6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-41369

Osisko Development Corp.

(Translation of registrant’s name into English)

1100 Avenue des Canadiens-de-Montréal, Suite 300

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

EXHIBIT INDEX

Exhibit
99.1	Interim Consolidated Financial Statements for the three and six months ended June 30, 2024
99.2	Management’s Discussion and Analysis for the three and six months ended June 30, 2024
99.3	Form 52-109F2 Certification of Interim Filings Full Certificate - CEO
99.4	Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Osisko Development Corp.
	(Registrant)
Date: August 12, 2024	/s/ Alexander Dann
	Alexander Dann
	Chief Financial Officer and VP Finance

EX-99.1

Exhibit 99.1

OSISKO DEVELOPMENT CORP.

. . . . . . . . . . . . . . . . . .

Unaudited Condensed Interim

Consolidated Financial Statements

For the three and six months ended

June 30, 2024 and 2023

Osisko Development Corp.

Consolidated Statements of Financial Position

As at June 30, 2024 and December 31 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars)

		June 30,	December 31,
		2024	2023
			(Note 3)
	Notes	$	$
Assets
Current assets
Cash and cash equivalents	4	33,680	43,455
Restricted cash		3,373	2,424
Amounts receivable		2,823	3,952
Inventories		5,805	7,203
Other current assets		6,763	5,307
		52,444	62,341
Assets classified as held for sale		1,095	5,369
		53,539	67,710
Non-current assets
Investments in associates	5	12,461	13,034
Other investments	5	9,747	19,393
Mining interests	6	468,768	451,695
Property, plant and equipment	7	89,685	97,285
Exploration and evaluation	8	78,769	70,135
Other assets		40,813	44,628
		753,782	763,880
Liabilities
Current liabilities
Accounts payable and accrued liabilities		27,647	25,379
Lease liabilities		258	1,049
Current portion of long-term debt and credit facility	9	39,224	11,821
Deferred consideration and contingent payments	10	3,422	3,307
Contract liability	11	57	21
Environmental rehabilitation provision	12	10,739	4,204
Warrant Liability	3, 13	1,817	11,552
		83,164	57,333
Non-current liabilities
Lease liabilities		490	624
Long-term debt	9	6,832	5,102
Deferred consideration and contingent payments	10	7,885	10,545
Contract liability	11	36,336	31,700
Environmental rehabilitation provision	12	65,412	72,525
Other non-current liabilities		—	863
		200,119	178,692
Equity
Share capital		1,084,375	1,080,049
Warrants		11,859	11,859
Contributed surplus		17,321	18,722
Accumulated other comprehensive loss		(11,850)	(14,529)
Deficit		(548,042)	(510,913)
		553,663	585,188
		753,782	763,880

Going concern (Note 1)

APPROVED ON BEHALF OF THE BOARD
(signed) Sean Roosen, Director	(signed) Charles Page, Director

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

2

Osisko Development Corp.

Consolidated Statements of Loss

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

		Three months ended		Six months ended
		June 30,		June 30,
		2024	2023	2024	2023
	Notes	$	$	$	$
Revenues	19	2,632	10,847	4,399	14,299
Operating expenses
Cost of sales	19	(2,704)	(11,407)	(4,678)	(15,814)
Other operating costs	19	(6,887)	(3,476)	(15,688)	(14,029)
General and administrative		(6,356)	(10,548)	(12,371)	(20,544)
Exploration and evaluation, net of tax credits		(110)	(233)	(180)	(1,040)
Impairment of assets		(23)	—	(5,438)	—
Operating loss		(13,448)	(14,817)	(33,956)	(37,128)
Finance costs		(5,113)	(5,562)	(8,321)	(6,846)
Share of loss of associates		(633)	(76)	(764)	(189)
Change in fair value of warrant liability	13	975	3,164	10,045	(6,010)
Other income (expense), net		(10,022)	3,751	(2,965)	12,567
Loss before income taxes		(28,241)	(13,540)	(35,961)	(37,606)
Income tax (expense) recovery		(439)	222	(707)	951
Net loss		(28,680)	(13,318)	(36,668)	(36,655)
Basic and diluted net loss per share		(0.34)	(0.16)	(0.43)	(0.45)
Weighted average number of shares outstanding - basic and diluted		84,645,966	82,612,806	84,451,759	80,862,552

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

3

Osisko Development Corp.

Consolidated Statements of Comprehensive Loss

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars)

	Three months ended		Six months ended
	June 30,		June 30,
	2024	2023	2024	2023
	$	$	$	$
Net loss	(28,680)	(13,318)	(36,668)	(36,655)
Other comprehensive income (loss)
Items that will not be reclassified to the consolidated statements of loss
Changes in fair value of financial assets at fair value through comprehensive income (loss)	(4,095)	(2,817)	(6,941)	(7,061)
Income tax effect	439	—	707	—
Share of other comprehensive loss of associates	(7)	—	(7)	—
Items that may be reclassified to the consolidated statements of loss
Currency translation adjustments	9,004	(7,162)	7,626	(12,425)
Other comprehensive income (loss)	5,341	(9,979)	1,385	(19,486)
Comprehensive loss	(23,339)	(23,297)	(35,283)	(56,141)

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

4

Osisko Development Corp.

Consolidated Statements of Cash Flows

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars)

		Three months ended		Six months ended
		June 30,		June 30,
		2024	2023	2024	2023
	Notes	$	$	$	$
Operating activities
Net loss		(28,680)	(13,318)	(36,668)	(36,655)
Adjustments for:
Share-based compensation		165	2,322	259	4,398
Depreciation		3,044	2,833	5,983	6,404
Finance costs		3,137	5,562	6,140	6,846
Share of loss of associates		633	76	764	189
Change in fair value of financial assets and liabilities at fair value through profit and loss	5	197	(31)	(99)	(31)
Change in fair value of warrant liability	13	(975)	(3,164)	(10,045)	6,010
Unrealized foreign exchange loss (gain)		11,220	(3,750)	5,608	(10,225)
Deferred income tax expense (recovery)		439	(222)	707	(951)
Impairment of assets		23	—	5,438	—
Cumulative catch-up adjustment on contract liability	11	10	82	—	264
Proceeds from contract liability	11	(36)	(1,100)	(56)	(1,440)
Other		190	1,625	428	144
Environmental rehabilitation obligations paid		(274)	(448)	(601)	(953)
Net cash flows used in operating activities before changes in non-cash working capital items		(10,907)	(9,533)	(22,142)	(26,000)
Changes in non-cash working capital items	17	(2,340)	(2,196)	(166)	1,432
Net cash flows used in operating activities		(13,247)	(11,729)	(22,308)	(24,568)
Investing activities
Additions to mining interests		(7,275)	(13,972)	(11,615)	(24,585)
Additions to property, plant and equipment		(2,189)	(3,392)	(3,743)	(11,434)
Additions to exploration and evaluation assets		(2,510)	(4,695)	(6,753)	(9,710)
Proceeds on disposals of property, plant and equipment and assets classified as held for sale		246	—	4,058	—
Proceeds on disposals of investments	5	2,155	417	2,804	1,002
Cash payment on deferred consideration and contingent payments	10	—	(334)	—	(334)
Additions to restricted cash				(1,117)
Change in reclamation deposit		587	(24)	587	(24)
Other		(633)		(633)
Net cash flows used in investing activities		(9,619)	(22,000)	(16,412)	(45,085)
Financing activities
Proceeds from equity financings		—	—	—	51,756
Other issuance of common shares		25	31	58	69
Share issue expense		—	(501)	—	(3,274)
Capital payments on lease liabilities		(244)	(413)	(408)	(822)
Long-term debt and credit facility	9	724	1,158	33,633	5,878
Repayment of long-term debt	9	(1,938)	(1,520)	(5,595)	(2,798)
Withholding taxes on settlement of restricted units		(119)	(337)	(119)	(337)
Net cash flows provided by (used in) financing activities		(1,552)	(1,582)	27,569	50,472
Decrease in cash and cash equivalents before impact of exchange rate		(24,418)	(35,311)	(11,151)	(19,181)
Effects of exchange rate changes on cash and cash equivalents		571	50	1,376	141
Decrease in cash and cash equivalents		(23,847)	(35,261)	(9,775)	(19,040)
Cash and cash equivalents – Beginning of period		57,527	122,165	43,455	105,944
Cash and cash equivalents – end of period		33,680	86,904	33,680	86,904

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

5

Osisko Development Corp.

Consolidated Statements of Changes in Equity

For the six months ended June 30, 2024

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars except number of shares)

	Number of				Accumulated
	common				other
	shares	Share		Contributed	comprehensive
	outstanding	capital	Warrants	surplus	loss	Deficit	Total
		$	$	$	$	$	$
Balance – January 1, 2024	84,102,240	1,080,049	11,859	18,722	(14,529)	(510,913)	585,188
Net loss	—	—	—	—	—	(36,668)	(36,668)
Other comprehensive income, net	—	—	—	—	1,385	—	1,385
Comprehensive income (loss)	—	—	—	—	1,385	(36,668)	(35,283)
Transfer of realized loss on financial assets at fair value through other comprehensive income (loss), net of taxes	—	—	—	—	1,294	(1,294)	—
Shares issued for the settlement of deferred consideration	1,228,394	3,409	—	—	—	—	3,409
Share-based compensation:
- Share options	—	—	—	312	—	—	312
- Restricted and deferred share units	—	—	—	2	—	—	2
Shares issued - employee share purchase plan	44,722	154	—	—	—	—	154
Shares issued from RSU/DSU settlement	35,805	763	—	(1,715)	—	833	(119)
Balance – June 30, 2024	85,411,161	1,084,375	11,859	17,321	(11,850)	(548,042)	553,663

As at June 30, 2024, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to $(21.7) million. Items that may be recycled to the consolidated statements of loss amount to $9.9 million.

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

6

Osisko Development Corp.

Consolidated Statements of Changes in Equity

For the six months ended June 30, 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares)

	Number of				Accumulated
	common				other
	shares	Share		Contributed	comprehensive
	outstanding	capital	Warrants	surplus	loss	Deficit	Total
		$	$	$	$	$	$
Balance – January 1, 2023	75,629,849	1,032,786	1,573	12,857	7,166	(323,948)	730,434
Net loss	—	—	—	—	—	(36,655)	(36,655)
Other comprehensive loss, net	—	—	—	—	(19,486)	—	(19,486)
Comprehensive loss	—	—	—	—	(19,486)	(36,655)	(56,141)
Transfer of realized loss on financial assets at fair value through other comprehensive loss, net of taxes	—	—	—	—	16	(16)	—
Bought deal financing	7,841,850	45,545	6,211	—	—	—	51,756
Shares issued to Williams Lake First Nation	10,000	75	—	—	—	—	75
Share issue expense	—	(2,988)	(408)	—	—	—	(3,396)
Change in fair value related to warrants modification	—	—	4,483	—	—	(4,483)	—
Share-based compensation:
- Share options	—	—	—	2,197	—	—	2,197
- Restricted and deferred share units	—	—	—	2,397	—	—	2,397
Shares issued - employee share purchase plan	29,693	180	—	—	—	—	180
Shares issued from RSU/DSU settlement	44,466	973	—	(2,089)	—	779	(337)
Balance – June 30, 2023	83,555,858	1,076,571	11,859	15,362	(12,304)	(364,323)	727,165

As at June 30, 2023, accumulated other comprehensive loss includes items that will not be reclassified to the consolidated statements of income or loss amounting to $(16.2) million. Items that may be recycled to the consolidated statements of loss amount to $3.9 million.

The notes are an integral part of these unaudited condensed interim consolidated financial statements.

7

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

1. Nature of operations and going concern

Osisko Development Corp. (“Osisko Development” or the “Company”) is a mineral exploration and development company focused on the acquisition, exploration and development of precious metals resource properties in North America.  Osisko Development is focused on exploring and developing its mining assets, including the Cariboo Gold Project in British Columbia, the San Antonio Gold Project in Mexico and the Trixie Test Mine in the USA.

The Company’s registered and business address is 1100, avenue des Canadiens-de-Montréal, suite 300, Montreal, Québec and is constituted under the Canada Business Corporations Act. The common shares of Osisko Development trade under the symbol ODV on the TSX Venture Exchange (“TSX-V”) and on the New York Stock Exchange (“NYSE”). As at June 30, 2024, the former parent Company, Osisko Gold Royalties (“OGR”) held an interest of 39.0% in Osisko Development.

These unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, Management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. As at June 30, 2024, the Company has a negative working capital of $29.6 million, which included cash and cash equivalent balance of $33.7 million. The Company also has an accumulated deficit of $548.0 million and incurred a net loss of $36.7 million for the six months ended June 30, 2024.

The working capital position as at June 30, 2024 will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the period ending June 30, 2025. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company's ability to continue as a going concern as described in the preceding paragraph, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material.

The Company’s ability to continue future operations and fund its planned activities is dependent on Management’s ability to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling additional investments from its portfolio, project debt finance, offtake or royalty financing and other capital market alternatives. Failure to secure future financings may impact and/or curtail the planned activities for the Company, which may include, but are not limited to, the suspension of certain development activities and the disposal of certain investments to generate liquidity. While Management has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future or that these sources of funding or initiatives will be available to the Company or that they will be available on terms which are acceptable to the Company. If Management is unable to obtain new funding, the Company may be unable to continue its operations, and amounts realized for assets might be less than the amounts reflected in these unaudited condensed interim consolidated financial statements.

2. Basis of presentation and Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with the IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. The accounting policies, methods of computation and presentation applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year, except for the application of

8

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

the Amendments to IAS 1 as described in Note 3. The comparative figures as at December 31, 2023 were adjusted accordingly.

The Board of Directors approved these unaudited condensed interim consolidated financial statements August 12, 2024.

3.New accounting standards and amendments

Material accounting standards and amendments

Amendments – IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current and non-current liabilities with covenants

The Company applied Classification of Liabilities as Current or Non-current – Amendments to IAS 1 for the first time from January 1, 2024. The amendments:

- Clarify that the classification of liabilities as current or non-current should only be based on rights that are in place “at the end of the reporting period”;

- Clarify that classification is unaffected by intentions or expectations about whether an entity will exercise its right to defer settlement of a liability; and

- Make clear that settlement includes transfers to the counterparty of cash, equity instruments, other assets or services that result in extinguishment of the liability.

The application of the Amendments to IAS 1 resulted in a change in the Company’s accounting policy for classification of liabilities that can be settled in the Company’s own shares (e.g. the Warrants liability) from non-current to current liabilities. Under the revised accounting policy, when a liability includes a counterparty conversion option that may be settled by the issuance of the Company’s common shares, the conversion option is taken into account in classifying the liability as current or non-current except when it is classified as an equity component of a compound instrument. The Warrants liability is classified as current as at June 30, 2024 because the conversion option can be exercised by the warrants holders at any time.

The Amendments to IAS 1 had a retrospective impact on the comparative consolidated statement of financial position as the Company had outstanding Warrants Liability as at December 31, 2023. The Warrants Liability as at December 31, 2023 was entirely reclassified from non-current to current liabilities.

The Company’s other liabilities were not impacted by the Amendments to IAS 1.

9

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

4. Cash and cash equivalents

As at June 30, 2024 and December 31 2023, the consolidated cash and cash equivalents position was as follows:

	June 30,	December 31,
	2024	2023
	$	$
Cash and cash equivalents held in Canadian dollars	5,162	16,857
Cash and cash equivalents held in U.S. dollars	20,681	20,110
Cash and cash equivalents held in U.S. dollars (Canadian dollars equivalent)	28,306	26,597
Cash held and cash equivalents in Mexican Pesos	2,837	16
Cash held and cash equivalents in Mexican Pesos (Canadian dollars equivalent)	212	1
Total cash and cash equivalents	33,680	43,455

As at June 30, 2024, cash and cash equivalents include US$2.0 million ($2.7 million) held in money market funds (December 31, 2023 – US$1.0 million ($1.4 million)).

5. Investments in associates and other investments

Investments in associates

	June 30,	December 31,
	2024	2023
	$	$
Balance – Beginning of period	13,034	8,833
Investment in associate	—	4,800
Share of loss and comprehensive loss, net	(771)	(599)
Gain on ownership dilution	198	—
Balance – End of period	12,461	13,034

10

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

Other investments

	June 30,	December 31,
	2024	2023
	$	$
Fair value through profit or loss (warrants)
Balance – Beginning of period	4	18
Change in fair value	99	(14)
Balance – End of period	103	4
Fair value through other comprehensive income (shares)
Balance – Beginning of period	19,389	33,801
Consideration received from disposal of exploration properties	—	1,694
Disposal	(2,804)	(5,935)
Change in fair value	(6,941)	(10,171)
Balance – End of period	9,644	19,389
Total	9,747	19,393

Other investments consist of common shares and warrants, almost exclusively from publicly traded companies.

