | 179,325 |
Other comprehensive income, net |
| | | — | | — | | — | | — | | 11,465 | | — | | 11,465 |
Comprehensive loss |
| | | — | | — | | — | | — | | 11,465 | | 179,325 | | 190,790 |
Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes |
| | | — | | — | | — | | — | | 709 | | (709) | | — |
Private placement - February 2026 | | 9 | | 40,607,650 | | 196,249 | | — | | — | | — | | — | | 196,249 |
Shares issued for the settlement of deferred consideration | | | | 871,683 | | 3,453 | | — | | — | | — | | — | | 3,453 |
Share issue expense | | | | — | | (10,239) | | — | | — | | — | | — | | (10,239) |
Share-based compensation: | | | | | | | | | | | | | | | | |
- Share options |
| | | — | | — | | — | | 1,406 | | — | | — | | 1,406 |
- Restricted and deferred share units |
| | | — | | — | | — | | 391 | | — | | — | | 391 |
Shares issued - employee share purchase plan |
| | | 35,260 | | 156 | | — | | — | | — | | — | | 156 |
Shares issued from RSU/DSU settlement |
| | | 78,734 | | 519 | | — | | — | | — | | 185 | | 704 |
Exercise of warrants | | 9 | | 9,108,402 | | 53,912 | | (9,024) | | — | | — | | — | | 44,888 |
Warrants expired | | | | — | | — | | (5,804) | | 5,804 | | | | | | |
Exercise of share options | | | | 41,299 | | 309 | | — | | (76) | | — | | — | | 233 |
Balance – June 30, 2026 |
| | | 305,812,544 | | 1,661,098 | | 6,056 | | 28,501 | | 3,039 | | (587,974) | | 1,110,720 |
As at June 30, 2026, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to a loss of $(11.6) million. Items that may be recycled to the consolidated statements of loss amount to $14.6 million.
The notes are an integral part of these unaudited condensed interim consolidated financial statements.
6
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Consolidated Statements of Changes in Equity
For the 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 income, net |
| | | — | | — | | — | | — | | (6,456) | | — | | (6,456) |
Comprehensive income (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) | | — |
- 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 |
| | | 136,653,693 | | 1,137,663 | | 11,859 | | 21,726 | | (6,797) | | (683,051) | | 481,400 |
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.
7
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(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 Gold Group Inc. (formerly Osisko Development Corp.) (“Osisko Gold Group” 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. On July 14, 2026, the Company changed its name from “Osisko Development Corp.” to “Osisko Gold Group Inc.”. Osisko Gold Group, is focused on exploring and developing its mining assets, including the Cariboo Gold Project in British Columbia and the Trixie Test Mine in the USA.
The Company’s registered and business address is 1450-155 University Avenue, Toronto, Ontario and is constituted under the Canada Business Corporations Act. During the quarter ended June 30, 2026, the Company relocated its registered and business address from 1100, avenue des Canadiens-de-Montréal, suite 300, Montreal, Québec to its current address noted above. The common shares of Osisko Gold Group trade under the symbol OGG on the TSX Venture Exchange (“TSX-V”) and on the New York Stock Exchange (“NYSE”).
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, 2026, the Company has a working capital of $670.1 million, which includes a cash and cash equivalent balance of $837.3 million. The Company also has an accumulated deficit of $588 million and a net income of $179.3 million for the six months ended June 30, 2026.
The working capital position as at June 30, 2026, will not be sufficient to meet the Company's obligations, commitments and forecasted expenditures up to June 2027. As the Company progresses through the detailed engineering phase of the Project, updated cost estimates, expenditure timing and other project requirements may have a material impact on the Company's forecasted expenditures. The working capital balance excludes the remaining tranches of the 2025 Financing Facility (as defined below) with Appian, totalling US$350 million which are subject to conditions precedent that had not been satisfied as at June 30, 2026 (see Note 7). 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 access available credit facilities, and 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, statement of compliance and material accounting policies |
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
8
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
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, 2025. 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 with the exception of the new material accounting policies and new amendments adopted during the period described below.
The Board of Directors approved these unaudited condensed interim consolidated financial statements for issue on August 13, 2026.
New material accounting policies
a) Convertible debt
The Notes are an interest-bearing debt instrument, under the terms of which the Company has the right to settle all or part of the instrument in cash on the conversion date. As the Notes contain a conversion and redemption feature that give the holder and Company the right to convert before maturity, under certain circumstances, the Notes are classified as a financial liability with embedded derivatives. Under IFRS 9, Financial Instruments, the Company has the option to elect for the entire Note to be measured at fair value through profit and loss (“FVTPL”), or to bifurcate the host liability from the embedded feature. The Company has elected to account for the Notes as a hybrid instrument, with the embedded derivatives at FVTPL and the host debt at amortized cost. The debt component of the Notes is (i) initially recognized as the difference between the fair value of the financial instrument as a whole and the fair value of the embedded derivatives and (ii) is subsequently recognized at amortized cost using the effective interest rate method. The embedded derivatives represent the conversion and redemption features of the Notes and are (i) initially classified as a financial liability measured at fair value through profit or loss; and (ii) subsequently recognized at fair value with changes in fair value recognized in net earnings or loss. If the conversion feature is accounted for as a derivative liability, such derivative is considered when determining the classification of the entire instrument as current versus non-current.
