Osisko Gold Royalties LTD Form F-10 Filed 2019-06-25

SECURITIES AND EXCHANGE COMMISSION

FORM F-10 Registration statement for securities of certain Canadian issuers under the Securities Act of 1933

Filing Date: 2019-06-25 SEC Accession No. 0001047469-19-003848

(HTML Version on secdatabase.com)

FILER Osisko Gold Royalties LTD Mailing Address Business Address 1100 AVENUE DES 1100 AVENUE DES CIK:1627272| IRS No.: 000000000 | State of Incorp.:A8 | Fiscal Year End: 1231 CANADIENS-DE-MONTREAL CANADIENS-DE-MONTREAL Type: F-10 | Act: 33 | File No.: 333-232320 | Film No.: 19916919 SUITE 300 SUITE 300 SIC: 1040 Gold and silver ores MONTREAL A8 H3B 2S2 MONTREAL A8 H3B 2S2 514-940-0670

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on June 25, 2019 Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM F-10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Form F-10 OSISKO GOLD ROYALTIES LTD (Exact name of registrant as specified in its charter) Québec, Canada (Province or other jurisdiction of incorporation or organization) 1040 (Primary Standard Industrial Classification Code Number, if applicable) Not applicable (I.R.S. Employer Identification No., if applicable) 1100 avenue des Canadiens-de-Montréal Suite 300, Montreal, Québec H3B 2S2 Tel: (514) 940-0670 (Address and telephone number of Registrant's principal executive offices) C T Corporation System 28 Liberty Street New York, New York 10005 Tel: (212) 894-8940 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

André Le Bel Adam M. Givertz Sander A.J.R. Grieve Jason Comerford Osisko Gold Royalties Ltd Paul, Weiss, Rifkind, Bennett Jones LLP Osler, Hoskin & 1100 avenue des Canadiens- Wharton & Garrison LLP 3400 One First Canadian Place Harcourt LLP de- Toronto-Dominion Centre P.O. Box 130 620 Eighth Avenue, Montréal, Suite 300 77 King Street West, Suite 3100 Toronto, Ontario 36th Floor Montreal, Québec Toronto, Ontario Canada, M5X 1A4 New York, New York 10018 Canada, H3B 2S2 Canada, M5K 1J3 (416) 777-4826 (212) 867-5800 Tel: (514) 940-0670 Tel: (416) 504-0520 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Province of Québec, Canada (Principal jurisdiction regulating this offering) It is proposed that this filing shall become effective (check appropriate box below): upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the A. o United States and Canada).

B. ý at some future date (check the appropriate box below):

1. o pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than 7 calendar days after filing).

pursuant to Rule 467(b) on ( ) at ( ) (designate a time 7 calendar days or sooner after filing) because the securities 2. o regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ( ).

pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities 3. o regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

4. ý after the filing of the next amendment to this Form (if preliminary material is being filed). If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box. o CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum Title of Each Class of Securities Amount to be Amount of Offering Price per Aggregate Offering to be Registered Registered Registration Fee Common Share Price(1)

Common Shares, no par value N/A(1) N/A(1) US$87,158,500 US$10,564

(1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). There are being registered under this Registration Statement such indeterminate number of common shares of the Registrant as shall have an aggregate offering price not to exceed US$87,158,500, based on a proposed maximum aggregate offering price of Cdn$115,000,000. U.S. dollar amounts are calculated based on the Bank of Canada daily average rate of US$0.7579 =Cdn$1.00 on June 24, 2019.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS I-1

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED JUNE 25, 2019 PRELIMINARY SHORT FORM PROSPECTUS Secondary Offering June 25, 2019

OSISKO GOLD ROYALTIES LTD $ · · Common Shares This short form prospectus qualifies the distribution (the "Offering") of · common shares (the "Common Shares" or the "Offered Shares") of Osisko Gold Royalties Ltd ("Osisko" or the "Corporation") to be sold by Betelgeuse LLC (the "Selling Shareholder"), a Delaware limited liability company, at a price of $ · per Common Share (the "Offering Price"), representing gross proceeds of $ · to the Selling Shareholder. The Corporation will not be entitled to any of the proceeds from the sale of the Offered Shares offered by this short form prospectus. All of the expenses incurred in connection with the Offering, the Concurrent Share Repurchase (as defined below) and the Concurrent Investment Disposition will be paid by the Selling Shareholder. The Corporation will not be receiving any of the proceeds of the Offering. See "Plan of Distribution", "Use of Proceeds" and "Selling Shareholder". The Offered Shares are being offered pursuant to an underwriting agreement dated June · , 2019 (the "Underwriting Agreement") between the Corporation, the Selling Shareholder and CIBC World Markets Inc. and BMO Nesbitt Burns Inc. (together, the "Lead Underwriters") together with · (collectively, together with the Lead Underwriters, the "Underwriters"). The Offering Price was determined based on arm's length negotiations between the Selling Shareholder and the Lead Underwriters, on behalf of the Underwriters, with reference to the prevailing market prices of the issued and outstanding Common Shares. See "Plan of Distribution". The outstanding Common Shares, including the Offered Shares, are listed and posted for trading on the Toronto Stock Exchange (the "TSX") and the New York Stock Exchange (the "NYSE") under the trading symbol "OR". On June 24, 2019, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSX and the NYSE was $15.07 and US$11.45, respectively. On June 24, 2019, the last trading day prior to the date of this short form prospectus, the closing price of the Common Shares on the TSX and the NYSE was $15.07 and US$11.45, respectively. In connection with the Offering, the Corporation has agreed to repurchase for cancellation · Common Shares from the Selling Shareholder (the "Concurrent Share Repurchase"). The purchase price per Common Share to be paid by Osisko under the Concurrent Share Repurchase will be the same as the Offering Price, and the aggregate purchase price of approximately $ · will be satisfied by a combination of cash in the amount of approximately $ · , including proceeds of $ · from the sale to separate entities managed by an affiliate of the Selling Shareholder of all of the common shares of Victoria Gold Corp. ("Victoria") (the "Victoria Gold Disposition") and Dalradian Resources Inc. ("Dalradian") (the "Dalradian Resources Disposition") currently held by Osisko (together, the "Concurrent Investment Disposition"), and through the transfer of equity securities of exploration and development companies currently held by Osisko (the "Transferred Securities"), including all of the common shares of Aquila Resources Inc. ("Aquila"), Ascot Resources Ltd. ("Ascot"), Highland Copper Company Inc. ("Highland Copper") and TerraX Minerals Inc. ("TerraX"), in addition to certain other equity securities, currently held by Osisko. The Concurrent Share Repurchase is expected to be completed shortly following the date of this short form prospectus with respect to · Common Shares, representing Common Shares acquired in exchange for the Transferred Securities and with the proceeds from the Dalradian Resources Disposition (the "Initial Repurchase"), and shortly after the Initial Repurchase with respect to · Common Shares, representing Common Shares acquired with the proceeds from the Victoria Gold Disposition. Completion of the Victoria Gold Disposition is conditional upon receipt of approval under the Competition Act (Canada) (the "Competition Act"). Completion of the Offering is conditional on the Concurrent Share Repurchase having occurred, other than the portion of the Concurrent Share Repurchase being funded using proceeds from the Victoria Gold Disposition. If the Victoria Gold Disposition is not completed, this would result in the Corporation only purchasing · Common Shares having an aggregate purchase price of $ · pursuant to the Initial Repurchase, unless the Corporation would determine to complete such second portion of the Concurrent Share Repurchase and fund same through alternative arrangements, which are not guaranteed to be available. The Concurrent Share Repurchase and the Concurrent Investment Disposition are expected to be completed following the date of this short form prospectus, subject to customary closing conditions, including the receipt of approval under the Competition Act in the case of the Victoria Gold Disposition. See "Recent DevelopmentsConcurrent Share Repurchase" and "Risk Factors".

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Immediately following the completion of the Concurrent Share Repurchase, and after giving effect to the Offering, but before giving effect to any exercise of the Over-Allotment Option (as defined herein), the Selling Shareholder will have beneficial ownership and control over · Common Shares, representing approximately · % of the outstanding Common Shares (or · Common Shares, representing approximately · % of the outstanding Common Shares if the Over-Allotment Option is exercised in full). If the portion of the Concurrent Share Repurchase being funded using proceeds from the Victoria Gold Disposition is not completed, after giving effect to the other portion of the Concurrent Share Repurchase and the Offering, but before giving effect to any exercise of the Over-Allotment Option, the Selling Shareholder will have beneficial ownership and control over · Common Shares, representing approximately · % of the outstanding Common Shares (or · Common Shares, representing approximately · % of the outstanding Common Shares if the Over-Allotment Option is exercised in full). This Offering is made by a Canadian issuer that is permitted, under the multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this short form prospectus in accordance with Canadian disclosure requirements. Purchasers of the Offered Shares should be aware that such requirements are different from those of the United States. Financial statements incorporated herein by reference have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS"), and may be subject to foreign auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. Purchasers of the Offered Shares should be aware that the acquisition of the Offered Shares may have tax consequences both in the United States and in Canada. Such consequences for purchasers who are resident in, or citizens of, the United States or who are resident in Canada may not be described fully herein. Purchasers of the Offered Shares should read the tax discussion contained in this short form prospectus with respect to the Offered Shares and consult their own tax advisors. See "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations". The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Corporation is incorporated under the laws of a province of Canada, that most of its officers and directors are not residents of the United States, that some or all of the underwriters or experts named herein are not residents of the United States, and that a substantial portion of the assets of the Corporation and said persons are located outside the United States. See "Enforceability of Civil Liabilities".

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED SHARES NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SHORT FORM PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Price: $ · per Offered Share

Net Proceeds to Underwriters' Price to the Public Selling Fee(1)(2) Shareholder(2)(3)

Per Offered Share $· $· $·

Total Offering $· $· $·

Notes: (1) In consideration for the services rendered by the Underwriters in connection with the Offering, the Selling Shareholder has agreed to pay the Underwriters a cash commission equal to · % (the "Underwriters' Fee") of the gross proceeds of the Offering (including, for greater certainty, on any exercise of the Over- Allotment Option (as defined herein)). See "Plan of Distribution".

(2) The Selling Shareholder has granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part in the sole discretion of the Underwriters at any time on or prior to the 30th day from and including the Closing Date, to purchase up to · Common Shares (the "Over- Allotment Shares"), at the Offering Price, to cover over-allocations, if any, and for market stabilization purposes. The grant of the Over-Allotment Option is qualified by this short form prospectus. The Over-Allotment Option may be exercised by the Underwriters to acquire Over-Allotment Shares at a price of $ · per Over-Allotment Share. A person who acquires securities forming part of the Underwriters' over-allocation position acquires those securities under this short form prospectus regardless of whether the Underwriters' over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. If the Over-Allotment Option is exercised in full for Over-Allotment Shares, the total price to the public, Underwriters' Fee and net proceeds to the Selling Shareholder (before payment of the expenses of the Offering) will be $ · , $ · and $ · , respectively. See "Plan of Distribution" and the table below.

(3) After deducting the Underwriters' Fee but before deducting the expenses of the Offering estimated to be $ · . The Underwriters' Fee and all expenses incurred in connection with the Offering, the Concurrent Share Repurchase and the Concurrent Investment Disposition will be paid by the Selling Shareholder from the proceeds of the Offering. See "Plan of Distribution" and "Selling Shareholder".

The following table sets forth certain terms of the Over-Allotment Option, including the maximum size, the exercise period and the exercise price: Maximum Size or Underwriters' Position Number of Exercise Period Exercise Price(1) Securities Available At any time up to 30 days after the Over-Allotment Option · Over-Allotment Shares $· per Over-Allotment Share Closing Date Note: (1) The Selling Shareholder has agreed to sell the Over-Allotment Shares to the Underwriters for an amount equal to the Offering Price and pay the Underwriters an amount equal to the Underwriters' Fee per Over-Allotment Share sold pursuant to this short form prospectus. See "Plan of Distribution".

Unless the context otherwise requires, all references to the "Offering" and the "Offered Shares" in this short form prospectus shall include the Over-Allotment Option and the Over-Allotment Shares.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made commercially reasonable efforts to sell all of the Offered Shares qualified by this short form prospectus at the Offering Price, the Offering Price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers of Offered Shares is less than the gross proceeds to be paid by the Underwriters to the Selling Shareholder. However, in no event will the Selling Shareholder receive less than net proceeds of $ · per Offered Share (before expenses of the Offering). Subject to applicable laws and in connection with the Offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution". An investment in the Offered Shares is highly speculative and involves a high degree of risk, and should only be made by persons who can afford the total loss of their investment. The risk factors included or incorporated by reference in this short form prospectus should be carefully reviewed and considered by purchasers in connection with an investment in the Common Shares. See "Notice to InvestorsForward-Looking Information" and "Risk Factors" in this short form prospectus and in the AIF (as defined herein), which is available electronically on SEDAR (as defined herein) at www.sedar.com. The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when sold by the Selling Shareholder and delivered to and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to the approval of certain legal matters relating to the Offering on behalf of the Corporation by Bennett Jones LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP, on behalf of the Selling Shareholder by Torys LLP and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP. Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is anticipated that the Offered Shares will be delivered under the book based system through CDS Clearing and Depository Services Inc. ("CDS") or its nominee and deposited in registered or electronic form with CDS on the closing of the Offering, which is expected to be on July · , 2019, or such other date as may be agreed upon by the Corporation, the Selling Shareholder and the Underwriters, but in any event not later than 42 days following the date of the receipt for the short form prospectus (the "Closing Date"). A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer through which the Offered Shares are purchased. The Selling Shareholder and the below directors of the Corporation are organized under the laws of a foreign jurisdiction or reside outside of Canada, as applicable, and have appointed the following agents for service of process: Name of Persons Name and Address of Agent Osisko Gold Royalties Ltd, 1100 avenue des Canadiens-de- Christopher C. Curfman and Oskar Lewnowski Montréal, Suite 300, P.O. Box 211, Montréal, Québec, Canada, H3B 2S2

Torys LLP, 79 Wellington St. W., Suite 3300, Toronto, ON, Betelgeuse LLC Canada M5K 1N2, Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. The Corporation's head and registered office is located at 1100 avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, Canada, H3B 2S2.

TABLE OF CONTENTS NOTICE TO INVESTORS 2 CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PREPARATION OF FINANCIAL 5 INFORMATION CAUTIONARY NOTE TO U.S. INVESTORS REGARDING THE USE OF MINERAL RESERVE 6 AND MINERAL RESOURCE ESTIMATES NON-IFRS FINANCIAL PERFORMANCE MEASURES 6 ENFORCEABILITY OF CIVIL LIABILITIES 7 CURRENCY PRESENTATION, FINANCIAL INFORMATION AND EXCHANGE RATE 7 INFORMATION DOCUMENTS INCORPORATED BY REFERENCE 8 MARKETING MATERIALS 9 WHERE YOU CAN FIND MORE INFORMATION 9 ELIGIBILITY FOR INVESTMENT 10 THE CORPORATION 10 SUMMARY DESCRIPTION OF THE BUSINESS 11 MATERIAL MINERAL PROJECTS 12 RECENT DEVELOPMENTS 12 CONSOLIDATED CAPITALIZATION 14 USE OF PROCEEDS 15 PLAN OF DISTRIBUTION 15 SELLING SHAREHOLDER 18 PRIOR SALES 19 TRADING PRICE AND VOLUME 21 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 23 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 26 RISK FACTORS 31 DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT 32 LEGAL MATTERS 32 INTERESTS OF EXPERTS 32 AUDITORS, TRANSFER AGENT AND REGISTRAR 33 1

NOTICE TO INVESTORS About this Short Form Prospectus Readers should rely only on the information contained in this short form prospectus (including the documents incorporated by reference) and should not rely on some parts of the short form prospectus to the exclusion of others. None of the Corporation, the Selling Shareholder or the Underwriters have authorized any other person to provide investors with additional or different information. If anyone provides you with additional, different or inconsistent information, including information or statements in articles about the Corporation or through other forms of media, readers should not rely on it. None of the Corporation, the Selling Shareholder or the Underwriters are offering the securities in any jurisdiction in which the Offering is not permitted. Investors should assume that the information contained in this short form prospectus is accurate only as of the date on the front of this short form prospectus and that information contained in any document incorporated by reference is accurate only as of the date of that document, regardless of the time of delivery of this short form prospectus or of any sale of the securities pursuant thereto. The Corporation's business, financial condition, results of operations and prospects may have changed since the date on the front of this short form prospectus. For investors outside Canada, none of the Corporation, the Selling Shareholder or any of the Underwriters has done anything that would permit the direct or indirect offer, sale or delivery of any Offered Shares or the delivery of this short form prospectus to any person in any jurisdiction outside of Canada, except in a manner which will not require the Corporation or the Selling Shareholder to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdiction or would otherwise require the Corporation or the Selling Shareholder to appoint an agent for service in such other jurisdiction. Investors are required to inform themselves about, and to observe any restrictions relating to, the Offering and the possession or distribution of this short form prospectus. Information contained in this short form prospectus should not be construed as legal, tax or financial advice and readers are urged to consult their own professional advisors in connection therewith. Technical Information Guy Desharnais, Ph.D., P.Geo, who is a "qualified person" for the purpose of National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101"), has reviewed and approved the scientific and technical information set out herein, and is named in the AIF (as defined herein) as having reviewed and approved certain scientific and technical information as set out under the heading "Material Mineral ProjectsThe Canadian Malartic Royalty" with respect to the 5% net smelter return royalty on the producing Canadian Malartic mine (the "Canadian Malartic Royalty"); "Material Mineral ProjectsThe Éléonore Royalty" with respect to the 2 to 3.5% net smelter return royalty on the producing Éléonore mine (the "Éléonore Royalty"); "Material Mineral ProjectsThe Renard Stream" with respect to the 9.6% diamond stream on the Renard diamond mine (the "Renard Stream"); and "Material Mineral ProjectsThe Mantos Stream" with respect to the 100% silver stream on the Mantos Blancos copper mine in Chile (the "Mantos Stream"). As such, Guy Desharnais, Ph.D., P.Geo, will deliver the expert consent to be filed with the final short form prospectus and with the Corporation's registration statement on Form F-10, of which this short form prospectus forms a part, relating to the scientific and technical information included in this short form prospectus with respect to the Canadian Malartic Royalty, the Éléonore Royalty, the Renard Stream and the Mantos Stream. The disclosure in these sections is generally based on information publicly disclosed by the owner or operator of the Canadian Malartic mine, the Éléonore mine, the Renard diamond mine and the Mantos Blancos copper mine, as the case may be, and information/ data available in the public domain as at June 24, 2019, and none of this information has been independently verified by Osisko. 2

