Financial statements
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OSISKO METALS Condensed Interim Consolidated Financial Statements For the three and six - month periods ended June 30 , 2026 and 2025 Presented in Canadian dollars ( Unaudited )
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Table of Contents CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ...................................................................... 3 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS/(INCOME) ............................................... 4 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ....................................................................... 5 CONSOLIDATED STATEMENTS OF CASH FLOWS .................................................................................... 6 NOTES TO FINANCIAL STATEMENTS 1) Reporting entity ............................................................................................................................................ 7 2) Basis of preparation ..................................................................................................................................... 7 3) Taxes recoverable ....................................................................................................................................... 8 4) Marketable securities ................................................................................................................................... 8 5) Exploration and evaluation assets ............................................................................................................... 9 6) Investment in joint venture …….…………………………………………………………………………………. 11 7) Convertible debenture ................................................................................................................................ 11 8) Asset retirement obligation ........................................................................................................................ 13 9) Deferred share unit and restricted share unit plans ................................................................................... 14 10) Income taxes ............................................................................................................................................ 14 11) Capital and other components of equity .................................................................................................. 15 12) Expenses ................................................................................................................................................. 18 13) Related party transactions ....................................................................................................................... 18 14) Deposits ................................................................................................................................................... 18 15) Commitments ........................................................................................................................................... 18 16) Subsequent events .................................................................................................................................. 19
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Consolidated Statements of Financial Position (Tabular amounts express in thousands of Canadian dollars) (Unaudited) 3 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Commitments (note 15) Subsequent events (note 16) On behalf of the Board: (Signed) “Keith McKay” (Signed) “John Burzynski” Keith McKay, Director John Burzynski, Executive Chairman As at Assets Current assets Cash and cash equivalents 102,721$ 79,791 $ Other receivables 13 37 Tax recoverable (note 3) 6,564 5,711 Marketable securities (note 4) 2,316 3,508 Other assets 557 251 Total current assets 112,171 89,298 Non-current assets Deposits (note 14) 1,828 1,828 Investment in joint venture (note 6) 78,060 77,687 Property, plant and equipment 980 1,008 Exploration and evaluation assets (note 5) 119,603 106,493 Total non-current assets 200,471 187,016 Total assets 312,642$ 276,314 $ Liabilities Current liabilities Accounts payable and accrued liabilities 7,769$ 7,002 $ Current asset retirement obligation (note 8) 552 478 Current lease liabilities 313 304 Convertible debenture (note 7) 232,108 90,625 Flow-through premium liability (note 11(a)) 1,088 - Total current liabilities 241,830 98,409 Non-current liabilities Non-current lease liabilities 602 760 Share-based payment liability (note 9, 12 and 13) 17,125 4,585 Asset retirement obligation (note 8) 3,698 3,808 Deferred tax liability (note 10) 10,218 8,728 Total non-current liabilities 31,643 17,881 Total liabilities 273,473 116,290 Equity Share capital (note 11(a)) 286,290 245,199 Contributed surplus (note 11(d)) 21,257 20,632 Warrants (note 11(e)) 7,081 10,832 Accumulated deficit (275,459) (116,639) Total equity attributed to equity owners of the Corporation 39,169 160,024 Total liabilities and equity 312,642$ 276,314 $ June 30, 2026 December 31, 2025