Transaction costs that are directly attributable to issuing the convertible note are allocated to the host debt and included in its initial carrying amount; they are amortized using the effective interest rate. With the Notes transaction, the Company has elected to allocate all the transaction costs to the host liability, and none were allocated to the derivative liabilities. The transaction costs will be amortized into income using the effective interest method.
b) Capped call
The Company issued convertible senior notes and simultaneously entered into capped call option transactions with certain financial institutions. The capped call options are separate transactions and do not affect the accounting for the liability and equity components of the convertible notes.
The Capped Call is a derivative asset that is measured at fair value, with subsequent changes in fair value recognized through profit or loss.
New amendments adopted during the period
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments
On May 30, 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7, which respond to recent questions arising in practice. The amendments were issued to:
| ● | clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; |
9
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
| ● | clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion; |
| ● | add new disclosures for certain instruments with contractual terms that can change cash flows; and |
| ● | update disclosures for equity instruments designated at fair value through other comprehensive income. |
The amendments to IFRS 9, Financial Instruments, and IFRS 7, Financial Instruments: Disclosures, are effective for annual periods beginning on or after January 1, 2026 and are applied prospectively with no restatement of comparatives per the initial transition requirements of these amendments. The amendments clarify that a financial liability is derecognized on the settlement date, being the date on which the obligation is extinguished. The Company has not elected the optional exception to derecognize financial liabilities settled through an electronic payment system prior to the settlement date. The Company's existing accounting policy is to derecognize financial liabilities when settlement is confirmed at the bank, which is consistent with the settlement-date derecognition requirements clarified by these amendments. The adoption of these amendments had no material impact on the Company's condensed interim consolidated financial statements for the three months ended June 30, 2026.
Critical accounting estimates and judgements
In preparing the Company’s condensed interim consolidated financial statements for the three and six months ended June 30, 2026, the Company applied the critical accounting estimates and judgements, and key sources of estimation uncertainty disclosed in Note 5 of its 2025 Annual Financial Statements except as noted below:
In May 2026, the Company completed the issuance of the Notes, as defined therein, and also purchased a series of capped call options, the valuation of which include the use of judgement and estimates. Refer to Note 6 of these condensed interim consolidated financial statements for the significant judgements and estimates in determining the fair value of the Notes and capped call options.
3. | Cash and cash equivalents |
As at June 30, 2026 and December 31 2025, the consolidated cash and cash equivalents position was as follows:
| | 2026 | | 2025 |
|
| $ |
| $ |
Cash and cash equivalents held in Canadian dollars | | 358,742 | | 112,912 |
| | | | |
Cash and cash equivalents held in U.S. dollars | | 331,690 | | 220,426 |
Cash and cash equivalents held in U.S. dollars (Canadian dollars equivalent) | | 471,331 | | 302,115 |
| | | | |
Cash held and cash equivalents in Mexican Pesos | | 88,556 | | 95,200 |
Cash held and cash equivalents in Mexican Pesos (Canadian dollars equivalent) | | 7,203 | | 7,256 |
| | 837,276 | | 422,283 |
10
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
4. Amount Receivable
| | 2026 | | 2025 |
|
| $ |
| $ |
Trade receivables | | 28,976 | | 6,849 |
Exploration tax credits | | 87 | | 63 |
Sales taxes | | 1,884 | | 2,430 |
Interest income receivable | | — | | — |
Other | | 159 | | 15 |
| | 31,106 | | 9,357 |
5. | Mining interests and property, plant and equipment |
| | | | | | | | | | |
| | Plant and | | Mining | | Right-of-use | | Construction- | | |
| | Equipment | | Interests | | assets | | in-progress | | 2026 |
|
| $ |
| $ | | |
| $ |
| $ |
Cost– Beginning of period | | 95,829 | | 506,055 | | 9,892 | | 72,802 | | 684,578 |
Additions | | 11,739 | | 35,301 | | 364 | | 107,756 | | 155,160 |
Assets classified as held for sale and other disposals | | (229) | | — | | — | | — | | (229) |
Asset retirement obligations | | — | | 16 | | — | | — | | 16 |
Depreciation capitalized | | — | | 2,786 | | — | | — | | 2,786 |
Share-based compensation capitalized | | — | | 49 | | — | | — | | 49 |
Impairment | | (493) | | — | | — | | — | | (493) |
Other | | — | | — | | — | | — | | — |
Borrowing costs | | — | | 11,184 | | — | | — | | 11,184 |
Transfers | | 56,707 | | — | | — | | (56,707) | | — |
Currency translation adjustments | | 1,123 | | 1,474 | | 44 | | 85 | | 2,726 |
Cost – End of period | | 164,676 | | 556,865 | | 10,300 | | 123,936 | | 855,777 |
| | | | | | | | | | |
Accumulated depreciation – Beginning of period | | 36,064 | | 667 | | 3,521 | | — | | 40,252 |
Depreciation | | 8,740 | | 4,409 | | 731 | | — | | 13,880 |
Assets classified as held for sale and other disposals | | (191) | | — | | — | | — | | (191) |
Currency translation adjustments | | 612 | | 171 | | 30 | | — | | 813 |