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Specifically, as a royalty, stream or other interest holder, Osisko has limited, if any, access to properties underlying its asset portfolio. Additionally, Osisko may from time to time receive operating information from the owners and operators of the properties, which it is not permitted to disclose to the public. Osisko is dependent on the operators of the properties and their qualified persons to provide information to Osisko or on publicly available information to prepare required disclosure pertaining to properties and operations on the properties on which Osisko holds royalty, stream or other interests and generally has limited or no ability to independently verify such information. Although Osisko does not have any knowledge that such information may not be accurate, there can be no assurance that such third party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Osisko's royalty, stream or other interests. Osisko's royalty, stream or interests often cover less than 100%, and sometimes only a portion of, the publicly reported mineral reserves, mineral resources and production of the property. Forward-Looking Information This short form prospectus contains certain statements which contain "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (each, a "forward-looking statement"). No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this short form prospectus should not be unduly relied upon. Forward-looking information is by its nature prospective and requires the Corporation to make certain assumptions and is subject to inherent risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential", "capable", "budget", "pro forma" and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, among others, statements pertaining to: the Corporation's future operating and financial results;

schedules and timing of certain projects with respect to which the Corporation receives (or is entitled to receive) royalty, stream or other revenues and the Corporation's strategy for growth, including the acquisition of future royalties, streams or other interests;

projected royalty, stream or other revenues and the life of mines with respect to which the Corporation receives (or is entitled to receive) royalty, stream or other revenues;

production, capital and operating cash flow estimates for royalties, streams or other interests;

anticipated cash needs and needs for additional financing;

the Corporation's competitive position and its expectations regarding competition;

treatment under governmental and other regulatory regimes and tax, environmental and other laws;

completion of the Offering, Concurrent Share Repurchase and Concurrent Investment Disposition; and

the anticipated financial and other impacts of the Concurrent Share Repurchase and Concurrent Investment Disposition.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The forward-looking statements within this document are based on information currently available and what management believes are reasonable assumptions. Forward-looking statements speak only as of the date of this short form prospectus. In addition, this short form prospectus may contain forward- 3

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents looking statements attributed to third party industry sources, the accuracy of which has not been verified by the Corporation. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking statements in this short form prospectus, including, but not limited to, the following material factors: the speculative nature of mining operations;

the Corporation having no control over mining operations and having limited access to data regarding the operation of mines in which it only holds a royalty, stream or other interest, making the Corporation dependent on the owners and operators of certain properties;

the failure of operators of properties in which the Corporation holds royalties, streams or other interests to abide by their contractual obligations with respect to royalty, stream or other payments;

in respect of mines in which the Corporation only holds royalties, streams or other interests, the Corporation having no contractual rights relating to the operation or development of such mines and, therefore, not having control over the operators or their decisions and activities relating to properties in which the Corporation holds royalties, streams or other interests, and more particularly, the Corporation not being entitled to any material compensation, control or input in decision-making if these mining operations do not commence production within the time frames that are anticipated or meet their forecasted production targets in any specified period or if the operators, or any other person or entity having such authority, decide to shut down the mine or discontinue operations on a temporary or permanent basis;

the ability of the Corporation to attract and retain qualified management to grow its business;

fluctuations in currencies;

whether or not Osisko is determined to have "passive foreign investment company" status ("PFIC") as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended;

changes in gold and other metal prices on which the Corporation's royalty, stream or other interests are paid or prices associated with the primary metals mined at properties in which the Corporation holds royalties, streams or other interests;

the availability of royalties, streams and other interests for acquisition or other acquisition opportunities and the availability of debt or equity financing necessary to complete such acquisitions;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document the performance of the companies in the investment portfolio of the Corporation;

failure to complete future acquisitions;

economic and market conditions;

future financial needs and availability of adequate financing;

laws governing the Corporation or the operators of properties where the Corporation holds royalties, streams or other interests;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents the Corporation's ability to make accurate assumptions regarding the valuation, timing and amount of payments in respect of royalties, streams or other interests relating to properties in which it holds an interest;

the production at or performance of properties where the Corporation holds royalties, streams or other interests;

changes in estimates of mineral resources of properties where the Corporation holds royalties, streams or other interests;

acquisition and maintenance of permits and authorizations, completion of construction and commencement and continuation of production at the properties where the Corporation holds royalties, streams or other interests;

ramp-up risks relating to operations at the properties where the Corporation holds royalties, streams or other interests;

risks relating to environmental or social factors or incidents which may adversely impact operations at the properties where the Corporation holds royalty, stream or other interests;

mine operating and ore processing facility problems (including, but not limited to, labour disputes resulting in work stoppages and/or delays), pit wall or tailings dam failures, natural catastrophes such as floods or earthquakes and access to raw materials, water and power on the properties in which the Corporation holds royalty, stream or other interests;

royalty interests are subject to title and other defects and contest by operators of mining projects and holders of mining rights, and these risks may be difficult to identify; and

publication of inaccurate or unfavourable research by securities analysts or other third parties.

Such factors are discussed in more detail under the heading "Risk Factors" in this short form prospectus and in the AIF (as defined herein). New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Corporation's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements contained in this short form prospectus are expressly qualified by the foregoing cautionary statements and are made as of the date of this short form prospectus. Except as may be required by applicable securities laws, the Corporation does not undertake any obligation to publicly update or revise any forward-looking statement to reflect events or circumstances after the date of this short form prospectus or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. Readers should read this entire short form prospectus and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects of their investment in the Offered Shares.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING PREPARATION OF FINANCIAL INFORMATION

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As a Canadian company, Osisko prepares its financial statements in accordance with IFRS. Consequently, all of the financial statements and financial information of Osisko included or incorporated herein is prepared in accordance with IFRS, which is materially different than financial statements and financial information prepared in accordance with U.S. generally accepted accounting principles. 5

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING THE USE OF MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES Osisko is subject to the reporting requirements of the applicable Canadian securities laws, and as a result reports the mineral reserves and mineral resources of the projects it has an interest in according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101 and are different from U.S. reporting standards. The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"). U.S. reporting requirements are currently governed by Industry Guide 7. This short form prospectus includes or incorporates by reference estimates of mineral reserves and mineral resources reported in accordance with NI 43-101. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, under Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Consequently, the definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" under CIM standards differ in certain respects from the standards of Industry Guide 7. Osisko also reports estimates of "mineral resources" in accordance with NI 43-101. While the terms "Mineral Resource," "Measured Mineral Resource," "Indicated Mineral Resource" and "Inferred Mineral Resource" are recognized by NI 43-101, they are not defined terms under Industry Guide 7 and, generally, U.S. companies reporting pursuant to Industry Guide 7 are not permitted to report estimates of mineral resources of any category in documents filed with the SEC. As such, certain information included or incorporated by reference in this short form prospectus concerning descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC pursuant to Industry Guide 7. Readers are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. Further, an "Inferred Mineral Resource" has a great amount of uncertainty as to its existence and as to its economic and legal feasibility, and a reader cannot assume that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.

NON-IFRS FINANCIAL PERFORMANCE MEASURES Osisko has included certain non-IFRS measures including "Adjusted Earnings" and "Adjusted Earnings per basic share" (which have no standard definitions under IFRS) to supplement its consolidated financial statements, incorporated by reference herein, which are presented in accordance with IFRS. Osisko believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of Osisko. 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. For information regarding the non-IFRS financial measures used by Osisko, see "Non-IFRS Financial Performance Measures" in the Annual MD&A and the Interim MD&A (each, as defined herein), which is incorporated by reference herein. 6

ENFORCEABILITY OF CIVIL LIABILITIES The Corporation is incorporated under and governed by the Business Corporations Act (Québec). Most of the Corporation's directors and officers, and some or all of the underwriters or experts named in this short form prospectus, are residents of Canada or otherwise reside outside of the United States, and a substantial portion of their assets, and a substantial portion of the Corporation's assets, are located outside the United States. The Corporation has appointed an agent for service of process in the United States, but it may be difficult for holders of Common Shares who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Common Shares who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon the Corporation's civil liability and the civil liability of the Corporation's directors and officers and experts under the United States federal securities laws. The Corporation has been advised by its Canadian counsel, Bennett Jones LLP, that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws would probably be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. The Corporation has also been advised by Bennett Jones LLP, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws. The Corporation filed with the SEC, concurrently with the Corporation's registration statement on Form F-10 of which this short form prospectus forms a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Corporation appointed C T Corporation System as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC and any civil suit or action brought against or involving the Corporation in a United States court arising out of or related to or concerning the Offering.

CURRENCY PRESENTATION, FINANCIAL INFORMATION AND EXCHANGE RATE INFORMATION Unless otherwise indicated, all references to monetary amounts in this short form prospectus are denominated in Canadian dollars. The financial statements of the Corporation incorporated herein by reference are reported in Canadian dollars and are prepared in accordance with IFRS. Unless otherwise indicated, all references to "$","C$" and "dollars" in this short form prospectus refer to Canadian dollars. References to "US$" in this short form prospectus refer to United States dollars. The following table sets forth, for each period indicated, the low and high exchange rates for United States dollar expressed in Canadian dollars, the exchange rate at the end of such period and the average of such exchange rates for each day during such period, based on the rate of exchange as reported by the Bank of Canada for the conversion of one United States dollar into Canadian dollars: Three Months Year Ended Ended December 31, March 31, 2018 2017 2016 2019 2018 ($) ($) ($) ($) ($) Low 1.2288 1.2128 1.2544 1.3095 1.2288 High 1.3642 1.3743 1.4589 1.3600 1.3088 Period End 1.3642 1.2545 1.3427 1.3363 1.2894 Average 1.2957 1.2986 1.3248 1.3295 1.2647 7

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents On June 24, 2019, the rate of exchange for the Canadian dollar, expressed in United States dollars, based on the Bank of Canada, daily exchange rate, was US$1.00=C$1.3194 (or C$1.00=US$0.7579).

DOCUMENTS INCORPORATED BY REFERENCE The following documents filed by the Corporation with, or furnished to, securities commissions or similar authorities in Canada, and with the SEC, are specifically incorporated into this short form prospectus: (a) the annual information form of the Corporation for the financial year ended December 31, 2018, dated March 28, 2019 (the "AIF");

(b) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2018 and December 31, 2017, together with the notes thereto (the "Annual Financial Statements") and the auditors' report thereon, dated February 20, 2019;

(c) the management's discussion and analysis of the Corporation relating to the Annual Financial Statements, dated February 20, 2019 (the "Annual MD&A");

(d) the unaudited condensed interim consolidated financial statements of the Corporation as at and for the three month period ended March 31, 2019 and March 31, 2018, together with the notes thereto dated May 1, 2019 (the "Interim Financial Statements");

(e) the management's discussion and analysis of the Corporation relating to the Interim Financial Statements, dated May 1, 2019 (the "Interim MD&A");

(f) the management information circular of the Corporation dated March 21, 2019 and filed on SEDAR on March 27, 2019, distributed in connection with the annual and special meeting of shareholders of the Corporation held on May 1, 2019; and

(g) the "template version" (as such term is defined in National Instrument 41-101General Prospectus Requirements) of the term sheet for the Offering dated June 25, 2019, available electronically on SEDAR at www.sedar.com.

Any documents of the type required by National Instrument 44-101Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including those types of documents referred to above and press releases issued by the Corporation specifically referencing incorporation by reference into this short form prospectus, if filed by the Corporation with the provincial securities commissions or similar authorities in Canada after the date of this short form prospectus and before the distribution of the securities being qualified hereunder, are deemed to be incorporated by reference in this short form prospectus. In addition, any similar documents filed or furnished by the Corporation with the SEC in its periodic reports on Form 6-K or annual reports on Form 40-F and any other documents filed with or furnished to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case after the date of this short form prospectus, shall be deemed to be incorporated by reference into this short form prospectus and the registration statement of which this short form prospectus forms a part if and to the extent expressly provided in such reports. To the extent that any document or information incorporated by reference into this short form prospectus is included in a report that is filed with or furnished to the SEC on Form 40-F, 20-F, 10-K, 10-Q, 8-K or 6-K (or any

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document respective successor form), such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration statement of which this short form prospectus forms a part. Documents referenced in any of the documents incorporated by reference in this short form prospectus but not expressly incorporated by reference therein or herein and not otherwise required to be incorporated by reference therein or in this short form prospectus are not incorporated by reference in this short form prospectus. 8

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Any statement contained in this short form prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this short form prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this short form prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it is made.

MARKETING MATERIALS Any "template version" of "marketing materials" (as such terms are defined in National Instrument 41-101General Prospectus Requirements) will be incorporated by reference in the final short form prospectus. However, such "template version" of "marketing materials" will not form part of the final short form prospectus to the extent that the contents of the "template version" of "marketing materials" are modified or superseded by a statement contained in the final short form prospectus. Any "template version" of "marketing materials" filed on SEDAR after the date of the final short form prospectus and before the termination of the distribution under the Offering will be deemed to be incorporated into the final short form prospectus.

WHERE YOU CAN FIND MORE INFORMATION The Corporation has filed with the SEC, under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), a registration statement on Form F-10 relating to the Offered Shares. This short form prospectus does not contain all of the information contained in the registration statement, certain items of which are contained in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. Statements included in this short form prospectus or the documents incorporated by reference herein about the contents of any contract, agreement or other document referred to are not necessarily complete, and in each instance, prospective investors should refer to the exhibits for a complete description of the matter involved. Each such statement is qualified in its entirety by such reference. The Corporation will provide to each person to whom this short form prospectus is delivered, without charge, upon request to the Corporate Secretary of the Corporation at 1100 avenue des Canadiens-de-Montréal, Suite 300, P.O. Box 211, Montréal, Québec, Canada, H3B 2S2, Telephone: (514) 940-0670, copies of the documents incorporated by reference in this short form prospectus. The Corporation does not incorporate by reference in this short form prospectus any of the information on, or accessible through, its website. The Corporation files certain reports with, and furnishes other information to, each of the SEC and certain securities commissions or similar regulatory authorities of Canada. Under a multi-jurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of the securities regulatory authorities in the applicable provinces of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Corporation is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Corporation's officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. The Corporation's reports and other information filed or furnished with or to the SEC are available from the SEC's Electronic Document Gathering and 9

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Retrieval System ("EDGAR") at www.sec.gov, as well as from commercial document retrieval services. You may also read (and by paying a fee, copy) any document the Corporation files with or furnishes to the SEC at the SEC's public reference room in Washington, D.C. (100 F Street N.E., Washington, D.C. 20549). Please call the SEC at 1-800-SEC-0330 for more information on the public reference room. The Corporation's Canadian filings are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. Unless specifically incorporated by reference herein, documents filed or furnished by the Corporation on SEDAR or EDGAR are neither incorporated in nor part of this short form prospectus.

ELIGIBILITY FOR INVESTMENT In the opinion of Bennett Jones LLP, counsel to the Corporation, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) and the regulations thereunder (collectively, the "Tax Act"), the Offered Shares, if issued on the date hereof, would be "qualified investments" under the Tax Act at a particular time for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered education savings plan ("RESP"), a registered disability savings plan ("RDSP"), a tax-free savings account ("TFSA") (each, a "Registered Plan") or a trust governed by a deferred profit sharing plan, provided that, at all material times, in the case of the Offered Shares, either (i) the Offered Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX); or (ii) the Corporation is a "public corporation" as defined in the Tax Act. Notwithstanding that the Offered Shares may be "qualified investments" for a Registered Plan as described above TFSA, the holder of, or annuitant or subscriber under, a Registered Plan (the "Controlling Individual") will be subject to a penalty tax in respect of the Offered Shares held in a registered Plan if such Offered Shares are a "prohibited investment" for the particular Registered Plan. An Offered Share generally will be a prohibited investment for a Registered Plan if the Controlling Individual does not deal at arm's length with the Corporation for the purposes of the Tax Act or the Controlling Individual has a "significant interest" (as defined for purposes of the prohibited investment rules in the Tax Act) in the Corporation. Generally, a Controlling Individual will not have a "significant interest" in the Corporation unless the Controlling Individual and/or persons not dealing at arm's length with the Controlling Individual owns, directly or indirectly, 10 percent or more of the issued shares of any class of the capital stock of the Corporation or of a corporation related to the Corporation. In addition, the Offered Shares will not be a prohibited investment if such securities are "excluded property" (as defined in the Tax Act for purposes of the prohibited investment rules) for a Registered Plan. Prospective purchasers who intend to invest through a Registered Plan should consult their own tax advisers with respect to whether Offered Shares would be a prohibited investment having regard to their particular circumstances.

