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MONTREAL, Jan. 27, 2026 (GLOBE NEWSWIRE) — Osisko Development Corp. (NYSE: ODV, TSXV: ODV) (collectively with its subsidiaries, “Osisko Development” or the “Company“) is pleased to announce that it has completed the previously announced sale of its 100% interest in the San Antonio Gold Project (“San Antonio” or the “Project“) located in Sonora State, Mexico, to Axo Copper Corp. (“Axo“) through the sale of all of the issued and outstanding equity interests of Sapuchi Minera S. de R.L. de C.V. (“Sapuchi Mexico“) (the “Transaction“).
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At closing, Osisko Development received 15,325,841 common shares of Axo (“Axo Shares“), representing 9.99% of the issued and outstanding common shares of Axo on a non‑diluted basis.
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Osisko Development is entitled to certain contingent deferred payments in connection with the sale, including:
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- A cash payment equal to 70% of any Mexican value‑added tax refund due or owing to Sapuchi Mexico in respect of any period ending on or before the closing date of the Transaction;
- Upon the public filing by Axo of a feasibility study respecting the Project that is prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, US$2,000,000, payable in cash or up to 9,398,496 Axo Shares, at Axo’s option, provided that if the issue price of such Axo Shares is below the November 21, 2025 closing price of the Axo Shares (the “Floor Price“), the Company will receive 9,398,496 Axo Shares plus a cash payment equal to the shortfall between US$2,000,000 and the US dollar-equivalent value of the Axo Shares received; and
- A cash payment of US$2,000,000, upon the first gold pour being completed at the Project.
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In addition, upon Axo closing one or more equity financings that raise aggregate gross proceeds of at least US$10,000,000 (a “Qualifying Financing“), if the issue price is greater than the Floor Price, Axo would be required to issue to Osisko Development such number of Axo Shares that would result in Osisko Development retaining a 9.99% interest in Axo, on a non-diluted basis, on the initial US$10,000,000 raised. If the issue price is less than the Floor Price in connection with such issuance, Osisko Development will receive a maximum of 5,521,699 Axo Shares plus a cash payment equal to the issue price multiplied by the number of additional Axo Shares Osisko Development would have received if the additional shares were issued at the issue price instead of the Floor Price.
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Bennett Jones LLP acted as legal advisor to Osisko Development in connection with the Transaction.
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ABOUT
OSISKO
DEVELOPMENT
CORP.
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Osisko Development Corp. is a continental North American gold development company focused on past-producing mining camps with district scale potential. The Company’s objective is to become an intermediate gold producer through the development of its flagship, fully permitted, 100%-owned Cariboo Gold Project, located in central British Columbia, Canada. Its project pipeline is complemented by the Tintic Project located in the historic East Tintic mining district in Utah, U.S.A., a brownfield property with significant exploration potential, extensive historical mining data, and access to established infrastructure. Osisko Development is focused on developing long-life mining assets in mining-friendly jurisdictions while maintaining a disciplined approach to capital allocation, development risk management, and mineral inventory growth.
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