6. Mining interests

	June 30,	December 31,
	2024	2023
	$	$
Cost – Beginning of period	456,467	583,669
Additions	16,450	30,598
Mining tax credit	(534)	152
Asset retirement obligations	(1,549)	(326)
Depreciation capitalized	1,268	4,630
Share-based compensation capitalized	61	287
Impairment	—	(160,484)
Borrowing costs	994	—
Currency translation adjustments	236	(2,059)
Cost – End of period	473,393	456,467
Accumulated depreciation – Beginning of period	4,772	3,190
Depreciation	81	1,075
Currency translation adjustments	(228)	507
Accumulated depreciation – End of period	4,625	4,772
Cost	473,393	456,467
Accumulated depreciation	(4,625)	(4,772)
Net book value	468,768	451,695

NSR Royalty and Streams

OGR holds a 5% NSR royalty on the Cariboo Gold Project (“Cariboo Gold”), owned by Barkerville Gold Mines Ltd. (“Barkerville”), a 15% gold and silver stream on the San Antonio Gold Project and a 2% to 2.5% stream on all refined metals on the Tintic properties. The Cariboo Gold 5% NSR royalty is perpetual and is secured by a debenture on all of

11

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

Barkerville movable and immovable assets, including Barkerville’s interest in the property and mineral rights, in an amount of not less than $150 million. The security shall be first ranking, subject to permitted encumbrances.

7. Property, plant and equipment

		Machinery
	Land and	and	Construction-	June 30,	December 31,
	Buildings	Equipment	in-progress	2024	2023
	$	$	$	$	$
Cost– Beginning of period	31,617	88,558	11,399	131,574	131,909
Additions	260	1,781	1,725	3,766	18,092
Disposals	(372)	(5,287)	—	(5,659)	(7,915)
Impairment	—	(2,535)	(514)	(3,049)	(11,490)
Other	—	854	—	854	(1,647)
Transfers	—	124	(124)	—	—
Currency translation adjustments	399	(363)	68	104	2,625
Cost – End of period	31,904	83,132	12,554	127,590	131,574
Accumulated depreciation – Beginning of period	7,596	26,693	—	34,289	20,213
Depreciation	1,833	5,413	—	7,246	15,119
Disposals	(372)	(3,222)	—	(3,594)	(1,643)
Other	—	146	—	146	(91)
Currency translation adjustments	85	(267)	—	(182)	691
Accumulated depreciation – End of period	9,142	28,763	—	37,905	34,289
Net book value	22,762	54,369	12,554	89,685	97,285

Machinery and Equipment includes right-of-use assets with a net carrying value of $2.9 million as at June 30, 2024 ($3.1 million as at December 31, 2023).

12

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

8. Exploration and evaluation

	June 30,	December 31,
	2024	2023
	($)	($)
Net book value - Beginning of period	70,135	55,126
Additions	6,027	16,128
Depreciation capitalized	227	421
Currency translation adjustments	2,380	(1,540)
Net book value – End of period	78,769	70,135
Cost	178,976	170,342
Accumulated impairment	(100,207)	(100,207)
Net book value – End of period	78,769	70,135

9. Long-term debt and credit facility

	June 30,	December 31,
	2024	2023
	($)	($)
Balance – Beginning of period	16,923	16,919
Additions – Credit facility	32,909	—
Additions – Mining equipment financings	724	5,878
Repayment of mining equipment financings	(5,595)	(5,675)
Interest capitalized	1,572	—
Interest paid	(1,024)	—
Currency translation adjustments	547	(199)
Balance – End of period	46,056	16,923
Current portion of long–term debt	39,224	11,821
Non-current portion of long–term debt	6,832	5,102
	46,056	16,923

Credit Facility

On March 1, 2024, the Company entered into a credit agreement with National Bank of Canada providing for a US$50 million delayed draw term loan (the “Credit Facility"). The Credit Facility has to be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo gold project. The Credit Facility had an original term of 12 months from the closing date, being February 28, 2025. On June 10, 2024, the Company entered into an amending agreement to the Credit Facility to extend the maturity date of the Credit Facility to October 31, 2025, subject to the Company completing a capital raise of at least US$20 million prior to October 31, 2024. The amendments also provide for the reduction in the mandatory prepayment amount to 50% for the incremental amount of capital raised in excess of US$25 million in respect of certain financings.

13

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

The draws made under the Credit Facility can be by way of a base rate loan or a term benchmark loan, on which differing interest rate will apply. Interest are payable quarterly on the outstanding principal amount at a rate per annum equal to the following, provided that each such rate shall be increased by 0.50% per annum each 90 days following March 1, 2024:

- For a Base Rate Loan: the greater of (i) the federal funds effective rate plus 0.50% and (ii) the National Bank variable rate of interest for United States dollar loans in Canada, plus (iii) 4.00% per annum.

- For a Term Benchmark Loan: (i) the Secured Overnight Financing Rate ("SOFR"); plus (ii) an additional 0.10%, 0.15% and 0.25% per annum for one, three and six month draws, respectively, plus (iii) 5.00% per annum.

The Credit Facility is subject to certain conditions and covenants that require the Company to maintain certain financial ratios, including the Company’s tangible net worth, minimum liquidity and other non-financial requirements. As at June 30, 2024, all such ratios and requirements were met.

In addition, the obligations under the Credit Facility are secured against all of the present and future assets and property of Barkerville and the shares of Barkerville as held by the Company.

On March 1, 2024, an amount of US$25.0 million ($33.9 million) was drawn as a Term Benchmark Loan under the Credit Facility, net of US$0.7 million ($0.9 million) of fees.

The schedule for expected payments of long-term debt and the Credit Facility are as follows:

	Less than 1 year	1-2 years	3-4 years
	$	$	$
Total payments – Mining equipment financings (principal)	5,007	6,223	608
Total payments – Credit Facility (principal)	34,218	—	—

10. Deferred consideration and contingent payments

The movement of the deferred consideration and contingent payments is as follows:

	June 30,	December 31,
	2024	2023
	($)	($)
Balance – Beginning of period	13,852	16,638
Interest capitalized	356	922
Cash payment	—	(334)
Settlement in shares	(3,409)	(2,986)
Foreign exchange	508	(388)
Balance – End of period	11,307	13,852
Current portion of deferred consideration and contingent payments	3,422	3,307
Non-current portion of deferred consideration and contingent payments	7,885	10,545
	11,307	13,852

14

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

11. Contract liability

The movement of the contract liability is as follows:

	June 30,	December 31,
	2024	2023
	($)	($)
Balance – Beginning of period	31,721	55,193
Proceeds from contract liability	(56)	(1,326)
Accretion on the contract liability’s financing component	3,742	9,302
Cumulative catch-up adjustment	—	(34,581)
Currency translation adjustment	986	3,133
Balance – End of period	36,393	31,721
Current liabilities	57	21
Non-current liabilities	36,336	31,700
	36,393	31,721

12. Environmental rehabilitation provision

	June 30,	December 31,
	2024	2023
	($)	($)
Balance – Beginning of period	76,729	75,770
New obligations	206	3,660
Revision of estimates	(1,756)	(3,964)
Accretion expense	1,804	3,154
Payment of environmental rehabilitation obligations	(601)	(2,933)
Currency translation adjustment	(231)	1,042
Balance – End of period	76,151	76,729
Current liabilities	10,739	4,204
Non-current liabilities	65,412	72,525
	76,151	76,729

The environmental rehabilitation provision represents the legal and contractual obligations associated with the eventual closure of the Company’s mining interests, property, plant and equipment and exploration and evaluation assets. As at June 30, 2024, the estimated inflation-adjusted undiscounted cash flows required to settle the environmental rehabilitation amounts to $86.8 million. The weighted average actualization rate used is approximately 4.9% and the disbursements are expected to be made between 2024 and 2030 as per the current closure plans.

15

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

13. Warrant Liability

The warrants issued as part of the 2022 non-brokered private placement include an embedded derivative as they are exercisable in U.S. dollars and, therefore, fail the “fixed for fixed” requirements prescribed in IAS 32 Financial Instruments: presentation. As a result, they are classified as a liability and measured at fair value. The liability is revalued at its estimated fair value using the Black-Scholes model at the end of each reporting period, and the variation in the fair value is recognized on the consolidated statements of loss under Change in fair value of warrant liability. As described in Note 3, the warrant liability is presented as a current liability since January 1, 2024 in connection with the retrospective application of the Amendments to IAS 1.

The movement of the warrant liability, classified as financial instruments at fair value through profit or loss, is as follows:

	June 30,	December 31,
	2024	2023
	$	$
Balance – Beginning of period	11,552	16,395
Change in fair value	(10,045)	(4,535)
Foreign exchange	310	(308)
Balance – End of period	1,817	11,552

In absence of quoted market prices, the fair value of the warrants exercisable in USD is determined using the Black-Scholes option pricing model based on the following assumptions and inputs:

	June 30,			December 31,
	2024			2023
Dividend per share		—			—
Expected volatility		63.0	%		78.3	%
Risk-free interest rate		4.55	%		4.00	%
Expected life		2.9 years			3.4 years
Exercise price (USD)	$	10.70		$	10.70
Share price (USD)	$	1.86		$	2.91

14. Warrants

The following table summarizes the Company’s movements for the warrants outstanding:

	June 30,		December 31,
	2024		2023
		Weighted		Weighted
	Number of	average	Number of	average
	Warrants	exercise price	Warrants	exercise price
		$		$
Balance – Beginning of period	26,958,699	12.93	24,046,640	17.86
Issued – Bought deal financing	—	—	7,841,850	8.55
Warrants expired	—	—	(4,929,791)	30.00
Balance – End of period	26,958,699	12.93	26,958,699	12.93

16

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

The outstanding warrants have the following maturity dates and exercise terms:

Tranche	Warrant CUSIP	Maturity	Number of Warrants	Exercise Price		Conversion
2022 Brokered private placement	68828E221	02-Mar-27	7,752,916	$	14.75	Each one warrant entitling the holder thereof to purchase one common share of the Company
2022 Non-brokered private placement	68828E239	27-May-27	11,363,933	US$	10.70	Each one warrant entitling the holder thereof to purchase one common share of the Company
2023 Bought deal financing	68828E262	02-Mar-26	7,841,850	$	8.55	Each one warrant entitling the holder thereof to purchase one common share of the Company

15. Share-based compensation

Share options

The Company offers a share option plan to directors, officers, management, employees and consultants.

The following table summarizes information about the movement of the share options outstanding under the Company’s plan:

	June 30,		December 31,
	2024		2023
		Weighted		Weighted
		average		average
	Number of	exercise	Number of	exercise
	options	price	options	price
		$		$
Balance – Beginning of period	2,700,077	9.64	1,812,450	11.52
Granted	365,700	2.88	1,202,400	6.59
Forfeited	(447,377)	8.58	(314,773)	8.86
Expired	(62,455)	13.88	—	—
Balance – End of period	2,555,945	8.75	2,700,077	9.64
Options exercisable – End of period	1,157,711	11.19	735,050	14.18

17

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

The following table summarizes the share options outstanding as at June 30, 2024:

		Options outstanding		Options exercisable
			Weighted		Weighted
			average		average
	Exercise		remaining contractual		remaining contractual
Grant date	price	Number	life (years)	Number	life (years)
	$
December 22, 2020	22.86	271,787	1.37	190,423	1.32
February 5, 2021	24.30	10,533	1.60	7,022	1.60
June 23, 2021	21.30	118,343	1.65	118,343	1.65
August 16, 2021	16.89	31,199	2.13	20,801	2.13
November 12, 2021	16.20	32,217	2.00	22,222	1.93
June 30, 2022	6.49	540,633	2.70	386,366	2.59
November 18, 2022	6.28	260,300	3.27	86,769	3.27
April 3, 2023	6.59	935,233	3.68	325,765	3.53
April 3, 2024	2.88	355,700	4.63	—	—
	8.75	2,555,945	3.17	1,157,711	2.57

The fair value of the share options is recognized as compensation expense over the vesting period. During the three and six months ended June 30, 2024, the total share-based compensation related to share options granted under the Osisko Development’s plan amounted to $0.4million and $0.3 million, respectively ($1.4 and $2.2 million and for the three and six months ended June 30, 2023).

Deferred and restricted share units (“DSU” and “RSU”)

The following table summarizes information about the DSU and RSU movements:

	June 30,		December 31,
	2024		2023
	DSU(i)	RSU	DSU(i)	RSU
Balance – Beginning of period	294,713	1,078,285	206,426	1,054,194
Granted	283,250	120,400	99,170	261,900
Settled	—	(80,507)	(10,883)	(95,459)
Forfeited	—	(241,888)	—	(142,350)
Balance – End of period	577,963	876,290	294,713	1,078,285
Balance – Vested	294,713	—	195,543	—

(i) Unless otherwise decided by the board of directors of the Company, the DSU vest the day prior to the next annual general meeting and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, to each director when he or she leaves the board or is not re-elected. The value of the payout is determined by multiplying the number of DSU expected to be vested at the payout date by the closing price of the Company’s shares on the day prior to the grant date. The fair value is recognized over the vesting period. On the settlement date, one common share will be issued for each DSU, after deducting any income taxes payable on the benefit earned by the director that must be remitted by the Company to the tax authorities.

The total share-based compensation expense related to Osisko Development’s DSU and RSU plans for the three and six months ended June 30, 2024 amounted to $(0.2) million and $nil, respectively ($1 million and 2.4 million for the three and six months ended June 30, 2023).

18

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

Based on the closing price of the common shares as at June 30, 2024 ($2.55), and considering a marginal income tax rate of 53.3%, the estimated amount that Osisko Development is expected to transfer to the tax authorities to settle the employees’ tax obligations related to the vested RSU and DSU to be settled in equity amounts to $0.4 million ($0.4 million as at December 31, 2023) and $2.0 million based on all RSU and DSU outstanding ($2.8 million as at December 31, 2023).

16. Cost of sales and other operating costs

	Three months ended		Six months ended
	June 30,		June 30,
	2024	2023	2024	2023
	($)	($)	($)	($)
Salaries and benefits	1,941	3,974	3,720	5,705
Share-based compensation	30	91	51	174
Royalties	132	108	307	413
Contract Services	1,678	2,560	4,129	5,965
Raw materials and consumables	471	2,158	871	5,313
Operational overhead and write-downs	2,501	3,188	5,557	5,996
Depreciation	2,838	2,804	5,731	6,277
	9,591	14,883	20,366	29,843

For the three and six months ended June 30, 2024, an amount of $nil and $0.5 million, respectively ($2.0 million for the three and six months ended June 30, 2023) was recorded in Operational overhead and write-downs to evaluate the inventories to net realizable value.

17. Supplementary cash flows information

	Three months ended		Six months ended
	June 30,		June 30,
	2024	2023	2024	2023
	($)	($)	($)	($)
Changes in non-cash working capital items
Decrease (increase) in amounts receivable	951	(510)	2,156	7,089
Decrease (Increase) in inventory	849	629	870	1,322
Increase in other current assets	(590)	(817)	(1,582)	158
Decrease in accounts payable and accrued liabilities	(3,550)	(1,498)	(1,610)	(7,137)
	(2,340)	(2,196)	(166)	1,432

19

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

18. Fair value of financial instruments

The following table provides information about financial assets and liabilities measured at fair value in the consolidated statements of financial position and categorized by level according to the significance of the inputs used in making the measurements.

Level 1– Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2– Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3–Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

	June 30, 2024
	Level 1	Level 2	Level 3	Total
	$	$	$	$
Recurring measurements
Financial assets at fair value through profit or loss
Warrants on equity securities
Publicly traded mining exploration and development companies
Precious metals	—	—	103	103
Financial assets at fair value through other comprehensive loss
Equity securities
Publicly traded mining exploration and development companies
Precious metals	3,628	—	—	3,628
Other minerals	6,016	—	—	6,016
	9,644	—	103	9,747

	December 31, 2023
	Level 1	Level 2	Level 3	Total
	$	$	$	$
Recurring measurements
Financial assets at fair value through profit or loss
Warrants on equity securities
Publicly traded mining exploration and development companies
Precious metals	—	—	4	4
Financial assets at fair value through other comprehensive loss
Equity securities
Publicly traded mining exploration and development companies
Precious metals	5,739	—	—	5,739
Other minerals	13,650	—	—	13,650
	19,389	—	4	19,393

During the six months ended June 30, 2024 and 2023 there were no transfers among Level 1, Level 2 and Level 3.

