Osisko Mining : 2024 – Q1 – Financial Statements

Condensed interim consolidated financial statements

For the three-month periods ended March 31, 2024 and 2023

Presented in Canadian dollars

(Unaudited)

Table of Contents

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	3
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY	5
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO FINANCIAL STATEMENTS
1)	Reporting entity	7
2)	Basis of presentation	7
3)	Tax recoverable	8
4)	Marketable securities	8
5)	Investment in associates	9

6) Investment in joint venture …….…………………………………………………………………………………... 9

7)	Property, plant and equipment	10
8)	Exploration and evaluation assets	10
9)	Deferred share unit and restricted share unit plans	10
10)	Convertible debenture	11
11)	Income taxes	11
12)	Capital and other components of equity	12
13)	Expenses	14
14)	Related party transactions	15
15)	Other receivables	15
16)	Long-term receivables and advances	15
17)	Commitments	16
18)	Subsequent events	16

Condensed Interim Consolidated Statements of Financial Position (Tabular amounts express in thousands of Canadian dollars) (Unaudited)

		March 31,		December 31,
As at		2024		2023
Assets
Current assets
Cash and cash equivalents	$	300,566	$	340,188
Restricted cash		1,100		1,100
Other receivables (note 15)		5,232		10,460
Tax recoverable (note 3)		1,588		1,427
Marketable securities (note 4)		15,760		18,031
Other assets		676		659
Total current assets		324,922		371,865
Non-current assets
Long-term receivables and advances (note 6 and 16)		277,357		277,225
Investment in associates (note 5)		39,146		36,095
Investment in joint venture (note 6)		556,696		528,789
Property, plant and equipment (note 7)		820		889
Exploration and evaluation assets (note 8)		11,303		7,250
Total non-current assets		885,322		850,248
Total assets	$	1,210,244	$	1,222,113
Liabilities
Current liabilities
Accounts payable and accrued liabilities	$	7,318	$	8,114
Current lease liabilities		269		263
Total current liabilities		7,587		8,377
Non-current liabilities
Flow-through premium liability (note 12(a))		6,298		10,254
Non-current lease liabilities		657		726
Share-based payment liability (note 9)		15,003		13,857
Convertible debenture (note 10)		127,993		124,796
Deferred tax liability (note 11)		69,610		68,647
Total non-current liabilities		219,561		218,280
Total liabilities		227,148		226,657
Equity
Share capital (note 12(a))		929,477		938,032
Contributed surplus (note 12(d))		69,479		68,767
Warrants (note 12(e))		9,865		9,865
Equity component of convertible debenture (note 10)		15,852		15,852
Accumulated other comprehensive loss		(5,961)		(6,429)
Accumulated deficit		(35,616)		(30,631)
Total equity attributed to equity owners of the Corporation		983,096		995,456
Total liabilities and equity	$	1,210,244	$	1,222,113

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

Commitments (note 17)

Subsequent events (note 18)

3

Condensed Interim Consolidated Statements of Comprehensive Loss

(Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited)

		Three months ended
		March 31,		March 31,
For the period ended		2024		2023
Expenses/(income)	$	5,210	$	7,453
Compensation expense (note 13 and 14)
General and administration expenses (note 13 and 14)		991		1,458
General exploration expenses		21		-
Flow-through premium income (note 12(a))		(3,956)		(1,817)
Gain from marketable securities (note 4 and 13)		(1,444)		(1,382)
Fair value loss on convertible debenture (note 10)		3,833		3,741
Loss from disposition of property, plant and equipment (note 7)		-		10
Other income		(136)		(6)
Operating loss		4,519		9,457
Finance income		(4,572)		(1,430)
Finance expense		2,031		1,949
Net finance (income)/expense		(2,541)		519
Share of loss/(gain) of associate (note 5)		1,108		(439)
Share of loss of joint venture (note 6)		1,093		-
Loss before tax		4,179		9,537
Deferred income tax expense/(recovery) (note 11)		806		(1,715)
Net loss	$	4,985	$	7,822
Change in fair value of convertible debenture attributable to the change in		(636)		1,036
credit risk (note 10)
Income tax effect		168		(275)
Other comprehensive (income)/loss		(468)		761
Comprehensive loss	$	4,517	$	8,583
Basic and diluted loss per share (note 12(b) and (c))	$	0.01	$	0.02
Weighted average number of shares (note 12(b))		371,288,489		361,684,226
Diluted weighted average number of shares (note 12(c))		371,288,489		361,684,226

The accompanying notes are an integral part of these condensed interim consolidated financial statement