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Consolidated Statements of Comprehensive Loss/(Income) (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 4 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Three months ended Six months ended For the period ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Expenses/(income) Compensation expense (note 12 and 13) 9,259$ 2,331 $ 16,892 $ 5,735 $ General and administration expenses (note 12) 1,004 894 1,855 1,566 Flow-through premium income (note 11(a)) (907) (4,009) (1,009) (5,271) (Gain)/loss on marketable securities (note 4 and 12) (998) (234) (654) 354 Loss/(gain) on foreign exchange (note 7) 3,108 (3,121) 4,680 (3,166) Operating loss/(income) 11,466 (4,139) 21,764 (782) Fair value loss/(gain) on convertible debenture (note 7) 69,962 (2,709) 132,607 5,827 Other finance income (721) (810) (1,283) (1,406) Other finance expense 2,235 2,270 4,360 4,343 Net finance expens e/(income) 71,476 (1,249) 135,684 8,764 Share of loss of joint venture (note 6) 63 298 127 438 Loss/(income) before tax 83,005 (5,090) 157,575 8,420 Current income tax recovery (note 10) (151) (176) (244) (176) Deferred mining tax expense (note 10) 1,277 4,470 1,489 4,470 Net loss /(income) and comprehens ive los s/(income) 84,131 $ (796) $ 158,820$ 12,714 $ Basic loss per share (note 11(b)) 0.11$ - $ 0.22$ 0.02 $ Weighted average number of s hares (note 11(b)) 750,409,180 609,766,674 734,024,870 609,664,106 Diluted loss per share (note 11(c)) 0.11$ - $ 0.22$ 0.02 $ Diluted weighted average number of s hares (note 11(c)) 750,409,180 699,441,674 734,024,870 609,664,106
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Consolidated Statements of Changes in Equity (Tabular amounts express in thousands of Canadian dollars) (Unaudited) 5 The accompanying notes are an integral part of these condensed interim consolidated financial statements. Number of Shares Share Capital Warrants Contributed Surplus Deficit and Accumulated Deficit Total Balance, January 1, 2026 683,496,947 245,199 $ 10,832 $ 20,632 $ (116,639)$ 160,024 $ Net loss and comprehensive loss for the period - - - - (158,820) (158,820) Stock-based compensation (note 11(d), 12 and 13) - - - 1,014 - 1,014 Issuance of shares upon exercise of stock options (note 11(a) and (d)) 2,200,833 1,186 - (389) - 797 Issuance of shares upon exercise of warrants (note 11(a) and (e)) 65,049,877 28,013 (3,751) - - 24,262 Private Placement (note 11(a)) 11,812,000 11,892 - - - 11,892 Balance, June 30, 2026 762,559,657 286,290 $ 7,081 $ 21,257 $ (275,459)$ 39,169 $ Number of Shares Share Capital Warrants Contributed Surplus Deficit and Accumulated Deficit Total Balance, January 1, 2025 609,550,180 210,330 $ 11,095 $ 19,558 $ (70,076) $ 170,907 $ Net loss and comprehensive loss for the period - - - - (12,714) (12,714) Stock-based compensation (note 11(d), 12 and 13) - - - 704 - 704 Issuance of shares upon exercise of warrants (note 11(a) and (e)) 385,450 155 (21) - - 134 Balance, June 30, 2025 609,935,630 210,485 $ 11,074 $ 20,262 $ (82,790) $ 159,031 $
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Consolidated Statements of Cash Flows (Tabular amounts express in thousands of Canadian dollars) (Unaudited) 6 The accompanying notes are an integral part of these condensed interim consolidated financial statements. For the six-month period ended June 30, 2026 June 30, 2025 Cas h flows provided by/(us ed in) operating activities Loss for the period $ (158,820) $ (12,714) Adjustments for: (Gain)/loss from marketable securities (note 4 and 12) (654) 354 Share of loss of joint v enture (note 6) 127 438 Depreciation expense 148 84 Asset retirement obligation expense (note 8) (75) (63) Accretion on asset retirement obligation (note 8) 69 68 Flow-through premium income (note 11(a)) (1,009) (5,271) Stock-based compensation (note 9, 11(d), 12 and 13) 12,996 2,230 Deferred mining tax expense (note 10) 1,489 4,470 Fair value loss on convertible debenture (note 7) 132,607 5,827 Unrealized foreign exchange loss/(gain) on convertible debenture (note 7) 4,680 (3,163) Interest expense on convertible debenture (note 7) 4,196 3,530 Interest expense on lease liability 27 14 Finance income (1,283) (1,406) (5,502) (5,602) Change in items of working capital: Change in taxes recov erable 97 (1,246) Change in other receiv ables 24 372 Change in other assets (306) (446) Change in accounts payable and accrued liabilities (2,070) 1,058 Net cash used in operating activities (7,757) (5,864) Cash flows provided by/(used in) investing activities Finance income 1,283 1,406 Proceeds on disposition of marketable securities (note 4) 1,846 30 Inv estment in joint v enture (note 6) (500) - Acquisition of property, plant and equipment (120) - Addition to exploration and evaluation assets (note 5) (10,653) (11,730) Net cash used in investing activities (8,144) (10,294) Cash flows provided by/(used in) financing activities Repayment of lease liabilities (176) (89) Share issue expense on priv ate placements (note 11(a)) - (983) Net cash receiv ed from priv ate placements (note 11(a)) 13,948 - Cash receiv ed from exercise of warrants (note 11(a) and (e)) 24,262 134 Cash receiv ed from exercise of stock options (note 11(d)) 797 - Net cash provided by/(used in) financing activities 38,831 (938) Increase/(decrease) in cash and cash equivalents 22,930 (17,096) Cash and cash equivalents, beginning of period 79,791 101,656 Cash and cash equivalents, end of period 102,721 $ 84,560 $