Financial instruments in Level 1

The fair value of financial instruments traded in active markets is based on quoted market prices on a recognized securities exchange at the statement of financial position dates. The quoted market price used for financial assets held by the Company is the last transaction price. Instruments included in Level 1 consist primarily of common shares trading on recognized securities exchanges, such as the TSX or the TSX Venture.

20

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

Financial instruments in Level 2

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on the Company’ specific estimates. If all significant inputs required to measure the fair value of an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs are not based on observable market data, the instrument is included in Level 3.

Financial instruments in Level 3

Financial instruments classified in Level 3 include investments in private companies and warrants held by the Company that are not traded on a recognized securities exchange. At each statement of financial position date, the fair value of investments held in private companies is evaluated using a discounted cash-flows approach. The main valuation inputs used in the cashflows models being significant unobservable inputs, these investments are classified in Level 3. The fair value of the investments in warrants is determined using the Black-Scholes option pricing model which includes significant inputs not based on observable market data. Therefore, investments in warrants are included in Level 3.

The following table presents the changes in the Level 3 investments (warrants) for the six months ended June 30, 2024 and 2023:

	June 30,	June 30,
	2024	2023
	$	$
Balance – Beginning of period	4	18
Change in fair value (i)	99	31
Balance – End of period	103	49

(i)Recognized in the consolidated statements of loss under other income, net.

The fair value of the financial instruments classified as Level 3 depends on the nature of the financial instruments.

The fair value of the warrants on equity securities of publicly traded mining exploration and development companies, classified as Level 3, is determined using the Black-Scholes option pricing model. The main non-observable input used in the model is the expected volatility. An increase/decrease in the expected volatility used in the models of 10% would lead to an insignificant variation in the fair value of the warrants as at June 30, 2024 and December 31, 2023.

Financial instruments not measured at fair value on the consolidated statements of financial position

Financial instruments that are not measured at fair value on the consolidated statement of financial position are represented by cash and cash equivalents, restricted cash, reclamation deposits, trade receivables, interest income receivable, other receivables, accounts payable and accrued liabilities and long-term debt. The fair values of cash and cash equivalents, restricted cash, trade receivables, other receivables, accounts payable and accrued liabilities and short-term debt approximate their carrying values due to their short-term nature. The carrying value of the reclamation deposits and long-term debt approximates their fair value given that their interest rates are similar to the rates the Company would obtain under similar conditions at the reporting date.

21

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

19. Segmented information

The chief operating decision-maker organizes and manages the business under geographic segments, being the acquisition, exploration and development of mineral properties. The assets related to the exploration, evaluation and development of mining projects are located in Canada, Mexico, and the USA and are detailed as follows as at June 30, 2024 and December 31, 2023:

	June 30, 2024
	Canada	Mexico	USA	Total
	$	$	$	$
Other assets (non-current)	13,183	20,044	7,586	40,813
Mining interest	408,134	20,075	40,559	468,768
Property, plant and equipment	57,273	11,369	21,043	89,685
Exploration and evaluation assets	3,752	—	75,017	78,769
Total non-current assets	482,342	51,488	144,205	678,035

	December 31, 2023
	Canada	Mexico	USA	Total
	$	$	$	$
Other assets (non-current)	15,794	20,728	8,106	44,628
Mining interest	391,324	21,432	38,939	451,695
Property, plant and equipment	61,012	13,479	22,794	97,285
Exploration and evaluation assets	3,747	—	66,388	70,135
Total non-current assets	471,877	55,639	136,227	663,743

22

Osisko Development Corp.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(Unaudited)

(tabular amounts expressed in thousands of Canadian dollars, except number of shares and per share amounts)

	Canada	Mexico	USA	Total
	$	$	$	$
For the three months ended June 30, 2024
Revenues	63	—	2,569	2,632
Cost of Sales	(27)	—	(2,677)	(2,704)
Other operating costs	(3,234)	(1,930)	(1,723)	(6,887)
General and administrative expenses	(4,860)	(763)	(733)	(6,356)
Exploration and evaluation	(75)	(35)	—	(110)
Impairment of assets	—	—	(23)	(23)
Operating loss	(8,133)	(2,728)	(2,587)	(13,448)
For the three months ended June 30, 2023
Revenues	2,462	3,288	5,097	10,847
Cost of Sales	(1,959)	(4,558)	(4,890)	(11,407)
Other operating costs	(5,849)	2,400	(27)	(3,476)
General and administrative expenses	(8,491)	(639)	(1,418)	(10,548)
Exploration and evaluation	(204)	(29)	—	(233)
Operating income (loss)	(14,041)	462	(1,238)	(14,817)
For the six months ended June 30, 2024
Revenues	132	—	4,267	4,399
Cost of Sales	(125)	—	(4,553)	(4,678)
Other operating costs	(9,025)	(3,609)	(3,054)	(15,688)
General and administrative expenses	(9,564)	(1,199)	(1,608)	(12,371)
Exploration and evaluation	(115)	(65)	—	(180)
Impairment of assets	(4,894)	—	(544)	(5,438)
Operating loss	(23,591)	(4,873)	(5,492)	(33,956)
For the six months ended June 30, 2023
Revenues	3,137	5,977	5,185	14,299
Cost of Sales	(2,633)	(7,079)	(6,102)	(15,814)
Other operating costs	(13,323)	(406)	(300)	(14,029)
General and administrative expenses	(16,344)	(1,363)	(2,837)	(20,544)
Exploration and evaluation	(945)	(95)	—	(1,040)
Operating income (loss)	(30,108)	(2,966)	(4,054)	(37,128)

20. Commitments

The Company has the following commitments as of June 30, 2024:

	Total(i)	less than 1 year	1‑ 2 years	3‑4 years
Purchase obligations	4,770	4,752	18	—
Capital commitments	4,155	4,155	—	—
Total	8,925	8,907	18	—

⁽ⁱ⁾ The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact.

23

EX-99.2

Exhibit 99.2

OSISKO DEVELOPMENT CORP.

Management’s Discussion and Analysis

For the three and six months ended June 30, 2024

The following management discussion and analysis ("MD&A") of the operations and financial position of Osisko Development Corp. and its subsidiaries ("Osisko Development" or the "Company") for the three and six months ended June 30, 2024 ("Q2 2024") should be read in conjunction with the  Company’s unaudited condensed interim consolidated financial statements and related notes for the three and six months ended June 30, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB")and as applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. Management is responsible for the preparation of the unaudited condensed interim consolidated financial statements and other financial information relating to the Company included in this report. Unless otherwise noted, all monetary amounts included in this MD&A are expressed in Canadian dollars, the Company’s reporting and functional currency. Assets and liabilities of the subsidiaries that have a functional currency other than the Canadian dollar are translated into Canadian dollars at the exchange rate in effect on the balance sheet date and revenues and expenses are translated at the average exchange rate over the reporting period. This MD&A contains forward-looking statements and should be read in conjunction with the risk factors described in the "Cautionary Note Regarding Forward-Looking Statements" section. This MD&A is dated as of August 12, 2024, the date the Board of Directors approved the Company’s unaudited condensed interim consolidated financial statements for three and six months ended June 30, 2024 following the recommendation of the Audit and Risk Committee.

Osisko Development is a North American gold development company. The Company exists under the Canada Business Corporations Act and is focused on developing its principal mining assets, including the Cariboo Gold Project located in British Columbia, Canada (the "Cariboo Gold Project") and the Tintic project, located in Utah, U.S.A. (the "Tintic Project"). Osisko Development's common shares are listed on the New York Stock Exchange ("NYSE") and the TSX Venture Exchange ("TSX-V") under the symbol ODV.

Table of Contents

1.	Our Business	4
2.	Financial and Operating Highlights	5
3.	Highlights – Q2 2024	5
4.	Highlights – Subsequent to Q2 2024	7
5.	Management and Board Composition	8
6.	Exploration and Evaluation / Mining Development Activities	8
7.	Sustainability Activities	19
8.	Financial Performance	21
9.	Cash Flows	22
10.	Financial Position	24
11.	Summary of Quarterly Results	28
12.	Transactions Between Related Parties	28
13.	Commitments	29
14.	Segmented Disclosure	29
15.	Off-balance Sheet Items	30
16.	Risks and Uncertainties	30
17.	Disclosure Controls, Procedures and Internal Controls over Financial Reporting (ICFR)	34
18.	Basis of Presentation of the unaudited condensed interim consolidated financial statements	35
19.	Critical Accounting Estimates and Judgements	35
20.	Financial Instruments	35
21.	Technical Information	36
22.	Share Capital Structure	36
23.	Approval	36

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Non-IFRS Financial Measures

This MD&A contains certain non-IFRS (as defined herein) measures including, "all-in sustaining cost" (or "AISC") and "cash cost". All-in sustaining cost per gold ounce is defined as production costs less silver sales plus general and administrative, exploration, other expenses and sustaining capital expenditures divided by gold ounces. Cash costs are a non-IFRS measure reported by the Company on an ounces of gold sold basis. Cash costs include mining, processing, refining, general and administration costs and royalties but exclude depreciation, reclamation, income taxes, capital and exploration costs for the life of the mine. Management believes that such measures provide investors with an improved ability to evaluate the performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS and, therefore, they may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, such as Cost of sales.

Cautionary Note Regarding Forward-Looking Statements

Except for the statements of historical fact contained herein, the information presented in this MD&A constitutes "forward-looking information" within the meaning of applicable Canadian Securities Laws concerning the business, operations, plans and financial performance and condition of the Company (collectively, the "Forward-Looking Information"). Often, but not always, Forward-Looking Information can be identified by words such as "plans", "expects", "may", "should", "could", "will", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations including negative variations thereof, of such words and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.

Forward-Looking Information involves known and unknown risks, uncertainties and other factors which may cause the actual plans, results, performance or achievements of the Company to differ materially from any future plans, results, performance or achievements expressed or implied by the Forward-Looking Information. Such factors include, among others: risks relating to capital markets and the availability of future financing on the term acceptable to the Company (or at all); the ability of the Company to meet its financial obligations as they become due; actual operating cash flows, operating costs, free cash flows, mineral resources and reserves and other costs differing materially from those anticipated; changes in project parameters; project infrastructure requirements and anticipated processing methods, exploration expenditures differing materially from those anticipated; actual results of current exploration activities; variations in mineral resources, mineral reserves, mineral production, grades or recovery rates or optimization efforts and sales; failure to obtain, or delays in obtaining, governmental approvals or financing or in the completion of development or construction activities; uninsured risks, including, but not limited to, pollution, cave-ins or hazards for which insurance cannot be obtained; regulatory changes, defects in title; availability or integration of personnel, materials and equipment; risks relating to foreign operations; inability to recruit or retain management and key personnel; performance of facilities, equipment and processes relative to specifications and expectations; unanticipated environmental impacts on operations; market prices; production, construction and technological risks or capital requirements and operating risks associated with the operations or an expansion of the operations, dilution due to future equity financings, fluctuations in gold, silver and other metal prices and currency exchange rates; uncertainty relating to future production and cash resources; inability to successfully complete new development projects, planned expansions or other projects within the timelines anticipated; inability to achieve the business and project milestones as anticipated; adverse changes to market, political and general economic conditions or laws, rules and regulations applicable to the Company; outbreak of diseases and public health crises; the possibility of project cost overruns or unanticipated costs and expenses; accidents, labour disputes, community and stakeholder protests and other risks of the mining industry; failure of plant, equipment or processes to operate as anticipated; risk of an undiscovered defect in title or other adverse claim; factors discussed under the heading "Risk and Uncertainties" in this MD&A and "Risk Factors" in the  Company’s annual information form for the year ended December 31, 2023; and other risks, including those risks set out in the continuous disclosure documents of the Company, which are available on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the issuer profiles of the Company.

In addition, Forward-Looking Information herein is based on certain assumptions and involves risks related to the business of the Company. Forward-Looking Information contained herein is based on certain assumptions, including, but are not limited to, interest and exchange rates; the price of gold, silver and other metals; competitive conditions in the mining

3

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

industry; title to mineral properties; financing and funding requirements; general economic, political and market conditions; and changes in laws, rules and regulations applicable to the Company.

Although the Company has attempted to identify important factors that could cause plans, actions, events or results to differ materially from those described in Forward-Looking Information in this MD&A, there may be other factors that cause plans, actions, events or results not to be as anticipated, estimated or intended. There is no assurance that such statements will prove to be accurate as actual plans, results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on Forward-Looking Information in this MD&A. All of the Forward-Looking Information in this MD&A is qualified by these cautionary statements.

Certain Forward-Looking Information and other information contained herein concerning the mining industry and the expectations of the Company concerning the mining industry and the Company are based on estimates prepared by the Company using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, although generally indicative of relative market positions, market shares and performance characteristics, this data is inherently imprecise. While the Company is not aware of any misstatement regarding any industry data presented herein, the mining industry involves risks and uncertainties that are subject to change based on various factors.

Readers are cautioned not to place undue reliance on Forward-Looking Information. The Company does not undertake any obligation to update any of the Forward-Looking Information in this MD&A, except as required by law.

Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates

The Company is subject to the reporting requirements of the applicable Canadian Securities Laws, and as a result reports information regarding mineral properties, mineralization and estimates of mineral reserves and mineral resources in accordance with Canadian reporting requirements, which are governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). As such, the information contained in this MD&A concerning mineral properties, mineralization and estimates of mineral reserves and mineral resources is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the U.S. Securities and Exchange Commission.

1.OUR BUSINESS

Osisko Development is a Canadian-based exploration and development company focused on past-producing properties located in mining friendly jurisdictions with district scale potential. The Company’s objective is to become a North American intermediate producer of precious metals, through curating and advancing a portfolio of development projects and investments with potential for value creation. The principal mining assets wholly owned through subsidiaries of the Company as of June 30, 2024, are as follows:

● Cariboo Gold Project (Permitting – British Columbia, Canada) (the "Cariboo Gold Project"), owned and operated by Barkerville Gold Mines Ltd. ("Barkerville").

● Tintic Project (including, the Trixie test mine located within the Company’s wider Tintic Project) (Test mining and exploration – Utah, United States) (the "Tintic Project"), owned and operated by Tintic Consolidated Metals LLC ("Tintic").

The Board of Directors of the Company has authorized a strategic review of the San Antonio Project, which includes exploring the potential for a financial or strategic partner in the asset or for a full or partial sale of the asset. The Company has engaged a financial advisor in connection with the strategic review.

As an exploration and development stage corporation, the Company does not generate sufficient cash flows to advance the evaluation and development of its various projects and properties and has historically relied on equity and debt funding to maintain financial liquidity. Continued adequate financial liquidity is dependent on management's ability to secure additional

4

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

financings in the future; however, there can be no assurance that the Company will be able to obtain adequate financings in the future, or at terms favourable to the Company (refer to "Liquidity and Capital Resources").

The accompanied unaudited condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, Management takes into account all available information about the future, which is at least, but not limited to twelve months from the end of the reporting period. The working capital position as at June 30, 2024, will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures up to the period ending June 30, 2025. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company’s ability to continue as a going concern and accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

2.FINANCIAL AND OPERATING HIGHLIGHTS

The table below provides selected financial information relating to Osisko Development's performance for the three and six months ended June 30, 2024 and relevant comparable periods in 2023:

	Three months ended		Six months ended
	June 30,		June 30,
	2024	2023	2024	2023
(In thousands of dollars)	$	$	$	$
Revenues	2,632	10,847	4,399	14,299
Operating loss	(13,448)	(14,817)	(33,956)	(37,128)
Net loss	(28,680)	(13,318)	(36,668)	(36,655)
Basic and diluted EPS	(0.34)	(0.16)	(0.43)	(0.45)
Cash Flows used in operating activities	(13,247)	(11,729)	(22,308)	(24,568)
Statistics
Meters drilled - Exploration	980	2,787	2,325	4,837
Gold sold (ounces)	805	3,830	1,424	5,313

3.HIGHLIGHTS – Q2 2024

The following summarizes Osisko Development's financial and operational highlights from Q2 2024:

Sustainability and Permitting

There are no environmental issues to report in Q2 2024.