Accumulated depreciation – End of period | | 45,225 | | 5,247 | | 4,282 | | — | | 54,754 |
| | | | | | | | | | |
Cost | | 164,676 | | 556,865 | | 10,300 | | 123,936 | | 855,777 |
Accumulated depreciation | | (45,225) | | (5,247) | | (4,282) | | — | | (54,754) |
Net book value | | 119,451 | | 551,618 | | 6,018 | | 123,936 | | 801,023 |
11
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
| | Plant and | | Mining | | Right-of-use | | Construction- | | |
| | Equipment | | Interests | | assets | | in-progress | | 2025 |
|
| $ |
| $ | | |
| $ |
| $ |
Cost– Beginning of period | | 107,818 | | 510,986 | | 6,045 | | 15,525 | | 640,374 |
Additions | | 10,548 | | 32,582 | | 3,947 | | 59,707 | | 106,784 |
Assets classified as held for sale and other disposals | | (21,992) | | (30,483) | | (31) | | — | | (52,506) |
Asset retirement obligations | | — | | 4,545 | | — | | — | | 4,545 |
Depreciation capitalized | | — | | 2,834 | | — | | — | | 2,834 |
Share-based compensation capitalized | | — | | 134 | | — | | — | | 134 |
Impairment | | (1,091) | | (25,344) | | (9) | | (2,231) | | (28,675) |
Borrowing costs | | — | | 10,140 | | — | | — | | 10,140 |
Transfers | | 94 | | — | | — | | (94) | | — |
Currency translation adjustments | | 452 | | 661 | | (60) | | (105) | | 948 |
Cost – End of period | | 95,829 | | 506,055 | | 9,892 | | 72,802 | | 684,578 |
| | | | | | | | | | |
Accumulated depreciation – Beginning of period | | 39,458 | | 4,316 | | 2,807 | | — | | 46,581 |
Depreciation | | 11,105 | | 1,264 | | 782 | | — | | 13,151 |
Assets classified as held for sale and other disposals (i) | | (14,180) | | (5,357) | | (31) | | — | | (19,568) |
Impairment | | (745) | | — | | (9) | | — | | (754) |
Currency translation adjustments | | 426 | | 444 | | (28) | | — | | 842 |
Accumulated depreciation – End of period | | 36,064 | | 667 | | 3,521 | | — | | 40,252 |
| | | | | | | | | | |
Cost | | 95,829 | | 506,055 | | 9,892 | | 72,802 | | 684,578 |
Accumulated depreciation | | (36,064) | | (667) | | (3,521) | | — | | (40,252) |
Net book value | | 59,765 | | 505,388 | | 6,371 | | 72,802 | | 644,326 |
| (i) | On November 24, 2025, the Company entered into an agreement to sell the San Antonio Gold Project. Accordingly, all assets related to the San Antonio Gold Project were reclassified to assets classified as held for sale as at December 31, 2025. The sale closed on January 27, 2026. Additional information is provided in Note 13 – Assets Classified as Held for Sale and discontinued operations. |
NSR Royalty and Streams
OR holds a 5% NSR royalty on the Cariboo 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 Gold Mines Ltd. (“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 is first-ranking, subject to permitted encumbrances.
In connection with the acquisition of Tintic in May 2022, the Company issued aggregate 2% NSR royalties, with a 50% buyback right in favour of Osisko Gold Group exercisable within five years.
Impairment assessment
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 was considered an indicator of impairment for the QR Mill
12
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
and, accordingly, management performed an impairment assessment and recorded an impairment charge of $25.3 million on the mining interests related to the QR Mill during the first quarter of 2025.
6. | Exploration and evaluation |
| | 2026 | | 2025 |
| | ($) | | ($) |
| | | | |
Net book value - Beginning of period |
| 89,635 |
| 86,258 |
Additions |
| 23,281 |
| 6,603 |
Depreciation capitalized |
| 37 |
| 823 |
Currency translation adjustments |
| 3,084 |
| (4,049) |
Net book value – End of period |
| 116,037 |
| 89,635 |
| | | | |
Cost |
| 216,244 |
| 189,842 |
Accumulated impairment |
| (100,207) |
| (100,207) |
Net book value – End of period |
| 116,037 |
| 89,635 |
7. | Long-term debt and lease liabilities |
| | Convertible Notes | | 2025 Financing Facility | | Financed Mining Equipment | | Lease Liabilities | | Total | | Total |
| | | | | | | | | | ($) | | ($) |
Balance – Beginning of period | | — | | 129,843 | | 10,860 | | 3,854 |
| 144,557 | | 46,639 |
Additions net of financing fees | | 279,769 | | — | | 8,207 | | 329 |
| 288,305 | | 128,576 |
Repayment | | — | | — | | (1,826) | | (788) |
| (2,614) | | (38,709) |
Interest capitalized | | 2,192 | | 11,300 | | — | | — | | 13,492 | | 12,568 |
Interest paid | | — | | — | | — | | — | | — | | (2,422) |
Write-offs | | — | | — | | — | | — | | — | | — |
Currency translation adjustments | | 8,171 | | 4,876 | | 125 | | 11 |
| 13,183 | | (2,095) |
Balance – End of period | | 290,132 | | 146,019 | | 17,366 | | 3,406 | | 456,923 | | 144,557 |
| | | | | | | | | | | | |
Current portion | | — | | — | | 7,451 | | 1,495 |
| 8,946 | | 6,771 |
Non-current portion | | 290,132 | | 146,019 | | 9,915 | | 1,911 |
| 447,977 | | 137,786 |
| | 290,132 | | 146,019 | | 17,366 | | 3,406 | | 456,923 | | 144,557 |
Convertible Notes & Derivative Liabilities
In May 2026, the Company issued US$300 million ($414.3 million) of convertible senior notes (the “Notes”). The Company received $393.8 million after commissions, fees and transaction costs of US$14.8 million ($20.5 million). The transaction costs are included in the amortized value of the host contract and amortized over the life of the Notes using the effective interest method. In connection with the Notes offering, 1,279,536 broker warrants were issued to certain purchasers and included in the transaction costs. In absence of quoted market prices, the fair value of the warrants exercisable in U.S. dollars is determined using the Black-Scholes option pricing model based on the following weighted average assumptions and inputs:
13
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
Dividend per share | | | 0% |
Expected volatility | | | 57.7% |
Risk-free interest rate | | | 4.1% |
Expected life | | | 5.0 years |
Exercise price (US$) | | | 3.68 |
Share price (US$) | | | 2.80 |
The Notes pay interest semi-annually at a rate of 4.125% per annum commencing on December 15, 2026, and mature on June 15, 2031. The holders of the Notes may convert their Notes in shares, cash or a combination thereof at the Company’s discretion, under the following circumstances:
(1) the closing sale price of the Company’s shares exceeds 130% of the conversion price of US$3.68 per share for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding quarter, and only in the following quarter (the “Share Price Threshold”);
(2) the trading price per $1,000 principal amount of the Notes is equal to or less than 98% of the product of the closing sale price of the Company’s common shares and the applicable conversion rate;
(3) the Notes are called for redemption by the Company;
(4) upon occurrence of certain specified corporate events; or
(5) on or after March 1, 2031.
The conversion rate is approximately 272.11 common shares per US$1,000 principal amount of Notes which represents a conversion price of approximately US$3.68 per share. Upon conversion the Company may settle the obligation, at its sole discretion, in either common shares, in cash at an equivalent value or in a combination of both.
The Company may redeem for cash all or any portion of the Notes on or after June 20, 2029, but only if the the Company’s stock price reaches at least 130% of the conversion price for 20 out of the previous 30 consecutive trading days. Since the issuance of the Notes, the Share Price Threshold was not met . The redemption price represents 100% of the principal amount of the Notes, plus accrued and unpaid interest.Upon the occurrence of specified corporate transactions, such as but not limited to change of control, major corporate transaction, or liquidation, the Company must offer to repurchase all of the outstanding Notes for cash.
The Notes mature on June 15, 2031 and has an effective interest rate of 11.95%. Any Notes not converted, repurchased or redeemed prior to the maturity date will have their principal amount repaid by the Company in cash at maturity.
Double Zero Capital, LP, a shareholder of the Company,participated in the Notes offering acquiring US$50.0 million aggregate principal amount of the Notes. Following this transaction, Double Zero held, directly or indirectly, common shares, warrants and Notes representing approximately 15.9% of the issued and outstanding common shares on a non-diluted basis.
Under IFRS 9, Financial Instruments, the conversion and redemption features (“Derivative Liability”) embedded in the Notes are bifurcated from the host debt and recognized as derivative liabilities because they are not closely related to the host and may be settled in cash, shares, or a combination thereof. The derivative liabilities are measured at fair value on initial recognition and at each reporting date, with changes recognized in profit or loss. The host debt is recognized at the residual amount, after allocating fair value to the embedded derivatives and deducting transaction costs and is subsequently measured at amortized cost using the effective interest method.
14
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
The embedded derivative used a market calibration approach based on the observable traded price of the convertible Notes. Under this approach, the fair value of the embedded derivative was determined using a valuation model calibrated to the market price of the instrument. The host debt component was then measured as the residual amount, representing the difference between the observed fair value of the convertible Notes and the fair value attributed to the embedded derivative.
The following key assumptions were used in the valuation model:
| | | Key Assumption | | Key Assumption |
| | | Inception | | As of June 30, 2026 |
Debt traded price | | | 100.00 | | 103.88 |
Volatility | | | 50.0% | | 50.0% |
Share price (US$) | | | 2.78 | | 2.46 |
Capped Call Derivative Options
Concurrently with the issuance of the Notes, the Company purchased cash-settled call options (the “Capped Calls” or the “Derivative Asset”) with a strike price equal to initial conversion price of the Notes of US$3.68 and with a cap price of US$5.88, a term consistent with the term of the Notes. The purchase price for the Capped Call transactions was approximately US$40.2 million ($55.5 million). The capped call options are separate transactions and do not affect the accounting for the Convertible Notes and Derivative Liability.
The Capped Calls are accounted for as a derivative asset and are remeasured at fair value through profit and loss at each reporting date. At inception, the Capped Calls were valued at the premium paid; subsequently they are valued using Black-Scholes option-pricing model adjusted for credit risk. The key assumptions used in the valuation model at June 30, 2026, used in valuation of the conversion option are:
| | As at June 30, 2026 | |
Average volatility | | | 56.2% |
Risk-free interest rate | | | 4.2% |
Credit Spread | | | 0.5% |
Expected life | | | 5.0 years |
Exercise price (US$) | | | 3.68 |
Cap price (US$) | | | 5.88 |
Share price (US$) | | | 2.46 |
As at June 30, 2026, the fair value of the Capped Calls was US$32.1 million ($45.5 million), resulting in a fair value loss of US$8.1 million ($11.6 million) recorded in the consolidated statement of income (loss).