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 7 1) Reporting entity Osisko Metals Incorporated and its subs idiaries (collectively, “Osisko” or th e “Corporation”) is a Canadian corporation domiciled in Canada and was incorporated on May 10, 2000 under the Business Corporations Act (Alberta). The address of the Corporation’s head office is 155 University Avenue, Suite 1440, Toronto, Ontario, Canada. The Corporation is primarily in the business of acquiring, exploring, and developing base metals deposits in Canada. The business of acquiring, exploring, and developing mineral de posits involves a high degree of risk. Osisko is in the exploration stage and is subject to risks and challenges simila r to companies in a comparable stage. These risks include, but are not limited to, the challenges of securing adequate capital, exploration, development, and operational risks inherent in the mining industry; changes in government policies and r egulations; the ability to obtain the necessary environmental permitting; challenges in future profitable production or Osisko’s ability to dispose of its interest on an advantageous basis; as well as global economic and commodity price volatility; all of which are uncertain. There is no assurance that Osisko’s funding initiatives will continue to be su ccessful. The underlying value of the mi neral properties is dependent upon the existence and economic recovery of mineral reserves and is subject to, but not limited to, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of mineral properties and deferred exploration. 2) Basis of preparation Statement of compliance These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting, and are presented in thousands of Canadian dollars. These condensed interim consolidated financial statements do not include all of the disclosures required for annual financial statements and therefore should be read in conjunction wi th the Corporation’s audited annual consolidated financial statements and notes thereto for the year ended December 31, 2025. These condensed interim consolidated financial statements were authorized for issuance by the Corporation’s board of directors (the “Board of Directors’) on August 6, 2026. Going Concern These 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. As at June 30, 2026, the Corporation had a cash balance of $102,721,000 (December 31, 2025 - $79,790,000) and negative working capital of $129,659,000 (December 31, 2025 - $9,111,000) . Current liabilities included the Convertible Debenture of $232,108,000, which was subsequently converted into securities of the Corporation (note 7), resulting in no cash outflow. In assessing the Corporation's ability to continue as a going concern, consideration was giv en to the conversion of the Convertible Debenture, Corporation's cash balance and its budgeted expenditures and commitments. The Corporation is an exploration mining entity, has not generated revenues from current operations and is dependent on management’s ability to secure additional financing in the future. The assessment of the going concern assumption involves judgement as it relies on the management’s estimation of future cash flows for a period which is at least, but not limited to, twelve months from the financial statement date.
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 8 2) Basis of preparation (continued) Changes in IFRS accounting policies and future accounting pronouncements Certain pronouncements were issued by the International Ac counting Standards Board or the International Financial Reporting Interpretations Committee that are mandatory for accounting years beginning on or after January 1, 2026. For details, refer to the Corporation’s audited annual consolidated financial statements and notes for the year ended December 31, 2025. Use of critical estimates and judgements The preparation of these condensed interim consolidated financial statements requires management to make judgements, estimates, and assumptions that affect the application of accounting policies a nd the reported amounts of assets and liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In preparing these condensed interim consolidated financial statements, the significant judgements and estimates made by management in applying the Corporation’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at December 31, 2025. 3) Taxes recoverable As of June 30, 2026, tax recoverable consists of sales tax recoverable and refundable tax credits. Sales tax recoverable consists of harmonized sales taxes, goods and services ta x, and Québec sales tax receivable from Canadian taxation authorities. The refundable tax credits relate to eligible ex ploration and evaluation expenditu res (note 5) incurred in the Province of Québec. 4) Marketable securities The Corporation holds shares and warrants in various public companies. During the three and six-month periods ended June 30, 2026, changes in the fair value of these shares and warrants resulted in a net change of $998,000 and $654,000, respectively (2025 – $235,000 and $353,000). The following table summarizes information regarding the Corporation’s marketable securities as at June 30, 2026: As at June 30, 2026 December 31, 2025 Balance, beginning of period 3,508 $ 1,929 $ Additions - 500 Disposals (1,846) (30) Realized gain 1,385 8 Net change in unrealized (loss)/gain (731) 1,101 Balance, end of period 2,316$ 3,508 $
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 9 5) Exploration and evaluation assets The following table summarizes information regarding the Corpor ation’s exploration and evaluation assets as at June 30, 2026: During the six-month period ended June 30, 2026, exploration and evaluation asset expenditures included in accounts payable and accrued liabilities were $5,565,000 (2025 – $2,687,000). a) Gaspé Copper On March 25, 2022, the Corporation signed a binding term sheet with Glencore (together, with the Corporation, the “Parties”), with respect to a purchase agreement (the “Purchase Agreement”), which, if entered into, would provide Osisko with an option (the “Gaspé Option”) to acquire a 100% interest in the Gaspé Copper Project located near Murdochville, Québec. The Gaspé Option granted to Osisko the exclusive right to acquire a 100% interest in the Gaspé Copper Project, subject to the following terms: • Incurring drilling costs of $5 million to test oxidation le vels within the mineralization that surrounds Mount Copper and providing a letter indicating its intent to