Operations and financial

Three months ended June 30, 2024 and 2023

● In Q2 2024, the Company generated revenues of $2.6 million and incurred an operating loss of $13.4 million compared to $10.8 million and $14.8 million respectively, in Q2 2023. The decrease in revenues in Q2 2024 compared to Q2 2023 is mainly attributable to the reduction of sales from the Tintic Project and the San Antonio Project as both projects were in care and maintenance during Q2 2024. The lower operating loss in Q2 2024 compared to Q2 2023 is primarily due to the decrease in the level of activities.

5

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

● In Q2 2024, the Company incurred a net loss of $28.7 million compared to a net loss of $13.3 million in Q2 2023. The increase in net loss is primarily due to a higher foreign exchange loss and a lower fair value gain adjustment of the warrant liability in Q2 2024 compared to Q2 2023, offset by the reasons noted above.

● The net cash flows used in operating activities in Q2 2024 amounted to $13.2 million compared to $11.7 million in Q2 2023. The increase in cash flows used in operating activities is primarily due to the decrease in revenues and the related impact on each project’s respective working capital and partially offset by the reduction in the general operating activities at the Tintic Project and the San Antonio Project.

● Additions to mining interests, property, plant and equipment and exploration and evaluation expenses for Q2 2024 amounted to $12.0 million compared to $22.1 million in Q2 2023. The decrease is primarily due to a reduction in mining development activities including the decrease in exploration spending at the Cariboo Gold Project and at the Tintic Project.

● Net cash outflows used in financing activities amounted to $1.6 million in Q2 2024 compared to $1.6 million in Q2 2023.

Six months ended June 30, 2024 and 2023

● During the first six months of 2024, the Company generated revenue of $4.4 million and incurred an operating loss of $34.0 million compared to $14.3 million and $37.1 million respectively, in 2023. The decrease in revenue is mainly attributable to the decrease of revenue from Bonanza Ledge II and the reduction of sales from the Tintic Project and the San Antonio Project as both projects were in care and maintenance during the first six months of 2024. The lower operating loss is primarily due to the decrease in the overall level of activities offset by an impairment of assets of $5.4 million.

● During the first six months of 2024, the Company incurred a net loss of $36.7 million compared to a similar net loss of $36.7 million in YTD 2023. The decrease in operating loss in 2024, due to the reasons noted above, was offset by a higher foreign exchange loss recorded in 2024 compared to a gain in the corresponding period in 2023.

● The net cash flows used in operating activities in 2024 amounted to $22.3 million compared to $24.6 million in 2023. The decrease is primarily due to the reduction in the general operating activities at the Tintic Project and the San Antonio Project, including the impact on each project’s respective working capital.

● Additions to mining interests, property, plant and equipment and exploration and evaluation expenses in the first six months of 2024 amounted to $22.1 million compared to $45.7 million in 2023. The decrease is primarily due to a reduction in mining development activities, including a decrease in exploration spending at the Cariboo Gold Project and at the Tintic Project.

● Net cash inflows from financing activities amounted to $27.6 million in the first six months of 2024 compared to net cash inflows of $50.5 million in 2023. In 2023, the Company completed a bought deal financing of $51.8 million and in 2024, the Company entered into a credit agreement as described below.

Exploration Activities

● On April 26, 2024, the Company announced the filing of a technical report for the updated mineral resource estimate on its 100%-owned underground Trixie deposit within the Company’s wider Tintic Project. See Section 6.3 Tintic Project – Utah, U.S.A. for additional information.

6

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Corporate Updates

● On May 9, 2024, the Company announced, as part of its regular annual remuneration program, the granting of an aggregate of 283,250 deferred share units ("DSU") of the Company to its independent directors in accordance with the DSU Plan of the Company

● On May 30, 2024, Maggie Layman departed from her position as Vice President, Exploration to pursue another opportunity in the mining sector.

US$50 Million Credit Facility

● On March 1, 2024, the Company, as guarantor, and Barkerville, its wholly owned subsidiary, as borrower, entered into a credit agreement with National Bank of Canada, as lender and administrative agent, and National Bank Financial Markets, as mandated lead arranger and sole bookrunner, in connection with a US$50 million delayed draw term loan that can be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo Gold Project (the "Credit Facility"). In June 2024, the Company entered into an amending agreement to the credit agreement that provides for, among other things:

- an 8-month extension to the maturity date to October 31, 2025 (from March 1, 2025). The extension is subject to the Company completing a capital raise of at least US$20 million prior to October 31, 2024, otherwise the maturity date reverts to February 28, 2025; and  

- a reduction in the mandatory prepayment amount to 50% of each incremental dollar raised in excess of US$25 million in respect of certain financings, allowing the Company to preserve 50% of such proceeds. There are no mandatory prepayment requirements for amounts up to US$25 million.

As of June 30, 2024, an amount of $32.9 million (US$25.0 million) was drawn under the Credit Facility.

Other

● On June 3, 2024, the Company announced that in connection with the terms of the Company’s previously completed acquisition in May 2022 of a 100% ownership interest in the Tintic project, it had satisfied the second of five deferred payments to the sellers. The deferred consideration of US$2,500,000 was settled by the issuance of 1,228,394 common shares.

4.HIGHLIGHTS – SUBSEQUENT TO Q2 2024

● Effective July 4, 2024, as part of its annual compensation review, the Board of Directors approved the grant of an aggregate of 2,797,400 incentive stock options and an aggregate of 371,800 restricted share units to certain senior officers of the Company in accordance with the terms of the Company's Option and RSU plans.

● On July 22, 2024, the Company temporarily paused non-essential activities at its Cariboo Gold Project following a wildfire evacuation order that included the Cariboo Gold Project. The wildfire evacuation order was lifted on July 25, 2024, and normal course operations and site activities at the Cariboo Gold Project resumed on July 26, 2024, following the return of non-essential employees to site. The mine site infrastructure was unaffected by the wildfires.

● On August 7, 2024, the Company provided an update on exploration activities at the Tintic Project, including the results of recently completed surface and underground diamond drilling targeting potential copper-gold-molybdenum porphyry centers, underground chip sampling at Trixie, and ongoing target generation work. For additional information, please refer to the Company’s news release dated August 7, 2024 and entitled “Osisko Development provides exploration update at Tintic Project” filed on www.sedarplus.ca.

7

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

5.MANAGEMENT AND BOARD COMPOSITION

The Board of Directors of Osisko Development includes, as elected at the Company’s annual meeting of shareholders on May 7, 2024: Sean Roosen (Chair), Charles E. Page (Lead Director), Marina Katusa, Michele McCarthy, Duncan Middlemiss and David Danziger.

Management of Osisko Development includes Sean Roosen (Chair of the Board of Directors and Chief Executive Officer), Chris Lodder (President), Éric Tremblay (Chief Operating Officer). Alexander Dann (Chief Financial Officer and Vice President, Finance) and Laurence Farmer (General Counsel and Vice President, Strategic Development).

6.EXPLORATION AND EVALUATION / MINING DEVELOPMENT ACTIVITIES

As of the date of this MD&A, the Company’s only material properties are the Cariboo Gold Project and the Tintic Project. The following sets out the key milestones, estimated timing and costs in respect of the Company’s material mineral projects, based on the Company’s reasonable expectations and intended courses of action and current assumptions and judgement, as at June 30, 2024.

Main projects upcoming milestones

Key Milestones for Projects	Expected Timing of Completion	Anticipated Remaining Costs*
Cariboo Gold Project(1)
Bulk Sample	Q4 2024	$6.8 million
Water and Waste Management	Q4 2024	$0.1 million
Electrical and Communication	Q4 2024	$0.6 million
Management, environmental, and other pre-permitting work	Q3 2024	$5.2 million
Detailed engineering and permitting(2)	Q4 2024	$1.3 million
Tintic Project
Regional Drilling	Completed – Q2 2024	$nil

*As at June 30, 2024

Notes:

(1) The expenditures disclosed in this table include amounts approved by the Board of Directors up until the end of August 2024. Additional expenditures will be required to complete certain of the milestones and are subject to approval by the Board of Directors.

(2) These activities are contributing towards the completion of permitting, which are presently expected to be completed in Q3 2024. Additional costs and time relating to engineering, including water and waste management and electrical and communication, will be required in the construction phase (subject to a positive construction decision and completion of project financing).

Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and, are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above. See "Cautionary Note Regarding Forward Looking Statements".

6.1.Cariboo Gold Project – British Columbia, Canada

The Cariboo Gold Project is an advanced stage gold exploration project 100%-owned by the Company located in the historic Wells-Barkerville mining camp, in the District of Wells, central British Columbia, Canada, that extends for approximately 77 kilometres from northwest to southeast. The Company’s total land package consists of 443 mineral titles and covers an area of approximately 185,640 hectares. On November 21, 2019, Osisko Gold Royalties Ltd ("OGR") acquired the Cariboo

8

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Gold Project through the acquisition of Barkerville. The project was part of the OGR contributed assets that created the Company on November 25, 2020.

Technical reports and mineral resource estimate

The Company completed a Feasibility Study ("FS") for the Cariboo Gold Project with an effective date of January 12, 2023. The scientific and technical information contained in this MD&A relating to the Cariboo Gold Project is supported by the technical report filed in respect of the FS on the Cariboo Gold Project titled "Feasibility Study for the Cariboo Gold Project, District of Well, British Columbia, Canada", dated January 10, 2023 (as amended January 12, 2023) with an effective date of December 30, 2022 (the "Cariboo FS"), which was prepared for the Company by Colin Hardie, P. Eng, Mathieu Bélisle, P. Eng, Katherine Mueller, P. Eng., John Cunning, P. Eng., Paul Gauthier, P. Eng., Aytaç Göksu, P. Eng, Saileshkumar Singh, P. Eng., Éric Lecomte, P. Eng., Vincent-Nadeau Benoit, P. Geo., Carl Pelletier, P. Geo, Jean-François Maillé, P. Eng., Keith Mountjoy, P. Geo., Michelle Liew. P. Eng., David Willms, P. Eng., Timothy Coleman, P. Eng., Thomas Rutkowski., P. Eng., and Laurentius Verburg., P. Geo. Information relating to the Cariboo Gold Project and the Cariboo FS provided herein is qualified in its entirety by the full text of the Cariboo FS, which is available electronically on the  Company’s website or on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the  Company’s issuer profile, including the assumptions, qualifications and limitations therein.

The Cariboo FS contemplates a staged, lower capital intensity project design with scalable infrastructure to account for the current global inflationary environment. Management believes that this approach to developing the Cariboo Gold Project may mitigate development capital intensity risks while providing an opportunity to maximize margins. The Company anticipates that the potential development of the Cariboo Gold Project may provide a basis for progress towards the establishment of a broader mining district camp, including development of multiple deposits over several trends totaling approximately 80 km of mineralization. A summary of the Cariboo FS results is presented below:

METRIC	UNIT	PHASE 1	PHASE 2	TOTAL LOM
Base Case Assumptions
Gold Price	US$/oz		1,700
Exchange Rate	CAD:USD		0.77
Discount Rate	%		5.0%
Production
Mine Life	years	3	9	12
Total Ore Mined	tonnes	1,542,471	15,160,983	16,703,454
Average Throughput	tpd	1,500	4,900	4,056
Average Gold Head Grade, diluted	g/t Au	4.43	3.72	3.78
Total Contained Gold	oz	219,488	1,811,665	2,031,152
Average Gold Recovery Rate	%	93.6%	91.8%	92.0%
Total Recovered Gold, payable	oz	205,419	1,663,436	1,868,856
Average Annual Gold Production	oz/year	72,501	193,798	163,695
Unit Operating Costs
Underground Mining	$/t mined	77.6	51.1	53.6
Processing	$/t mined	37.1	25.3	26.4
Concentrate Transport	$/t mined	17.3	3.5	4.8
Water and Waste Management	$/t mined	18.4	6.1	7.2
General and Administrative	$/t mined	19.4	9.8	10.7
Total Unit Operating Costs	$/t mined	169.8	95.8	102.7
Operating Costs
Total Cash Costs2	US$/oz	1,149	748	792
AISC2	US$/oz	1,634	886	968
Capital Expenditures3
Initial Capital	$M	137.3	—	137.3
Expansion Capital	$M	—	451.1	451.1
Sustaining Capital	$M	134.2	332.4	466.6
Total	$M	271.5	783.5	1,055.0

9

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Notes:

1. Totals may not add up due to rounding.

2. This is a non-IFRS measure. Refer to Non-IFRS Financial Measures.

3. Capital Expenditures do not include sunk costs ($2.5M) nor pre-permit expenses ($64.8M).

Mineral Resources Estimate

The Cariboo FS includes an updated Mineral Resources estimate incorporating an additional 35,578 meters of drilling data from Shaft, Valley, and Lowhee completed since May 24, 2022 being the effective date of the technical report titled "Preliminary Economic Assessment for the Cariboo Gold Project, District of Well, British Columbia, Canada", dated May 24, 2022 for the deposits of Cow Mountain (Cow and Valley Zones), Island Mountain (Shaft and Mosquito Zones), and Barkerville Mountain (Lowhee and KL Zones). This resulted in an increase of 6% of total gold ounces in the Inferred Resources category. Measured and Indicated resources are exclusive of Mineral Reserves. Mineral Resources have an effective date of November 11, 2022.

Table 5: Cariboo Mineral Resources Statement – November 11, 2022

	Tonnes	Gold Grade	Contained Gold	Silver	Contained
Classification / Deposit	(000's)	(g/t)	(000's oz)	Grade (g/t)	Silver (000's oz)
Measured	—	—	—	—	—
Bonanza Ledge	47	5.06	8	—	—
Indicated
Bonanza Ledge	32	4.02	4	—	—
BC Vein	1,030	3.12	103	—	—
KL	386	3.18	39	—	—
Lowhee	1,368	3.18	140	0.23	10
Mosquito	1,288	3.68	152	0.08	3
Shaft	4,781	3.39	523	0.06	9
Valley	2,104	3.14	213	0.09	6
Cow	3,644	3.31	388	0.09	11
Total Indicated	14,635	3.32	1,564	0.09	39
Inferred
BC Vein	461	3.55	53	—	—
KL	1,918	2.75	169	—	—
Lowhee	445	3.34	48	0.10	1
Mosquito	1,290	3.55	147	0.01	0
Shaft	6,468	3.84	800	0.01	1
Valley	2,119	3.30	225	0.02	1
Cow	2,769	3.03	270	0.00	0
Total Measured & Indicated	14,682	3.33	1,571	0.09	39
Total Inferred	15,470	3.44	1,712	0.01	4

Notes:

1. Mineral Resources are exclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

2. The Mineral Resource Estimate conforms to the 2014 CIM Definition Standards on Mineral Resources and Reserves and follows the 2019 CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines.

3. A total of 481 vein zones were modelled for the Cow Mountain (Cow and Valley), Island Mountain (Shaft and Mosquito), Barkerville Mountain (BC Vein, KL, and Lowhee) deposits and one gold zone for Bonanza Ledge. A minimum true thickness of 2.0 m was applied, using the Au gold grade of the adjacent material when assayed or a value of zero when not assayed.

10

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

4. The estimate is reported for a potential underground scenario at a cut-off grade of 2.0 g/t Au, except for Bonanza Ledge at a cut- off grade of 3.5 g/t Au. The cut-off grade for the Cow, Valley, Shaft, Mosquito, BC Vein, KL, and Lowhee deposits was calculated using a gold price of US$1,700/oz; a USD:CAD exchange rate of 1.27; a global mining cost of $54.32/t; a processing and transport cost of $22.29/t;a G&A plus Environmental cost of $15.31/t; and a sustaining CAPEX cost of $31.19/t. The cut-off grade for the Bonanza Ledge deposit was calculated using a gold price of US$1,700/oz; a USD:CAD exchange rate of 1.27; a global mining cost of $79.13/t; a processing and transport cost of $65.00/t; and a G&A plus Environmental cost of $51.65/t. The cut-off grades should be re-evaluated in light of future prevailing market conditions (metal prices, exchange rate, mining cost, etc.).

5. Bulk density varies from 2.69 g/ cm³ to 3.20 g/ cm³.

6. A four-step capping procedure was applied to composited data. Restricted search ellipsoids ranged from 7 to 50 g/t Au at four different distances ranging from 25 m to 250 m. High-grades at Bonanza Ledge were capped at 70 g/t Au on 2.0 m composited data.