THE CORPORATION The Corporation was incorporated on April 29, 2014 under the name "Osisko Gold Royalties Ltd" pursuant to the Business Corporations Act (Québec), as a wholly-owned subsidiary of Canadian Malartic Corporation ("CMC"). Following the completion on June 16, 2014 of a plan of arrangement pursuant to the Canada Business Corporations Act involving, among others, CMC, Agnico Eagle Mines Limited and Yamana Gold Inc., the Corporation became a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec, and the Common Shares were listed on the TSX under the symbol "OR". On July 6, 2016, the Common Shares began trading on the NYSE under the symbol "OR". Common share purchase warrants of the Corporation are listed on the TSX under the symbol "OR.WT" (exercise price: $36.50; expiry date: March 5, 2022). Convertible debentures of the Corporation are listed on the TSX under the symbol "OR:DB" (4% interest; 10

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents convertible at 43.6872 Common Shares per $1,000 principal amount of Debenture; expiry date: December 31, 2022). As of the date of this short form prospectus, the Corporation is a reporting issuer in each of the provinces of Canada and in the United States. The Corporation's head and registered office is located at 1100 avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec, Canada, H3B 2S2.

SUMMARY DESCRIPTION OF THE BUSINESS Osisko is a growth-oriented and Canadian-focused precious metal royalty and streaming company. The Corporation's cornerstone assets are: (i) the Canadian Malartic Royalty; (ii) the Éléonore Royalty; (iii) the Renard Stream; and (iv) the Mantos Stream. Background The Corporation was formed on April 29, 2014 in conjunction with the acquisition of CMC, which held the Canadian Malartic mine and other assets in development, by a partnership formed by Agnico Eagle Mines Limited and Yamana Gold Inc. Following its formation, Osisko began as a royalty company as of June 16, 2014 with the Canadian Malartic Royalty, other non-cash-flowing royalties and $157 million in cash. Osisko's market capitalization was initially valued at approximately $500 million. Over the past 5 years, Osisko further transformed itself by, among other things, strategically acquiring Virginia Mines Inc. (February 2015) and in 2017, a portfolio of 74 assets (including 61 royalties, 7 precious metal offtakes and 6 streams), directly or indirectly, from the Selling Shareholder, including the Renard Stream and the Mantos Stream, following which Osisko now holds over 135 royalties, streams and precious metal offtakes. During that period, Osisko advanced its own "accelerator" investment model, through which the Corporation was able to contribute to the reinvigoration of the mining exploration sector in Canada. Through its investments in Osisko Mining Inc., Barkerville Gold Mines Ltd., Falco Resources Ltd. ("Falco"), Osisko Metals Incorporated and numerous other mining companies, Osisko was able to acquire strategic royalties and stream financing rights on prospective land packages and projects. The accelerator model also enabled Osisko to gain a competitive advantage by maintaining its dynamic technical team and leveraging its extensive expertise in exploration, engineering, construction, operations and financing. Objectives Osisko's objective is to maximize returns for its shareholders by growing its asset base, both organically and through accretive acquisitions of precious metal and other high-quality royalties, streams or other interests, and by returning capital to its shareholders through a quarterly dividend payment and share purchases. Osisko has a unique growth strategy that consists not only of acquiring and structuring both producing and late-stage development royalty and stream products, but also of investing in longer term assets where Osisko feels it is uniquely positioned to create value and realize returns through the development of these assets. Osisko has a successful track-record of strong technical capabilities, which it puts to work creating its own pipeline of organic growth opportunities that provide exposure to the upside of commodity prices and to the optionality of mineral reserve and resource growth. Osisko's main focus is on high quality, long-life precious metals assets located in favourable jurisdictions and operated by established mining companies, as these assets provide the best risk/return profile. Osisko also evaluates and invests in opportunities in other commodities and jurisdictions. Given that a core aspect of Osisko's business is the ability to compete for investment opportunities, Osisko plans to maintain a strong balance sheet and ability to deploy capital. 11

MATERIAL MINERAL PROJECTS The Corporation has the following royalty and stream interests which are considered to be material: (i) the Canadian Malartic Royalty; (ii) the Éléonore Royalty; (iii) the Renard Stream; and (iv) the Mantos Stream. Information with respect to each of the above has been prepared in accordance with the exemption set forth in section 9.2 of NI 43-101 and may be reviewed under the headings "Material Mineral ProjectsThe Canadian Malartic Royalty", "Material Mineral ProjectsThe Éléonore Royalty", "Material Mineral ProjectsThe Renard Stream" and "Material Mineral ProjectsThe Mantos Stream", respectively, in the AIF. The Corporation has no other material mineral projects.

RECENT DEVELOPMENTS 2019 Developments Repaid Credit Facility Osisko fully repaid its credit facility in January 2019 (repaying $71.7 million in the fourth quarter 2018 for a total of $123.5 million for 2018, in addition to a payment of $30.0 million in January 2019), and extended the maturity date of this facility by one year to November 14, 2022. Osisko now has up to $450.0 million available under its credit facility, including an uncommitted accordion of up to $100 million. Silver Stream Transaction with Falco On February 27, 2019, Falco announced the closing of a silver stream transaction pursuant to which the Corporation has agreed to commit up to $180 million towards the funding of the development, subject to achieving key milestones, of the Horne 5 Project of Falco in exchange for the purchase of 100% of the refined silver from the Horne 5 Project at an amount equal to 20% of the spot price of silver on the day of delivery, subject to a maximum payment of US$6 per silver ounce. Declared 19th Consecutive Quarterly Dividend On May 1, 2019, Osisko declared a first quarter 2019 dividend of $0.05 per common share. The dividend is the 19th consecutive quarterly dividend announced by Osisko. The dividend is to be paid on July 15, 2019 to shareholders of record as of the close of business on June 28, 2019. Bridge Financing Extended to Stornoway On June 11, 2019, Osisko announced that the buyers (the "Buyers") under the amended and restated purchase and sale agreement entered into on October 2, 2018 (the "Stream Agreement") in relation to the Renard Stream (including Osisko), entered into a binding bridge financing term sheet whereby the Buyers agreed to provide a senior-secured bridge credit facility (the "Bridge Facility") to Stornoway Diamond Corporation ("Stornoway") together with certain secured lenders and key stakeholders (collectively the "Bridge Lenders"). The Bridge Facility is being provided to Stornoway by the Bridge Lenders in order to support Stornoway during its strategic review process (the "Strategic Process"). Under the terms of the Bridge Facility, the Buyers, in proportion to their respective commitments, will advance an amount equivalent to the stream net proceeds payable under the Stream Agreement to Stornoway, up to an estimated amount of $5.9 million ($2.8 million attributable to Osisko). The Bridge Facility also provides that Diaquem, Inc. ("Diaquem"), an affiliate of Investissement Québec, has agreed to advance to Stornoway an amount of up to $11.7 million by way of access to the funds available in a senior loan reserve account maintained by Stornoway's subsidiary, Stornoway Diamond (Canada) Inc. ("SDCI"). In addition, amounts equivalent to royalty payments to be made by SDCI to Diaquem under the existing royalty agreement, up to an estimated amount of $1.9 million, and to 12

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents interest payments accruing under the senior loan agreement between SDCI and Diaquem (the "Senior Loan"), up to an estimated amount of $2.5 million, have agreed to be advanced by Diaquem. The Bridge Facility will be secured by a first-ranking security interest over all present and after-acquired assets and property of Stornoway and will accrue interest at a rate equal to 8.25% per annum. Amounts owing under the Bridge Facility will become due and repayable in full upon the maturity date, being the earliest to occur of certain stated events, including (i) the completion of a restructuring or other material transaction pursuant to the Strategic Process or the sale of all or substantially all of the property, assets and undertakings of Stornoway, and (ii) September 16, 2019 (the maturity date being subject to 30-day extensions by unanimous consent of the Bridge Lenders). Concurrently with the entering into of the Bridge Facility, Stornoway also entered into a binding term sheet with the holders of more than 75% of the outstanding principal amount of the convertible debentures, pursuant to which such holders have consented to postpone interest payments on the convertible debentures from June 30 to December 31, 2019. Stornoway also obtained a waiver from Fonds de Solidarité des Travailleurs du Québec, Fonds Régional de Solidarité F.T.Q. Nord-du-Québec, S.E.C. and Diaquem of the requirement to make interest payments under the Convention de prêt dated as of May 3, 2012 from May 1, 2019 until December 31, 2019, inclusively. In addition, the Buyers under the Stream Agreement, Diaquem under the Senior Loan and Caterpillar Financial Services Limited under its master lease agreement with SDCI have each agreed to waive the requirement for Stornoway to have a minimum tangible net worth of $225 million, calculated on a consolidated basis, until July 15, 2019. Concurrent Share Repurchase In connection with the Offering, the Corporation has agreed to repurchase for cancellation · Common Shares from the Selling Shareholder pursuant to the Concurrent Share Repurchase. The purchase price per Common Share to be paid by Osisko under the Concurrent Share Repurchase will be the same as the Offering Price, and the aggregate purchase price of approximately $ · will be satisfied by a combination of cash in the amount of approximately $ · , including proceeds of $ · from the Concurrent Investment Disposition, and through the transfer of the Transferred Securities, including all of the common shares of Aquila, Ascot, Highland Copper and TerraX, in addition to certain other equity securities, currently held by Osisko. Completion of the Victoria Gold Disposition is conditional upon receipt of approval under the Competition Act. Completion of the Offering is conditional on the Concurrent Share Repurchase having occurred, other than the portion of the Concurrent Share Repurchase being funded using proceeds from the Victoria Gold Disposition. If the Victoria Gold Disposition is not completed, this would result in the Corporation only purchasing · Common Shares having an aggregate purchase price of $ · pursuant to the Initial Repurchase, unless the Corporation would determine to complete such second portion of the Concurrent Share Repurchase and fund same through alternative arrangements, which are not guaranteed to be available. The Concurrent Share Repurchase and the Concurrent Investment Disposition are expected to be completed following the date of this short form prospectus, subject to customary closing conditions, including the receipt of approval under the Competition Act in the case of the Victoria Gold Disposition. To review and evaluate the merits of the Concurrent Share Repurchase and Concurrent Investment Disposition, the board of directors of Osisko established a special committee of independent directors (the "Special Committee"). The Special Committee was chaired by Mrs. Joanne Ferstman and included Messrs. Pierre Labbé and Charles E. Page. Stikeman Elliott LLP acted as legal advisor to Osisko in connection with the Concurrent Share Repurchase and Concurrent Investment Disposition and the Special Committee retained National Bank Financial Inc. as its independent financial advisor. The Special Committee undertook a deliberate and full consideration of the Concurrent Share Repurchase and Concurrent Investment Disposition with the assistance of such advisors, and, upon the 13

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents recommendation of the Special Committee that, among other things, the Concurrent Share Repurchase and Concurrent Investment Disposition are in the best interests of Osisko, the board of directors of Osisko (other than one interested director who abstained from voting) unanimously approved the Concurrent Share Repurchase and the Concurrent Investment Disposition. The Selling Shareholder is a "related party" of Osisko within the meaning of Multilateral Instrument 61-101Protection of Minority Security Holders in Special Transactions ("MI 61-101") since it holds Common Shares entitling it to more than 10% of the voting rights attached to all the issued and outstanding voting securities of Osisko. Therefore, the Concurrent Share Repurchase and the Concurrent Investment Disposition constitute "related party transactions" within the meaning of MI 61-101. Osisko is exempted from the formal valuation and minority approval requirements pursuant to MI 61-101 since neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Concurrent Share Repurchase, together with the fair market value of the subject matter of, or the fair market value of the consideration for, the Concurrent Investment Disposition, represent more than 25% of the market capitalization of Osisko.

CONSOLIDATED CAPITALIZATION Other than as described in this short form prospectus, there have been no material changes in the Corporation's share and loan capital, on a consolidated basis, since the date of the Corporation's Interim Financial Statements. The following table sets forth our consolidated capitalization as of March 31, 2019: (i) on an actual basis; and (ii) on a pro forma basis to give effect to the Offering, the Concurrent Share Repurchase and the Concurrent Investment Disposition: As at March 31, 2019 after giving effect to the Offering, the As at Concurrent Share March 31, 2019 Repurchase (000s) and the Concurrent Investment Disposition(1) (000s) Long-Term Debt $ 324,355 $ · Shareholders' Equity Share capital $ 1,609,435 $ · Warrants $ 18,072 $ · Contributed surplus $ 33,987 $ · Equity component of convertible debentures $ 17,601 $ · Accumulated other comprehensive income $ 21,090 $ · Retained earnings $ 27,211 $ · Total Shareholders' Equity $ 1,727,396 $ · Notes: (1) The aggregate purchase price under the Concurrent Share Repurchase will be satisfied by a combination of cash (funded through the proceeds of the Concurrent Investment Disposition in the amount of approximately $ · ), and through the transfer of the Transferred Securities.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As of the date of this short form prospectus, there were · Common Shares issued and outstanding on a non-diluted basis (on a fully-diluted basis, assuming exercise in full of outstanding options, there were · Common Shares issued and outstanding). Upon completion of the Offering and the Concurrent Share Repurchase there will be · Common Shares issued and outstanding on a non- diluted basis (on a fully-diluted basis, assuming exercise in full of outstanding options, there will be · Common Shares issued and outstanding).

USE OF PROCEEDS The Corporation will not receive any proceeds from the sale of the Offered Shares by the Selling Shareholder pursuant to this Offering. The estimated net proceeds of the Offering to the Selling Shareholder will be $ · , after deducting the aggregate Underwriters' Fee in the amount of $ · and the expenses of the Offering, which are estimated to be $ · . If the Over-Allotment Option is exercised in full, the total net proceeds to the Selling Shareholder, after deducting the Underwriters' Fee in respect of the Over- Allotment Option, will be $ · . The Selling Shareholder has agreed to pay the Corporation's reasonable, out-of-pocket expenses related to the Offering, the Concurrent Share Repurchase and the Concurrent Investment Disposition.

PLAN OF DISTRIBUTION Pursuant to the Underwriting Agreement dated June · , 2019, among the Corporation, the Selling Shareholder and the Underwriters, the Selling Shareholder has agreed to sell and the Underwriters have agreed severally, and not jointly or jointly and severally, to purchase or arrange for the purchase, on the Closing Date, of an aggregate of · Offered Shares at the Offering Price for gross proceeds of $ · payable in cash to the Selling Shareholder against delivery of the Offered Shares, subject to the terms and conditions of the Underwriting Agreement. The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion on the basis of "disaster out", "regulatory out", "material change out" and "breach out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement. Completion of the Offering is conditional on the Concurrent Share Repurchase having occurred, other than the portion of the Concurrent Share Repurchase being funded using proceeds from the Victoria Gold Disposition. If the Victoria Gold Disposition is not completed, this would result in the Corporation only purchasing · Common Shares having an aggregate purchase price of $ · pursuant to the Initial Repurchase, unless the Corporation would determine to complete such second portion of the Concurrent Share Repurchase and fund same through alternative arrangements, which are not guaranteed to be available. The Offering Price was determined by arm's length negotiation between the Selling Shareholder and the Lead Underwriters, on behalf of the Underwriters, with reference to the prevailing market price of the Common Shares. The Selling Shareholder has also granted the Underwriters the Over-Allotment Option, exercisable in whole or in part in the sole discretion of the Underwriters for a period of 30 days from and including the Closing Date, to purchase up to · Over-Allotment Shares to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercisable by the Underwriters to acquire Over-Allotment Shares at a price of $ · per Over-Allotment Share. If the Over-Allotment Option is exercised in full, the total price to the public will be $ · , the total Underwriters' Fee will be $ · , and the net proceeds to the Selling Shareholder, before payment of the expenses of the Offering, will be $ · . This short form prospectus also qualifies the grant of the 15

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Over-Allotment Option and the distribution of the Over-Allotment Shares to be sold upon exercise of the Over-Allotment Option. A purchaser who acquires securities forming part of the Underwriters' over-allocation position acquires those securities under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Selling Shareholder". In consideration for the services provided by the Underwriters in connection with the Offering and pursuant to the terms of the Underwriting Agreement, the Selling Shareholder has agreed to pay the Underwriters the Underwriters' Fee, equal to · % of the aggregate gross proceeds of the Offering (including in respect of any exercise of the Over-Allotment Option). The Corporation will not be entitled to any of the proceeds from the sale of the Offered Shares. The Corporation has agreed to indemnify the Underwriters against certain liabilities, including liabilities under Canadian provincial and territorial securities legislation. The Selling Shareholder has agreed to indemnify the Underwriters against liabilities with respect to certain information related solely to the Selling Shareholder and furnished in writing to the Corporation for use in this short form prospectus. The Corporation has agreed to indemnify the Selling Shareholder against certain liabilities, including liabilities under Canadian provincial and territorial securities legislation, and the Selling Shareholder has agreed to indemnify the Corporation against liabilities with respect to certain information related solely to the Selling Shareholder and furnished in writing to the Corporation for use in this short form prospectus. The Underwriters propose to offer the Offered Shares to the public initially at the Offering Price. Without affecting the firm obligation of the Underwriters to purchase the Offered Shares in accordance with the Underwriting Agreement, the Underwriters may decrease the Offering Price of the Offered Shares which they sell under this short form prospectus after they have made a reasonable effort to sell all such Offered Shares at the Offering Price. The sale by the Underwriters of Offered Shares at a price of less than the Offering Price will have the effect of reducing the compensation realized by the Underwriters by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters for the Offered Shares. The Offered Shares will be offered concurrently in the United States and in all the provinces of Canada pursuant to the multi- jurisdictional disclosure system adopted by the SEC and the securities regulatory authorities in Canada. The Offered Shares will be offered in the United States and Canada through the Underwriters either directly or through their respective U.S. or Canadian broker- dealer affiliates who are registered to offer the Offered Shares for sale in the United States and such provinces of Canada, as applicable, and such other registered dealers as may be designated by the Underwriters. No Offered Shares will be offered or sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered dealer requirements is available. Pursuant to the Underwriting Agreement, subject to certain customary exceptions, the Selling Shareholder has agreed not to sell or agree to sell, any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares for a period of 180 days from the Closing Date without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, except in conjunction with the Offering. The Corporation has agreed that it will not issue or sell any Common Shares or any securities convertible into or exchangeable for or exercisable to acquire Common Shares for a period ending 90 days after the Closing Date without the prior written consent of the Lead Underwriters, not to be unreasonably withheld, except in conjunction with: (i) the issuance of securities to a vendor including in connection with the acquisition of royalties, streams or other interests; (ii) rights or obligations pursuant to outstanding convertible securities; (iii) the granting of new securities or the exercise of 16