2025 Financing Facility
On July 21, 2025, the Company entered into a credit agreement with Appian ODV (Jersey) Ltd and other lenders, providing for a US$450 million senior secured credit facility (the “2025 Financing Facility”).
The 2025 Financing Facility is intended to fund pre-construction activities, development, construction, operation and working capital requirements of the Cariboo Gold Project and Barkerville. The facility is non-revolving and available in multiple advances: an initial draw of US$100 million ($137.2 million) was made on July 21, 2025. Up to four subsequent
15
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
draws of at least US$50 million each may be made within 36 months of the closing date, subject to the satisfaction of certain conditions precedent required by the lender, which had not been met as at June 30, 2026.
The facility matures on July 21, 2028, being three years from the closing date. However, if any subsequent advance is drawn, the maturity date is extended to July 21, 2033, being eight years from the closing date.
The obligations under the 2025 Financing Facility are guaranteed by the Company pursuant to a limited recourse guarantee and secured by a first-ranking security interest against all of the shares of Barkerville held by the Company. Additionally, the obligations are secured by a first- ranking security interest over all present and future assets and property of Barkerville. The facility includes customary financial and non-financial covenants, including minimum liquidity, tangible net worth, and project-specific coverage ratios. As at June 30, 2026, all such covenants were met.
Schedule of payments
The schedule for expected payments of the mining equipment financings and Financing Facility are as follows:
| | Less than 1 year | | 1-2 years | | 3-4 years | | Over 5 years |
| | $ | | $ | | $ | | $ |
Total payments – Convertible Notes | | — | | — | | — | | 290,132 |
Total payments – 2025 Financing Facility | | — | | 146,019 | | — | | — |
Total payments – Mining equipment financings and lease liabilities | | 8,945 | | 10,607 | | 1,102 | | 117 |
8. | Environmental rehabilitation provision |
| | 2026 | | 2025 |
| | ($) | | ($) |
Balance – Beginning of period |
| 99,179 | | 90,803 |
New obligations and revision of estimates |
| 789 | | 23,169 |
Accretion expense |
| 1,704 | | 3,547 |
Payment of environmental rehabilitation obligations |
| (671) | | (667) |
Transfer to liabilities associated with asset held for sale (i) | | — | | (18,818) |
Currency translation adjustment |
| 347 | | 1,145 |
Balance – End of period |
| 101,348 | | 99,179 |
| | | | |
Current portion |
| 3,984 | | 6,970 |
Non-current portion |
| 97,364 | | 92,209 |
|
| 101,348 | | 99,179 |
| (i) | On November 24, 2025, the Company entered into an agreement to sell the San Antonio Gold Project. Accordingly, all assets related to the San Antonio Gold Project were reclassified to assets classified as held for sale as at December 31, 2025. The sale closed on January 27, 2026. Additional information is provided in Note 13 – Assets Classified as Held for Sale and discontinued operations. |
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, 2026, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $285.4 million (December 31, 2025 – $285.5 million). The weighted average actualization rate used is approximately 3.32% (December 31, 2025 – 3.36%) and the disbursements are expected to be made between 2025 and 2129 as per the current closure plans.
16
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
As of June 30, 2026, the Company maintains environmental bonding insurance of $79.0 million, including US$6.1 million ($8.6 million) denominated in U.S dollars.
9. | Share Capital and Warrants |
Shares
February 2026 Bought Deal
On February 3, 2026, the Company completed a prospectus offering (the "Offering") of common shares of the Company. The Offering was completed on a "bought deal" basis, pursuant to an underwriting agreement dated January 27, 2026, among the Company and a syndicate of underwriters comprising National Bank Capital Markets, RBC Capital Markets and Cantor, as co-lead underwriters and co-bookrunners, and BMO Capital Markets (collectively, the "Underwriters"). Pursuant to the Offering, the Company issued an aggregate of 40,607,650 Common Shares at a price of US$3.54 per Common Share for aggregate gross proceeds of US$143.8 million ($196.3 million), including the exercise in full by the Underwriters of their over-allotment option.
In connection with the Offering, the Company incurred share issuance costs of approximately $10.3 million, including underwriters’ fees equal to 4.5% of gross proceeds. Issuance costs allocated to common shares were recorded as a deduction from share capital.
Warrants
Warrant liability
The warrants issued in connection with the 2022 non-brokered private placement, the 2024 non-brokered and brokered private placements, the 2025 non-brokered and brokered private placements and the 2026 Convertible Notes 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. Upon exercise of the warrants, the Company will issue shares, and will not be required to pay any cash.