7. The gold Mineral Resources for the Cow, Valley, Shaft, Mosquito, BC Vein, KL, and Lowhee vein zones were estimated using Datamine Studio^TM RM 1.9 software using hard boundaries on composited assays. The silver Mineral Resources and the dilution halo gold mineralization were estimated using Datamine Studio^TM RM Pro 1.11. The OK method was used. Mineral Resources for Bonanza Ledge were estimated using GEOVIA GEMS^TM 6.7 software using hard boundaries on composited assays. The OK method was used to interpolate a block model.

8. Results are presented in situ. Calculations used metric units (meters, tonnes, g/t). Any discrepancies in the totals are due to rounding effects.

Mineral Reserves Estimate

Probable Mineral Reserves of 16.7 Mt grading 3.78 g/t Au for 2.03 Moz of contained gold in underground deposits, as defined below, have an effective date of December 6, 2022 and form the basis of the Cariboo FS. Only Mineral Resources that were classified as Measured and Indicated were given economic attributes in the mine design and when demonstrating economic viability were classified as Mineral Reserves, incorporating an external mining dilution factor of 8% into the Mineral Reserves estimate.

Table 6: Cariboo Mineral Reserves Statement – December 6, 2022

	Tonnes	Gold Grade	Contained Gold	Silver Grade	Contained
Classification / Deposit	(000's)	(g/t)	(000's oz)	(g/t)	Silver (oz)
Proven	—	—	—	—	—
Probable
Cow	4,127	3.41	453	0.08	11,018
Valley	3,445	3.70	410	0.14	15,059
Shaft	7,962	3.87	990	0.02	4,473
Mosquito	603	4.93	95	0.03	619
Lowhee	567	4.56	83	0.21	3,786
Total Proven and Probable Reserves	16,703	3.78	2,031	0.07	34,955

Notes:

1. Totals may not add up due to rounding.

2. Mineral Reserves have been estimated in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves (2014), which are incorporated by reference in NI 43-101.

3. Mineral Reserves used the following assumptions: US$1,700/oz gold price, USD:CAD exchange rate of 1.27, and variable cut- off value from 1.70 g/t to 4.00 g/t Au

4. Mineral Reserves include both internal and external dilution along with mining recovery. The external dilution is estimated to be 8%. The average mining recovery factor was set at 93.6% to account for ore left in each block in the margins of the deposit.

11

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

The mineral resource estimate is built upon over 650,000 meters of core from the 2015 to 2021 drill campaigns, and historically verified drill data using a total of 4,064 drill holes. A strong understanding of the controls of mineralization enabled Osisko Development's technical team to construct a mineral resource estimate constrained by lithology, alteration, structure and mineralization.

On December 31, 2022, the Cariboo gold project was written down to its net estimated recoverable amount of $435.7 million which was determined by the value-in-use using a discounted cash-flow approach and reflected as an impairment of Mining Interests. The main valuation inputs used were the cash flows expected to be generated by the production and sale of gold from the Cariboo gold project over the estimated life of the mine, based on the expected long-term gold price per ounce costs inflation forecast and the discount rate of 12.6% applied to the cash flow projections.

Permitting and EA Process

Osisko Development started the EA Process in the spring of 2019 for the Cariboo Gold Project.

On October 27, 2021, the Province of British Columbia, Lhtako Dené First Nation and the Company announced the approval of amendments to Mines Act Permits M-238 and M-198 allowing for the expansion of the existing Bonanza Ledge II underground mine. At the time, these amendments supported the employment of additional workers at the mine. The expansion of the Bonanza Ledge II Project allowed for continuity of certain mining activities while the Cariboo Gold Project environmental assessment was underway. In July 2021, the province of British Columbia authorized a permit to extract a bulk sample of 10,000 tonnes of mineralized material, the development of a portal and 2,200 m of drift to access the mineral deposit.

On October 10, 2023, the Company announced that it received an Environmental Assessment ("EA") Certificate for the Company’s 100%-owned Cariboo Gold Project. The EA Certificate was granted by the Environmental Assessment Office of the Province of British Columbia ("EAO") and is supported by approval decisions from The Honourable George Heyman, Minister of Environment and Climate Change Strategy and The Honourable Josie Osbourne, Minister of Energy, Mines and Low Carbon Innovation. Receipt of the EA Certificate successfully concludes the EA process for the Cariboo Gold Project launched in October 2019, and completed in consultation with and support of the First Nations partners.

On May 31, 2023, the Company submitted its Joint Permit Application ("JPA") and passed the screening phase of the permit in September 2023 after submitting the final, revised application. Through 4 rounds of review from the Mine Review Committee, the Company responded to, addressed, and closed over 1,800 comments from various stakeholders. The Mines Act and Environmental Management Act permits have been drafted and are currently under review by the Company and the Mine Review Committee since May 2024. The Company anticipates completing its permit application referral and receiving final permits in Q3 2024.

12

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Cariboo Gold Project – Permitting Timeline Summary

As of June 30, 2024, the Cariboo Gold Project is in advanced stages of permitting and the history of the process is summarized in the following highlights:

● Signing Ceremony on October 23, 2022 with Lhtako Dené First Nation's Elders and Members in Wells and Quesnel was an important event for the life of project agreement between Lhtako Dene First Nation and Osisko Development highlighting the importance of our partnership and mutual support and benefits.

● The Revised Application for the EA Process was submitted to the EAO of British Columbia on October 14, 2022 for the Cariboo Gold Project. The 1,700 comments received by the different reviewers were successfully addressed.

● In parallel to the EA process, the Company initiated an official application for the permitting of the Cariboo Gold Project with the submission of the Project Description to the Ministry on September 30, 2022. Received the IRT in November 2022.

● All drilling and geologic modeling work has been completed.

● All permits were received for the bulk sample in the Lowhee deposit area, which includes 2,200 metres of underground development and the removal of 10,000 tonnes of mineralized material for further sorter testing.

● Outside of the Cariboo Gold Project area there are 38 mineralized target zones, 21 of which require follow-up and 12 that are high quality drill-ready targets, demonstrating the years of ongoing exploration in the mineral rights held by Osisko Development around the Cariboo Gold Project.

Bulk Sample

● During Q1 2024, under an existing provincial permit, the Company commenced an underground development drift from the existing Cow Portal into the Cariboo Gold Project's mineral deposit at Lowhee Zone. The objective of the bulk sample work program is to reach the ore body and extract a 10,000 tonne bulk sample of mineralized material for ore sorter, heavy equipment testing and mining tests.

13

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

● To date, approximately 510 meters of development has been completed, with another 660 meters remaining to reach the target area.

● The Company anticipates completing the bulk sample in Q4 2024.

2024 Objectives for the Cariboo Gold Project

● Continue permitting activities of the Cariboo Gold Project at a throughput rate of 4,900 tonnes per day with the inclusion of the Lowhee Zone.

● Complete detailed engineering on reclamation work, water treatment and waste management for the start-up of the Cariboo Gold Project.

● Continue stakeholder engagement and finalize agreement with Xatśūll First Nation and District of Wells.

● Commence detailed engineering of the transmission line for connection to the BC Hydro grid.

● Complete the bulk sample.

6.2.Bonanza Ledge II Project – British Columbia, Canada

The Bonanza Ledge II project is a small scale and short life project that was put into care and maintenance in early June 2022. The project allows the Company to facilitate (i) opportunities for managing historical reclamation obligations inherited by the Company, (ii) hands on training and commissioning of the Company’s mining and processing complex for the Cariboo Gold Project and (iii) the maintenance of the economic and social benefits for the First Nations partners and communities. While working through the environmental assessment review, permitting process and the NI 43-101 technical report for its Cariboo Gold Project, the Company produced approximately 11,424 gold ounces at its Bonanza Ledge II project.

The Company started mining operations at its Bonanza Ledge II project in the first quarter of 2021 as it was granted in Q1 2021, a notice of departure from the Ministry of Energy, Mines and Low Carbon Innovation of British Columbia. The Company announced on October 27, 2021 receipt of the final amendments for the Bonanza Ledge II mine and QR mill permits. The underground portal was completed in Q4 2021.

Please see the caution section "Risk Factors: Operations Not Supported by a Feasibility Study".

2024 Objectives

● Improve Water Treatment Plant ("WTP") at Bonanza Ledge II to treat nitrate species and QR Mill to remove and manage WTP retentate.

6.3.Tintic Project – Utah, U.S.A.

The Tintic Project is located in western Utah County, approximately 64 km south of Provo, Utah and 95 km south of Salt Lake City. The property on which the Trixie test mine or Trixie deposit is located encompasses most of the East Tintic District, surrounding and immediately east of the incorporated town of Eureka. The area of the Tintic Project owned or controlled by Osisko Development comprises 1,370 claims totaling 7,601 ha (18,783 acres) of patented mining claims and a further 110 mining claims of approximately 731 ha (1,807 acres), which are overwhelmingly leased patented mining claims. Osisko Development owns a small and varying percentage, interest or royalty in a number of other claims outside the main claim package.

Scientific and technical information relating to the Tintic Project and the updated mineral resource estimate for the Trixie deposit (the "2024 Trixie MRE"), including information provided in the table "2024 Trixie MRE (all zones)" and the

14

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

assumptions, qualifications and limitations thereof, is supported by the technical report titled "NI 43-101 Technical Report, Mineral Resource Estimate for the Trixie Deposit, Tintic Project, Utah, United States of America" and dated April 25, 2024 (with an effective date of March 14, 2024), prepared for the Company by independent representatives of Micon International Limited, being William Lewis, P. Geo, and Alan J. San Martin, MAusIMM(CP). Reference should be made to the full text of the 2024 Trixie MRE technical report, which was prepared in accordance with NI 43-101 and is available electronically on the  Company’s website, SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under the  Company’s issuer profile.

Acquisition of Tintic

On May 27, 2022, Osisko Development acquired 100% of Tintic through the purchase of: (i) IG Tintic's direct 75% ownership in Tintic; and (ii) all issued and outstanding stock of Chief Consolidated Mining Company ("Chief"). Immediately following the closing of the transaction, Chief completed a merger with a newly formed subsidiary of the Company (the "Merger"), such that, following completion of the Merger, Chief is now owned by the Company. The total consideration to the vendors in the aggregate amount of approximately US$156.6 million ($199.5 million), comprised of: (i) cash payments of approximately US$58.7 million ($74.7 million), (ii) the issuance to the sellers of convertible instruments amounting to $10.8 million (iii) the issuance of 12,049,449 common shares of the Company and, (iv) Deferred consideration and contingent payments fair valued at $15.1 million.

The deferred payments consist of an amount of US$12.5 million payable in equal instalments annually over five years in cash or shares at the  Company’s election; (ii) two 1% NSR royalty grants, each with a 50% buyback right in favour of the Company for US$7.5 million which is exercisable within 5 years; (iii) a right to receive the financial equivalent of 10% of the net smelter returns from stockpiled mineralized material extracted from the Tintic Project since January 1, 2018 and sitting on surface; and (iv) US$10 million contingent upon commencement of production at the Burgin Mine.

With the completion of the transaction, the Company acquired 100% ownership of the producing Trixie test mine, as well as mineral claims covering more than 17,000 acres in Central Utah's historic Tintic Mining District. Tintic's ongoing exploration work has demonstrated potential for expansion and further discovery both at the Trixie test mine and the broader land package. It is hoped that the acquisition of Tintic will, as a result of exploration efforts, serve to accelerate the Company’s path towards becoming a mid-tier gold producer and add further opportunity to explore and develop another project in its portfolio.

Exploration Program

The Tintic Project consists of 23 past producing precious and base metal mines located in the East Tintic Mining District, Utah, 95 km southwest of Salt Lake City. The Tintic Project is comprised of more than 20,500 acres (8,333 ha), including 18,783 acres (7,601 ha) of patented mining claims.

In 2022, the Company completed 28 surface reverse circulation ("RC") drill holes near Trixie totaling approximately 8,442 m and 62 underground diamond drill ("DD") holes in the 625 level at Trixie totaling approximately 3,232 m using two surface RC rigs and two underground diamond drill rigs. Continuous underground face samples were collected along all development at Trixie, and together with drill results, formed the basis of an initial mineral resource estimate at Trixie completed in January 2023.

In 2023, the Company completed 73 underground DD holes at Trixie totaling approximately 6,028 m (19,776 ft). All assays from 2023 have now been finalized.  For additional information please refer to the Company’s news release dated February 22, 2024.

Between December 2023 and May 2024, the Company completed two surface DD holes at the Big Hill target area totaling approximately 2,920 m (9,581 ft). Results of the drilling are currently being used to vector towards future exploration targets. In 2023, the Company completed a total of 6,028 m (19,776 ft) of underground drilling in 73 diamond drill holes at Trixie. Assays were finalized up to hole TRXU-DD-23-069 and were included in the 2024 Trixie MRE.

15

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

The 2024 Trixie MRE incorporated an additional 1,674 underground chip samples over 1,678 m (5,507 ft) of underground development, and 7,385 m of drilling (24,229 ft) in 122 holes completed by the Company since the release of the Initial Trixie MRE, with an effective date of January 10, 2023.

	2024 Trixie MRE Statement
			Contained		Contained
	Tonnes	Au Grade	Gold	Ag Grade	Silver
Classification	(000's)	(g/t)	(000's oz)	(g/t)	(000's oz)
Measured	120	27.36	105	61.73	238
Indicated	125	11.17	45	59.89	240
Measured and Indicated	245	19.11	150	60.8	478
Inferred	202	7.8	51	48.55	315

Notes

1. Effective date of the 2024 Trixie MRE is March 14, 2024.

2. Each of Mr. William Lewis, P.Geo., of Micon International Limited and Alan J. San Martin, MAusIMM(CP), of Micon International Limited (i) has reviewed and validated the 2024 Trixie MRE, (ii) is considered to be independent of the Company for purposes of Section 1.5 of NI 43-101, and (iii) is a "qualified person" within the meaning of NI 43-101.

3. The mineral resources were estimated using the Canadian Institute of Mining ("CIM"), Metallurgy and Petroleum's "CIM Definition Standards on Mineral Resources and Mineral Reserves" adopted by the CIM council.

4. Mineral resources are reported when they are within potentially mineable shapes derived from a stope optimizer algorithm, assuming an underground longhole stoping mining method with stopes of 6.1 m x 6.1 m x minimum 1.5 m dimensions.

5. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

6. Geologic modelling was completed by Osisko Development modeling geologist Jody Laing, P.Geo, using Leapfrog Geo software. The 2024 Trixie MRE was completed by Osisko Development chief resource geologist, Daniel Downton, P.Geo using Datamine Studio RM 2.0 software. William Lewis and Alan J. San Martin of Micon International Limited independently reviewed and validated the mineral resource model.

7. The estimate is reported for an underground mining scenario and with USD assumptions. The cut-off grade of 4.32 g/t Au was calculated using a gold price of US$1,750/oz, a CAD: USD exchange rate of 1.3; total mining, processing and G&A costs of US$168.04/imperial ton; a refining cost of US$2.65/ounce; a combined royalty of 4.50%; and an average metallurgical gold recovery of 80%.

8. The stope optimizer algorithm evaluated the resources based on a gold equivalent grade which incorporates the silver grade estimate and assumes a silver price of US$23/oz and metallurgical silver recovery of 45%.

9. Average bulk density values in the mineralized domains were assigned to the T2 (2.955 T/m³), T3 (2.638 T/m³), T4 (2.618 T/m³), Wild Cat, and 40 Fault (2.621 T/m³), and 75-85 (2.617 T/m³) domains.

10. Inverse Distance Squared interpolation method was used with a parent block size of 1.2 m x 2.4 m x 2.4 m.

11. The 2024 Trixie MRE results are presented in-situ. Calculations used metric units (metres, tonnes, g/t). The number of tonnes is rounded to the nearest thousand. Any discrepancies in the totals are due to rounding effects.

12. Neither the Company nor Micon International Limited’s qualified persons are aware of any known environmental, permitting, legal, title-related, taxation, socio-political, marketing or other relevant issue that could materially affect the mineral resource estimate other than disclosed in the 2024 Trixie MRE.

Developments in 2024 Objectives

In Q2 2024, the Company continued surface exploration drilling for porphyry copper-gold-molybdenum at the Big Hill target with one diamond drill rig. A total of 980.5 meters were drilled in Q2 2024 at Big Hill, which completed the initial proposed drill plan for Big Hill. At Trixie, 150 meters were drilled in January 2024 in connection with the first hole testing for a porphyry target below Trixie. The drilling of porphyry targets was completed in early May 2024.