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents outstanding securities issued pursuant to existing incentive plans; and (iv) the issuance of convertible securities in connection to satisfy instruments issued prior to the date hereof; (v) the exercise of the Underwriters' Over-Allotment Option; or (vi) any distribution reinvestment plan of the Corporation. Pursuant to the rules and policy statements of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this short form prospectus, bid for or purchase Common Shares for their own account or for accounts over which they exercise control or direction. The foregoing restriction is subject to certain exceptions, on the condition that the bid or purchase not be engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian marketplaces administered by the Investment Industry Regulatory Organization of Canada relating to market stabilization and market balancing activities and a bid or purchase made for or on behalf of a client where the client's order was not solicited. Subject to applicable laws and in connection with the Offering, the Underwriters may over-allot or effect transactions in connection with the Offering intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters may engage in market stabilization or market balancing activities on the TSX where the bid for or purchase of the Common Shares is for the purpose of maintaining a fair and orderly market in the Common Shares, subject to price limitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time. In particular, the Underwriters may over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market, including: stabilizing transactions; short sales; purchases to cover positions created by short sales; imposition of penalty bids; and syndicate covering transactions. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or slowing a decline in the market price of the Common Shares while the offering is in progress. These transactions may also include over-allocating or making short sales of the Common Shares. Short sales may be "covered short sales", which are short positions in an amount not greater than the Over-Allotment Option, or may be "naked short sales", which are short positions in excess of that amount. The Underwriters may close out any covered short position either by exercising the Over- Allotment Option, in whole or in part, or by purchasing Common Shares in the open market. In making this determination, the Underwriters will consider, among other things, the price of Common Shares available for purchase in the open market compared to the price at which they may purchase Common Shares through the Over-Allotment Option. The Underwriters must close out any naked short position by purchasing Common Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase Common Shares in this offering. Any naked short position would form part of the Underwriters' over-allocation position. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position resulting from any short sales will, in each case, acquire such Common Shares under this short form prospectus, regardless of the fact that the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is anticipated that the Offered Shares will be delivered under the book based system through CDS or its nominee and deposited in registered or electronic form with CDS on the Closing Date. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer through which the Offered Shares are purchased. It is expected that delivery of the Offered Shares will be made against payment therefor on or about the Closing Date specified on the cover page of this short form prospectus, which will not be two 17

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents business days following the date of the final short form prospectus (this settlement cycle being referred to as "T+2"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market are generally required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Offered Shares prior to the Closing Date will be required, by virtue of the fact that the Offered Shares will not settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Offered Shares who wish to trade their Offered Shares prior to the Closing Date should consult their own advisors. The issued and outstanding Common Shares are listed and posted for trading on the TSX and the NYSE under the trading symbol "OR". On June 24, 2019, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSX and the NYSE was $15.07 and US$11.45, respectively. On June 24, 2019, the last trading day prior to the date of this preliminary short form prospectus, the closing price of the Common Shares on the TSX and the NYSE was $15.07 and US$11.45, respectively.

SELLING SHAREHOLDER As of the date hereof, the Selling Shareholder is the owner of approximately 30,242,775 Common Shares which represents approximately 19.48% of the total issued and outstanding Common Shares. Pursuant to the Underwriting Agreement, the Selling Shareholder has agreed to sell a total of · Common Shares, as described under the heading "Plan of Distribution". In addition, the Selling Shareholder has agreed to sell a total of up to · Over-Allotment Shares pursuant to the Over-Allotment Option, if exercised. The Common Shares being sold under the Offering and the Concurrent Share Repurchase were acquired on July 31, 2017, in connection with a purchase and sale transaction pursuant to which the Corporation acquired a portfolio of assets from shareholders of the Selling Shareholder and other parties. After giving effect to the Offering and the Concurrent Share Repurchase, but before giving effect to any exercise of the Over- Allotment Option, the Selling Shareholder will own · Common Shares, representing · % of the total issued and outstanding Common Shares. The following table sets forth certain information regarding the ownership of Common Shares of the Selling Shareholder as of the date of this short form prospectus, before and after the completion of the Offering and Concurrent Share Repurchase. Percentage of Common Number of Number of Number of Common Shares Common Common Shares Owned After Owned After Shares Shares to be Giving Giving Type of Name Owned Before Sold Effect to the Offering Effect to Ownership Giving Effect Pursuant and the Offering to the to the Concurrent Share and Offering Offering Repurchase Concurrent Share Repurchase Registered and Betelgeuse LLC(1) 30,242,775 ·(3) ·(3) ·%(2)(3) beneficial Notes: (1) Betelgeuse LLC is a jointly owned subsidiary of Orion Mine Finance (Master) Fund I LP (49.91%), Orion Mine Finance (Master) Fund I-A LP (25.21%), Orion Co Investments (I) Stream LLC (15.36%) and related co-investment vehicles (collectively less than 10%). The general partner of Orion Mine Finance (Master) Fund I LP is Orion Mine Finance GP I Limited and the general partner of Orion Mine Finance (Master) Fund I-A LP is Orion Mine Finance GP I-A Limited. Each of Orion Mine Finance GP I Limited and Orion Mine Finance GP I-A Limited is owned by certain members of management of Orion Mine Finance.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Mr. Oskar Lewnowski ultimately controls each of Orion Mine Finance GP I Limited, Orion Mine Finance GP I- A Limited and Orion Co Investments (I) Stream LLC. Mr. Lewnowski is currently one of our directors and will be resigning following the Closing. See "Directors and Officers" in the AIF. (2) On a fully diluted basis, assuming the exercise in full of outstanding warrants, debentures and options, approximately · % of the issued and outstanding Common Shares.

(3) If the Concurrent Share Repurchase is completed and the Underwriters exercise the Over-Allotment Option in full, the Selling Shareholder will sell to the Underwriters an aggregate of · Common Shares in this Offering and the number of Common Shares owned by Selling Shareholder immediately following this Offering and the completion of the Concurrent Share Repurchase will be · , representing approximately · % of the total issued and outstanding Common Shares. If the portion of the Concurrent Share Repurchase being funded using proceeds from the Victoria Gold Disposition is not completed and the Underwriters exercise the Over-Allotment Option in full, the Selling Shareholder will sell to the Underwriters an aggregate of · Common Shares in this Offering and the number of Common Shares owned by Selling Shareholder immediately following this Offering and the completion of the other portion of the Concurrent Share Repurchase will be · , representing approximately · % of the total issued and outstanding Common Shares.

PRIOR SALES Other than as described below, during the twelve-month period before the date of this short form prospectus, the Corporation has not issued any other Common Shares or securities that are convertible into Common Shares. Number of Price Per Date of Issuance Type of Security Issued Securities Security July 6, 2018 Common Shares(1) ESPP 10,627 $ 12.3800 July 16, 2018 Common Shares(2) DRIP 33,552 $ 12.0654 October 4, 2018 Common Shares(1) ESPP 13,901 $ 9.8500 October 15, 2018 Common Shares(2) DRIP 138,965 $ 10.0977 January 8, 2019 Common Shares(1) ESPP 10,777 $ 11.7000 January 15, 2019 Common Shares(2) DRIP 126,933 $ 11.6704 February 8, 2019 Common Shares(3) SOP 5,473 $ 13.0000 February 8, 2019 Common Shares(3) SOP 5,476 $ 13.0000 February 25, 2019 Common Shares(3) SOP 2,666 $ 14.6008 February 25, 2019 Common Shares(3) SOP 2,134 $ 14.7339 February 26, 2019 Common Shares(3) SOP 3,333 $ 15.0000 February 27, 2019 Common Shares(3) SOP 1,600 $ 14.9000 February 27, 2019 Common Shares(3) SOP 14,453 $ 14.9727 February 27, 2019 Common Shares(3) SOP 14,617 $ 14.8005 February 28, 2019 Common Shares(3) SOP 9,900 $ 15.0000 February 28, 2019 Common Shares(3) SOP 3,334 $ 15.0000 February 28, 2019 Common Shares(3) SOP 2,033 $ 14.9900 February 28, 2019 Common Shares(3) SOP 14,603 $ 14.9000 March 4, 2019 Common Shares(3) SOP 14,625 $ 14.7500 March 4, 2019 Common Shares(3) SOP 14,594 $ 14.7533 March 7, 2019 Common Shares(3) SOP 200 $ 14.8000 March 12, 2019 Common Shares(3) SOP 5,333 $ 15.5000

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document March 12, 2019 Common Shares(3) SOP 38,267 $ 15.0079 March 12, 2019 Common Shares(3) SOP 14,253 $ 15.0411 March 13, 2019 Common Shares(3) SOP 2,572 $ 15.3400 March 14, 2019 Common Shares(3) SOP 4,565 $ 15.7558 March 15, 2019 Common Shares(3) SOP 5,333 $ 16.0669 19

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Number of Price Per Date of Issuance Type of Security Issued Securities Security March 15, 2019 Common Shares(3) SOP 5,420 $ 16.0000 March 22, 2019 Common Shares(3) SOP 25,000 $ 15.5624 March 22, 2019 Common Shares(3) SOP 25,000 $ 15.5615 March 22, 2019 Common Shares(3) SOP 15,933 $ 15.5500 March 25, 2019 Common Shares(3) SOP 15,000 $ 15.6147 March 25, 2019 Common Shares(3) SOP 25,000 $ 15.6000 March 25, 2019 Common Shares(3) SOP 25,000 $ 15.5808 March 25, 2019 Common Shares(3) SOP 19,133 $ 15.4999 March 26, 2019 Common Shares(3) SOP 25,000 $ 15.6045 March 26, 2019 Common Shares(3) SOP 25,000 $ 15.6705 March 26, 2019 Common Shares(3) SOP 25,000 $ 15.5856 March 26, 2019 Common Shares(3) SOP 2,400 $ 15.7000 March 27, 2019 Common Shares(3) SOP 933 $ 15.7000 April 3, 2019 Common Shares(1) ESPP 7,585 $ 15.5300 April 15, 2019 Common Shares(2) DRIP 17,324 $ 14.6815 April 30, 2019 Common Shares(3) SOP 1,667 $ 15.3700 May 1, 2019 Common Shares(3) SOP 10,700 $ 15.2845 May 7, 2019 Common Shares(4) RSUP 82,086 $ 13.3700 May 10, 2019 Common Shares(5) DSUP 7,875 $ 13.2000 May 17, 2019 Common Shares(3) SOP 3,650 $ 13.7500 June 19, 2019 Common Shares(3) SOP 6,667 $ 14.2724 June 21, 2019 Common Shares(3) SOP 3,333 $ 14.6000 Notes: (1) These Common Shares were issued pursuant to the Employee Share Purchase Plan of the Corporation ("ESPP").

(2) These Common Shares were issued pursuant to the Dividend Reinvestment Plan of the Corporation ("DRIP").

(3) These Common Shares were issued pursuant to the Stock Option Plan of the Corporation ("SOP").

(4) These Common Shares were issued pursuant to the Restricted Share Unit Plan of the Corporation ("RSUP").

(5) These Common Shares were issued pursuant to the Deferred Share Unit Plan of the Corporation ("DSUP").

Other than as described below, during the twelve-month period before the date of this short form prospectus, neither the Selling Shareholder or any of its affiliates has sold any Common Shares or securities that are convertible into Common Shares. Number of Price Per Date of Sale Type of Security Sold Securities Security May 17, 2019 Common Shares 663,819 US$11.24 20

TRADING PRICE AND VOLUME The Common Shares are listed and posted for trading on the TSX and the NYSE under the symbol "OR". Common Shares The following table sets forth the reported high and low prices (including intra-day prices) and the total volume of trading of the Common Shares on the TSX and the NYSE, respectively, for the periods indicated below. TSX NYSE High Low Volume High Low Volume ($) ($) (#) ($) ($) (#) 2018 June 13.38 12.17 4,475,269 10.32 9.14 5,150,299 July 12.82 12.30 4,557,785 9.77 9.34 3,321,210 August 12.37 10.27 5,665,333 9.51 7.85 4,447,526 September 10.37 9.49 8,782,717 7.92 7.29 5,410,768 October 10.96 9.66 7,722,717 8.43 7.45 4,684,194 November 10.73 9.27 5,459,790 8.21 7.00 4,057,423 December 11.99 9.35 9,057,799 8.90 7.09 5,150,548

2019 January 12.95 11.29 10,407,364 9.855 8.50 3,249,108 February 15.13 12.60 8,164,972 11.52 9.55 3,318,872 March 16.08 14.25 8,879,415 12.08 10.67 6,168,522 April 15.59 14.34 6,588,485 11.71 10.61 3,845,489 May 15.19 13.05 7,968,430 11.34 9.69 3,735,076 June (as through June 24, 2019) 15.12 13.36 6,345,339 11.47 10.04 4,579,440 On June 24, 2019, the last complete trading day prior to the filing of this short form prospectus, the closing price of the Common Shares on the TSX and the NYSE was $15.07 and US$11.45, respectively. 21

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Warrants The following table sets forth the reported high and low prices (including intra-day prices) and the total volume of trading of the warrants that were listed on the TSX under the symbols OR.WT and OR.WT.A, respectively, for the periods indicated below. OR.WT OR.WTA High Low Volume High Low Volume (C$) (C$) (#) (C$) (C$) (#) 2018 June 1.29 1.06 23,940 0.61 0.35 74,620 July 1.20 1.06 17,350 0.40 0.27 27,020 August 1.12 0.89 51,365 0.32 0.10 19,419 September 0.75 0.65 14,418 0.10 0.05 40,558 October 0.69 0.60 8,592 0.11 0.03 37,297 November 0.59 0.50 18,600 0.03 0.02 45,788 December 0.49 0.34 70,660 0.02 0.005 280,382

2019 January 0.45 0.37 26,350 0.05 0.005 618,419 February(1) 0.45 0.35 118,822 0.005 0.005 55,900 March 0.90 0.43 234,070 April 0.80 0.64 43,671 May 0.60 0.43 62,868 June (as through June 24, 2019) 0.57 0.44 95,670 Note: (1) Up to and including February 26, 2019, date on which the warrants listed under OR.WTA expired.