exercise the Gaspé Option by June 30, 2022; and • Completing all necessary due diligence inquiries and negotiating any outstanding matters by the Parties. Effective June 30, 2022, the Parties agreed to extend the time for exercise of the Gaspé Option. On July 11, 2022, Osisko announced it entered into definitive documentation with Glencore for the Gaspé Option granted to the Corporation to acquire the Gaspé Copper Project (the Gaspé Transaction”). In addition, the Corporation provided notic e of its exercise of the Gaspé Option to Glencore. On July 14, 2023, Osisko closed the Gaspé Transaction. In connection with this transaction: • Glencore was issued a US$25 million senior secured conver tible debenture (note 7) of the Corporation which is convertible into units of Osisko at a price of $0.40 per unit (each, a “Unit”), comprised of one Common Share and one-half Warrant. On July 13, 2026, Glencore exercised its right to convert the Convertible Debenture into securities of the Corporation in accordance with its terms (note 16). • Glencore retained a 1% net smelter return (“NSR”) royalty on the historical Mount Copper open pit and a 3% NSR royalty on all other minerals extracted from the Gaspé Copper Project. • Osisko will make a cash payment of US$20 million to Glencore upon the commencement of commercial production at the Gaspé Copper Project, which will be included in the cost of the Mine once it becomes payable. • The Corporation was required to incur a total of $55 million in exploration, development and environmental expenditures, including permitting expenditures, over a period of four years, which commenced on March 25, 2022, and this requirement has been fulfilled. • Osisko entered into an offtake agreement with Glencore to purchase 100% of the concentrates produced at the Gaspé Copper Project. December 31, 2025 Additions June 30, 2026 Gaspé Copper 103,602$ 12,906 $ 116,508 $ Popelogan - 73 73 New Brunswick Properties 2,891 131 3,022 106,493$ 13,110 $ 119,603 $ Total exploration and evaluation assets
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 10 5) Exploration and evaluation assets (continued) a) Gaspé Copper (continued) • The Parties entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which Glencore has been granted certain investor rights, provided that it maintains certain ownership thresholds in the Corporation. Among other things, the Investor Rights Agreement provides Glencore with the right to designate one director for appointment to the Board, participation rights in future equity is suances, piggyback registration rights and the right to maintain its pro-rata position in Osisko. • Assumption of environmental rehabilitation obligations in favor of the Minister of Natural Resources and Forests (“MNRF”) for $5.3 million and a deposit in guarantee to the Town of Murdochville for $767,000. b) Popelogan Project A and B (The “Popelogan Project”) Popelogan Project A On January 9, 2026, the Corporation entered into an option agreement (the "Project A Agreement") with Mr. Gilles Gallant and Mrs. Huguette Gallant, as the optionors, with an effective date of May 1, 2026 (the "Project A Effective Date") for 100% of the right, title and interest in the Popelogan Project A located in New Brunswick, Canada (the "Project A Option"). Osisko agreed to pay $600,000 in cash and incur minimum work expenditures of $2,500,000 over a four-year period, commencing on the Project A Effective Date. Osisko may accelerate the payment of the cash payments, an d the incurring of exploration work expenditures in order to acquire a 100% interest in the Popelogan Project A in a shorter period. Upon Osisko having earned a 100% interest in the Popelogan Project A in accordance with the provisions of the Project A Agreement, Osisko shall grant to the optionors an aggregate 2.0% NSR. Osisko shall have the right at any time to purchase half of the NSR (1%) for a purchase price of $1,000,000 upon providing written notice to the optionors of such purchase. At Osisko's election, Osisko may provide written notice of th e termination of the Project A Option to the optionors at any time, provided that such notice is delivered at least 30 days prior to an anniversary date of the Project A Agreement. Popelogan Project B On April 20, 2026, the Corporation entered into an option agreem ent (the "Project B Agreement") with Prospect Or Corp., as the optionor, with an effective date of June 1, 2026 (the "Project B Effective Date") for 100% of the right, title and interest in the Popelogan Project B located in New Brunswick, Canada (the "Project B Option"). Osisko agreed to pay $200,000 in cash and incur minimum work expenditures of $750,000 over a four-year period, commenci ng on the Project B Effective Date. Osisko may accelerate the payment of the cash payments, an d the incurring of exploration work expenditures in order to acquire a 100% interest in the Popelogan Project B in a shorter period. Upon Osisko having earned a 100% interest in the Popelogan Project B in accordance with the provisions of t he Project B Agreement, Osisko shall grant to the optionor an aggregate 2.0% NSR. Osisko shall have the right at any time to purchase half of the NSR (1%) for a purchase price of $1,000,000 upon providing written notice to the optionor of such purchase. At Osisko's election, Osisko may provide written notice of the termination of the Project B Option to the optionor at any time, provided that such notice is delivered at least 30 days prior to an anniversary date of the Project B Agreement. During the six-month period ended June 30, 2026, the Corporation has commenced a field study on the Popelogan Project A and Popelogan Project B properties.
