Slide 1: Convertible Offering & Capped Call Overview
JUNE 2026 CONVERTIBLE OFFERING & CAPPED CALL OVERVIEW ODV NYSE TSXV | osiskodev.com
Slide 2: Cautionary Statements
CAUTIONARY STATEMENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ABBREVIATIONS AND UNITS OF MEASUREMENT Certain statements contained in this presentation (this "Presentation") may be deemed "forward-looking statements" In this Presentation, the Company uses certain abbreviations, inc
Slide 3: CEO Comment
CEO COMMENT “We're very pleased to have executed on this opportunistic and strategic capital markets transaction, which we believe provides several key benefits to shareholders. By accessing senior unsecured capital at an attractive 4.125% coupon, we're able to bolster our balance sheet to support t
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS US$300 million 4.125% Convertible Notes + 100% Effective Conversion Premium from Capped Call OPTIMIZING PROJECT SUCCESSFUL FLEXIBLE SETTLEMENT CAPPED CALL COST OF CAPITAL OVERNIGHT EXECUTION & REDEMPTION MITIGATES DILUTION Attractive project cost of Successfully executed Flexi
Slide 5: Convertible Offering & Capped Call Overview
CONVERTIBLE OFFERING & CAPPED CALL OVERVIEW Convertible Senior Notes (2031) Capped Call (2031) Base size US$225 mm Capped call range (% from ref) 25.0% — 100.0% Overallotment option US$25 mm Capped call range (US$/sh) US$3.68 — $5.88 Concurrent affiliate purchase US$50 mm Net cost (% of deal size |
Slide 6: Effective Conversion Price Impact
EFFECTIVE CONVERSION PRICE IMPACT ODV Historical Stock Price Performance vs. Effective Conversion Price (US$/share) $7.00 New convertible $6.00 (1) Capped call price notes combined with Between ~$3.68 and ~$5.88, the pre-tax Cost of Capital capped call allow us ODV Share Price (US$/share) $5.00 of t
Slide 7: Capped Call Overview
CAPPED CALL OVERVIEW Osisko Development purchased a capped call option to mitigate potential dilution Capped Call Overview Transaction Structure Convertible investors want "equity upside" and prefer to concede on a higher coupon / higher premium security for a more ODV sells convertible bonds (bon
Slide 8: Illustrative Settlement Scenarios
ILLUSTRATIVE SETTLEMENT SCENARIOS All $ figures in USD, unless otherwise noted Reference Initial Redemption Capped Call Illustrative share Price conversion Trigger Cap price range $2.00 A B C $7.00 $2.94 $3.68 $4.78 $5.88 +25% from ref +63% from ref +100% from ref Below Conversion Hedge Zone Above C
Slide 9: Illustrative Settlement Scenarios (2)
ILLUSTRATIVE SETTLEMENT SCENARIOS (2) All $ figures in USD, unless otherwise noted A B C D E F G H Stock price at Change from Shares Conversion – Conversion – Proceeds from Equivalent Dilution – Dilution – Effective Effective Maturity Reference Price Underlying the Physical Net Share Capped Call Sha
Slide 10: Appendix
APPENDIX KEY CONVERTIBLE NOTE AND CAPPED CALL TERMS ODV NYSE TSXV 10 osiskodev.com
Slide 11: Key Convertible Note and Capped Call Terms
KEY CONVERTIBLE NOTE AND CAPPED CALL TERMS Securities $300,000,000 aggregate principal amount of 4.125% Convertible Senior Notes due 2031 Maturity June 15, 2031 unless earlier repurchased, redeemed or converted. 4.125% per year. Interest will accrue from May 26, 2026 and will be payable semi-annuall
Slide 12: Key Convertible Note and Capped Call Terms
KEY CONVERTIBLE NOTE AND CAPPED CALL TERMS In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in
Slide 13: Key Convertible Note and Capped Call Terms
KEY CONVERTIBLE NOTE AND CAPPED CALL TERMS If the Company undergoes a “fundamental change” (as defined in the Indenture), then the Company will, subject to certain conditions and except as described in Fundamental in the Indenture, be required to make an offer to holders to repurchase the notes for
Slide 14: Key Convertible Note and Capped Call Terms
KEY CONVERTIBLE NOTE AND CAPPED CALL TERMS The Company does not intend to file a registration statement under the Securities Act, or a Canadian prospectus under Canadian Securities Laws, covering or qualifying the resale of the notes or the common shares issuable upon conversion of the notes, if any
Slide 15: Key Convertible Note and Capped Call Terms
KEY CONVERTIBLE NOTE AND CAPPED CALL TERMS In connection with the pricing of the notes, the Company entered into privately negotiated cash-settled capped call transactions with the option counterparties. The capped call transactions cover, subject to anti-dilution adjustments substantially similar t