On June 24, 2019, the last complete trading day prior to the filing of this short form prospectus, the closing price of the warrants OR.WT on the TSX was $0.57. 22

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Debentures The Debentures are listed on the TSX under the symbol "OR.DB". The following table sets forth the price range and trading volume for the Debentures on the TSX, for the periods indicated: OR.DB High Low Volume (C$) (C$) (#) 2018 January 105.00 102.00 130,580 February 103.50 99.50 176,520 March 101.00 98.50 80,140 April 102.75 99.00 8,160 May 100.50 99.10 47,310 June 100.50 100.00 54,070 July 100.75 99.99 102,030 August 100.25 98.55 71,090 September 99.50 98.01 23,020 October 99.99 98.00 29,550 November 99.25 96.00 39,480 December 99.00 97.25 25,410

2019 January 100.50 97.76 27,440 February 102.90 99.75 4,920 March 103.50 101.50 12,140 April 103.75 102.34 31,580 May 102.50 100.01 3,740 June (as through June 24, 2019) 103.00 101.00 14,260 On June 24, 2019, the last complete trading day prior to the filing of this short form prospectus, the closing price of the Debentures on the TSX was $103.00.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS In the opinion of Bennett Jones LLP, counsel to the Corporation, and Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, the following is, as at the date of this short form prospectus, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to an investor who acquires Common Shares pursuant to the Offering and who, for the purposes of the Tax Act and at all relevant times, deals at arm's length with the Corporation, the Selling Shareholder and the Underwriters, is not affiliated with the Corporation, the Selling Shareholder or the Underwriters, and who acquires and holds the Common Shares as capital property (a "Holder"). Generally, the Common Shares will be considered to be capital property to a Holder thereof provided that the Holder does not use the Common Shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. This summary does not apply to a Holder (i) that is a "financial institution" for the purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii) , an interest in which would be a "tax shelter investment" as defined in the Tax Act; (iv) that has made a functional currency reporting election under the Tax Act; or; (v) that has entered into, or enters into, a "derivative forward agreement" or "synthetic disposition arrangement" (each as defined in the Tax Act) with respect to its Common Shares. Such Holders should consult with 23

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents their own tax advisors to determine the particular Canadian federal income tax consequences to them of purchasing Common Shares. In addition, this summary does not address the deductibility of interest by a Holder who has borrowed money to acquire Common Shares pursuant to the Offering. This summary is based upon the current provisions of the Tax Act in force as of the date hereof and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"). This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account any changes in law or in the administrative policies or assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account or consider any provincial, territorial or foreign income tax considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary. This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to a Holder in respect of the transactions described herein. The income or other tax consequences will vary depending on the particular circumstances of the Holder, including the province or provinces in which the Holder resides or carries on business. Accordingly, this summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Holder. Moreover, no advance income tax ruling has been applied for or obtained from the CRA to confirm the tax consequences of any of the transactions described herein. Holders should consult their own legal and tax advisors for advice with respect to the tax consequences of the transactions described in this short form prospectus based on their particular circumstances. Resident Shareholders The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act, is or is deemed to be resident in Canada (a "Resident Holder"). Certain Resident Holders whose Common Shares might not constitute capital property may make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Common Shares, and every other "Canadian security" as defined in the Tax Act, held by such persons, in the taxation year of the election and each subsequent taxation year to be capital property. Resident Holders should consult their own tax advisors regarding this election. Dividends Dividends received or deemed to be received on the Common Shares will be included in computing a Resident Holder's income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of "taxable dividends" received from "taxable Canadian corporations" (as defined in the Tax Act). An enhanced dividend tax credit will be available to individuals in respect of "eligible dividends" designated by the Corporation to the Resident Holder in accordance with the provisions of the Tax Act. Dividends received or deemed to be received on a Common Share by a Resident Holder that is a corporation will be included in computing the corporation's income and will generally be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of a disposition or a capital gain. A Resident Holder that is a "private corporation" or a "subject corporation" (as such terms are defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act 24

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents on the dividends received or deemed to be received to the extent such dividends are deductible in computing the Resident Holder's taxable income. Resident Holders that are corporations should consult their own tax advisors regarding their particular circumstances. Dispositions of Common Shares Upon a disposition (or a deemed disposition) of a Common Share, a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such security, as applicable, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base of such security, as applicable, to the Resident Holder. For a description of the treatment of capital gains and capital losses, see "Certain Canadian Federal Income Tax ConsiderationsResident ShareholdersCapital Gain / Loss" below. Capital Gain / Loss Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized in the year by such Resident Holder. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act. The amount of any capital loss realized on the disposition or deemed disposition of Common Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares to the extent and in the circumstance specified by the Tax Act. Similar rules may apply where a Common Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors. Capital gains realized and dividends received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. A Resident Holder that is, throughout the relevant taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act) will be subject to a refundable tax in respect of its aggregate investment income for the year, which will include taxable capital gains. Resident Holders that are "Canadian-controlled private corporations" should consult their own tax advisors regarding their particular circumstances. Non-Resident Holders The following portion of this summary is generally applicable to a Holder who at all relevant times, for purposes of the Tax Act, (i) is not resident in Canada or is deemed not to be resident in Canada and (ii) does not use or hold and is not deemed to use or hold its Common Shares in, or in the course of carrying on, a business in Canada (a "Non-Resident Holder"). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere. Such Non-Resident Holders should consult their own tax advisors. 25

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Dividends A Non-Resident Holder will be subject to Canadian withholding tax on the amount of any dividends paid or credited or deemed to be paid or credited to it on any Common Shares owned by it. Under the Tax Act, the rate of withholding is 25% of the gross amount of the dividend. The withholding rate may be reduced pursuant to the provisions of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980), as amended (the "CanadaUS Tax Treaty"), the withholding rate on any such dividend beneficially owned by a Non-Resident Holder that is a resident of the United States for purposes of the CanadaUS Tax Treaty and fully entitled to the benefits of such treaty is generally reduced to 15%. Dispositions of Common Shares A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Common Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Common Share constitutes "taxable Canadian property" to the Non-Resident Holder thereof for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable tax treaty. Provided the Common Shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX) at the time of disposition, the Common Shares generally will not constitute taxable Canadian property of a Non-Resident Holder at that time unless, at any time during the 60 month period immediately preceding the disposition, the following two conditions are met concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length, partnerships in which the Non-Resident Holder or such non-arm's length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Corporation; and (ii) more than 50% of the fair market value of the Common Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties (as defined in the Tax Act), timber resource properties (as defined in the Tax Act) or an option, an interest or right in such property, whether or not such property exists. Notwithstanding the foregoing, a Common Share may be deemed to be "taxable Canadian property" in certain other circumstances. Non-Resident Holders should consult their own tax advisors as to whether their Common Shares constitute "taxable Canadian property". If the Common Shares are "taxable Canadian property" to a Non-Resident Holder and such Non-Resident Holder is not exempt from tax under the Tax Act in respect of the disposition of such Common Shares pursuant to an applicable income tax treaty or convention, the tax consequences as described above under the headings "Certain Canadian Federal Income Tax ConsiderationsResident ShareholdersDispositions of Common Shares" and "Certain Canadian Federal Income Tax ConsiderationsResident ShareholdersCapital Gain/Loss" will generally apply.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of the Common Shares acquired pursuant to this short form prospectus. This discussion does not address all potentially relevant U.S. federal income tax considerations applicable to the ownership or disposition of the Common Shares acquired pursuant to this short form prospectus, and unless otherwise specifically provided, it does not address any state, local or non-U.S. tax considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., alternative minimum tax or estate or gift tax). Except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. 26

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As used herein, the term "U.S. Holder" means a beneficial owner of our Common Shares that, for U.S. federal income tax purposes, is: (1) a citizen or individual resident of the United States; (2) a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (4) a trust (A) if a U.S. court is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) that has elected to be treated as a U.S. person under applicable U.S. Treasury Regulations. If a partnership (or other entity or arrangement treated as a partnership for U.S. federal tax purposes) holds our Common Shares, the tax treatment of a partner in the partnership or other entity or arrangement will generally depend upon the status of the partner and the activities of the partnership. Prospective investors who are partners in partnerships (or other entities or arrangements treated as partnerships for U.S. federal tax purposes) that are beneficial owners of our Common Shares are urged to consult their tax advisors regarding the tax consequences of the ownership and disposition of Common Shares acquired pursuant to this short from prospectus. This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements, U.S. judicial decisions and existing and proposed U.S. Treasury Regulations, all of which are subject to differing interpretations, and changes to any of which subsequent to the date of this short form prospectus may affect the tax consequences described herein, possibly on a retroactive basis. This summary is not binding on the U.S. Internal Revenue Service (the "IRS"), and the IRS is not precluded from taking a position that is different from, and contrary to, the discussion set forth in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and U.S. courts could disagree with one or more of the positions taken in this summary. This summary does not purport to address all U.S. federal income tax consequences that may be relevant to a U.S. Holder as a result of the ownership and disposition of the Common Shares acquired pursuant to this short form prospectus, nor does it take into account the specific circumstances of any particular holder, some of which may be subject to special tax rules, including, but not limited to, tax exempt organizations, partnerships and other pass through entities and their owners, banks or other financial institutions, insurance companies, qualified retirement plans, individual retirement accounts or other tax-deferred accounts, persons that hold our Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale or other similar arrangements, persons that acquired our Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services, dealers in securities or foreign currencies, traders in securities electing to mark to market, U.S. persons whose functional currency (as defined in the Code) is not the U.S. dollar, holders subject to the alternative minimum tax, U.S. expatriates, persons that hold our Common Shares other than as a capital asset within the meaning of the Code, or persons that own directly, indirectly or by application of the constructive ownership rules of the Code 10% or more of our shares by voting power or by value. This summary is of a general nature only and is not intended to be tax advice to any prospective investor, and no representation with respect to the tax consequences to any particular investor is made. Prospective investors are urged to consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. income and other tax considerations relevant to them, having regard to their particular circumstances. Distributions In the event we make a distribution with respect to our Common Shares, subject to the passive foreign investment company rules below, a U.S. Holder will generally recognize, to the extent out of 27

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents our current or accumulated earnings and profits (determined in accordance with U.S. federal income tax principles), dividend income on the receipt of the distribution on our Common Shares. Because we do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that a distribution will generally be treated as a dividend for U.S. federal income tax purposes. The amount of any distributions paid in Canadian dollars will equal the U.S. dollar value of such distributions determined by reference to the exchange rate on the day they are received by the U.S. Holder (with the value of such distributions computed before any reduction for any Canadian withholding tax). A U.S. Holder will have a tax basis in Canadian dollars equal to their U.S. dollar value on the date of receipt. If the Canadian dollars received are converted into U.S. dollars on the date of receipt, the U.S. Holder should generally not be required to recognize foreign currency gain or loss in respect of the distribution. If the Canadian dollars received are not converted into U.S. dollars on the date of receipt, a U.S. Holder may recognize foreign currency gain or loss on a subsequent conversion or other disposition of the Canadian dollars. Such gain or loss generally will be treated as U.S. source ordinary income or loss. Provided that we are not treated as a passive foreign investment company in the current or prior taxable year, as discussed below, we believe that we are a "qualified foreign corporation," and therefore dividends paid by us to certain non-corporate U.S. Holders may be eligible for a preferential tax rate provided applicable holding period and no-hedging requirements are satisfied. Any amount of such distributions treated as dividends generally will not be eligible for the dividends received deduction available to certain U.S. corporate shareholders. As discussed above under "Certain Canadian Federal Income Tax ConsequencesNon-Residents Holders", distributions to a U.S. Holder with respect to our Common Shares will be subject to Canadian non-resident withholding tax. Any Canadian withholding tax paid will not reduce the amount treated as received by the U.S. Holder for U.S. federal income tax purposes. However, subject to limitations imposed by U.S. law, a U.S. Holder may be eligible to receive a foreign tax credit for the Canadian withholding tax. Because the rules applicable to the foreign tax credit rules are complex, U.S. Holders are urged to consult their advisors concerning the application of these rules in light of their particular circumstances. U.S. Holders who do not elect to claim a foreign tax credit may be able to claim an ordinary income tax deduction for Canadian income tax withheld, but only for a taxable year in which the U.S. Holder elects to do so with respect to all non-U.S. income taxes paid or accrued in such taxable year. Dispositions Subject to the passive foreign investment company rules discussed below, upon a sale, exchange or other taxable disposition of a Common Share, a U.S. Holder will generally recognize a capital gain or loss equal to the difference between the amount realized on such sale, exchange or other taxable disposition (or, if the amount realized is denominated in Canadian dollars, its U.S. dollar equivalent, determined by reference to the spot rate of exchange on the date of disposition) and the tax basis of such Common Share. Such gain or loss will be a long-term capital gain or loss if the Common Share has been held for more than one year and will be short- term gain or loss if the holding period is equal to or less than one year. Such gain or loss generally will be considered U.S. source gain or loss for U.S. foreign tax credit purposes. Long-term capital gains of certain non-corporate taxpayers are eligible for reduced rates of taxation. For both corporate and non-corporate taxpayers, limitations apply to the deductibility of capital losses. If a U.S. Holder receives any foreign currency on the sale of the Common Shares, the U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the Common Shares and the date the sale proceeds are converted into U.S. dollars. 28

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Passive Foreign Investment Company Special, generally unfavourable, U.S. federal income tax rules apply to U.S. persons owning stock of a "passive foreign investment company" within the meaning of Section 1297 of the Code. A foreign corporation will be considered a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable "look through" rules, either (1) at least 75 percent of its gross income is "passive" income (the "income test") or (2) at least 50 percent of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income (the "asset test"). For this purpose, "passive income" generally includes, among other things, interest, dividends, rents, royalties, certain gains from the sale of stock and securities and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of a non-U.S. corporation's commodities are stock in trade or inventory, depreciable property used in a trade or business, or supplies regularly used or consumed in the ordinary course of a trade or business. For purposes of determining whether a foreign corporation will be considered a PFIC, such foreign corporation will be treated as holding its proportionate share of the assets and receiving directly its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25 percent (by value) of the stock. PFIC status is fundamentally factual in nature. It generally cannot be determined until the close of the taxable year in question and is determined annually. The determination of PFIC status for any year is very fact specific, being based on the types of income we earn and the types and value of our assets from time to time, all of which are subject to change, as well as, in part, the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Additionally, the U.S. Treasury Department has not issued specific guidance on how the income and assets of a non-U.S. corporation such as us will be treated under the PFIC rules. We believe, on a more likely than not basis, that we were not a PFIC for our tax year ended December 31, 2018, and, based on our current and anticipated business activities and financial expectations, we expect, on a more likely than not basis that we will not be a PFIC for our current tax year and for the foreseeable future. If, contrary to our belief and expectation, we were classified as a PFIC in any year during which a U.S. Holder holds Common Shares, we generally will continue to be treated as a PFIC as to such U.S. Holder in all succeeding years that such U.S. Holder continues to hold our Common Shares, regardless of whether we continue to meet the income or asset test discussed above. If we were classified as a PFIC for any taxable year during which a U.S. Holder holds Common Shares, such U.S. Holder would generally be subject to increased tax liability (generally including an interest charge) upon the sale or other disposition of Common Shares or upon the receipt of certain distributions treated as "excess distributions." An excess distribution generally would be the portion of any distributions to a U.S. Holder with respect to Common Shares during a single taxable year that are in total greater than 125% of the average annual distributions received by such U.S. Holder with respect to Common Shares during the three preceding taxable years or, if shorter, during such U.S. Holder's holding period for our Common Shares. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the sale or other disposition of our Common Shares ratably over its holding period for our Common Shares. The amounts allocated to the taxable year of the excess distribution and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations in such taxable year, as appropriate, and an interest charge would be imposed on the amount allocated to that taxable year. If we were classified as a PFIC, certain elections could be available to mitigate such consequences. If our Common Shares are regularly traded on a registered national securities exchange or certain other exchanges or markets, then our Common Shares will constitute "marketable stock" for purposes 29

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents of the PFIC rules. We expect that our Common Shares will constitute "marketable stock" for purposes of the PFIC rules. U.S. Holders that make a "mark-to-market election" with respect to such marketable stock would not be subject to the foregoing PFIC rules. After making such an election, a U.S. Holder generally would include as ordinary income each year during which the election is in effect and during which we are a PFIC the excess, if any, of the fair market value of Common Shares at the end of the taxable year over the U.S. Holder's adjusted tax basis in our Common Shares. These amounts of ordinary income would not be eligible for the preferential tax rates applicable to qualified dividend income or long-term capital gains. A U.S. Holder with a mark-to-market election in effect also would be allowed to take an ordinary loss in respect of the excess, if any, of its adjusted tax basis in Common Shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income that was previously included as a result of the mark-to-market election). A U.S. Holder's tax basis in Common Shares would be adjusted to reflect any income or loss amounts resulting from a mark-to-market election. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless our Common Shares ceased to qualify as "marketable stock" for purposes of the PFIC rules or the IRS consented to the revocation of the election. Such mark-to-market election will not be available with respect to our subsidiaries. In the event that we are classified as a PFIC, U.S. Holders are urged to consult their own tax advisor regarding the availability of the mark-to-market election, and whether the election would be advisable in their particular circumstances. If we were a PFIC for any tax year in which a U.S. Holder held Common Shares, and such U.S. Holder had made a timely and effective election to treat us as a "qualified electing fund" (a "QEF Election") for the first tax year of such U.S. Holder's holding period in which we were classified as a PFIC, then such U.S. Holder generally would not be subject to the PFIC rules described in the preceding two paragraphs. Instead, such U.S. Holder would be subject to U.S. federal income tax on such holder's pro rata share of (a) our net capital gain, which would be taxed as long-term capital gain to such U.S. Holder, and (b) our ordinary earnings, which would be taxed as ordinary income to such U.S. Holder. A QEF Election, once made, would be effective with respect to such U.S. Holder's Common Shares for all subsequent tax years in which we were treated as a PFIC, unless the QEF Election is invalidated or terminated or the IRS consents to revocation of the QEF Election. The QEF election will not be available, however, if we do not provide the information necessary to make such an election. If we were classified as a PFIC, we do not expect to provide the information necessary to make a QEF election, and thus, the QEF election will not be available with respect to Common Shares. As discussed above in "Distributions," notwithstanding any election made with respect to our Common Shares, if we were a PFIC in either the taxable year of the distribution or the preceding taxable year, dividends received with respect to Common Shares will not qualify for reduced rates of taxation. In any year in which we were classified as a PFIC, a U.S. Holder generally will be required to file an annual report with the IRS containing certain information regarding such holder's interest in us, subject to certain exceptions. A failure to satisfy such reporting requirement could result in the extension of the statute of limitations with respect to federal income tax returns filed by such U.S. Holder. The PFIC rules are complex, and each U.S. Holder is urged to consult its own tax advisor regarding the foregoing reporting requirements, the advisability of making a QEF Election or mark-to-market election, and any other tax consequences under the PFIC rules of acquiring, owning and disposing of our Common Shares. Net Investment Income Tax Certain U.S. Holders who are individuals, estates or trusts, and whose income exceeds certain thresholds, are required to pay an additional 3.8 percent tax on their "net investment income," which 30

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents includes, among other items, dividends and net gain from the sale or other disposition of property (other than property held in certain trades or businesses). U.S. Holders who are individuals, estates or trusts are urged to consult their tax advisors regarding the effect, if any, of this tax on their ownership and disposition of our Common Shares. Information Reporting and Backup Withholding Certain U.S. Holders are required to report information relating to an interest in our Common Shares, subject to certain exceptions (including an exception for common shares held in accounts maintained by certain financial institutions), by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in our Common Shares. Additionally, information reporting will apply to dividends paid to a U.S. Holder in respect of Common Shares and the proceeds received by a U.S. Holder from the sale, exchange or other disposition of Common Shares within the United States unless the U.S. Holder is an exempt recipient. A backup withholding tax may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number or certification of exempt status or fails to report in full dividend and interest income. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holder's U.S. federal income tax liability, provided that the required information is furnished to the IRS in a timely manner. U.S. Holders are urged to consult their tax advisors regarding information reporting requirements relating to their ownership of our Common Shares.