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 11 5) Exploration and evaluation assets (continued) c) New Brunswick Properties New Brunswick Properties owned by the Corporation, including Gilmour South, Key Anacon, Canadian Continental, Mount Fronsac, and others, are subject to or partially subject to a NSR royalty (the “OR Royalty”) with OR Royalties Ltd (“OR’’). On October 12, 2017, the Corporation entered into an agreem ent with OR whereby OR acquired a 1% NSR royalty, including on future acquisitions within a one-kilometer radius of existing holdings, on nearly all of Osisko’s projects within both New Brunswick and Quebec for a cash consideration of $5 million. OR has rights of fi rst refusal on future royalty or metal stream sales from existing or newly acquired properties by Osisko. 6) Investment in joint venture The following table summarizes information regarding the Corporation's investment in Pine Point Mining Limited (“PPML”) as at June 30, 2026: 7) Convertible debenture On July 14, 2023, Osisko acquired the Gaspé Copper Projec t from Glencore (note 5(a)) and in connection with this transaction issued a $32.9 million (US$25 million) senior secured convertible debenture (the “Convertible Debenture”). The Convertible Debenture is denominated in US Dollars with a te rm of 36 months and carries a semestrial coupon interest payment of 4% plus the greater between the 6-month Term SOFR and 2.5%. The Convertible Debenture includes the following material conversion and settlement options available to the holder: General conversion option: The holder of the Convertible Debenture, at any time before maturity, can convert the outstanding principal amount into Units for $0.40 per Unit based on the sp ot exchange rate at the time of a conv ersion. Each Unit comprises one Common Share and one-half Warrant. The Warrant can be used to subscribe one Common Share at an exercise price of $0.46 per Common Share until July 14, 2026. Interest repayment option: Annually, the Corporation has an option to pay the interest in (i) cash; or (ii) subject to TSX approval, by capitalizing interest and adding it to the principal, which would then be converted into Units at the Corporation’s share price determined at the anniversary on which such interest become payable. Redemption option: The Convertible Debenture also includes redemption mechanisms at the option of the holder in the event of a change of control or an event of default. PPML Balance, December 31, 2025 77,687$ Cash investment in joint venture 500 Share of loss for the period (127) Balance, June 30, 2026 78,060$
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 12 7) Convertible debenture (continued) The Convertible Debenture is secured against all of the pr esent and after acquired property of the Corporation in an aggregate principal amount of $50 million. The Convertible Debent ure represents a hybrid financial instrument with an embedded derivative requiring separation. The debt host portion (t he “Host”) of the instrument is classified at amortized cost, whereas the conversion option (the “Embedded Derivative”) is classified as fair value through profit and loss (“FVTPL”). The following table summarizes information regarding the Corporation’s Convertible Debenture as at June 30, 2026: The following table summarizes the assumptions used for the valuation of the Convertible Debenture’s embedded derivative as at June 30, 2026: The fair value of the Embedded Derivative, which is a Level 3 measurement, was determined using a valuation model which required the use of significant unobservable inputs. *Holding all other variables constant Host (Amortized cost) Embedded Derivative (FVTPL) Amount Balance, December 31, 2025 40,893 $ 49,732 $ 90,625 $ Interest accretion 4,196 - 4,196 Change in fair v alue - 132,607 132,607 Foreign exchange 1,634 3,046 4,680 Balance, June 30, 2026 46,723 $ 185,385 $ 232,108 $ June 30, As at 2026 Time to maturity 0.04 years Share price 1.79$ Foreign exchange rate 1.42$ Volatility 61.56% Risk-free interest rate (based on government bonds) 3.70% Credit spread 14.46% June 30, Relative Sensitivity* 2026 change Observable inputs: Share price 1.79 $ +/- 10% + 25,510 $ - 25,166$ Foreign exchange rate 1.42 $ +/- 5% + 9,124 $ - 9,394$ Unobservable inputs: Expected volatility 61.56% +/- 10% + 109 $ - 118$ Credit spread 14.46% +/- 1% + 11 $ -1 2$