4

Condensed Interim Consolidated Statements of Changes in Equity (Tabular amounts express in thousands of Canadian dollars) (Unaudited)

	Number of		Share Capital		Warrants		Contributed		Equity		Accumulated		Deficit and		Total
	Shares						Surplus		Component of		Other		Accumulated
									Convertible	Comprehensive		Deficit
									Debenture		Income/(Loss)
Balance January 1, 2024	372,897,760	$	938,032	$	9,865	$	68,767	$	15,852	$	(6,429)	$	(30,631)	$	995,456
Loss for the period	-		-		-		-		-		-		(4,985)		(4,985)
Other comprehensive income for the period	-		-		-		-		-		468		-		468
Stock-based compensation (note 12(d) and 13)	-		-		-		727		-		-		-		727
Issuance of shares upon exercise of stock options (note 12(a) and (d))	8,333		37		-		(15)		-		-		-		22
Shares issued for services received	269,554		658		-		-		-		-		-		658
Shares repurchased under normal course issuer bid (note 12(a))	(3,534,400)		(9,261)		-		-		-		-		-		(9,261)
Deferred tax asset (note 11)	-		11		-		-		-		-		-		11
Balance March 31, 2024	369,641,247	$	929,477	$	9,865	$	69,479	$	15,852	$	(5,961)	$	(35,616)	$	983,096
	Number of		Share Capital		Warrants		Contributed		Equity		Accumulated		Deficit and		Total
	Shares						Surplus		Component of		Other		Accumulated
									Convertible	Comprehensive		Deficit
									Debenture		Income
Balance January 1, 2023	347,382,435	$	869,597	$	-	$	68,171	$	15,852	$	629	$	(254,015)	$	700,234
Loss for the period	-		-		-		-		-		-		(7,822)		(7,822)
Other comprehensive loss for the period	-		-		-		-		-		(761)		-		(761)
Stock-based compensation (note 12(d) and 13)	-		-		-		302		-		-		-		302
Private Placement	4,568,051		15,700		-		-		-		-		-		15,700
Private Placement	32,260,000		84,795		9,865		-		-		-		-		94,660
Shares repurchased under normal course issuer bid	(115,100)		(396)		-		-		-		-		-		(396)
Deferred tax asset (note 11)	-		1,444		-		-		-		-		-		1,444
Balance March 31, 2023	384,095,386	$	971,140	$	9,865	$	68,473	$	15,852	$	(132)	$	(261,837)	$	803,361

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

5

Condensed Interim Consolidated Statements of Cash Flows (Tabular amounts express in thousands of Canadian dollars) (Unaudited)

		March 31,		March 31,
For the period ended		2024		2023
Cash flows provided by/(used in) operating activities
Loss for the period	$	(4,985)	$	(7,822)
Adjustments for:
Gain from marketable securities (note 4 and 13)		(1,444)		(1,382)
Share of loss of joint venture (note 6)		1,093		-
Share of loss/(income) of associates (note 5)		1,108		(439)
Depreciation (note 7)		69		71
Accretion on asset retirement obligation		-		60
Loss from disposition of property, plant and equipment (note 7)		-		10
Flow-through premium income (note 12(a))		(3,956)		(1,817)
Stock-based compensation (note 9, 12(d) and 13)		3,556		5,699
Vesting of restricted share units (note 9)		(1,683)		-
Deferred income tax expense/(recovery) (note 11)		806		(1,715)
Fair value loss on convertible debentures (note 10)		3,833		3,741
Interest expense on lease liabilities and convertible debenture (note 10)		1,844		1,852
Finance income		(4,572)		(1,430)
		(4,331)		(3,172)
Change in items of working capital:
Change in taxes recoverable (note 3)		(161)		34,951
Change in other receivables (note 15)		5,479		11,195
Change in other assets		(17)		(83)
Change in accounts payable and accrued liabilities		(3,426)		(4,556)
Net cash (used in)/provided by operating activities		(2,456)		38,335
Cash flows provided by/(used in) investing activities
Finance income		4,189		740
Acquisition of marketable securities (note 4)		(7,130)		(1,013)
Proceeds on disposition of marketable securities (note 4)		8,762		859
Acquisition of Vior Inc. equity investment (note 5)		(2,076)		-
Investment in long-term receivables and advances (note 16)		-		(24,000)
Investment in joint venture (note 6)		(29,000)		-
Acquisition of property, plant and equipment (note 7)		-		(7,623)
Addition to exploration and evaluation assets (note 8)		(2,589)		(41,999)
Net cash used in by investing activities		(27,844)		(73,036)
Cash flows provided by/(used in) financing activities
Repayment of lease liabilities		(83)		(221)
Net cash received from private placements (note 12(a))		-		121,963
Cash received from exercise of stock options (note 12(d))		22		-
Net cash used in repurchasing shares under normal course issuer bid (note 12(a))		(9,261)		(396)
Net cash (used in)/provided by financing activities		(9,322)		121,346
(Decrease)/increase in cash and cash equivalents		(39,622)		86,645
Cash and cash equivalents, beginning of period		340,188		62,904
Cash and cash equivalents, end of period	$	300,566	$	149,549