The movement of the warrants liability, classified as financial instruments at fair value through profit or loss, is as follows:
| | 2026 | | 2025 |
| | $ | | $ |
Fair value through profit or loss (warrants) | |
| |
|
Balance – Beginning of period | | 225,000 | | 67,852 |
Additions | | 2,309 | | 75,769 |
Change in fair value | | (119,903) | | 88,438 |
Fair value transferred to Share Capital on Exercise | | (7,616) | | (2,042) |
Foreign exchange | | 7,504 | | (5,017) |
Balance – End of period | | 107,294 | | 225,000 |
17
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(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 U.S. dollars is determined using the Black-Scholes option pricing model based on the following weighted average assumptions and inputs:
| | 2026 | | 2025 | | ||
Dividend per share | | | 0% | | | 0% | |
Expected volatility(i) | | | 63.4% | | | 61.6% | |
Risk-free interest rate | | | 3.9% | | | 3.5% | |
Expected life | | | 2.0 years | | | 2.4 years | |
Exercise price (US$) | | | 3.63 | | | 3.59 | |
Share price (US$) | | | 2.46 | | | 3.49 | |
| | | | | | | |
| | | | | | | |
The warrant liability is exposed to changes in expected volatility and share price. Based on the warrant liability balance as at June 30, 2026, a 5% increase in expected volatility would increase the warrant liability and the related change in fair value by $5.3 million, while a decrease of 5% would decrease the warrant liability and related fair value by $1.1 million. A 5% increase in the Company's share price would increase the warrant liability and the related change in fair value by $11.3 million, while a decrease of 5% would decrease the warrant liability and the related change in fair value by $10.9 million. These sensitivities are calculated independently, and actual changes in fair value may differ if multiple assumptions change simultaneously.
The following table summarizes the Company’s movements for the warrants outstanding:
| | 2026 | | 2025 | ||||
| | | | Weighted | | | | Weighted |
| | Number of | | average | | Number of | | average |
| | Warrants | | exercise price | | Warrants | | exercise price |
| | |
| $ | | |
| $ |
Balance – Beginning of period | | 132,376,167 | | 5.71 | | 78,068,475 | | 7.17 |
Issued – 2025 Financing Facility |
| — | | — | | 5,625,031 | | 4.43 |
Issued – 2025 Non-brokered private placement |
| — | | — | | 20,252,661 | | 3.53 |
Issued – 2025 Brokered private placement | | — | | — | | 29,280,000 | | 3.53 |
Issued – 2026 Broker warrants | | 1,279,536 | | 5.08 | | — | | — |
Expired – 2023 Bought Deal | | (7,841,850) | | 8.55 | | — | | — |
Exercised - 2024 Brokered private placement | | — | | — | | (850,000) | | 4.14 |
Exercised - 2024 Non-Brokered private placement | | (13,888) | | 4.17 | | — | | — |
Exercised - 2025 Financing Facility | | (5,625,031) | | 4.43 | | — | | — |
Exercised - 2025 Brokered Private Placement | | (3,469,483) | | 3.54 | | — | | — |
Balance – End of period |
| 116,705,451 | | 5.64 | | 132,376,167 | | 5.71 |
18
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
The outstanding warrants have the following classification, 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 |
2024 Non-brokered private placement | Liability | 01-Oct-29 | 19,149,522 | US$ | 3.00 |
2024 Brokered private placement | Liability | 01-Oct-29 | 31,096,366 | US$ | 3.00 |
2025 Non-Brokered private placement (i) | Liability | 15-Aug-27 | 20,252,661 | US$ | 2.56 |
2025 Brokered private placement (i) | Liability | 15-Aug-27 | 25,810,517 | US$ | 2.56 |
2026 Broker Warrants | Liability | 29-May-31 | 1,279,536 | US$ | 3.68 |
| (i) | The maturity is subject to an acceleration clause. If, at any time after 15 months from the closing date, the closing price of the Common Shares on the TSX-V or NYSE exceeds the exercise price for 20 consecutive trading days, the Company may, within 10 days, notify holders to accelerate the expiry date to 30 days from the notice date. |
10. | Share-based compensation |
Share options
The omnibus incentive plan (the “Omnibus Plan”) provides for the issuance of stock options to acquire common shares to directors, officers, employees, consultants or investor relation service providers of the Company.