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 13 7) Convertible debenture (continued) On July 13, 2026, Glencore exercised its right to convert the Convertible Debenture into securities of the Corporation in accordance with its terms. The initial principal amount under the Convertible Debenture, together with all capitalized and uncapitalized, unpaid and accrued interest thereunder, was converted into units of the Corporation. Each Unit consisted of one common share of the Corporation and one-half of one common share purchase warrant of the Corporation. In connection with the conversion: (i) 88,962,500 units of the Corporation (the "Units"), eac h consisting of one Common Share and one-half of one warrant (each whole warrant, a "Principal Warrant"), were issued upon conversion of the outstanding principal amount of the Convertible Debenture at a conversion price of $0.40 per Unit, resulting in the issuance of 88,962,500 Common Shares and 44,481,250 Principal Warrants; and (ii) 6,862,444 Units, each consisting of one Common Share and one-half of one warrant (each whole warrant, an "Interest Warrant"), were issued upon conversion of accrued and unpaid interest on the Convertible Debenture at a conversion price of $1.58 per Unit, resulting in the issuance of 6,862,444 Commo n Shares and 3,431,222 Interest Warrants. Each Interest Warrant entitles the holder to acquire one Common Share at an exercise price of $1.68 per Common Share. Glencore subsequently elected to exercise all of the Principal Warrants on a cashless basis at an exercise price of $0.46 per Common Share, resulting in the issuance of an aggregate of 32,301,860 Common Shares to Glencore. 8) Asset retirement obligation The following table summarizes the Corporation’s asset retirement obligation as at June 30, 2026: As at June 30, 2026, the Corporation's asset retirement oblig ation consisted of a current portion of $552,000 (2025 – $478,000) and a non-current portion of $3,698,000 (2025 – $3,808,000). The following are the assumptions used to estimate the provision for the asset retirement obligation: Amount Balance, December 31, 2025 4,286$ Settlement of liabilities (75) Accretion expense 69 Change in estimate (30) Balance, June 30, 2026 4,250$ June 30, As at 2026 Total undiscounted value of payments 4,653$ Weighted average discount rate 3.38% Expected life 17 years Inflation rate 2.00%
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 14 9) Deferred share unit and restricted share unit plans In January 2025, Osisko established a Deferred Share Unit (“DSU”) plan and a Restricted Share Unit (“RSU”) plan. Under the plans, the DSUs can be granted to non-executive direct ors and RSUs can be granted to executive officers and key employees, as part of their long-term compensation package, entitling them to receive the payout in cash, shares, or a combination of both. Should the payout be in cash, the cash value of the payout would be determined by multiplying the number of DSUs and the RSUs vested at the payout date by the closing price of the Corporation's shares on the day prior to the payout date. Should the payout be in shares, each RSU and each DSU re present an entitlement to one common share of the Corporation. The following table summarizes information regarding the Corporation’s outstanding and exercisable DSUs and RSUs as at June 30, 2026: During the six-month period ended June 30, 2026, 1,028,776 DSUs were issued to certain independent directors, of which 108,776 were issued in lieu of directors’ fees. The weighted average fair value of the DSUs granted was $1.19 per DSU, initially measured at the closing price of the common shares of the Corporati on on the date of grant. The DSUs vest immediately on the date of grant. During the six-month period ended June 30, 2026, 3,085,000 RSUs were issued to certain executive directors, officers and key employees. The weighted average fair value of the RSUs granted was $1.00 per RSU, initially measured at the closing price of the common shares of the Corporation on the date of grant. The RSUs vest on the third anniversary date from the date of grant. On June 30, 2026, the share-based payment liability related to each DSU and RSU of the Corporation was re-measured to fair value at the Corporation’s closing share price of $1.79. The combined total expense recognized for RSUs and DSUs for the three and six-month periods ended June 30, 2026 was $7,134,000 and $12,540,000, respectively (2025 – $428,000 and $1,628,000), from which an expense of $291,000 and $476,000, were capitalized to exploration and evaluation assets (2025 - $33,000 and $63,000). 10) Income taxes The following table outlines the composition of the income tax expense between current and deferred tax: Deferred tax assets and liabilities have been offset where they relate to income taxes levied by the same taxation authority and the Corporation has the legal right and intent to offse t. Deferred tax assets are recognized when the Corporation concludes that sufficient positive evidence exists to demonstrate that it is probable that a deferred tax asset will be realized. Number of DSUs Number of RSUs Outstanding at December 31, 2025 2,048,985 12,500,000 Granted 1,028,776 3,085,000 Outstanding at June 30, 2026 3,077,761 15,585,000 June 30, June 30, For the period ended 2026 2025 Current income tax recov ery (244)$ (176)$ Deferred mining tax expense 1,489 4,470 Income tax expens e 1,245$ 4,294 $