16

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Data compilation from historic mines in the area is ongoing and anticipated to generate additional drill targets on the greater Tintic Project property.

The development of an underground ramp, which commenced in July 2022, was completed to the 625 level in Q3 2023 with the breakthrough occurring at the end of September. The Company anticipates that the decline ramp will improve underground access for exploration and may potentially support an increase in productivity and mining rates in the future.

The ability to achieve any increase in production and the capital required to increase production are the subject of pending technical work. There can be no assurance that technical work will provide justification for further development, support the ability to increase production or demonstrate the ability to increase production through a low-capital expenditure expansion of the existing facilities. The ability to recommence and expand operations is subject to risks which include the possible need for additional or amended permits, licenses and approvals, risks related to mining operations, the need for additional capital and/or operating expenditures, commodity prices justifying such work, potential scarcity of employees, environmental risks and approvals and the limited knowledge of the mineralized material available on site.

The Company cautions that its prior decision to commence small-scale underground mining activities and batch vat leaching at the Trixie test mine was made without the benefit of a feasibility study, or reported mineral resources or mineral reserves, demonstrating economic and technical viability, and, as a result there may be increased uncertainty of achieving any particular level of recovery of material or the cost of such recovery. The Company cautions that historically, such projects have a much higher risk of economic and technical failure. Small scale test-mining at Trixie was suspended in December 2022, resumed in the second quarter of 2023 and, suspended again in December 2023. If and when small-scale test-mining at Trixie re-commences, there is no guarantee that production will continue as anticipated or at all or that anticipated production costs will be achieved. The failure to continue production may have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs may have a material adverse impact on the Company’s cash flow and potential profitability. The Company cautions that historically, such projects have a much higher economic or technical risks. In continuing current operations at Trixie, the Company has not based its decision to continue such operations on a feasibility study, or reported mineral resources or mineral reserves demonstrating economic and technical viability.

On March 15, 2024, the Company announced the 2024 Trixie MRE. Compared to the previous 2023 Trixie MRE, contained gold ounces in measured and indicated resources decreased by 29% and inferred resources decreased by 79% primarily due to lower estimated grades that incorporated an updated geologic model interpretation and conversion of inferred resources. Drill results and underground mapping from the 2023 exploration program improved the knowledge of the extent and distribution of mineralization, resulting in modeling improvements to both mineralization and the historical mine shape model. A technical report in respect of the 2024 Trixie MRE titled "NI 43-101 Technical Report, Mineral Resource Estimate for the Trixie Deposit, Tintic Project, Utah, United States of America" and dated April 25, 2024 (with an effective date of March 14, 2024) was subsequently filed on SEDAR+ and EDGAR under the Company’s issuer profile on April 26, 2024.

The test mining operations at Trixie were suspended in December 2023 and are expected to remain in care and maintenance for the foreseeable future. As such, on December 31, 2023, an impairment charge of $160.5 million on the Trixie test mine was recorded and the net assets of the Trixie test mine were written down to their net estimated recoverable amount (including mining interest and property, plant and equipment). Management continues to review its options for next steps at the Tintic Project.

Please see the caution section "Risk Factors: Operations Not Supported by a Feasibility Study".

6.4.San Antonio Gold Project – Sonora State, Mexico

In addition to the Cariboo Gold Project and Tintic Project, the Company also owns the San Antonio Gold Project. The San Antonio Gold Project is not considered a material property of the Company as of June 30, 2024 and the date of this MD&A, and has been under care and maintenance since Q3 2023. No drilling has occurred on the San Antonio Project since 2021 and there has not been any ongoing exploration program in respect of the San Antonio Gold Project since then.

17

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

The San Antonio Gold Project is a past-producing oxide copper mine. In 2020, following the acquisition of this project, the Company concentrated its efforts in obtaining the required permits and amendments to the permits to perform its activities. The Company has filed preventive reports for the processing of the gold stockpile on site and for a drilling program for the Sapuchi, Golfo de Oro and California zones.

The Company also initiated the following activities:

● Commencement of the Environmental Impact Manifest (or Manifestacion de Impacto Ambiental ("MIA"));

● An environmental baseline study (completed);

● Awarding the Engineering, Procurement, Construction, Management contract for the process of the stockpile.

On April 29, 2023, Mexico's Senate approved a wide-ranging reform of laws governing the mining industry, including a requirement that companies pay a percentage of profits to various stakeholders. The new mining law reduces the maximum length of concessions from 50 to 30 years and may allow authorities to cancel concessions if no work is done on them within two years. The Company is closely monitoring the situation and will continue to assess the potential impacts on its Mexican assets.

Since Osisko Development's acquisition of the San Antonio Project in November 2020, the Company has successfully achieved the following operational milestones:

● The construction of a leach pad and carbon in column plant at the end of 2021 to process stockpiled mineralized material.

● 1.1 million tonne stockpile with an average grade of 0.58 g/t Au was placed on the heap leach pad.

● A total of 13,591 net ounces of gold was sold from the San Antonio heap leach pad.

● During Q3 2023, processing of the remaining stockpile inventory was completed, and the Company does not anticipate any production henceforth.

Permitting

The Company continued the various permitting activities starting in 2020. These activities consist of obtaining the permits for the MIA and the change of use of land while continuing the work required to complete the environmental baseline study. Applications were submitted for four new mining claims, Sapuchi E-82/40881, Sapuchi 2 E-82/40882, Sapuchi 3 E-82/40883, and Sapuchi 4 E-82/40888.

All documentation required for the change of use land and EA permits were filed and the Company was awaiting the granting of these two permits by the Mexican government. In early December 2022, the director of SEMARNAT announced a moratorium on all environmental permits for open pit operations, which will be denied with no approval process in place until further notice. Subsequently, the Company received communication that the MIA would not be approved. The approval process for environmental permits for mining may resume after the conclusion of the governor and presidential elections which will be held in July 2024, with the new president taking office in September 2024. In order to ensure that the San Antonio Gold Project would not be further delayed from the granting of the permits, management withdrew both permit applications with the intent to refile once the moratorium is lifted or a clear approval process is in place.

Exploration Program

A two-phase 45,000-meter drilling campaign was initiated during 2021. The objective of the drill program was to conduct exploration and resource drilling at a spacing of 25 meters and historic drilling validation for the three main target areas:

18

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Sapuchi, California and Golfo de Oro. The Company anticipates exploration potential to expand both oxide and sulphide resources.

On June 30, 2022, the Company announced an initial open pit mineral resource estimate for the San Antonio Project ("MRE Sapuchi"). See tables below. The 2022 MRE Sapuchi covers a portion of the Sapuchi – Cero Verde trend that encompasses five deposits: Sapuchi, Golfo de Oro, California, Calvario and High Life over approximately 2.8 km along strike, a maximum width of 600 metres (m) to a maximum depth of 300 m below surface.

The MRE Sapuchi is based on 84,454 m of current and verified historic drilling in 579 holes, of which 27,870 m of drilling in 177 holes were performed by the Company in 2021. Gold mineralization is hosted within altered hydrothermal breccia and sediments, as stockwork quartz veins and veinlets, adjacent to intrusions and fault structures and often associated with iron carbonate minerals. Metallurgical testing has shown amenability of leaching in the oxide materials and recommendations of milling in the transition and sulphide zones. No drilling has occurred on the San Antonio Project since 2021 and there has not been any ongoing exploration program in respect of the San Antonio Gold Project since then.

For further information regarding the San Antonio Project, please see the technical report titled "NI 43-101 Technical Report for the 2022 Mineral Resource Estimate on the San Antonio Project, Sonora, Mexico", dated July 12, 2022 with an effective date of June 24, 2022 on the Company’s website or under the Company’s issuer profile at www.sedarplus.ca and at www.sec.gov.

Stockpile

In the first quarter of 2022, Sapuchi Minera commenced processing its stockpile inventory through sodium cyanide heap leach pads ("heap leach pad") and carbon-in-column processing plant. The Company realized its first gold sales in July 2022 and generated gold sales totaling 10,478 net ounces in 2022. During the year ended December 31, 2023, Sapuchi Minera sold 3,113 net ounces of gold sold. The Company does not anticipate any production henceforth.

On September 30, 2022, the San Antonio gold project was written down to its net estimated recoverable amount of $35.0 million ($nil net of the stream financing).

2024 Objectives

The San Antonio gold project continues to be in care and maintenance. The Company awaits next steps from the government of Mexico with respect to the permitting process and the status of open pit mining in the country. In addition, the Board of Directors has authorized a strategic review of the San Antonio Project.

7.SUSTAINABILITY ACTIVITIES

The Company views sustainability as a key part of its strategy to create value for its shareholders and other stakeholders.

The Company focuses on the following key areas:

● Promoting the mining industry and its benefits to society;

● Promoting the Company’s values through our three pillars of Sustainability; Good neighbor, Engaged workforce and Environmental stewardship;

● Developing and maintaining strong relationships with First nations, stakeholders, the Federal, Provincial and Municipal governments where the Company has activities and projects;

● Supporting the economic development of regions where it operates;

● Promoting diversity and inclusivity throughout the organization and the mining industry; and

19

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

● Encouraging investee companies and our contractors to adhere to the same areas of focus in sustainability.

The following are a few highlights from each of the projects:

Barkerville

● Positive relationship with Lhtako Dené Nation since 2015. Agreements include engagement protocol (signed in 2016), relationship agreements (2016) and life of project agreement (2020);

● Positive relationship with Xatsull First Nation and with Williams Lake First Nation ("WLFN") since 2016 and 2017 respectively;

● Positive relationship with the District of Wells in British Columbia since 2016 and a Memorandum of Understanding signed in early 2022 to facilitate discussions for a project agreement;

● Open and transparent dialogue with the Ministry of Energy Mines and Low Carbon Innovation and The Ministry of the Environment and Climate Change Strategy to ensure positive relations;

● Installation of a water treatment plant to treat contact water and effluent completed;

● Reclamation work started on the Mosquito Creek old mine site;

● Signature of Collaboration Agreement for the reclamation of the Jack of Clubs Lake mining legacy site with the Crown Contaminated Site Program of the BG Ministry of Forest.

● Initiation of the second Sustainable Workforce Initiative for underground miner training to provide skills training to support a local workforce;

● Funding provided to local organizations within the Wells and Barkerville communities to support various initiatives;

● The Company in partnership with the Lhtako Dené Nation, initiated and is developing a stewardship society focused on the recovery of southern mountain caribou populations around Wells BC and, the enhancement and recovery activities of Bowron River sockeye and chinook salmon runs; and

● On July 5, 2022, The Company and WLFN entered into a participation agreement.

Tintic

● Building positive relationships with the Utah Department of Environmental Quality, Divisions of Air Quality and Water Quality.

● Implementation of environmental management plans for water, storm water and waste management for the Trixie test mine.

● Building positive relationships with many stakeholders and local providers towards the development of the project.

● Submission of the LOM to the Utah Division of Oil, Gas and Mining, the Small Source Exemption for Air Quality to the Division of Air Quality.

Sapuchi Minera

● Reached a long-term agreement with Eijdo San Antonio, one of the primary impacted local communities.

20

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

● An environmental baseline study was completed.

8.FINANCIAL PERFORMANCE

Consolidated statements of loss

The following table presents summarized statements of loss for the three and six months June 30, 2024 and 2023 (in thousands of dollars):

		Three months ended		Six months ended
		June 30,		June 30,
		2024	2023	2024	2023
		$	$	$	$
Revenue	(a)	2,632	10,847	4,399	14,299
Operating expenses
Cost of sales	(a)	(2,704)	(11,407)	(4,678)	(15,814)
Other operating costs	(b)	(6,887)	(3,476)	(15,688)	(14,029)
General and administrative	(c)	(6,356)	(10,548)	(12,371)	(20,544)
Exploration and evaluation		(110)	(233)	(180)	(1,040)
Impairment of assets	(d)	(23)	—	(5,438)	—
Operating loss		(13,448)	(14,817)	(33,956)	(37,128)
Other income, net of other expense	(e)	(14,793)	1,277	(2,005)	(478)
Loss before income taxes		(28,241)	(13,540)	(35,961)	(37,606)
Income tax recovery (expense)		(439)	222	(707)	951
Net loss		(28,680)	(13,318)	(36,668)	(36,655)

(a) For the three and six months ended June 30, 2024, the Company recognized respectively $2.6 million and $4.4 million in revenues for operations at the Trixie test mine. In comparison, the Company recognized $10.8 million and $14.3 million in revenues, respectively for the three and six months ended June 30, 2023, from the sales of recovered gold and silver from its Bonanza Ledge II project, Trixie test mine operations and Sapuchi stockpile project. The costs of sales in relation to the gold and silver sold of $2.7 million and $4.7 million were also recognized in the consolidated statement of loss for the three and six months ended June 30, 2024 (2023 - $11.4 million and $15.8 million, respectively).

(b) For the three and six months ended June 30, 2024, other operating costs amounted to $6.9 million and $15.7 million (2023 - $3.5 million and $14.0 million, respectively). These costs are related to the care and maintenance costs at the Cariboo Project, the Tintic test mine and the San Antonio Project.

(c) General and administrative expenses of $6.4 million for the three months ended June 30, 2024 (2023 - $10.5 million) include $2.4 million of salaries and benefits (2023 - $3.7 million), $0.2 million of share-based compensation expense (2023 - $2.2 million) and $3.8 million of administrative expenses (2023 - $4.6 million) such as insurance fees and legal and other consulting fees. General and administrative expenses of $12.4 million for the six months ended June 30, 2024 (2023 - $20.5 million) include $3.8 million of salaries and benefits (2023 -  $7.2 million), $0.2 million of share-based compensation expense (2023 - $4.2 million) and $8.4 million of administrative expenses (2023 - $9.1 million). The decreases are primarily due to a lower compensation expense related mainly to the reduction of employees compared to the comparative periods and general decrease in activities.

(d) For the six months ended June 30, 2024, an impairment charge of $5.4 million was recorded on certain individual assets at the Trixie test mine and at the Cariboo Gold Project.

21

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

(e) For the three and six months ended June 30, 2024, other expense net of other income amounted to $14.8 million and $2.0 million respectively (2023 – $(1.3) million and $0.5 million, respectively). The amount includes the recognition of the accretion expense net of the change in fair value of the warrant liability and foreign exchange loss related to impact of variation in exchange rates.

9.CASH FLOWS

The following table summarizes the cash flows (in thousands of dollars):

	Three months ended		Six months ended
	June 30,		June 30,
	2024	2023	2024	2023
	$	$	$	$
Cash flows
Operations	(10,907)	(9,533)	(22,142)	(26,000)
Working capital items	(2,340)	(2,196)	(166)	1,432
Operating activities	(13,247)	(11,729)	(22,308)	(24,568)
Investing activities	(9,619)	(22,000)	(16,412)	(45,085)
Financing activities	(1,552)	(1,582)	27,569	50,472
Decrease in cash and cash equivalents before effects of exchange rate changes on cash	(24,418)	(35,311)	(11,151)	(19,181)
Effects of exchange rate on changes on cash and cash equivalents	571	50	1,376	141
Decrease in cash and cash equivalents	(23,847)	(35,261)	(9,775)	(19,040)
Cash and cash equivalents – beginning of period	57,527	122,165	43,455	105,944
Cash and cash equivalents – end of period	33,680	86,904	33,680	86,904

Three months ended June 30, 2024 and 2023

Operating Activities

In Q2 2024 cash flows used in operating activities amounted to $13.2 million compared to $11.7 million in Q2 2023. The increase in cash flows used in operating activities is mainly due to lower revenues and related level of operations at all the sites compared to 2023, including the related impact on items of working capital.

Investing Activities

Cash flows used in investing activities amounted to $9.6 million in Q2 2024 compared to cash flows used in investing activities of $22.0 million in Q2 2023. The decrease is primarily due to the reduction in mining development activities impacting the level of additions in mining interests and property, plant and equipment. In addition, additional proceeds were received from the disposal of other investments.

Financing Activities

The cash flows used in financing activities amounted to $1.6 million in Q2 2024 compared to a similar level of cash flows used in financing activities of $1.6 million in Q2 2023.

22

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Six months ended June 30, 2024 and 2023

Operating Activities

For the six months ended June 30, 2024 cash flows used in operating activities amounted to $22.3 million compared to $24.6 million for the comparative period of 2023. The slight decrease in operating activities is mainly due to lower revenues and related level of operations at all the sites compared to 2023, including the related impact on items of working capital.