RISK FACTORS An investment in the Offered Shares, as well as the Corporation's prospects, are speculative due to the risky nature of its business and the present stage of its development. Investors may lose their entire investment. Investors should carefully consider the risk factors described below and under the heading "Risk Factors" in the AIF. The risks described below and in the AIF are not the only ones facing the Corporation. Additional risks not currently known to the Corporation, or that the Corporation currently deems immaterial, may also impair the Corporation's operations. There is no assurance that risk management steps taken will avoid future loss due to the occurrence of the risks described below or other unforeseen risks. If any of the risks described below or in the AIF actually occur, the Corporation's business, financial condition and operating results could be adversely affected. Investors should carefully consider the risks below and in the AIF and the other information elsewhere in this short form prospectus and consult with their professional advisors to assess any investment in the Corporation. A Positive Return in an Investment in the Offered Shares is Not Guaranteed There is no guarantee that an investment in the Offered Shares will earn any positive return in the short term or long term. An investment in the Offered Shares involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Offered Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. Market Price of Securities There can be no assurance that an active market for the Common Shares will be sustained after the Offering. Securities markets have a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. It 31

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents may be anticipated that any market for the Common Shares will be subject to market trends generally and the value of the Common Shares on the TSX and NYSE may be affected by such volatility in response to numerous factors. Factors unrelated to the financial performance or prospects of the Corporation include macroeconomic developments, and market perceptions of the attractiveness of particular industries. There can be no assurance that continued fluctuations in commodity prices will not occur. As a result of any of these factors, the market price of the securities of the Corporation at any given point in time may not accurately reflect the long term value of the Corporation. The Corporation may be a "Passive Foreign Investment Company", or PFIC, under applicable U.S. Income Tax Rules If the Corporation were to constitute a PFIC for any year during a U.S. holder's holding period, then certain potentially adverse U.S. federal income tax rules would affect the U.S. federal income tax consequences to such U.S. holder resulting from the acquisition, ownership and disposition of the Offered Shares. The U.S. Treasury Department has not issued specific guidance on how the income and assets of a non-U.S. corporation such as the Corporation will be treated under the PFIC rules. The Corporation believes, on a more likely than not basis, that it was not a PFIC for its tax year ended December 31, 2018, and, based on its current and anticipated business activities and financial expectations, the Corporation expects, on a more likely than not basis that it will not be a PFIC for its current tax year and for the foreseeable future. The determination as to whether a corporation is, or will be, a PFIC for a particular tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations and uncertainty. In addition, there is limited authority on the application of the relevant PFIC rules to entities such as the Corporation. Accordingly, there can be no assurance that the Internal Revenue Service will not challenge the views of the Corporation concerning its PFIC status. In addition, whether any corporation will be a PFIC for any tax year depends on its assets and income over the course of such tax year, and, as a result, the Corporation's PFIC status for its current tax year and any future tax year cannot be predicted with certainty. Each U.S. holder should consult its own tax adviser regarding the PFIC status of the Corporation.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT In addition to the documents specified in this short form prospectus under "Documents Incorporated by Reference," the underwriting agreement described in this short form prospectus, the consents of auditors, Guy Desharnais, Ph.D., P.Geo and legal counsel, and the powers of attorney from the directors and certain officers of the Corporation have been or will be filed with the SEC as part of the registration statement of which this short form prospectus forms a part.

LEGAL MATTERS Certain legal matters relating to the Offering and this short form prospectus will be passed upon on behalf of the Corporation by Bennett Jones LLP, with respect to Canadian law, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, with respect to United States law, Torys LLP on behalf of the Selling Shareholder and Osler, Hoskin & Harcourt LLP on behalf of the Underwriters.

INTERESTS OF EXPERTS Guy Desharnais, Ph.D., P.Geo, has reviewed and approved certain scientific and technical information as set out herein in relation to the Corporation and is named in the AIF as having reviewed and approved certain scientific and technical information as set out under the heading "Material Mineral ProjectsThe Canadian Malartic Royalty" with respect to the Canadian Malartic 32

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Royalty; "Material Mineral ProjectsThe Éléonore Royalty" with respect to the Éléonore Royalty; "Material Mineral ProjectsThe Renard Stream" with respect to the Renard Stream; and "Material Mineral ProjectsThe Mantos Stream" with respect to the Mantos Stream. Information with respect to each of the above has been prepared in accordance with the exemption set forth in section 9.2 of NI 43-101 and may be reviewed under the headings "Material Mineral ProjectsThe Canadian Malartic Royalty", "Material Mineral ProjectsThe Éléonore Royalty", "Material Mineral ProjectsThe Renard Stream" and "Material Mineral ProjectsThe Mantos Stream", respectively, in the AIF. As of the date hereof, Dr. Guy Desharnais, Ph.D., P.Geo, holds (i) 1,488 Common Shares, (ii) 17,800 options to purchase Common Shares, and (iii) 8,147 RSUs. As of the date hereof, the partners and associates of each of Bennett Jones LLP and Osler, Hoskin & Harcourt LLP, each as a group, own, directly or indirectly less than 1% of the outstanding Common Shares.

AUDITORS, TRANSFER AGENT AND REGISTRAR The auditors of the Corporation are PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants, located at 1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Québec, Canada H3B 4Y1. PricewaterhouseCoopers LLP has confirmed that it is independent of the Corporation within the meaning of the Code of ethics of chartered professional accountants (Quebec) and within the meaning PCAOB Rule 3520, Auditor Independence. The transfer agent and registrar for the Common Shares is AST Trust Company (Canada), which is located at 2001 University, Suite 1600, Montréal, Québec, Canada H3A 2A6, where transfers of Osisko's securities may be recorded. 33

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS Indemnification of Directors and Officers Under the Québec Business Corporations Act (the "QBCA"), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant's request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the conduct was lawful (the "Indemnity Conditions"). The indemnification may be made in connection with a derivative action only with court approval. The aforementioned individuals are entitled to indemnification from the Registrant as a matter of right if they were not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done, and they fulfill the Indemnity Conditions. The Registrant may advance moneys to the individual for the costs, charges and expenses of a proceeding; however, the individual shall repay the moneys if the individual does not fulfill the Indemnity Conditions. The by-laws of the Registrant provide that the Registrant may, subject to the QBCA, purchase and maintain insurance for the benefit of any director, officer, or certain other persons as set out above, against any liability incurred by them in their capacity as a director or officer of the Registrant or an individual acting in a similar capacity of the Registrant or of another body corporate where he or she acts or acted in that capacity at the Registrant's request. The Registrant has purchased third party director and officer liability insurance. In addition, the Registrant has entered into indemnity agreements with its directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. The exhibits listed in the exhibit index, appearing elsewhere in this Registration Statement, have been filed as part of this Registration Statement. II-1

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS Item 1. Undertaking The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities. Item 2. Consent to Service of Process A written Appointment of Agent for Service of Process and Undertaking on Form F-X for the Registrant and its agent for service of process is being filed concurrently herewith. Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement on Form F-10. III-1

3.2*Term Sheet.

Annual information form of the Registrant dated March 28, 2019 for the financial year ended 4.1 December 31, 2018 (incorporated by reference from Exhibit No. 99.1 to the Registrant's Form 40-F, filed with the Commission on March 29, 2019).

Audited consolidated financial statements of the Registrant, as at and for the years ended December 31, 2018 and December 31, 2017, together with the notes thereto and the auditors' report 4.2 thereon, dated February 20, 2019 (incorporated by reference from Exhibit No. 99.2 to the Registrant's Form 40-F, filed with the Commission on March 29, 2019).

Management's discussion and analysis of the Registrant for the fiscal year ended December 31, 4.3 2018, dated February 20, 2019 (incorporated by reference from Exhibit No. 99.3 to the Registrant's Form 40-F, filed with the Commission on March 29, 2019).

Management information circular of the Registrant dated March 21, 2019 distributed in connection 4.4 with the annual and special meeting of shareholders of the Registrant held on May 1, 2019.

Unaudited condensed interim consolidated financial statements of the Registrant as at and for the 4.5 three-month periods ended March 31, 2019 and March 31, 2018, together with the notes thereto dated May 1, 2019.

Management's discussion and analysis of the Registrant for the three months ended March 31, 2019, 4.6 dated May 1, 2019.

5.1 Consent of PricewaterhouseCoopers LLP.

5.2*Consent of Guy Desharnais, Ph.D., P.Geo.

5.3*Consent of Bennett Jones LLP.

5.4*Consent of Osler, Hoskin & Harcourt LLP.

6.1 Powers of Attorney (included on the signature page of this Registration Statement). * To be filed by amendment.

III-2

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Québec, on June 25, 2019. OSISKO GOLD ROYALTIES LTD

By: /s/ ELIF LÉVESQUE Name: Elif Lévesque Chief Financial Officer and Vice Title: President, Finance III-3

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bryan A. Coates, Elif Lévesque and André Le Bel, or any of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and any and all additional registration statements (including amendments and post-effective amendments thereto) in connection with any increase in the amount of securities registered with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated. Signature Capacity Date

/s/ SEAN ROOSEN Chair of the Board of Directors and Chief Executive June 25, 2019 Sean Roosen Officer (Principal Executive Officer)

/s/ BRYAN A. COATES President (Principal Executive Officer) June 25, 2019 Bryan A. Coates

/s/ ELIF LÉVESQUE Chief Financial Officer and Vice President, Finance June 25, 2019 Elif Lévesque (Principal Financial and Accounting Officer)

/s/ JOANNE FERSTMAN Lead Director June 25, 2019 Joanne Ferstman

/s/ FRANÇOISE BERTRAND Director June 25, 2019 Françoise Bertrand

/s/ JOHN F. BURZYNSKI Director June 25, 2019 John F. Burzynski III-4

/s/ CHRISTOPHER C. CURFMAN Director June 25, 2019 Christopher C. Curfman

/s/ PIERRE LABBÉ Director June 25, 2019 Pierre Labbé

/s/ OSKAR LEWNOWSKI Director June 25, 2019 Oskar Lewnowski

/s/ CHARLES E. PAGE Director June 25, 2019 Charles E. Page III-5

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AUTHORIZED REPRESENTATIVE Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on June 25, 2019.

Osisko Mining (USA) Inc.

By: /s/ BRYAN A. COATES Name: Bryan A. Coates Title: Director and President III-6

Notice of Annual Meeting of Shareholders and Management Information Circular

Our Annual Meeting of the holders of common shares will be held at 2:00 p.m. (Eastern Daylight Time) on May 1st, 2019 at the Fairmont The Queen Elizabeth.

Shareholders may exercise their rights by attending the meeting or by completing a form of proxy.

YOUR VOTE AS A SHAREHOLDER IS IMPORTANT. VOTE TODAY.

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Osiskos proxy solicitation agent:

Laurel Hill Advisory Group North American Toll-Free Number: 1-877-452-7184 Collect Calls Outside North America: 1-416-304-0211 Email: [email protected]

Dear Fellow Shareholder:

We are pleased to invite you to our 5th annual meeting of shareholders to be held on May 1, 2019 at the Fairmont The Queen Elizabeth Hotel, located in Montréal, Québec.

At this meeting, we will update you on our activities and our progress in establishing Osisko Gold Royalties Ltd as a leading intermediate precious metals royalty company. We made significant progress in 2018 in acquiring additional royalties and streams, and increasing our equity positions in emerging mine developers. Although we were greatly disappointed with the weakness in our share price during 2018, which has been affected by overall lack of interest by investors in the resource sector, we are delighted to see that since the end of 2018, we have experienced a rebound in our share price, increasing by approximately 70% as of the date of this management information circular. We maintain our positive outlook for precious metal prices, which combined with the growth profile of our gold equivalent ounces with over 85% generated from precious metals should deliver increasing cash flows. In late 2014, we instituted a dividend policy, which has distributed $86 million to date, and established share buy-back programs, totalling $45 million since their inception.

During our meeting, we will ask you to approve the resolutions put forward by your Board of Directors and the Management team, including:

1. The election of 8 candidates to our Board of Directors;

2. The appointment of PricewaterhouseCoopers LLP as the Corporations independent auditor for 2019;

3. The approval of the amended Deferred Share Unit Plan to allow for the settlement in common shares at the Corporations discretion and to reserve 0.5% of common shares issued and outstanding for the plan; and

4. We will also ask you to confirm our approach to our Executive Compensation Program, which has been established to attract and retain a team to execute our value creation strategy and deliver returns in a highly competitive market.

1100, Avenue des Canadiens-de-Montréal, suite 300, Montréal, Québec, Canada H3B 2S2 Telephone (514) 940-0670 - Fax (514) 940-0669 www.osiskogr.com

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our management information circular provides you with background information on the matters that will be addressed at the meeting.

Your participation is important to us. In the event you cannot attend, we urge you to express your support by voting on the various proposals that we will be putting forward at our annual meeting, using your proxy in advance of the meeting.

We are also pleased to respond to your comments or queries. You may contact me directly at ([email protected]) or you may contact our Investor Relations Group at ([email protected]).

We thank you for your ongoing support and confidence as we continue to build shareholder value at Osisko Gold Royalties Ltd.

Respectfully,

/s/ Sean Roosen Sean Roosen Chair of the Board of Directors and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 5

MANAGEMENT INFORMATION CIRCULAR 6

PROXY MATTERS AND VOTING INFORMATION 6

VOTING SECURITIES 8

PRINCIPAL HOLDER OF VOTING SECURITIES 8 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON 9

SHAREHOLDER VOTING MATTERS AND RECOMMENDATION 9

FINANCIAL STATEMENTS 9

ELECTION OF DIRECTORS 9

VOTING RESULTS OF 2018 ANNUAL MEETING 19

TENURE OF THE BOARD 20

2018 BOARD AND COMMITTEE ATTENDANCE RECORD 21

DIRECTOR COMPENSATION 22 RETAINER, ATTENDANCE FEES AND SHARE-BASED REMUNERATION 22 DIRECTOR COMPENSATION TABLE 23

STATEMENT OF EXECUTIVE COMPENSATION 27 COMPENSATION GOVERNANCE 27 COMPENSATION DISCUSSION AND ANALYSIS 29

PERFORMANCE GRAPH 49

CHIEF EXECUTIVE OFFICER COMPENSATION LOOKBACK 51

CHIEF EXECUTIVE OFFICER SECURITIES OWNERSHIP AND VALUE AT RISK 51

EXECUTIVE COMPENSATION 52

PENSION PLAN BENEFITS 66

TERMINATION AND CHANGE OF CONTROL BENEFITS 66

SECURITIES OWNERSHIP 69

STATEMENT OF CORPORATE GOVERNANCE PRACTICES 70

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS 90

LIABILITY INSURANCE 90

APPOINTMENT AND REMUNERATION OF AUDITORS 90

APPROVAL OF THE AMENDED DEFERRED SHARE UNIT PLAN 91

ADVISORY VOTE ON EXECUTIVE COMPENSATION 95

SHAREHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING 95

ADDITIONAL INFORMATION 95

CONTACTING OSISKOS BOARD OF DIRECTORS 96

APPROVAL 96

SCHEDULE A 97 BOARD OF DIRECTORS CHARTER 97

To the shareholders of Osisko Gold Royalties Ltd (the Corporation or Osisko):

NOTICE IS HEREBY GIVEN that the annual meeting (the Meeting) of the holders of common shares of the Corporation (the Common Shares) will be held at 2:00 p.m. (Eastern Daylight Time) on Wednesday, May 1st, 2019 at the Fairmont The Queen Elizabeth, Viger Ballroom, 900, René-Lévesque Boulevard West, Montreal, Québec, Canada, H3B 4A5, for the following purposes:

1. To receive the Corporations audited consolidated financial statements for the year ended December 31, 2018 and the independent auditors report thereon;

2. To elect the Corporations directors for the ensuing year;

3. To appoint PricewaterhouseCoopers LLP as the Corporations independent auditor for fiscal year 2019 and to authorize the directors to fix their remuneration;

4. To approve the amended Deferred Share Unit Plan to allow for the settlement in common shares at the Companys discretion and to reserve 0.5% of common shares issued and outstanding for the plan, as more fully described in the accompanying management information circular;

5. To consider and, if deemed advisable, adopt an advisory resolution accepting Osiskos approach to executive compensation, the full text of which is reproduced in the accompanying management information circular; and

6. To transact such other business as may properly be brought before the Meeting or at any adjournment thereof.

Dated at Montréal, Quebéc, Canada this 21st day of March, 2019.

By order of the Board of Directors,

/s/ André Le Bel André Le Bel Vice President, Legal Affairs and Corporate Secretary

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. A shareholder may attend the Meeting in person or may be represented by proxy. If you do not expect to attend the Meeting or any adjournment thereof in person, and would like your Common Shares represented, please date, sign and return the enclosed form of proxy for use at the Meeting or any adjournment thereof. To be effective, the proxy must be received by the Corporations transfer agent, AST Trust Company (Canada), via the internet: [email protected], by mail: 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6; or by fax to 1 (866) 781-3111 (North American Toll Free) no later than 2:00 p.m. (Eastern Daylight Time) on Monday, April 29, 2019 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Meeting may be adjourned. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline.

