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 are 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 selling All of the Shares offered by the selling shareholders pursuant to this prospectus will be sold by the selling shareholders for theirrespective 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 andare, 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 securities in “Risk Factors” beginning on page11of this prospectus and the other information included in orincorporated by reference in the prospectus and any applicable prospectus supplements. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated December 15, 2025 TABLE OF CONTENTSiABOUT THIS PROSPECTUS1MARKET AND INDUSTRY DATA2FINANCIAL INFORMATION AND CURRENCY2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2THE COMPANY5ABOUT THIS OFFERING9RISK FACTORS11USE OF PROCEEDS13DESCRIPTION OF SHARE CAPITAL14DILUTION15PLAN OF DISTRIBUTION15SELLING SHAREHOLDERS17LEGAL MATTERS21EXPERTS21WHERE YOU CAN FIND MORE INFORMATION21EXPENSES22INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE22INDEMNIFICATION FOR SECURITIES ACT LIABILITIES23EXCHANGE CONTROLS23CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS24CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS27ENFORCEMENTOF CIVIL L