Osisko Development Corp美股招股说明书(2025-12-18版)

Up to 104,751,318 Common Shares This prospectus relates to the resale from time to time of up to 104,751,318 common shares by the selling shareholders identified inthis prospectus. We are registering these common shares on behalf of the selling shareholders, to be offered and sold by them from timeto time, to satisfy certain registration rights that we have granted to the selling shareholders. We are registering for resale up to:(i)30,745,892 common shares (the “Brokered Shares”) originally purchased by certain selling shareholders under a brokered privateplacement of our securities that closed on August15, 2025 (the “Brokered Private Placement”); (ii)15,372,946 common shares (the“Brokered Warrant Shares”) that are issuable upon the exercise of common share purchase warrants (“Brokered Warrants”) originallypurchased by certain selling shareholders under the Brokered Private Placement; (iii)39,088,320 common shares (the “Non-BrokeredShares,” and, together with the Brokered Shares, the “Private Placement Shares”) originally purchased by certain other sellingshareholders under a non-brokered private placement of our securities that closed on August15, 2025 (the “Non-Brokered PrivatePlacement,” and, together with the Brokered Private Placement, the “Private Placement”); and (iv)19,544,160 common shares (the“Non-Brokered Warrant Shares,” and, together with the Brokered Warrant Shares, the “Private Placement Warrant Shares”) that areissuable upon the exercise of common share purchase warrants (“Non-Brokered Warrants,” and, together with the Brokered Warrants,the “Private Placement Warrants”) originally purchased by certain selling shareholders under the Non-Brokered Private Placement; ineach case pursuant to subscription agreements entered into between us and each selling shareholder that invested under the PrivatePlacement. Under the terms of the subscription agreements, we agreed to register the resale of these Private Placement Shares andPrivate Placement Warrant Shares (collectively, the “Shares”) issued or issuable to purchasers in the United States in connection with thePrivate Placement under the United States Securities Act of 1933, as amended (the “Securities Act”). This prospectus is being filed inorder to enable us to satisfy our obligations to the selling shareholders as purchasers in the United States under the subscriptionagreements. The selling shareholders may offer all or part of the Shares for resale from time to time through public or private transactions, ateither prevailing market prices or at privately negotiated prices. These Shares are being registered to permit the selling shareholders tosell securities from time to time, in amounts, at prices and on terms determined at the time of offering. The selling shareholders may sellthese Shares through ordinary brokerage transactions, directly to market makers of our common shares or through any other meansdescribed in the section titled “Plan of Distribution”. In connection with any sales of the Shares offered hereunder, the sellingshareholders, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within themeaning of the Securities Act.All of the Shares offered by the selling shareholders pursuant to this prospectus will be sold by the selling shareholders for their respective accounts. We will not receive any of the proceeds from the sale of Shares by the selling shareholders. We may receiveproceeds from exercises of Private Placement Warrants, if any. We have paid and will pay certain expenses associated with the registration of the Shares covered by this prospectus, as describedin the section titled “Plan of Distribution”. The issued and outstanding common shares of the Company are listed and posted for trading on the TSX Venture Exchange (the“TSXV”) and the New York Stock Exchange (“NYSE”) under the trading symbol “ODV”. On December9, 2025, the last trading dayprior to the date of this prospectus, the closing price per common share on the TSXV was C$5.10 and on NYSE was US$3.67. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should readthis entire prospectus and any amendments or supplements carefully before you make your investment decision.We are an “emerging growth company” and a “foreign private issuer” as defined under applicable U.S. federal securities law and are, therefore, subject to reduced public company reporting requirements for this prospectus and future filings. See, “ProspectusSummary — Implications of Being an “Emerging Growth Company” and a Foreign Private Issuer.” Our corporate head office is located at 1100 Avenue des Canadiens-de- Montréal, Suite 300, Montréal, Québec H3B 2S2 Canadaand our telephone number is (514) 940-0685. Investing in the Shares involves a high degree of risk. Before buying any Shares, you should carefully read the discussion of materialrisks of investing in our securitie