2019 Management Information Circular

This management information circular (the Circular) is provided in connection with the solicitation of proxies by the management of Osisko Gold Royalties Ltd (the Corporation or Osisko) for use at the annual meeting of the shareholders of the Corporation (the Shareholders) to be held on Wednesday, May 1st, 2019 at 2:00 p.m. (Eastern Daylight Time) (the Meeting) and at every adjournment thereof. Except where otherwise indicated, this Circular contains information as of the close of business on March 19, 2019 and all currency amounts are shown in Canadian dollars.

PROXY MATTERS AND VOTING INFORMATION

Solicitation of Proxies

The enclosed proxy is being solicited by the management of the Corporation. Solicitation will be primarily by mail but proxies may also be solicited by telephone, or personally by directors, officers or employees of the Corporation. In addition, the Corporation has retained the services of Laurel Hill Advisory Group (Laurel Hill) to provide the following services in connection with the Meeting: review and analysis of the Circular, recommending corporate governance best practices where applicable, liaising with proxy advisory firms, developing and implementing shareholder proxies, and the solicitation of proxies including contacting Shareholders by telephone. For these services, Laurel Hill will receive a fee of $35,000, plus reasonable out-of-pocket expenses. The Corporation will bear all expenses in connection with the solicitation of proxies. In addition, the Corporation shall, upon request, reimburse brokerage firms and other custodians for their reasonable expenses in forwarding proxies and related material to beneficial owners of Common Shares.

Appointment of Proxy

The persons named in the enclosed form of proxy are executive officers of the Corporation. A Shareholder has the right to appoint a person, who need not be a Shareholder of the Corporation, other than the persons designated in the accompanying form of proxy, to attend and act on his or her behalf at the Meeting. To exercise this right, a Shareholder may cross out the names printed on the form of proxy and insert such other persons name in the blank space provided in the accompanying form of proxy or complete another appropriate form of proxy.

Revocability of Proxy

A proxy given pursuant to this solicitation may be revoked by an instrument in writing executed by the Shareholder or by the Shareholders attorney authorized in writing and delivered either to AST Trust Company (Canada) (AST) at 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, or by fax to 1 (866) 781-3111, no later than 2:00 p.m. (Eastern Daylight Time) on Monday, April 29, 2019 or at any time up to and including the last business day preceding the day of any adjournment of the Meeting at which the proxy is to be used, or to the Chair or Secretary of such Meeting on the day of the Meeting or any adjournment thereof, or by any other manner permitted by law. Any proxy given by a registered Shareholder can also be revoked by the Shareholder if he or she attends the Meeting in person and so requests.

Beneficial Shareholders (as defined herein) will have different methods and should carefully follow the instructions provided to them from their intermediary.

Beneficial Shareholders

A beneficial Shareholder is a Shareholder whose shares are registered in the name of a representative, such as an investment dealer or another intermediary (collectively, Intermediaries), rather than in the Shareholders name (Beneficial Shareholder).

In accordance with Canadian securities legislation, the Meeting materials are being sent to both registered and Beneficial Shareholders. There are two types of Beneficial Shareholders shareholders who have objected to the disclosure of their identities and share positions (OBOs) and shareholders who do not object to the Corporation knowing who they are (NOBOs).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In the case of NOBOs, Meeting materials have either (a) been sent by the Corporation (or its agent) directly to NOBOs, or (b) been sent by the Corporation (or its agent) to intermediaries holding on behalf of NOBOs for distribution to such shareholder. If you are a NOBO and the Corporation (or its agent) has sent the Meeting materials directly to you, your personal information has been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.

As it relates to OBOs, the Corporation intends to pay Intermediaries to send proxy-related materials and voting instruction forms to OBOs. Most intermediaries delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (Broadridge). Broadridge mails a voting instruction form (VIF) in lieu of a form of proxy provided by Osisko. For your Common Shares to be voted, you must follow the instructions on the VIF that is provided to you. You can complete the VIF by: (i) calling the phone number listed thereon; (ii) mailing the completed VIF in the envelope provided; or (iii) using the internet at www.proxyvote.com.

If you are a Beneficial Shareholder and are unable to attend the Meeting, but wish that your voting rights be exercised on your behalf by a Proxyholder, you must follow the voting instructions on the VIF. If you are a Beneficial Shareholder and wish to exercise your voting rights in person at the Meeting, you must indicate your own name in the space provided for such purpose on the VIF in order to appoint yourself as Proxyholder and follow the instructions therein with respect to the execution and transmission of the document. If you have any questions with respect to the foregoing or need help with voting, we invite you to contact Laurel Hill by calling toll-free 1 (877) 452-7184 if you are in North America, or 1 (416) 304-0211 if you are outside North America, or by emailing at [email protected].

Voting Information

Common Shares represented by properly executed proxies in favour of the persons designated in the enclosed form of proxy will be voted or withheld from voting on any ballot that may be called for and, if the Shareholder specifies a choice in respect of the matters to be voted upon, the Common Shares shall be voted or withheld from voting in accordance with the specification made by the Shareholder. If no specification is made, such Common Shares will be voted FOR all of the following agenda items: (i) the election of each of the proposed nominees as directors of the Corporation for the ensuing year; (ii) the appointment of PricewaterhouseCoopers LLP as independent auditor of the Corporation and the fixing of its remuneration by the directors; (iii) the adoption of an ordinary resolution to approve the Corporations amended Deferred Share Unit Plan; and (iv) the adoption of an advisory resolution accepting Osiskos approach to executive compensation. These Items are further described and discussed in the Circular.

The enclosed proxy confers discretionary authority upon the persons named therein to vote as he or she sees fit with respect to amendments or variations to matters identified in the notice relating to the Meeting and other matters which may properly come before the Meeting. At the date of this Circular, the management of the Corporation is not aware that any such amendments, variations, or other matters are to be presented for action at the Meeting.

Completed and signed proxies must be deposited at the office of the Corporations registrar and transfer agent, AST Trust Company (Canada), 2001 Robert-Bourassa Blvd., Suite 1600, Montréal, Québec, H3A 2A6, and must be received not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the Chair of the Meeting elects to exercise his discretion to accept proxies received subsequently. Telephone voting can be completed at 1 (888) 489-7352. Internet voting can be completed at www.astvotemyproxy.com. Alternatively, you may fax your proxy to 1 (416) 368-2502 or toll free in Canada and the United States to 1 (866) 781-3111, or scan and email to [email protected]. Beneficial Shareholders will have different voting methods and are encouraged to carefully follow the instructions provided on the VIF.

2019 Management Information Circular

Following the Meeting of Shareholders, a report on the voting results will be filed with the Canadian securities regulatory authorities at www.sedar.com.

NOTICE-AND-ACCESS RULES

The Corporation has elected to use the notice-and-access provisions under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101, and together with NI 51-102, the Notice-and-Access Provisions) for the Meeting. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allows issuers to post electronic versions of proxy-related materials on-line, via the System for Electronic Document Analysis and Retrieval (SEDAR) and one other website, rather than mailing paper copies of such materials to Shareholders.

Instead of receiving this Circular, Shareholders will receive a Notice of Meeting with the proxy or voting instruction form, as the case may be, along with instructions on how to access the Meeting materials online. The Corporation will send the Notice of Meeting and proxy form directly to registered Shareholders and NOBOs. The Corporation will pay for intermediaries to deliver the Notice of Meeting, voting instruction form and other Meeting materials requested by OBOs. This Circular and other relevant materials are available on the Corporations corporate Internet website (http://www.osiskogr.com/en/2019-agm/) or on SEDAR (www.sedar.com).

Objecting Beneficial Shareholders may request a paper copy of the Meeting materials, at no cost, from Broadridge Investor Communications Corporation by calling toll-free 1 (877) 907-7643 and entering the 16-digit control number located on the voting instruction form or via internet at www.proxyvote.com by using the 16-digit control number located in the voting instruction form. To ensure that you receive the materials in advance of the voting deadline and the Meeting, all requests must be received no later than April 16, 2019 to ensure timely receipt. Requests for Meeting materials may be made up to one year from the date the Circular is filed on SEDAR.

If you are a registered Shareholder or a NOBO and wish to receive a copy of this Circular or need help with voting, we invite you to contact Laurel Hill by calling toll-free 1 (877) 452-7184 if you are in North America, or 1 (416) 304-0211 if you are outside North America, or by emailing your request to [email protected].

The Corporation will not use procedures known as stratification in relation to the use of Notice-and-Access Provisions. Stratification occurs when an issuer using Notice-and-Access Provisions sends a paper copy of the Circular to some Shareholders with a Notice Package.

If you request a paper copy of the materials, please take note that no additional proxy form or voting instruction form shall be sent to you. Therefore, please make sure that you retain the form that you received with the Notice of Meeting for voting purposes.

VOTING SECURITIES

As of March 19, 2019, 154,913,345 Common Shares of the Corporation were outstanding. Holders of Common Shares of record at the close of business on March 19, 2019 (the Record Date) will be entitled to one vote for each such Common Share held by them.

PRINCIPAL HOLDER OF VOTING SECURITIES

To the knowledge of the directors and executive officers of the Corporation and according to the latest data available as of March 19, 2019, there are three Shareholders owning, directly or indirectly, or exercising control or direction over more than 10% of the voting rights attached to all Common Shares.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Number of Common Percentage of Outstanding Shares Common Shares Name (#) (%) Betelgeuse LLC(1) 30,906,594(2) 19.95 Caisse de dépôt et placement du Québec(3) 19,597,694(2) 12.65 Van Eck Associates Corporation 15,554,762(2) 10.04

Notes:

(1) Betelgeuse LLC is an entity related to Orion Mine Finance.

(2) On the basis of the information available on SEDAR (www.sedar.com) and on SEDI (www.sedi.ca).

(3) Of which, 1,391,961 Common Shares are held directly by the CDPQ Sodèmex Inc. and 18,205,733 Common Shares are held by CDP Investissements Inc., both wholly-owned subsidiaries of the Caisse dépôt et placement du Quèbec.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Unless as otherwise disclosed in this Circular, no director or executive officer, past, present or nominated hereunder, or any associate or affiliate of such persons, or any person on behalf of whom this solicitation is made, has any interest, direct or indirect, in any matter to be acted upon at the Meeting, except that such persons may be directly involved in the normal business of the Meeting or the general affairs of the Corporation.

BUSINESS TO BE TRANSACTED AT THE MEETING

SHAREHOLDER VOTING MATTERS AND RECOMMENDATION

Appointment of Advisory Resolution on PricewaterhouseCoopers Approval of the Executive Voting Matters Election of 8 Directors LLP Amended DSU Plan Compensation Board Vote Recommendation FOR EACH NOMINEE FOR FOR FOR For more information See Page 9 90 91 95

FINANCIAL STATEMENTS

The audited consolidated financial statements of the Corporation for the financial year ended December 31, 2018 and the report of the auditor thereon will be presented at the Meeting. These consolidated financial statements and managements discussion and analysis were sent to all Shareholders who have requested a copy with this Notice of Annual and Special Meeting of Shareholders and Circular, as applicable. The Corporations consolidated financial statements and related management discussion and analysis for the year ended December 31, 2018 are available on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov) as well as on the Corporations website (www.osiskogr.com).

ELECTION OF DIRECTORS

The executive management team (the Management) of the Corporation is supervised by the board of directors (the Board of Directors or Board) as per the Business Corporations Act (Québec). The members of the Board are elected annually at each annual meeting of Shareholders to hold office until the next annual meeting unless, prior thereto, he or she resigns, or the office of such director becomes vacant by death, removal, or other cause. The articles of incorporation of the Corporation provide that our Board shall consist of a minimum of three (3) and a maximum of fifteen (15) directors. Accordingly, eight (8) nominees are being proposed as directors for election by the Shareholders at the Meeting for the current year, each to hold office until the next annual meeting of Shareholders or

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document until such persons successor is elected or appointed. You can vote for all of these proposed directors, vote for some of them and withhold for others, or withhold for all of them.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following tables set out information about each directors summary career profile, their board committee memberships (the Board Committee Membership or Board Committee), meeting attendance during the most recently completed financial year, principal directorships with other reporting issuers as well as other public and parapublic corporations on whose boards the nominees currently serve or have served in the past five years, areas of expertise and the number of securities they hold, either in the form of Common Shares, stock options (options), deferred share units (DSUs), restricted share units (RSUs), warrants or debentures of the Corporation.

Unless otherwise directed, the persons named in the enclosed proxy form intend to VOTE FOR the election of each of the proposed nominees whose names are set out below. The proposal requires the approval of a majority of the votes cast at the Meeting.

Mr. Pierre D. Chenard, who acted as a nominee director of the Caisse dépôt et placement du Québec (the Caisse) pursuant to an investor rights agreement entered into between the Caisse and the Corporation, and Mr. André Gaumond have decided not to stand for re-election at the Shareholders Meeting. As such, Messrs. Chenard and Gaumond are not part of the nominees that are being proposed as directors for election by the Shareholders at the Meeting for the ensuing year. Taking into account the decisions of Messrs. Chenard and Gaumond, the Board of Directors has decided to establish the size of the Board to eight (8) directors. Pursuant to an investor rights agreement entered into between the Caisse and the Corporation, the Caisse retains the right to appoint one nominee to the Board of Directors of the Corporation, for so long as the Caisse, together with its affiliates, owns more than 10% of the outstanding Common Shares of the Corporation. In addition, Betelgeuse LLC also holds a nomination right pursuant to a shareholder participating agreement entered into between Betelgeuse LLC and the Corporation and proposed Mr. Oskar Lewnowski as its nominee on the Board of Directors of the Corporation.

The members of the Board of Directors would like to express their appreciation to Messrs. Chenard and Gaumond for their contribution over the years and also wish to extend to them their gratitude for their guidance and services during their mandate as directors of the Corporation.

Each of the nominees has provided the information as to the Common Shares of the Corporation he or she beneficially owns or over which he or she exercises control or direction, as at March 19, 2019. All nominees have served continuously as director of the Corporation since their appointment or first election in such capacity.

The Corporation has adopted a majority voting policy, which is further described in the Circular under the heading Statement of Corporate Governance Practices - Majority Voting and Director Resignation Policy for Election of Directors.

2019 Management Information Circular

FRANCOISE BERTRAND Status: Independent(1) Quebec, Canada Age: 70 Director since: November 2014 Annual Meeting Votes: 2018: 99.44% In Favour 2017: 99.68% In Favour 2016: 95.41% In Favour 2015: 99.74% In Favour Areas of Expertise: Corporate Governance General Management Government Relations Human Resources Sustainability Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 6/6 4/5 10/11 Human Resources Committee 5/5 N/A 5/5 Sustainability Committee 2/2 N/A 2/2 Overall Attendance: 94% Public Board Membership in the past 5 years and Interlocking Directorships Quebecor Inc. (2003 - 2014) Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 1,200 18,288 1,200 14,928 Osisko DSUs 46,213 704,286 36,179 450,067 Total Value ($) 722,574 464,995 Ownership Requirement - Target Date to Meet Target Attainted in 2016 Ms. Francoise Bertrand chairs the board of directors of Via Rail Canada and the board of directors of ProAction International since 2017. She has held leadership roles in numerous public and private organizations. Ms. Bertrand was formerly the President and Chief Executive Officer of the Fédération des chambres de commerce du Québec, President of

the Canadian Radio-Television and Telecommunication Commission (CRTC), President and Chief Executive Officer of Société de radio-télévision du Québec (Télé-Québec), and Dean of Resource Management at the Université du Québec à Montréal (UQAM). She also has served on the Board of Directors of various government and charitable organizations. Ms. Bertrand was recently nominated to receive the ICD Fellowship Award at the ICD National Conference in June 2019. Ms. Bertrand holds a Bachelor of Arts - Major in Sociology from Université de Montréal and a Master's degree in Environmental Studies from York University. She is a graduate from the Directors Education Program sponsored by the Institute of Directors of Canada and the Rotman School of Management - McGill. Ms. Bertrand's outstanding career achievements have led her to be appointed as a Chevalier de lOrdre national du Québec, and an Officer of the Order of Canada.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document JOHN BURZYNSKI Status: Non Independent(1) Ontario, Canada Age: 55 Director since: April 2014 Annual Meeting Votes: 2018: 93.91% In Favour 2017: 98.93% In Favour 2016: 97.58% In Favour 2015: 92.22% In Favour Areas of Expertise: Corporate Governance Financial General Management Government Relations Human Resources International Business Mergers/Acquisitions Sustainability Technical/Mining Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 6/6 4/5 10/11 Sustainability Committee(4) 1/1 N/A 1/1 Overall Attendance: 92% Public Board Membership in the past 5 years and Interlocking Directorships Barkerville Gold Mines Ltd. - Interlock with Sean Roosen Major Drilling Group International Inc. - No Interlock Osisko Metals Incorporated - No Interlock Osisko Mining Inc. - Interlock with Sean Roosen Strongbow Exploration Inc. (2015 - 2018) Osisko Mining Corporation (2006 - 2014) Condor Petroleum Inc. (2011 - 2016) Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 17,294 263,561 18,805 233,934 Osisko DSUs 16,809 256,169 7,265 90,377 Osisko RSUs 3,255 49,606 16,796 208,942 Osisko Warrants(5) - - 5,000 8,000 Value ($) 569,336 541,253 Ownership Requirement -