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

6

Notes to Condensed Interim Consolidated Financial Statements For the three-month periods ended March 31, 2024 and 2023

(Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited)

1) Reporting entity

Osisko Mining Inc. ("Osisko" or the "Corporation") is a Canadian Corporation domiciled in Canada and was incorporated on February 26, 2010 under the Business Corporations Act (Ontario). The address of the Corporation's registered office is 155 University Ave, Suite 1440, Toronto, Ontario, Canada. The Corporation is primarily in the business of acquiring, exploring, and developing precious mineral deposits in Canada.

The business of acquiring, exploring, and developing precious mineral deposits involves a high degree of risk. Osisko is in the exploration stage and is subject to risks and challenges similar 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 regulations; 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 successful. The underlying value of the mineral 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 exploration and evaluation assets.

2) Basis of preparation

a) Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with IFRS Accounting Standards applicable to the preparation of interim financial statements, under International Accounting Standard 34, Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"), 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 with the Corporation's audited annual consolidated financial statements and notes thereto for the year ended December 31, 2023.

These condensed interim consolidated financial statements were authorized for issuance by the Corporation's board of directors (the "Board of Directors') on May 1, 2024.

b) Material accounting policies

The significant accounting policies followed in these condensed interim consolidated financial statements are consistent with those applied in the Corporation's audited annual consolidated financial statements for the year ended December 31, 2023.

c) Changes in IFRS accounting policies and future accounting pronouncements

Certain pronouncements were issued by the IASB or the International Financial Reporting Interpretations Committee that are mandatory for accounting years beginning on or after January 1, 2024. They are not applicable or do not have a significant impact on the Corporation.

d) 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 and the reported amounts of assets and liabilities, income, and expenses.

7

Notes to Condensed Interim Consolidated Financial Statements For the three-month periods ended March 31, 2024 and 2023

(Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited)

2) Basis of preparation (continued)

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 and for the year ended December 31, 2023.

e) Functional and presentation currency

These financial statements are presented in Canadian dollars (tables in thousands of Canadian dollars), which is Osisko's functional currency.

3) Tax recoverable

As at March 31, 2024, tax recoverable consists of sales tax recoverable and refundable tax credits. Sales tax recoverable consists of harmonized sales taxes, goods and services tax, and Québec sales tax receivable from Canadian taxation authorities. The refundable tax credits relate to eligible exploration and evaluation expenditures (note 8) incurred in the Province of Québec.

4) Marketable securities

The Corporation holds shares and warrants in various public and private companies. During the three-month period ended March 31, 2024, these shares and warrants were fair valued, and this resulted in a net change in unrealized gain of $1,123,000 (2023 - $982,000). The Corporation sold shares during the three-month period ended March 31, 2024, which resulted in a realized gain of $321,000 (2023 - $400,000).

The shares in the various public companies are classified as FVTPL and are recorded at fair value using the quoted market price as at March 31, 2024, and are therefore classified as level 1 within the fair value hierarchy. The warrants in the various public companies are classified as FVTPL and are recorded at fair value using a Black-Scholes option pricing model not using observable inputs and are therefore classified as level 3 within the fair value hierarchy.

The following table summarizes information regarding the Corporation's marketable securities as at March 31, 2024:

		March 31,
As at		2024
Balance, beginning of period	$	18,031
Additions		7,130
Disposals		(8,762)
Transfer to investment in associates (note 5)		(2,083)
Realized gain		321
Net change in unrealized gain		1,123
Balance, end of period	$	15,760

8

Notes to Condensed Interim Consolidated Financial Statements For the three-month periods ended March 31, 2024 and 2023

(Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited)

5) Investment in associates

On March 30, 2024, Osisko filed an early warning report in respect of its holdings in Vior Inc ('Vior"). Management determined that Osisko had significant influence over the decision-making process of Vior and has therefore classified its investment in Vior using the equity basis of accounting. Vior is a mineral resource company focused on the exploration and development of its gold properties located in Canada. Vior's head office is located in Canada, and it is a public company listed on the TSX Venture Exchange. The trading price of Vior's common shares on March 31, 2024 was $0.145 per share which corresponds to a quoted market value of $4,484,000 for the Corporation's investment in Vior. The equity accounting for Vior is based on the results to March 31, 2024.