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 15 11) Capital and other components of equity a) Share capital On February 3, 2026, the Corporation completed a private placement of 11,812,000 common shares of the Corporation at a price of $1.27 per common share for an aggregate of $15 million. Each common share qualifies as “flow-through shares” within the meaning of the Income Tax Act (Canada) and the Ta xation Act (Québec). The flow-through shares were issued at a premium of $0.19 per share to the fair value of the Corpor ation’s common shares on the day of issue, resulting in the recognition of a flow-through premium liability of $2.2 million on initial recognition. The liability is reduced on a prorated basis as the required expenditures are incurred, with t he reduction recognized as flow-through premium income. The transaction costs amounted to $989,000 and have been netted against the gross proceeds on closing. As at June 30, 2026, share issue costs included in accounts payable and accrued liabilities were $nil (2025 – $221,000). During the six-month period ended June 30, 2026, a total of 65,049,877 warrants (2025 – 385,450) were exercised for gross proceeds of $24,262,000 (2025 - $134,000) in exchange for the issuance of 65,049,877 common shares (2025 – 385,450) of the Corporation. During the three and six-month periods ended June 30, 2026, flow-through premium income of $907,000 and $1,009,000, respectively (2025 – $4,009,000 and $5,271,000) was recogniz ed relating to the flow-thr ough shares issued by the Corporation. b) Basic loss per share The calculation of basic loss per share for the three and six-month periods ended June 30, 2026 and 2025 was based on the loss attributable to common shareholders and a basic weighted average number of common shares outstanding, calculated as follows: c) Diluted loss per share For the three and six-month periods ended June 30, 2026 and six-month period ended June 30 2025, the Corporation incurred a net loss, therefore all outst anding convertible debenture, stock options and warrants have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive. The calculation of diluted loss per share for the thre e-month period ended June 30, 2025 was based on the income attributable to common shareholders, adjusted for gain on ch ange in fair value of convertible debenture, and a basic weighted average number of common shares outstanding, adjusted for the effect of convertible debenture. Three months ended Six months ended For the period ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Common shares outstanding, at beginning of the period 738,349,405 609,560,630 683,496,947 609,550,180 Weighted average number of common shares issued during the period 12,059,775 206,044 50,527,923 113,926 Basic weighted average number of common shares 750,409,180 609,766,674 734,024,870 609,664,106 Loss/(earnings) attributable to owners of the Corporation 84,131 $ (796) $ 158,820$ 12,714 $ Ba sic loss pe r sha re 0.11$ - $ 0.22 $ 0.02 $
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 16 11) Capital and other components of equity (continued) c) Diluted loss per share (continued) All outstanding stock options, warrants, RSUs, and DSUs have been excluded from the calculation of diluted loss per share since the effect would be anti-dilutive. d) Contributed surplus Stock options can be granted to directors, officers, employees, and consultants of the Corporation as part of their long-term compensation package. The stock options may vest at the discretion of the board of directors and are exercisable for up to 5 years from the date of grant. The following table summarizes the stock option transactions for the period ended June 30, 2026: During the six-month period ended June 30, 2026, 4,835,000 st ock options (2025 – 400,000) we re issued to directors, management and key employees of the Corporation at an exercise price of $0.93 (2025 – $0.38) for a period of 5 years. The options have been fair valued at $0.57 per option (2025 – $0.19) using the Black-Scholes option-pricing model. One third of these options vest on the first anniversary from the date of grant, with the remaining thirds each vesting on the second and third anniversaries from the date of grant. During the six-month period ended June 30, 2026, a total of 2,200,833 (2025 – nil) stock options were exercised for gross proceeds of $796,000 (2025 - nil) in exchange for the issuance of 2,200,833 (2025 – nil) common shares of the Corporation. The weighted average exercise price was $0.36 (2025 – nil) per option and the weighted average quoted share price of the Corporation’s common shares at the dates of exercise was $1.16 (2025 – nil) per share. The total recognized expense for stock options for the three and six-month periods ended June 30, 2026 was $565,000 and $1,014,000, respectively (2025 – $351,000 and $704,000), from which $44,000 and $82,000, respectively (2025 – $21,000 and $38,000), was capitalized to exploration and evaluation assets. Three months ended Six months ended For the period ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Basic weighted average number of common shares (note 11(b)) 750,409,180 609,766,674 734,024,870 609,664,106 Effect of dilutive convertible debenture - 89,675,000 - - Diluted weighted average number of common shares 750,409,180 699,441,674 734,024,870 609,664,106 (Earnings)/loss attributable to owners of the Corporation (note 11(b)) 84,131 (796) 158,820 12,714 Gain on change in fair value of convertible debenture, net of interest expense and foreign exchange - 4,058 - - Loss attributable to owners of the Corporation 84,131 $ 3,262 $ 158,820$ 12,714 $ Diluted loss per share 0.11$ -$ 0.22 $ 0.02 $ Number of stock options Weighted-average exercise price Outstanding at December 31, 2025 23,776,501 0.27 $ Granted 4,835,000 0.93 Exercised (2,200,833) 0.36 Expired (20,000) 0.44 Outstanding at June 30, 2026 26,390,668 0.38 $