Investing Activities

Cash flows used in investing activities amounted to $16.4 million for the six months ended June 30, 2024 compared to cash flows used in investing activities of $45.1 million in 2023. The decrease is primarily due to the reduction in mining development activities impacting the level of additions in mining interests and property, plant and equipment. In addition, additional proceeds were received from the disposal of investments and property, plant and equipment, assets classified as held for sale and other investments.

Financing Activities

The cash flows provided by financing activities amounted to $27.6 million for the first six months of 2024 compared to cash flows provided by financing activities of $50.5 million for the same period of 2023. In 2023, the Company completed a bought deal financing of $51.8 million while in 2024, the Company drawn an amount of US$25.0 million ($33.9 million) under the Credit Facility.

Since the inception of the Company up to the date of this report, a total of $641 million of capital has been raised through brokered and non-brokered private placement financings, stream financings, a bought deal public offering and a credit facility.

9.1.Liquidity and Capital Resources

As at June 30, 2024, the Company has a negative working capital of $29.6 million, which included cash and cash equivalent balance of $33.7 million. The Company also has an accumulated deficit of $548.0 million and incurred a net loss of $36.7 million for the six months ended June 30, 2024. The working capital as at June 30, 2024 will not be sufficient to meet the Company’s obligations, commitments and forecasted expenditures through June 30, 2025. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company’s ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanied unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, expenses and financial position classifications that would be necessary if the going concern assumption was not appropriate. These adjustments could be material. In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. In order to execute on its planned activities, the Company will be required to secure additional financing in the future, which may be completed in several ways including, but not limited to, a combination of selling investments from its existing portfolio, project debt finance, offtake or royalty financing and other capital markets alternatives. However, there can be no assurance that the Company will be able to obtain adequate financings in the future, or at terms favorable to the Company.

Significant variations in the liquidity and capital resources for the three months ended June 30, 2024 are explained under section 9. Cash Flows. The Company is dependent upon raising funds in order to fund future capital expenditures and development programs. See section 13. Risk and Uncertainties of this MD&A for more details.

23

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

10.FINANCIAL POSITION

(in thousands of dollars)	June 30, 2024	December 31, 2023	Variance (%)
	$	$
Cash and cash equivalents	33,680	43,455	(22)%
Restricted Cash	3,373	2,424	39%
Amounts receivable	2,823	3,952	(29)%
Inventories	5,805	7,203	(19)%
Other current assets	6,763	5,307	27%
Assets classified as held for sale	1,095	5,369	(80)%
Total Current Assets	53,539	67,710	(21)%
Investment in associates	12,461	13,034	(4)%
Other investments	9,747	19,393	(50)%
Mining Interests	468,768	451,695	4%
Property, plant and equipment	89,685	97,285	(8)%
Exploration & evaluation	78,769	70,135	12%
Other assets	40,813	44,628	(9)%
Total Assets	753,782	763,880	(1)%
Total Current Liabilities	83,164	57,333	45%
Lease liabilities	490	624	(21)%
Long-term debt	6,832	5,102	34%
Deferred Consideration and contingent payments	7,885	10,545	(25)%
Contract liability	36,336	31,700	15%
Environmental rehabilitation provision	65,412	72,525	(10)%
Total non-current financial liabilities	6,832	5,102	34%
Other non-current liabilities	—	863	(100)%
Total Liabilities	200,119	178,692	12%
Total Equity	553,663	585,188	(5)%
Total Liabilities and Equity	753,782	763,880	(1)%

The Company’s cash and cash equivalents balance on June 30, 2024 decreased from the amount held on December 31, 2023, as described in section 9. Cash Flows.

The decrease in cash and cash equivalents and the disposal of a portion of the equipment classified as assets held for sale explain mainly the decrease in total current assets.

The increase in mining interests is mainly due to the detailed engineering on reclamation work, water treatment, waste management, the expenditures related to the permit application and for the bulk sample at the Cariboo Gold Project. The decrease in property, plant and equipment is mainly related to the impairment charge recorded and described in section 8. Financial Performance as well as depreciation expense for the period. The increase in exploration and evaluation is largely related to the resource estimate and exploration program on the Tintic Project.

Other investments decreased due to the overall change in fair values and partial dispositions of holdings in the Company’s investment portfolio.

The increase in current liabilities is mainly due to the amount drawn on the Credit Facility and the classification of the warrant liability as current liabilities as a consequence of the application of the Amendments to IAS 1 as described in Note 3 to the unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2024.

The decrease in long-term debt is mainly due to a reclassification to short term of a debt that is maturing which is included in current liabilities. Similarly, the decrease in environmental rehabilitation provision is explained by the reclassification to current liabilities in connection with the expected schedule of settlement.

24

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

10.1.Investment in associates and other investments

The Company’s assets include a portfolio of shares, mainly of Canadian publicly traded exploration and development mining companies. The Company may, from time to time and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.

Fair value of marketable securities

The following table presents the carrying value and fair value of the remaining investments in marketable securities (excluding warrants and convertible debt) as at June 30, 2024 and December 31 2023 (in thousands of dollars):

	June 30, 2024		December 31, 2023
	Carrying	Fair	Carrying	Fair
Investments	value(i)	value(ii)	value(i)	value(ii)
	$	$	$	$
Associates	12,461	15,829	13,034	10,192
Other	9,747	9,747	19,393	19,393
	22,208	25,576	32,427	29,585

(i) The carrying value corresponds to the amount recorded on the consolidated statement of financial position, which is the equity method for investments in associates and the fair value for the other investments, as per IFRS 9, Financial Instruments.

(ii) The fair value corresponds to the quoted price of the investments on a recognized stock exchange for the respective period.

Main Investments

The following table presents the main investments of the Company in marketable securities as at June 30, 2024:

	Number of
Company	Shares Held	Ownership
		%
Falco Resources Limited (associate)	46,885,240	17.3

Falco Resources Limited (“Falco”)

Falco's main asset is the Horne 5 gold project, for which the summarized results of an updated feasibility study were released on March 24, 2021. In January 2024, Falco announced that it had entered into an operating license and indemnity agreement (the "OLIA") with Glencore Canada Corporation (“Glencore”) pursuant to which, Glencore granted Falco, subject to terms and conditions contained in the OLIA, a license to utilize a portion of its lands in which Falco will use to develop and operate the Horne 5 gold project.

On July 25, 2024, Falco announced that the Minister of Environment of Quebec had given the mandate to the Office of Public Hearings on the Environment (“BAPE”) to hold an inquiry and a public hearing concerning Falco’s Horne 5 project. The mandate will begin on August 26^th and will have a maximum duration of four months. This is an important milestone for the development of the Horne 5 project. As at June 30, 2024, the Company holds 46,885,240 common shares representing a 17.3% interest in Falco (17.3% as at December 31, 2023). The Company concluded that it exercises significant influence over Falco and accounts for its investment using the equity method.

25

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

10.2.Financings

Current year financing

2024 Credit Facility

On March 1, 2024, the Company, as guarantor, and Barkerville, its wholly owned subsidiary, as borrower, entered into a credit agreement with National Bank of Canada, as lender and administrative agent, and National Bank Financial Markets, as mandated lead arranger and sole bookrunner, in connection with a US$50 million delayed draw term loan. The Credit Facility had an original term of 12 months from the closing date, being February 28, 2025. On June 10, 2024, the Company entered into an amending agreement to the Credit Facility to extend the maturity date of the Credit Facility to October 31, 2025, subject to the Company completing a capital raise of at least US$20 million prior to October 31, 2024. The amendments also provide for the reduction in the mandatory prepayment amount to 50% for the incremental amount of capital raised in excess of US$25 million in respect of certain financings. The Credit Facility will be exclusively used to fund ongoing detailed engineering and pre-construction activities at the Cariboo Gold Project. On the same date, an amount of US$25.0 million ($33.9 million) was drawn under the Credit Facility, net of US$0.7 million ($0.9 million) of fees.

Prior years financings

2023 Bought Deal Public Offering

On March 2, 2023, the Company completed a bought deal public offering of an aggregate of 7,841,850 units of the Company (the "Units") at a price of $6.60 per Unit, for aggregate gross proceeds of approximately $51.8 million (the "Public Offering"), including the full exercise of the over-allotment option. Each Unit is comprised of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant") of the Company.

Each Unit is comprised of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Common Share at a price of $8.55 per Common Share for a period of 36 months following the date hereof, subject to adjustments. The Public Offering was co-led by Eight Capital and National Bank Financial Inc., acting as co-lead underwriters and joint bookrunners, and on behalf of a syndicate of underwriters including BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Canaccord Genuity Corp., Haywood Securities Inc., and PI Financial Corp. (collectively, the "Underwriters"). The Underwriters were paid a cash commission equal to 5% of the gross proceeds of the Offering.

For a breakdown of the Company’s use of proceeds, refer to Summary of Use of Proceeds from Financings below.

2022 Brokered private placement

On March 2, 2022, the Company completed a brokered private placement issuing (i) 9,525,850 brokered units (each, a "Brokered Unit") at a price of $4.45 per Brokered Unit for gross proceeds of $42.4 million and (ii) 13,732,900 brokered subscription receipts (each, a "Brokered Subscription Receipt") at a price of $4.45 per Brokered Subscription Receipt for gross escrowed proceeds of $61.1 million (the "Brokered Private Placement"), each of the numerical values provided on a pre-share consolidation basis.

Each brokered unit is comprised of one common share and one warrant, with each warrant entitling the holder to purchase one additional common share at a price of $22.80 ($7.60 pre-share consolidation) per common share until March 2, 2027, being the date that is 5 years following the closing date of the Brokered Private Placement.

Each Brokered Subscription Receipt entitles the holder to receive one Brokered Unit, upon the satisfaction of the following escrow release conditions (the "Brokered Escrow Release Conditions"):

a) the completion, satisfaction or waiver of all conditions precedent to the Tintic acquisition in accordance with the Tintic definitive agreements and all regulatory approvals;

26

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

b) the Company and the underwriters of the Brokered Private Placement, having delivered a completion notice and direction to TSX Trust Company, as escrow agent in respect of the Brokered Subscription Receipt, in accordance with the terms of the subscription receipt agreement dated March 2, 2023 confirming that the condition set forth in the condition above has been met; and

c) the conditions are met on or before June 15, 2022.

On May 27, 2022, the Company met the Brokered Escrow Release Conditions and the escrowed proceeds of $61.1 million (including accrued interest) were released to the Company.

The total issuance costs related to the Brokered Units amounted to $3.5 million and have been allocated against the common shares and warrants issued.

The fair value of the warrants issued was evaluated using the residual method and were valued at $1.6 million, net of issuance costs.

2022 Non-Brokered private placements

The Company completed three tranches of non-brokered private placements, issuing subscription receipts (each, a "Non-Brokered Subscription Receipt") at a price of US$3.50 per Non-Brokered Subscription Receipt, with (i) the first tranche closed on March 4, 2022 issuing 24,215,099 subscription receipts for gross proceeds of US$84.8 million ($108.1 million) (ii) the second tranche closed on March 29, 2022 issuing 9,365,689 subscription receipts for gross proceeds of US$32.8 million ($41 million), and (iii) the third tranche closed on April 21, 2022 issuing 512,980 subscription Receipts for gross proceeds of US$1.8 million ($2.2 million) (collectively, the "Non-Brokered Private Placement"), each of the numerical values provided on a pre-share consolidation basis.

Each Non-Brokered Subscription Receipt entitles the holder to receive one non brokered unit, upon the satisfaction of the escrow release condition to list the Company’s common shares on the New York Stock Exchange (the "Non-Brokered Escrow Release Condition"). Each non-brokered unit is comprised of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of US$18.00 (US$6.00 pre-share consolidation) per common share until May 27, 2022, being the date that is 5 years from the date of issue of the warrants.

On May 27, 2022, the Company having met the Non-Brokered Escrow Release Condition and regulatory including TSX-V approvals, the escrowed gross proceeds of US$119.4 million (including accrued interest) were released to the Company.

Issuance costs incurred amounted to $2.8 million related to the issuance of Non-Brokered Subscription Receipts are recognized as contributed surplus in the statements of financial position.

2022 OBL Stream

The Company entered into a binding term sheet with Osisko Bermuda Limited ("OBL") for a stream on the metals produced from Tintic for total cash consideration of US$20 million. Under the terms of the Stream, the Company will deliver to OBL 2.5% of all metals produced from Tintic at a purchase price of 25% of the relevant spot metal price. Once 27,150 ounces of refined gold have been delivered, the Stream rate will decrease to 2.0% of all metals produced. Closing of the Stream occurred in the third quarter of 2022 and the proceeds from the Stream are being used to advance the development of Tintic.

27

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Summary of Use of Proceeds from financings

As at June 30, 2024 (in millions of dollars)

	Prior/Current
Description	Disclosure(1)		Actual Spent		Remaining
March 1, 2024 – Credit Facility	$	33.9	$	21.1	$	12.8
Cariboo Gold Project - Detail engineering and pre-construction activities
March 2, 2023 - Bought deal Units(2)
Tintic, Cariboo Gold Project, Corporate G&A & working capital
1. Development and Advancement of Tintic Project
1.1 Infill and exploration drilling on existing resource	$	7.0	$	8.0	$	—
1.2 Regional Drilling	$	7.0	$	7.3	$	—
1.3 Surface geochemical surveys, surface and underground sampling and mapping, GIS compilation sampling and mapping, GIS compilation	$	2.0	$	3.1	$	—
1.4 Operational permits & environmental studies	$	2.7	$	0.8	$	—
1.5 Update mineral resource estimate, metallurgical test work and LIDAR survey	$	0.5	$	0.2	$	—
1.6 Contingencies (10%)	$	1.9	$	—	$	—
1.7 General & Administrative Costs and Working Capital	$	—	$	15.6	$	2.4
2. Development Permitting and Advancement of Cariboo Gold Project
2.1 Pre-permitting and environmental assessment	$	14.5	$	14.1	$	—
2.2 General & Administrative Costs and Working Capital	$	16.2	$	0.3	$	—
Sub-Total	$	51.8	$	49.4	$	2.4
May 27, 2022 – Brokered Subscription Receipts(2)	$	59.7	$	59.7	$	Nil
Corporate G&A & working capital
May 27, 2022 – Non-Brokered Subscription Receipts(2)	$	148.2	$	129.7	$	18.5
Tintic acquisition and other
March 2, 2022 – Brokered Units(2)	$	40.3	$	40.3	$	Nil
Cariboo Gold and San Antonio projects, G&A & working capital

Notes:

(1) Amounts presented are on a gross basis.

(2) The remaining net proceeds as at June 30, 2024 from the Non-Brokered Private Placement Offering is approximately $17.9 million and the Public Offering is equal to approximately $5.9 million. The Company intends to use such remaining net proceeds for the advancement of its mineral assets and corporate general and administrative costs and working capital. As at June 30, 2024, there are no remaining proceeds from the Brokered Private Placement.

11.SUMMARY OF QUARTERLY RESULTS

Selected financial results for the previous quarters reported, which have been derived from the financial statements prepared in accordance with IFRS are shown in the table below (in thousands of dollars, except per share amounts):

	Q2 2024	Q1 2024	Q4 2023	Q3 2023	Q2 2023	Q1 2023	Q4 2022	Q3 2022	Q2 2022
Revenues	2,632	1,767	6,906	10,421	10,847	3,451	19,225	22,791	12,863
Net loss	(28,680)	(7,988)	(138,095)	(7,123)	(13,318)	(23,337)	(64,897)	(103,731)	(1,500)
Net loss per share	(0.34)	(0.09)	(1.64)	(0.08)	(0.16)	(0.30)	(0.86)	(1.37)	(0.03)
Net loss diluted per share	(0.34)	(0.09)	(1.64)	(0.08)	(0.16)	(0.30)	(0.86)	(1.37)	(0.03)

12.TRANSACTIONS BETWEEN RELATED PARTIES

Please refer to details on the related party transactions in Note 31 of the Company’s audited consolidated financial statements for the years ended December 31, 2023 and 2022. No significant changes have occurred during the three and six months ended June 30, 2024.