The following table summarizes information about the movement of the share options under the Company’s plan:
| | 2026 | | 2025 | ||||
| | | | Weighted | | | | Weighted |
| | | | average | | | | average |
| | Number of | | exercise | | Number of | | exercise |
| | options | | price | | options | | price |
| | | | $ | | |
| $ |
Outstanding – Beginning of period |
| 5,406,594 | | 4.16 |
| 5,229,369 | | 5.53 |
Granted |
| 984,400 | | 4.51 |
| 1,514,300 | | 2.51 |
Exercised | | (41,299) | | 2.77 | | (18,733) | | 2.88 |
Forfeited |
| (45,634) | | 2.40 |
| (845,600) | | 2.97 |
Expired | | (129,364) | | 18.82 | | (472,742) | | 16.21 |
Outstanding – End of period |
| 6,174,697 | | 3.93 |
| 5,406,594 | | 4.16 |
Exercisable – End of period |
| 2,748,362 | | 4.86 |
| 2,081,127 | | 6.05 |
19
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(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, 2026:
| | | | Options outstanding | | Options exercisable | ||||
| | | | | | Weighted | | | | Weighted |
| | | | | | average | | | | average |
| | Exercise | | | | remaining contractual | | | | remaining contractual |
Grant date | | price | | Number | | life (years) | | Number | | life (years) |
|
| $ | | |
| | | | | |
August 16, 2021 |
| 16.89 | | 31,199 |
| 0.13 | | 31,199 | | 0.13 |
November 12, 2021 |
| 16.20 | | 11,331 |
| 0.37 | | 11,331 | | 0.37 |
June 30, 2022 |
| 6.49 | | 452,800 |
| 0.97 | | 452,800 | | 0.97 |
November 18, 2022 |
| 6.28 | | 61,500 |
| 1.39 | | 61,500 | | 1.39 |
April 3, 2023 | | 6.59 | | 891,467 | | 1.71 | | 891,467 | | 1.71 |
April 3, 2024 | | 2.88 | | 117,666 | | 2.76 | | 70,200 | | 2.76 |
July 4, 2024 | | 2.72 | | 2,224,300 | | 3.01 | | 741,434 | | 3.01 |
April 2, 2025 | | 2.20 | | 126,134 | | 3.76 | | 37,598 | | 3.76 |
May 13, 2025 | | 2.57 | | 1,273,900 | | 3.77 | | 450,833 | | 3.58 |
April 1, 2026 | | 4.51 | | 984,400 | | 4.75 | | — | | — |
|
| 3.93 | | 6,174,697 |
| 3.08 | | 2,748,362 | | 2.3 |
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, 2026, the total share-based compensation related to share options granted under the Company’s plan amounted to $0.8 million and $1.4 million, respectively ($0.8 million and 1.2 million, respectively for the three and six month ended June 30, 2025).
Deferred and restricted share units (“DSU” and “RSU”)
The following table summarizes the DSU and RSU movements:
| | 2026 | | 2025 | ||||
| | DSU | | RSU | | DSU | | RSU |
Outstanding – Beginning of period |
| 817,797 |
| 1,784,632 |
| 606,463 |
| 1,219,125 |
Granted |
| 247,129 |
| 1,426,600 |
| 288,397 |
| 1,279,100 |
Settled |
| — |
| (168,509) |
| (77,063) |
| (385,685) |
Forfeited |
| — |
| (36,123) |
| — |
| (327,908) |
Outstanding– End of period |
| 1,064,926 |
| 3,006,600 |
| 817,797 |
| 1,784,632 |
Vested – End of period |
| 817,797 |
| — |
| 529,400 |
| — |
The total share-based compensation expense related to the Company’s DSU and RSU plans for the three and six months ended June 30, 2026 was $0.9 million and $1.5 million, respectively ($0.7 million and $0.7 million respectively for the three and six months ended June 30, 2025).
20
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
11. | 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, 2025, 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.
| | 2026 | ||||||
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | $ | | $ | | $ | | $ |
Recurring measurements | | |
| |
| |
| |
Financial assets and liabilities at fair value through profit or loss | | | | | | | | |
Derivative liability - Convertible Notes | | — |
| — |
| 85,447 |
| 85,447 |
Warrant liability | | — | | — | | 107,294 | | 107,294 |
Derivative asset - Capped call | | — | | — | | 45,546 | | 45,546 |
Mining exploration and development companies | | — |
| — |
| 735 |
| 735 |
Financial assets at fair value through other comprehensive loss | | |
| |
| |
| |
Equity securities | | |
| |
| |
| |
Mining exploration and development companies | | 30,753 | | — |
| — |
| 30,753 |
| | 30,753 |
| — |
| 239,022 |
| 269,775 |
| | 2025 | ||||||
| | Level 1 | | Level 2 | | Level 3 | | Total |
| | $ | | $ | | $ | | $ |
Recurring measurements | | |
| |
| |
| |
Financial assets and liabilities at fair value through profit or loss | | | | | | | | |
Warrant liability | | — | | — | | 225,000 | | 225,000 |
Mining exploration and development companies | | — |
| — |
| 1,460 |
| 1,460 |
Financial assets at fair value through other comprehensive loss | | |
| |
| |
| |
Equity securities | | |
| |
| |
| |
Mining exploration and development companies | | 14,036 |
| — |
| — |
| 14,036 |
| | 14,036 |
| — |
| 1,460 |
| 240,496 |
During the six months ended June 30, 2026 and 2025 there were no transfers among Level 1, Level 2 and Level 3.