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 17 11) Capital and other components of equity (continued) d) Contributed surplus (continued) The following table summarizes the weighted average assumptions used for the valuation of the stock options issued during the six-month period ended June 30, 2026: The following table summarizes information regarding the Cor poration’s outstanding and exercisable stock options as at June 30, 2026: e) Warrants The following table summarizes the transactions pertaining to the Corporation’s outstanding warrants for the six-month period ended June 30, 2026. These warrants are exercisable at one warrant for one common share of the Corporation: For the period ended June 30, 2026 Fair value at grant date 0.57$ Share price at grant date 1.03$ Exercise price 0.93$ Expected v olatility 59% Dividend yield 0.0% Option life (weighted average life) 5 years Risk-free interest rate (based on government bonds) 2.90% Range of exercis e prices per s hare ($) Weighted-average remaining years of contractual Life Number of stock options outstanding Weighted- average exercis e price ($) Weighted-average remaining years of contractual life Number of stock options exercis able Weighted- average exercis e price ($) 0.16 to 0.25 2.4 3,462,334 $0.20 2.3 2,683,995 $0.21 0.26 to 0.29 3.5 14,933,334 $0.26 3.5 4,866,658 $0.26 0.30 to 1.74 3.4 7,995,000 $0.70 1.3 2,768,332 $0.33 0.16 to 1.74 3.3 26,390,668 $0.38 2.6 10,318,985 $0.26 Options outstanding Options exercisable Number of warrants Weighted-average exercise price Outstanding at December 31, 2025 178,441,027 0.36$ Exercised (65,049,877) 0.37 Outstanding at June 30, 2026 113,391,150 0.36 $
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 18 12) Expenses The following table summarizes information regarding the Corporation’s expenses for the three and six-month periods ended June 30, 2026 and 2025: 13) Related party transactions The following table summarizes remuneration attributable to key management personnel for the three and six-month periods ended June 30, 2026 and 2025: 14) Deposits Deposits related to the environmental rehabilitation provision include deposits and a surety bond which are used as collateral for possible rehabilitation activities at the Gaspé Copper Pr oject. Reclamation deposits are expected to be released once this property is restored to satisfactory conditions, or as released under the surety bond agreement. As they are restricted from general use, they are included under Deposits on the condensed interim consolidated statements of financial position. 15) Commitments As of June 30, 2026, the Corporation has the following flow-through funds to be spent by December 31, 2027: Three months ended Six months ended For the period ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Compens ation expens es Stock-based compensation expense (note 9 and 11(d)) 7,364 $ 724 $ 12,996$ 2,230 $ Salaries and benefits (note 13) 1,895 1,607 3,896 3,505 Total compens ation expens es 9,259$ 2,331 $ 16,892 $ 5,735 $ General and administration expenses Shareholder and regulatory expense 326 $ 159 $ 612 $ 322 $ Travel expense 215 299 364 437 Professional fees 216 250 431 487 Office expense 247 186 448 320 Total general and administration expense s 1,004$ 894 $ 1,855 $ 1,566 $ Marketable s ecurities Realized gain from marketable securities (note 4) (902) - $ (1,385)$ (8) $ Net change in unrealized (gain)/loss from marketable securities (note 4) (96) (234) 731 362 Total marketable s ecurities (gain)/los s (998)$ (234) $ (654) $ 354 $ Three months ended Six months ended For the period ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 Salaries expense of key management 650$ 525 $ 1,300$ 1,050$ Directors' fees 51 34 102 80 Stock-based compensation expense 6,363 610 11,295 2,009 Total 7,064 $ 1,169 $ 12,697 $ 3,139 $ Closing Date of Financing Province Deadline for spending Remaining Flow-through Funds February 03, 2026 Québec December 31, 2027 7,783$ Total 7,783$
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Notes to Condensed Consolidated Financial Statements For the three and six-month periods ended June 30, 2026 and 2025 (Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited) 19 16) Subsequent events As at August 6, 2026, a total of 4,373,077 warrants (excluding the Principal Warrants (note 7)) were exercised for gross proceeds of $1,536,000 in exchange for the issuance of 4,373,077 common shares of the Corporation.