28

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

13.COMMITMENTS AND CONTRACTUAL OBLIGATIONS

As of June 30, 2024, the Company had the following minimum contractual obligations and commitments (in thousands of dollars):

	Total(1)	Less than 1 year	1-2 years	More than 3 years
Accounts payable and accrued liabilities	27,647	27,647	—	—
Lease obligations	748	258	490	—
Mining equipment financings (principal)	11,838	5,007	6,223	608
Credit Facility (principal)	34,218	34,218	—	—
Deferred consideration(2)	11,307	3,422	4,463	3,422
Contingent payments	1,817	1,817	—	—
Purchase obligations	4,770	4,752	18	—
Capital commitments	4,155	4,155	—	—
Total	96,500	81,276	11,194	4,030

Notes:

(1) The timing of certain capital payments is estimated based on the forecasted timeline of the projects. Certain commitments can be canceled at the discretion of the Company with little or no financial impact.

(2) The deferred consideration obligation of US$8.3 million ($11.3 million) can be settled in cash or by issuing the equivalent number of common shares of the Company at settlement dates.

14.SEGMENTED DISCLOSURE

The Company operates under a single operating segment, being the acquisition, exploration and development of mineral properties. The assets related to the exploration, evaluation and development of mining projects are located in Canada (Barkerville), in Mexico (Sapuchi) and in USA (Tintic), and are detailed as follow as at June 30, 2024 (in thousands of dollars):

Non-Current Assets

	June 30, 2024
	Canada	Mexico	USA	Total
	$	$	$	$
Other assets (non-current)	13,183	20,044	7,586	40,813
Mining interest	408,134	20,075	40,559	468,768
Property, plant and equipment	57,273	11,369	21,043	89,685
Exploration and evaluation assets	3,752	—	75,017	78,769
Total non-current assets (Excluding investments)	482,342	51,488	144,205	678,035

29

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Mining Interests

	Canada	Mexico	USA	Total
	$	$	$	$
Compensation	7,035	5,265	6,354	18,654
Exploration Drilling	65,538	20,445	—	85,983
Consulting Expenditures	73,581	138	869	74,588
Acquisition Cost	258,152	57,038	169,175	484,365
Asset retirement obligation	22,542	11,750	3,835	38,127
Depreciation	6,823	(5,092)	3,022	4,753
Tax Credits	(12,979)	—	—	(12,979)
Impairment of assets	(59,000)	(81,000)	(160,484)	(300,484)
Other	46,442	11,531	17,788	75,761
Total mining interest	408,134	20,075	40,559	468,768

	For the period ended June 30, 2024
	Canada	Mexico	USA	Total
	$	$	$	$
Operating loss
Revenues	132	—	4,267	4,399
Cost of Sales	(125)	—	(4,553)	(4,678)
Other operating costs	(9,025)	(3,609)	(3,054)	(15,688)
General and administrative expenses	(9,564)	(1,199)	(1,608)	(12,371)
Exploration and evaluation	(115)	(65)	—	(180)
Impairment of assets	(4,894)	—	(544)	(5,438)
Operating loss	(23,591)	(4,873)	(5,492)	(33,956)

15.OFF-BALANCE SHEET ITEMS

There are no significant off-balance sheet arrangements, other than contractual obligations and commitments mentioned above.

16. RISKS AND UNCERTAINTIES

The Company’s activities, being the acquisition, exploration, and development of mineral properties in Canada and worldwide, is speculative and involves a high degree of risk. Certain factors, including but not limited to the ones below, could materially affect the Company’s financial condition and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or related to the Company. Refer to the "Cautionary Note Regarding Forward-Looking Information" for more information. The reader should carefully consider these risks as well as the information disclosed herein and, in the Company’s unaudited condensed interim consolidated financial statements and audited consolidated financial statements for the years ended December 31, 2023 and 2022.

The Company’s view of risks is not static, and readers are cautioned that there can be no assurance that all risks to the Company, at any point in time, can be accurately identified, assessed as to significance or impact, managed or effective controlled or mitigated. There can be additional new or elevated risks to the Company that are not described herein.

For a comprehensive discussion of the risk factors that may affect the Company, its business operations and financial performance, refer to the risk disclosure under the heading "Risk Factors" contained in the Company’s annual information form dated March 28, 2024, for the year ended December 31, 2023 (the "AIF"), which disclosure is hereby incorporated by reference herein. The AIF and other publicly filed disclosure regarding the Company, which are available electronically on SEDAR+ (www.sedarplus.ca) and on EDGAR (www.sec.gov) under Osisko Development's issuer profile.

30

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Risks relating to Additional Financing and Dilution

Osisko Development's development and exploration activities are subject to financing risks. At the present time, the Company has exploration and development assets which may generate periodic revenues through test mining but has no mines in the commercial production stage that generate positive cash flows. The Company cautions that test mining at its operations could be suspended at any time. The Company’s ability to explore for and discover potential economic projects, and then to bring them into production, is highly dependent upon its ability to raise equity and debt capital in the financial markets. Any projects that the Company develops will require significant capital expenditures. To obtain such funds, the Company may sell additional securities including, but not limited to, the Company’s shares or some form of convertible security, the effect of which may result in a substantial dilution of the equity interests of the Company’s Shareholders. Alternatively, the Company may also sell a part of its interest in an asset in order to raise capital. There is no assurance that the Company will be able to raise the funds required to continue its exploration programs and finance the development of any potentially economic deposit that is identified on acceptable terms or at all. The failure to obtain the necessary financing(s) could have a material adverse effect on the Company’s growth strategy, results of operations, financial condition and project scheduling.

Risks related to mining operations

Mining operations are and will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources and mineral reserves including unusual or unexpected geological formations and other conditions such as formation pressures, fire, power outages, flooding, explosions, cave-ins, landslides and the inability to obtain suitable machinery, equipment or labour, any of which could result in work stoppages, damage to property, and possible environmental damage that even a combination of careful evaluation, experience and knowledge may not eliminate or adequately mitigate. The Company may be subject to liability for pollution, cave-ins or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material adverse effect on the financial position of the Company.

Major expenditures are required to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which are highly volatile; and governmental regulations, including those relating to prices, taxes, royalties, land tenure, land use, allowable production, importing and exporting of minerals and environmental protection.

Operations Not Supported by a Feasibility Study

Certain operations of the Company including the test mining at Bonanza Ledge II Project and Trixie test mine, have operated without the benefit of a feasibility study including mineral reserves, demonstrating economic and technical viability, and, as a result, there may be increased uncertainty of achieving any particular level of recovery of material or the cost of such recovery. Historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that commercial production will commence, continue as anticipated or at all or that anticipated production costs will be achieved. The failure to commence or continue production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and potential profitability.

Negative Operating Cash Flow

The Company has negative cash flow from operations. As a result of the expected expenditures to be incurred by the Corporation for the development of the Company’s material projects, the Company anticipates that negative operating cash flows will continue until one or both of the Company’s material projects enters commercial production (if at all). There can be no assurance that the Company will generate positive cash flow from operations in the future. The Company will require additional capital in order to fund its future activities for its material projects. To the extent that the Company continues to have negative operating cash flow in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. Furthermore, additional financing, whether through the issue of additional equity and/or debt securities

31

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

and/or project level debt, will be required to continue the development of the  Company’s material projects and there is no assurance that additional capital or other types of financing will be available or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all. Failure to obtain additional financing or to achieve profitability and positive operating cash flows will have a material adverse effect on its financial condition and results of operations.

No Earnings and History of Losses

The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration and test mining programs will result in profitable operations. The Company has not determined whether any of its properties contain economically recoverable reserves of mineralized material and currently has minimal or no revenues from its projects; therefore, the Company does not generate sufficient cash flows from its operations. There can be no assurance that significant additional losses will not occur in the future. The Company’s operating expenses and capital expenditures may increase in future years with advancing exploration, development, and/or production from the Company’s properties. The Company does not anticipate receiving sufficient revenues from operations to offset operational expenditures in the foreseeable future and expects to incur losses until such time as one or more of its properties enters into commercial production and generates sufficient revenues to fund continuing operations. There is no assurance that any of the Company’s properties will eventually graduate to commercial operation. There is also no assurance that new capital will become available, and if it is not, the Company may be forced to substantially curtail or cease operations.

Foreign Exchange Risks

The Company is subject to currency risks. The Company’s functional currency is the Canadian dollar, which is exposed to fluctuations against other currencies. The Company’s activities are located in Canada, Mexico and the U.S.A., and as such many of its expenditures and obligations are denominated in U.S. dollars and Mexican pesos. The Company maintains its principal office in Montreal (Canada), maintains cash accounts in Canadian dollars, U.S. dollars and Mexican pesos and has monetary assets and liabilities in Canadian dollars, U.S. dollars and Mexican pesos.

The Company’s assets and liquidities are significantly affected by changes in the Canadian/U.S. dollar and Canadian/Mexican peso exchange rates. Most expenses are currently denominated in Canadian dollars, U.S. dollars and Mexican pesos. Exchange rate movements can therefore have a significant impact on the Company’s costs. The appreciation of non-Canadian dollar currencies against the Canadian dollar can increase the costs of the Company’s activities.

Risks relating to Taxation Laws

The Company has operations and conducts business in multiple jurisdictions and it is subject to the taxation laws of each such jurisdiction. These taxation laws are complicated and subject to change. The Company may also be subject to review, audit and assessment in the ordinary course. Any such changes in taxation law or reviews and assessments could result in higher taxes being payable or require payment of taxes due from previous years, which could adversely affect the Company’s liquidities. Taxes may also adversely affect the Company’s ability to repatriate earnings and otherwise deploy its assets.

Permits, Licences and Approvals

The operations of the Company require licences and permits from various governmental authorities. The Company believes it holds or is in the process of obtaining all necessary licences and permits to carry on the activities which it is currently conducting under applicable laws and regulations. Such licences and permits are subject to changes in regulations and in various operating circumstances. There can be no guarantee that the Company will be able to obtain all necessary licences and permits that may be required to maintain its mining activities, construct mines or milling facilities and commence operations of any of its exploration properties. In addition, if the Company proceeds to production on any exploration property, it must obtain and comply with permits and licences which may contain specific conditions concerning operating

32

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

procedures, water use, the discharge of various materials into or on land, air or water, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that the Company will be able to obtain such permits and licences or that it will be able to comply with any such conditions.

Mineral resource and mineral reserve estimates have inherent uncertainty

Mineral resource and mineral reserve figures are only estimates. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. While the Company believes that the mineral resource and mineral reserve estimates, as applicable, in respect of properties in which the Company holds a direct interest reflect best estimates, the estimating of mineral resources and mineral reserves is a subjective process and the accuracy of mineral resource and mineral reserve estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting available engineering and geological information. There is significant uncertainty in any mineral resource and mineral reserve estimate and the actual deposits encountered and the economic viability of a deposit may differ materially from estimates. Estimated mineral resources and mineral reserves may have to be re-estimated based on changes in prices of gold or other minerals, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence such estimates. In addition, mineral resources are not mineral reserves and there is no assurance that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

Economics of developing mineral properties

Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that any exploration properties will be commercially mineable.

Should any mineral resources exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercially viable mineral deposit and should be brought into production will depend upon the results of exploration programs, preliminary economic assessment and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (a) costs of bringing a property into production, including exploration and development work, preparation of, if applicable, preliminary economic assessment and production feasibility studies and construction of production facilities; (b) availability and costs of financing; (c) ongoing costs of production; (d) metal prices; (e) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (f) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.

Uninsured Risks and Hazards

Mining is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Such risk and hazards might impact the Company’s business. Consequently, many of the foregoing risks and hazards could result in damage to, or destruction of, the Company’s mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive required regulatory approvals, or costs, monetary losses and potential legal liability and adverse governmental action. Osisko Development may be subject to liability or sustain loss for certain risks and hazards against which it does not or cannot insure or against which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to the Company.

33

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

Fluctuation in market value of Osisko Development Common Shares

The market price of Osisko Development Common Shares is affected by many variables not directly related to the corporate performance of the Company, including the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the Osisko Development Shares in the future cannot be predicted and may cause decreases in asset values, which may result in impairment losses.

17.DISCLOSURE CONTROLS, PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING (ICFR)

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in reports files with the securities regulatory authorities are recorded, processed, summarized and reported in a timely fashion. The disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in such reports is then accumulated and communicated to the Company’s management to ensure timely decisions regarding required disclosure. Management regularly reviews disclosure controls and procedures; however, they cannot provide an absolute level of assurance because of the inherent limitations in control systems to prevent or detect all misstatements due to error or fraud. The Chief Executive Officer and Chief Financial Officer, along with Management, have evaluated and concluded that the Company’s disclosure controls and procedures were effective and appropriately designed as at June 30, 2024.

Management’s Report on Internal Control over Financial Reporting

The Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining internal controls over financial reporting. The Company’s internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Under the supervision of the Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s internal control over financial reporting as of June 30, 2024. In making the assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Chief Executive Officer and Chief Financial Officer, together with Management, have evaluated whether there were changes to the ICFR during the three and six months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR. No such changes were identified through their evaluation. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, believe that internal controls over financial reporting and disclosure controls and procedures, no matter how well designed and operated, have inherent limitations. Therefore, even those systems determined to be properly designed and effective can provide only reasonable assurance that the objectives of the control system are met.

Limitations of Controls and Procedures

Management, including the Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the reality judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

34

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

18.BASIS OF PRESENTATION OF THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Please refer to the basis of presentation and statement of compliance in Note 2 of the Company’s unaudited condensed interim consolidated financial statements for the period ended June 30, 2024.

19.CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates.

Critical accounting estimates and assumptions as well as critical judgments in applying the Company’s accounting policies are detailed in the audited consolidated financial statements for the years ended December 31, 2023 and 2022.

20.FINANCIAL INSTRUMENTS

All financial instruments are required to be measured at fair value on initial recognition. The fair value is based on quoted market prices, unless the financial instruments are not traded in an active market. In this case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the unaudited condensed interim consolidated financial statements for the three months ended June 30, 2024.

Management of Financial Risk

Currency Risk

The Company is exposed to financial risk due to changes in foreign exchange rates. The Company operates in the United States and Canada, and a portion of its expenses are incurred in Canadian dollars. A significant change in the exchange rates between the Canadian dollar relative to the US dollar could have an effect on the Company’s results of operations, financial position and cash flows. The Company has not hedged its exposure to currency fluctuations.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The maximum credit risk the Company is exposed to is 100% of cash and cash equivalents and receivables.

The Company’s cash is held in large Canadian and U.S. financial institutions. The Company does not deem that it has significant credit risk exposure.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient funds to meet its short-term business requirements by taking into account anticipated cash expenditures for its exploration and operational activities. The Company will pursue additional equity, stream or debt financing as required to meet its long-term commitments. There is no assurance that such financing will be available or that it will be available on favorable terms.

35

Osisko Development Corp.	Management’s Discussion and Analysis
For the three and six months ended June 30, 2024

21.TECHNICAL INFORMATION

The scientific, geological, and technical information contained in this MD&A has been reviewed and approved by Daniel Downton P.Geo., Chief Resource Geologist of Osisko Development, and a "qualified person" within the meaning of NI 43-101.

22.SHARE CAPITAL STRUCTURE

As of the date of this MD&A, the following number of common shares of the Company and other securities of the Company exercisable for common shares of the Company are outstanding:

Securities	Common shares on exercise
Common shares	85,438,428
Stock options	5,317,745
RSU’s	1,241,201
DSU’s	577,963
Warrants	26,958,699
Fully diluted share capital	119,534,036

23.APPROVAL

The Board oversees Management's responsibility for financial reporting and internal control systems through its Audit Committee. The Audit Committee meets quarterly with Management and with Company’s independent auditors to review the scope and results of the annual audit and quarterly reviews, respectively, and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board and submitted to the shareholders. The Board has approved the Financial Statements and the disclosure contained in this MD&A as of August 12, 2024.

36

EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Sean Roosen, Chair of the Board and Chief Executive Officer of Osisko Development Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Osisko Development Corp. (the “issuer”) for the interim period ended June 30, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 ICFR – material weakness relating to design: N/A

5.3Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	August 12, 2024
	/s/ Sean Roosen
	Sean Roosen
	Chair of the Board and Chief Executive Officer

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Alexander Dann, Chief Financial Officer and Vice President, Finance of Osisko Development Corp., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Osisko Development Corp. (the “issuer”) for the interim period ended June 30, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in Regulation 52-109 respecting Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control-Integrated Framework (2013) (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2ICFR – material weakness relating to design: N/A

5.3Limitation on scope of design: N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:	August 12, 2024
	/s/ Alexander Dann
	Alexander Dann
	Chief Financial Officer and Vice President, Finance