O3 Mining Inc. ("O3 Mining") is a mineral resource company focused on the exploration and development of its gold properties located in Canada. O3 Mining's head office is located in Canada, and it is a public company listed on the TSX Venture Exchange. The trading price of O3 Mining's common shares on March 31, 2024 was $1.43 per share which corresponds to a quoted market value of $26,157,000 for the Corporation's investment in O3 Mining. As at March 31, 2024, O3 Mining's business outlook, financial health, future cash flows and volatility of the investment led management to conclude that the current market value does not indicate an impairment as it does not reflect the value of the asset. The equity accounting for O3 Mining is based on the results to March 31, 2024.

The Corporation's investment relating to its associates as of March 31, 2024 are detailed as follows:

		O3 Mining		Vior		Total
Balance, December 31, 2023	$	36,095	$	-	$	36,095
Transfers from marketable securities (note 4)		-		2,083		2,083
Cash investment in associate		-		2,076		2,076
Share of loss for the period		(1,108)		-		(1,108)
Balance, March 31, 2024	$	34,987	$	4,159	$	39,146

6) Investment in joint venture

On May 2, 2023, Osisko entered into a 50/50 joint venture with an affiliate of Gold Fields Limited ("Gold Fields") for the Windfall Project located between Val-d'Or and Chibougamau in Québec, Canada. The joint venture was formed as a partnership called "Windfall Mining Group" (the "Partnership") and includes the Windfall Project and the surrounding Urban Barry and Quévillon exploration properties. The joint venture has equal representation from both Osisko and Gold Fields in the governance arrangements.

Osisko and Gold Fields have joint control, and the joint venture is structured as a separate vehicle and Osisko has a residual interest in the net assets of the Partnership. Accordingly, Osisko has classified its interest in the Partnership as a joint venture. The equity accounting for the Partnership is based on the financial results of the Partnership to March 31, 2024.

The Corporation's investment relating to the investment in joint venture as of March 31, 2024 are detailed as follows:

	Windfall Mining Group
Balance, December 31, 2023	$	528,789
Cash investment in joint venture		29,000
Share of loss for the period		(1,093)
Balance, March 31, 2024	$	556,696

9

Notes to Condensed Interim Consolidated Financial Statements For the three-month periods ended March 31, 2024 and 2023

(Tabular amounts express in thousands of Canadian dollars, except per share and share amounts) (Unaudited)

7) Property, plant and equipment

The following table summarizes information regarding the Corporation's property, plant and equipment as at March 31, 2024:

			Cost		March 31, 2024	Accumulated depreciation
		Opening	Additions/		Closing		Opening				Closing
Class		balance	transfers		balance		balance	Depreciation		balance	Net book value
Computer Equipment	$	690	-	$	690	$	586	$	8	$	594	$	96
Office Equipment		190	-		190		157		3		160		30
Office Buildings		1,843	-		1,843		1,093		58		1,151		692
Exploration Equipment		336	-		336		334		-		334		2
Automobiles		53	-		53		53		-		53		-
Total	$	3,112	-	$	3,112	$	2,223	$	69	$	2,292	$	820

8) Exploration and evaluation assets

The following table summarizes information regarding the Corporation's exploration and evaluation assets as at March 31, 2024:

		December 31,				March 31,
		2023		Additions		2024
Phoenix	$	7,099	$	4,053	$	11,152
Other		151		-		151
Total exploration and evaluation assets	$	7,250	$	4,053	$	11,303

9) Deferred share unit and restricted share unit plans

Deferred share units ("DSU") can be granted to non-executive directors and restricted share units ("RSU") 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 five-dayvolume-weighted average price from 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 represents 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 March 31, 2024:

	Number of DSUs	Number of RSUs
Outstanding at December 31, 2023	2,729,668	5,250,000
Granted	403,207	1,100,000
Exercised	-	(650,000)
Forfeited	-	(30,000)
Outstanding at March 31, 2024	3,132,875	5,670,000

During the three-month period ended March 31, 2024, 403,207 DSUs were issued to directors, 28,207 of which were issued in lieu of directors' fees. The weighted average fair value of the DSUs granted was $2.54 per DSU initially at the closing price of the common shares of the Corporation on the date of grant. The DSUs vest immediately on the date of grant.

10