21
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
12. | Segmented information |
The operating segments are reported in a manner consistent with the internal reporting provided to the Chief Executive Officer (“CEO”) who fulfills the role of the chief decision-maker. The CEO is responsible for allocating resources and assessing performance of the Company’s operating segments. The chief 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 and the USA:
| | 2026 | ||||
| | Canada | | USA | | Total |
| | | | | | |
| | $ | | $ | | $ |
Other assets (non-current) | | 31,090 | | 2,260 | | 33,350 |
Mining interests and property, plant and equipment | | 747,684 | | 53,339 | | 801,023 |
Exploration and evaluation | | 29,027 | | 87,010 | | 116,037 |
Total non-current assets (excluding investments) | | 807,801 | | 142,609 | | 950,410 |
| | 2025 | ||||
| | Canada | | USA | | Total |
| | $ | | $ | | $ |
Other assets (non-current) | | 15,791 | | 2,123 | | 17,914 |
Mining interests and property, plant and equipment | | 588,776 | | 55,550 | | 644,326 |
Exploration and evaluation | | 6,091 | | 83,544 | | 89,635 |
Total non-current assets (excluding investments) | | 610,658 | | 141,217 | | 751,875 |
22
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
| | Canada | | USA | | Total |
| | $ | | $ | | $ |
For the three months ended June 30, 2026 | | | | | | |
Revenues | | — | | 32,726 | | 32,726 |
Cost of Sales | | — | | (12,029) | | (12,029) |
Other operating costs | | (2,710) | | — | | (2,710) |
General and administrative expenses | | (9,238) | | (663) | | (9,901) |
Operating (loss) income | | (11,948) |
| 20,034 |
| 8,086 |
| | | | | | |
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) | | (1,430) | | (11,726) |
General and administrative expenses | | (6,933) | | (446) | | (7,379) |
Operating (loss) income | | (17,229) |
| 908 |
| (16,321) |
| | | | | | |
For the six months ended June 30, 2026 | | |
| |
| |
Revenues | | — | | 34,940 |
| 34,940 |
Cost of sales | | — | | (12,700) |
| (12,700) |
Other operating costs | | (3,386) | | — |
| (3,386) |
General and administrative | | (19,452) | | (484) |
| (19,936) |
Impairment of assets | | (493) | | — |
| (493) |
Operating (loss) income from continuing activities | | (23,331) |
| 21,756 |
| (1,575) |
| | | | | | |
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) | | (3,139) | | (20,489) |
General and administrative | | (12,195) | | (1,467) | | (13,662) |
Impairment of assets | | (25,793) | | — | | (25,793) |
Operating loss from continuing activities | | (55,338) | | (1,822) | | (57,160) |
13. | Commitments |
The Company has the following commitments as of June 30, 2026:
| | Total(i) | | Less than 1 year | | 1‑ 2 years | | 3-4 years | |
Purchase obligations |
| 3,774 |
| 3,774 | | — |
| — |
|
Capital commitments |
| 204,612 |
| 145,064 | | 46,443 |
| 13,105 |
|
Total |
| 208,386 |
| 148,838 | | 46,443 |
| 13,105 |
|
| (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. |
The balance on flow-through financings not spent according to the restrictions imposed by the 2025 October Private Placement represents $22.0 million as at June 30, 2026, and is included in cash and cash equivalents.
23
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
14. Asset held for sale and discontinued operations
On November 24, 2025, the Company entered into an agreement to sell its 100% interest in the San Antonio Gold Project, located in Sonora, Mexico to Axo Copper Corp. (“Axo”). Pursuant to the Purchase Agreement, Axo acquired Sapuchi, which holds a 100% interest in the mineral concessions comprising San Antonio (the “disposal group”).
The disposal group was classified as assets held for sale and discontinued operations in the fourth quarter of 2025. Upon closing of the transaction on January 27, 2026, the Company received 15,325,841 common shares of Axo. Subsequent to closing, the Company received an additional 2,363,516 Axo common shares pursuant to an anti‑dilution provision triggered by a qualifying financing.
In addition, the Company is entitled to certain contingent deferred consideration, including (i) a cash payment equal to 70% of any Mexican VAT refund relating to periods ending on or before closing, (ii) US$2 million payable in cash or Axo common shares upon Axo’s filing of a NI 43‑101 compliant feasibility study, and (iii) US$2 million payable in cash upon the first gold pour at the project. As a result of the closing, the assets and liabilities of the disposal group were derecognized from the Company’s consolidated statement of financial position.
The fair value of the consideration received at disposal was estimated at approximately $15.6 million. This amount comprises $11.8 million attributable to the Axo common shares received at closing, measured based on Axo’s market price on the closing date; $2.2 million related to the additional Axo shares issued pursuant to the qualifying financing anti‑dilution provision; and $1.6 million representing the Company’s estimated recoverable portion of Mexican VAT receivable associated with periods up to the closing date.
As a result of the closing, the assets and liabilities of the disposal group were derecognized from the Company’s consolidated statement of financial position.
The San Antonio Gold Project has been classified as a discontinued operation as it represents a separate geographical area of operations for the Company, located in Mexico, and its activities can be clearly distinguished operationally and for financial reporting purposes from the Company’s other operations.
Net income from discontinued operations includes (i) a loss of approximately $0.5 million generated by Sapuchi’s operating results up to the date of disposal, (ii) a gain on disposal of approximately $37.3 million, representing the difference between the fair value of consideration received and the carrying value of Sapuchi’s net assets at the disposal date, and (iii) a loss of approximately $8.7 million resulting from the reclassification of the cumulative translation adjustment from other comprehensive income to profit or loss upon disposal.
Assets and Liabilities of the San Antonio disposal group (as of January 27, 2026):
| | 2026 |
|
| $ |
| | |
Current assets | | 4,224 |
Non-current assets | | 35,221 |
Total assets held for sale | | 39,445 |
| | |
Current liabilities | | 5,693 |
Non-current liabilities | | 55,433 |
Total liabilities associated with assets held for sale | | 61,126 |
24
Osisko Gold Group Inc. (formerly Osisko Development Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2026 and 2025
(Unaudited)
(Tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)
As a result of the closing of the transaction, all assets and liabilities of Sapuchi were derecognized, and no assets or liabilities related to Sapuchi are included in the Company’s consolidated statement of financial position as of June 30, 2026.
25