Osisko Gold Group Inc.
For the period ended Sep 30, 2026. Filed Sep 30, 2026.
View on SEC.govAbout this filing
What a company based outside the US has published at home or sent to its shareholders. It is how many foreign companies share results and news between annual reports.
Sep 30, 2026 · Filed Sep 30, 2026
Use the contents to explore the available documents and sections.
Contents
EX-99.1 · PROVISIONS RELATING TO INITIAL NOTES
PROVISIONS RELATING TO INITIAL NOTES
| 1. | DEFINITIONS |
1.1 Definitions.
For the purposes of this Appendix the following terms shall have the meanings indicated below:
“Definitive Note” means a certificated Note bearing, if required, the appropriate restricted notes legend set forth in Section 2.3(d).
“Depository” means The Depository Trust Company, its nominees and their respective successors.
“Distribution Compliance Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the latest of the Issue Date, the original issue date of the issuance of any Additional Notes and the date on which any such Notes (or any predecessor of such Notes) were first offered to persons other than distributors (as defined in rule 902 of Regulation S) in reliance on Regulation S.
“Initial Purchasers” means (1) with respect to the Notes issued on the Issue Date, BofA Securities, Inc., RBC Capital Markets, LLC, National Bank of Canada Financial Inc., BMO Capital Markets Corp. and Cantor Fitzgerald & Co., (2) with respect to each issuance of Additional Notes, the Persons purchasing such Additional Notes under the related Purchase Agreement.
“non-U.S. Person” means a Person who is not a U.S. Person.
“Notes” means (1) $600,000,000 aggregate principal amount of 9.250% Senior Secured Notes due 2031 issued on the Issue Date and (2) Additional Notes, if any.
“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by the Depository), or any successor Person thereto and shall initially be the U.S. Trustee.
“Purchase Agreement” means (1) with respect to the Notes issued on the Issue Date, the Purchase Agreement dated September 22, 2026, between the Issuer, the Guarantors party thereto and the Representative on behalf of the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement among the Issuer, the Guarantors and the Persons purchasing such Additional Notes.
“QIB” means a “qualified institutional buyer” as defined in Rule 144A.
“Representative” means BofA Securities, Inc. as representative of the Initial Purchasers.
“Rule 144A Notes” means all Notes offered and sold to QIBs in reliance on Rule 144A. “Securities Act” means the Securities Act of 1933, as amended.
“Transfer Restricted Notes” means Notes that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(d) hereto.
1.2 Other Definitions.
| Term | Defined in Section: |
|---|---|
| “Agent Members” | 2.1(b) |
| “Global Notes” | 2.1(a) |
| “Regulation S” | 2.1(a) |
| “Regulation S Global Note” | 2.1(a) |
| “Rule 144A” | 2.1(a) |
| “Rule 144A Global Note” | 2.1(a) |
Annex 1-1
| 2. | THE NOTES. |
2.1 (a)Form and Dating. The Notes will be offered and sold by the Issuer pursuant to a Purchase Agreement. The Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”). Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in fully registered form (collectively, the “Rule 144A Global Note”); and Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more global notes in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the global notes legend and the applicable restricted notes legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depository, duly executed by the Issuer and authenticated by the U.S. Trustee as provided in this Indenture.
Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the U.S. Trustee a written certificate (in a form satisfactory to the Issuer and the U.S. Trustee) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S.
The Rule 144A Global Note and the Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the U.S. Trustee and the Depository or its nominee as hereinafter provided.
(b)Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.
The Issuer shall execute and the U.S. Trustee shall, in accordance with Section 2.2 below and 2.02 of this Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository and (b) shall be delivered by the U.S. Trustee to such Depository or pursuant to such Depository*’*s instructions or held by the U.S. Trustee as custodian for the Depository.
Members of, or participants in the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the U.S. Trustee as the custodian of the Depository or under such Global Note, and the Issuer, the U.S. Trustee and any agent of the Issuer or the U.S. Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the U.S. Trustee or any agent of the Issuer or the U.S. Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.
(c)Definitive Notes. Except as provided in this Section 2.1, 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.
2.2 Authentication. The U.S. Trustee shall authenticate and deliver: (1) on the Issue Date, $600,000,000 aggregate principal amount of 9.250% Senior Secured Notes due 2031 and (2) any Additional Notes for an original issue, in each case, in an aggregate principal amount specified in an Issuer Order pursuant to Section 2.02 of this Indenture. Such Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 3.13 of this Indenture, shall certify that such issuance is in compliance with Section 10.11 of this Indenture.
Annex 1-2
2.3 Transfer and Exchange.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.