Osisko Development Corp.: Form 8-A12B - Filed by newsfilecorp.com

OSISKO DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement number to which this form relates: None

The securities to be registered hereby are warrants (the "Warrants") to purchase common shares (the "Common Shares") of Osisko Development Corp. (the "Company"), with each Warrant entitling the holder to acquire, subject to adjustment in certain circumstances, one Common Share at any time on or before to 5:00 p.m. (Toronto time) on May 27, 2027. Each Warrant holder will be required to exercise one (1) Warrant in order to purchase one whole Common Share (each, a "Warrant Share") at an exercise price of $10.70 per Warrant Share. As of November 1, 2023, there were 11,363,933 Warrants outstanding.

The Warrants are governed by the terms of the Warrant Indenture dated March 4, 2022, between the Company and TSX Trust Company (the "Warrant Agent"), as supplemented by the Supplemental Warrant Indenture dated March 29, 2022 and the Second Supplemental Warrant Indenture dated March 17, 2023, between the Company and the Warrant Agent (as supplemented, the "Warrant Indenture"). The following summary of certain provisions of the Warrant Indenture does not purport to be complete and is subject in its entirety to the detailed provisions of the Warrant Indenture.

The Warrant Indenture provides for adjustment in the number of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise price per Warrant Share upon the occurrence of certain events, including:

• the subdivision, redivision or change of the Common Shares into a greater number of shares;

• the reduction, combination or consolidation of the Common Shares into a lesser number of shares;

• the issuance of Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all of the holders of Common Shares as a stock dividend or other distribution (other than a distribution of Common Shares upon the exercise of warrants or any outstanding options or a distribution to the holders of all or substantially all of the Common Shares on the Company's outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares);

• the issuance to all or substantially all of the holders of the Common Shares of rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issuance, to subscribe for or purchase Common Shares, or securities exchangeable for or convertible into Common Shares, at a price per share to the holder (or at an exchange or conversion price per share) of less than 95% of the "current market price", as defined in the Warrant Indenture, for the Common Shares on such record date; and

• the distribution to all or substantially all of the holders of the Common Shares of (i) securities of any class, whether of the Company or any other person (other than Common Shares), (ii) rights, options or warrants to subscribe for or purchase Common Shares or securities exchangeable or convertible into Common Shares, other than pursuant to a "rights offering", as defined in the Warrant Indenture, (iii) evidences of indebtedness, or (iv) any property or other assets (other than as excluded in the Warrant Indenture).

The Warrant Indenture also provides for adjustments in the class and/or number of securities issuable upon exercise of the Warrants and/or exercise price per security in the event of the following additional events: (a) reclassifications or redesignation of the Common Shares or a capital reorganization of the Company (other than as excluded in the Warrant Indenture), (b) consolidations, amalgamations, arrangements, merger or other forms of business combination of the Company with or into another entity that results in any reclassification of the Common Shares or any change or exchange of the Common Shares into or for other securities, or (c) any sale, lease, exchange, transfer or conveyance of the property, undertaking and assets of the Company as an entirety or substantially as an entirety to another entity, in which case each holder of a Warrant which is thereafter exercised will receive, in lieu of Common Shares, the number of shares or other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

No fractional Common Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional shares. The holding of Warrants will not make the holder thereof a shareholder of the Company or entitle such holder to any right or interest in respect of the Warrants except as expressly provided in the Warrant Indenture. Holders of Warrants will not have any voting or pre-emptive rights or any other rights of a holder of Common Shares except as expressly provided in the Warrant Indenture.

Certain amendments or actions proposed to be taken pursuant to the Warrant Indenture, including any amendment or supplement to the Warrant Indenture that is prejudicial to the interests of the holders of Warrants, will be subject to approval by an "Extraordinary Resolution", which is defined in the Warrant Indenture as a resolution either: (i) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of Warrants then outstanding and passed by the affirmative vote of holders of Warrants representing not less than 66^2/3% of the aggregate number of Warrants then outstanding Warrants at the meeting and voted on the poll upon such resolution; or (ii) adopted by an instrument in writing signed by the holders of Warrants representing not less than 66^2/3% of the then outstanding Warrants.

The principal transfer office of the Warrant Agent in Toronto, Ontario is the location at which Warrants may be surrendered for exercise or transfer.

Exhibit No.		Description

3.1		Articles of Osisko Development Corp.

3.2		By-Law No. 1 of Osisko Development Corp.

4.1		Specimen Common Share Certificate.

4.2		Specimen Warrant Certificate.

4.3		Warrant Indenture dated March 4, 2022, between Osisko Development Corp. and TSX Trust Company.

4.4		Supplemental Warrant Indenture dated March 29, 2022, between Osisko Development Corp. and TSX Trust Company (incorporated by reference to Exhibit 99.18 to the Company's Registration Statement on Form 40-F (File No. 001-41369), filed with the SEC on April 29, 2022).

4.5		Second Supplemental Warrant Indenture dated March 17, 2023, between Osisko Development Corp. and TSX Trust Company (incorporated by reference to Exhibit 99.1 to the Company's Report on Form 6-K (File No. 001-41369), filed with the SEC on May 5, 2023).

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Canada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1100 Avenue des Canadiens-de Montréal, Suite 300 Montréal, Québec 1-514-940-0685 1-888-974-1402		H3B 2S2
(Address of principal executive offices)		(Zip Code)

Title of each class		Name of each exchange on which registered
Warrants to purchase one Common Share, each whole warrant exercisable for one Common Share at an exercise price of $10.70 per Common Share		The Nasdaq Stock Market LLC

	Very truly yours,
	OSISKO DEVELOPMENT CORP.
	By:	/s/ Laurence Farmer
		Name:	Laurence Farmer
		Title:	General Counsel and Vice President, Strategic Development

Dated: November 9, 2023