Target Date to Meet Target Attainted in 2015 Options Grant Date (mm-dd-yy) Expiry Date (mm-dd-yy) Options (#) Exercise Price ($) Total Unexercised (#) Value of Unexercised Options(6) ($) 09-09-14 09-08-19 190,000 14.90 190,000 64,600 06-30-15 06-30-20 60,600 15.80 60,600 03-21-16 03-21-21 15,933 13.38 15,933 29,635 Mr. John Burzynski is President and Chief Executive Officer and Director of Osisko Mining Inc. ("Osisko Mining"), an associate company of the Corporation. He was Senior Vice President, New Business Development of the Corporation until August 31, 2016. Mr. Burzynski has over 30 years of international experience in global exploration and development of mining projects. He also has experience in developing strategy, financing and marketing of emerging companies. He is one of the three founders of Osisko Mining Corporation (2003) where he held various positions, including Vice President Exploration, Vice President Corporate Development and member of its board of directors. He is also a founding member of EurAsia Holding AG, a European venture capital fund. Mr. Burzynski holds a Bachelor of Science (Honours) degree in geology from Mount Allison University, and a Master of Science in exploration and mineral economics from Queen's University.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CHRISTOPHER C. Status: Independent(1) CURFMAN Illinois, United States of Director since: May 2016 America Age: 67 Annual Meeting Votes: 2018: 99.58% In Favour 2017: 99.84% In Favour 2016: 99.85% In Favour Areas of Expertise: Corporate Governance Financial General Management Human Resources International Business Mergers/Acquisitions Sustainability Technical/Mining Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 6/6 4/5 10/11 Human Resources Committee(7) 2/2 2/2 Governance and Nomination Committee 4/4 4/4 Sustainability Committee(7) 1/1 1/1 Overall Attendance: 94% Public Board Membership in the past 5 years and Interlocking Directorships N/A Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 5,500 83,820 5,500 68,420 Osisko DSUs 29,462 449,001 19,708 245,168 Value ($) 532,821 313,588 Ownership Requirement - Target Date to Meet Target Attained in 2018 Mr. Christopher C. Curfman is a retired senior executive of Caterpillar Inc., one of the world's largest mobile equipment suppliers to the mining industry. During his 21-year career with Caterpillar, Mr. Curfman has held several progressive positions in Asia, Australia and USA, including Senior Vice

President of Caterpillar and President of Caterpillar Global Mining from 2011 to his retirement at the end of 2015. Mr. Curfman also held senior positions with Deere & Company prior to joining Caterpillar. He has extensive international experience and a customer focused legacy at Caterpillar. His global leadership was key to Caterpillar's success in the mining industry. He also served as a board member at various organizations, including the Canadian Institute of Mining, the National Mining Association, the World Coal Association and several universities. Mr. Curfman holds a Bachelor of Science degree in Education from Northwestern University, and has completed certificate programs in accounting and finance from the Wharton School of Business, University of Pennsylvania in 1991, a three-year executive program from Louisiana State University in 1997 and the executive program of Stanford Graduate School of Business in 2002. He was also awarded an Honorary Doctorate in Mining Engineering from the University Missouri-Rolla in 2013.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document JOANNE FERSTMAN Status: Independent(1) Ontario, Canada Age: 51 Lead Director since: April 2014 Annual Meeting Votes: 2018: 99.47% In Favour 2017: 97.52% In Favour 2016: 95.50% In Favour 2015: 94.69% In Favour Areas of Expertise: Corporate Governance Financial General Management Human Resources Mergers/Acquisitions Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 6/6 5/5 11/11 Audit Committee 4/4 4/4 Human Resources Committee 5/5 5/5 Overall Attendance: 100% Public Board Membership in the past 5 years and Interlocking Directorships Dream Unlimited Corp. - No interlock Cogeco Communications Inc. - No interlock ATS Automatic Tooling Systems - No interlock Aimia Inc. (2008 - 2017) Excellon Resources Inc. (2013 - 2015) Osisko Mining Corporation (2013 - 2014) Dream Office REIT (2003 - 2018) Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 19,500 297,180 14,500 180,380 Osisko DSUs 69,634 1,061,222 54,628 679,572 Osisko Warrants(5) - - 2,500 4,000 Osisko Debentures(8) 100 103,500 100 100,000 Value ($) 1,458,402 963,952 Ownership Requirement - Target Date to Meet Target Attained in 2016 Ms. Joanne Ferstman is a corporate director. She

has over 20 years of progressive experience in the financial industry, where she was until 2012 officer of Dundee Capital Market Inc., a full service investment dealer with principal businesses that include investment banking, institutional sales and trading, and private client financial advisory. She has held several leadership positions within Dundee Corporation and DundeeWealth Inc., where she was responsible for strategic development, financial and regulatory reporting and risk management. Ms. Ferstman holds a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University and is a Chartered Professional Accountant.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PIERRE LABBE Status: Independent(1) Quebec, Canada Age: 53 Director since: February 2015 Annual Meeting Votes: 2018: 99.74% In Favour 2017: 98.08% In Favour 2016: 99.22% In Favour 2015: 95.13% In Favour Areas of Expertise: Corporate Governance Financial General Management International Business Mergers/Acquisitions Technical/Mining Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 5/6 3/5 8/11 Audit Committee 4/4 4/4 Governance and Nomination Committee 4/4 4/4 Overall Attendance: 84% Public Board Membership in the past 5 years and Interlocking Directorships Agility Health Inc. - No Interlock Virginia Mines Inc. (2008 - 2015) Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 6,145 93,650 6,145 76,444 Osisko DSUs 36,389 554,568 26,518 329,884 Osisko Warrants(5) - - 1,000 1,600 Osisko Debentures(8) 25 25,875 25 25,000 Value ($) 674,093 432,928 Ownership Requirement - Target Date to Meet Target Attainted in 2016 Options Grant Date (mm-dd-yy) Expiry Date (mm-dd-yy) Options (#) Exercise Price ($) Total Unexercised (#) Value of Unexercised Options(6) ($) 07-11-2014 07-11-2024 3,613 13.62 3,613 5,853 01-15-2014 01-15-2024 3,613 13.93 3,613 4,733

07-29-2013 07-29-2023 3,650 10.58 3,650 17,009 01-15-2013 01-15-2023 3,648 10.73 3,648 16,452 Mr. Pierre Labbe is Chief Financial Officer of IMV Inc. and was Vice President and Chief Financial Officer of Leddartech Inc. from April 2015 to March 2017. He has more than 25 years of progressive financial leadership roles in various industries. He was Vice President and Chief Financial Officer of the Quebec Port Authority (October 2013 - April 2015), and has experience in the resource sector, having served as Chief Financial Officer of Plexmar Resources (2007-2012), Sequoia Minerals (2003-2004), and Mazarin Inc. (2000-2003). Mr. Labbe, in his role as senior financial officer, has participated in the development of strategic plans and in mergers and acquisitions (over $1 billion in transactions). Mr. Labbe was a nominee to the Osisko Board by Virginia Mines Inc. as part of the Osisko-Virginia business combination in 2015. Mr. Labbe holds a Bachelor's Degree in Business Administration and a license in accounting from Université Laval, Quebec City. He is a member of Ordre des comptables professionnels agréés du Québec, the Chartered Professional Accountants of Canada and the Institute of Corporate Directors.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document OSKAR LEWNOWSKI Status: Independent(1) New York, United States of America Director since: July 2017 Age: 53 Annual Meeting Votes: 2018: 99.23% In Favour Areas of Expertise: Financial Corporate Governance General Management Government Relations Human Resources International Business Mergers/Acquisitions Technical/Mining Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 2/6 1/5 3/11 Overall Attendance: 27% Public Board Membership in the past 5 years and Interlocking Directorships CannaRoyalty Corp. (doing business as Origin House) - No Interlock Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko DSUs 19,680 299,923 12,379 153,995 Value ($) 299,923 153,995 Ownership Requirement - Target Date to Meet Target to be Attained by July 31, 2020 Mr. Oskar Lewnowski is the founder and Chief Investment Officer of Orion Resource Partners. Prior to founding Orion, Mr. Lewnowski was a founding partner of the Red Kite Group and the Chief Investment Officer of the mine finance business. Before this, Mr. Lewnowski was a Director for Corporate Development at Varomet Ltd, a metals processor and merchant banking firm. Before this, Mr. Lewnowski was a Vice President for Credit Suisse

First Boston in London, where he was responsible for preparing growth companies for public distribution of their securities. Until 1993, he held various positions in trading as well as mergers and acquisitions at Deutsche Bank both in New York and Frankfurt culminating in his founding membership of the Deutsche Capital Markets Division. Mr. Lewnowski was appointed to the Board of Directors in accordance with the acquisition of the Orion Mine Finance Group Royalty Portfolio as a nominee as nominee of Betelgeuse LLC, the Corporation's largest Shareholder which currently beneficially owns 30,906,594 Common Shares of the Corporation and representing 19.95% of Osisko's issued and outstanding Common Shares. Mr. Lewnowski earned a BS/BA in Business Administration from Georgetown University and an MBA from the Leonard Stern School of Business (New York University).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CHARLES E. PAGE Status: Independent(1) Ontario, Canada Age: 67 Director since: April 2014 Annual Meeting Votes 2018: 99.57% In Favour 2017: 99.89% In Favour 2016: 76.95% In Favour 2015: 90.28% In Favour Areas of Expertise: Corporate Governance Financial General Management Government Relations Human Resources International Business Mergers/Acquisitions Sustainability Technical/Mining Board and Committee Meeting Attendance during 2018 Regular Ad Hoc Total Board 6/6 5/5 11/11 Audit Committee(10) 2/2 - 2/2 Human Resources Committee 5/5 - 5/5 Governance and Nomination Committee(10) 3/3 - 3/3 Overall Attendance 100% Public Board Membership in the past 5 years and Interlocking Directorships Unigold Inc. No interlock Wesdome Gold Mines Ltd. No interlock Alexandria Minerals Corporation (2007 - 2014) Osisko Mining Corporation (2013 - 2014) Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 55,215 841,477 55,215 686,875 Osisko DSUs 46,423 707,486 36,385 452,629 Value ($) 1,548,963 1,139,504 Ownership Requirement - Target Date to Meet Target Attained in 2014 Mr. Charles E. Page is a corporate director and has more than 40 years of experience in the mineral industry. During his

career, Mr. Page has held progressive leadership roles in developing strategies to explore, finance and develop mineral properties in Canada and internationally. Mr. Page worked at Queenston Mining Inc. in various capacities, including President and Chief Executive Officer, from 1990 to its sale to Osisko Mining Corporation in 2012. Mr. Page holds a Bachelor of Science degree in Geological Science from Brock University and a Master of Science degree in Earth Science from the University of Waterloo. He is a Professional Geologist registered in the province of Ontario and Saskatchewan, and is also a Fellow of the Geological Association of Canada.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SEAN ROOSEN Status: Non Independent(1) Quebec, Canada Age: 55 Director since: April 2014 Annual Meeting Votes: 2018: 98.84% In Favour 2017: 96.01% In Favour 2016: 92.67% In Favour 2015: 92.45% In Favour Areas of Expertise: Corporate Governance Financial General Management Government Relations Human Resources International Business Mergers/Acquisitions Sustainability Technical/Mining Board and Committee Meeting Attendance during 2018 Ad Regular Hoc Total Board 6/6 5/5 11/11 Sustainability Committee 1/2 1/2 Overall Attendance: 92% Public Board Membership in the past 5 years and Interlocking Directorships Barkerville Gold Mines Ltd. - Interlock with John Burzynski(11) Osisko Mining Inc. - Interlock with John Burzynski(11) Victoria Gold Corp. - No Interlock Condor Petroleum Inc. (2011 - 2019) Dalradian Resources Inc. (2010 - 2018) Osisko Metals Incorporated (formerly Bowmore Exploration Ltd.) (2009 - 2015) NioGold Mining Corporation (2014 - 2016) Osisko Mining Corporation (2003 - 2014) Falco Resources Ltd. (2014 - 2019) Investment, Ownership and Total Value of Equity 2019(2) (March 19) (#) 2019(2) Value ($) 2018(3) (March 19) (#) 2018(3) Value ($) Osisko Common Shares 428,278 6,526,957 426,187 5,301,766 Osisko RSUs 179,714 2,738,841 112,494 1,399,425 Value ($) 9,265,798

6,701,191 Ownership Requirement - Target Date to Meet Target Attainted in 2014 Options Grant Date (mm-dd-yy) Expiry Date (mm-dd-yy) Options (#) Exercise Price ($) Total Unexercised (#) Value of Unexercised Options(6) ($) 09-09-14 09-08-19 253,400 14.90 253,400 86,156 06-30-15 06-30-20 121,200 15.80 121,200 03-21-16 03-21-21 127,600 13.38 127,600 237,336 06-07-17 06-07-22 82,800 16.66 82,800 05-07-18 05-07-23 30,800 12.97 30,800 69,916 Mr. Sean Roosen is the Chair of the Board of Directors and Chief Executive Officer of the Corporation. Mr. Roosen was a founding member of Osisko Mining Corporation (2003) and of EurAsia Holding AG, a European venture capital fund. Mr. Roosen has over 30 years of progressive experience in the mining industry. As founder, President, Chief Executive Officer and Director of Osisko Mining Corporation, he was responsible for developing the strategic plan for the discovery, financing and development of the Canadian Malartic Mine. He also led the efforts for the maximization of shareholders' value in the sale of Osisko Mining Corporation, which resulted in the creation of Osisko. Mr. Roosen is an active participant in the resource sector and in the formation of new companies to explore for mineral deposits both in Canada and internationally. In 2017, Mr. Roosen received an award

from Mines and Money Americas for best Chief Executive Officer in North America and was, in addition, named in the "Top 20 Most Influential Individuals in Global Mining". In prior years, he has been recognized by several organizations for his entrepreneurial successes and his leadership in innovative sustainability practices. Mr. Roosen is a graduate of the Haileybury School of Mines. Mr. Roosen serves on the board of directors of Barkerville Gold Mines Ltd., Osisko Mining Inc. and Victoria Gold Corp. as a representative of Osisko.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NOTES: Independent refers to the standards of independence established in the Regulation 52-110 respecting Audit Committees (Regulation 52-110). The 2019 Value is equal to, as applicable, the sum of: (i) the product of the multiplication of the closing price of the Common Shares of the Corporation on the Toronto Stock Exchange (TSX) on March 19, 2019, being $15.24, by the number of Common Shares, DSUs and RSUs held at such date; and (ii) the face value of debentures held. The 2018 Value is equal to, as applicable, the sum of: (i) the product of the multiplication of the closing price of the Common Shares of the Corporation on TSX on March 19, 2018, being $12.44 (as disclosed in the management information circular of the Corporation dated March 21, 2018) by the number of Common Shares, DSUs and RSUs held at such date; and (ii) the product of the multiplication of the closing price of the Warrants on the TSX on March 19, 2018, being $1.60, by the number of Warrants also held at such date. Mr. John Burzynski ceased to act as a member of the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018. The Warrants were issued as part of a bought deal public offering by way of a short form prospectus. Warrant holders were entitled to purchase one Common Share of the

Corporation at a price of $19.08 per Common Share for a period of 36 months following the closing date. The Warrants expired on February 26, 2019. Value of Unexercised Options is calculated on the basis of the difference between the closing price of the Common Shares on the TSX on March 19, 2019, being $15.24, and the exercise price of the options, multiplied by the number of unexercised options held as at such date. Mr. Curfman was appointed to the Human Resources Committee and ceased to act as a member of the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018. Value of Debentures is not taken into account in the determination of securities ownership requirement. The number of unexercised options represent Replacement Osisko Options pursuant to a plan of arrangement involving Osisko, Virginia and 9081798 Canada Inc., which took effect on February 17, 2015. Mr. Page was appointed to the Audit Committee and ceased to act as a member of the Governance and Nomination Committee following the annual and special meeting of shareholders held on May 3rd, 2018. Member of the board of directors as a representative of the Corporation, which is a significant investor in this company. VOTING RESULTS OF 2018 ANNUAL MEETING The voting results for the

election of directors at the 2018 annual and special meeting of shareholders of the Corporation were as follows: NAME OF NOMINEE VOTES FOR VOTES WITHHELD Number % Number % Françoise Bertrand 124,293,169 99.44 694,519 0.56 John Burzynski 117,375,123 93.91 7,612,565 6.09 Pierre D. Chenard 124,621,716 99.71 365,972 0.29 Christopher C. Curfman 124,461,483 99.58 526,205 0.42 Joanne Ferstman 124,323,634 99.47 664,054 0.53 André Gaumond 124,035,155 99.24 952,533 0.76 Pierre Labbé 124,656,616 99.74 331,072 0.26 Oskar Lewnowski 124,031,269 99.23 956,419 0.77 Charles E. Page 124,444,166 99.57 543,522 0.43 Sean Roosen 123,542,449 98.84 1,445,239 1.16

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TENURE OF THE BOARD The following table illustrates the age group, gender, applicable tenure and location of residence for each of the nominee non-executive directors: AGE GENDER APPLICABLE TENURE REGION NAME 50 - 54 55 - 59 60 - 64 65 - 70 FEMALE MALE 12 YEARS (From March 2016) (LAST ELECTION) 72 YEARS OF AGE (LAST ELECTION) ONTARIO, CANADA QUEBEC, CANADA ILLINOIS, USA NEW YORK, USA Françoise Bertrand Independent (5th year of re-election - 2019)(1) 2021 John Burzynski Non Independent 2027 Christopher C. Curfman Independent (5th year of re-election - 2020)(1) 2024 Joanne Ferstman Independent 2027 Pierre Labbé Independent (5th year of re-election - 2019) (1) 2027 Oskar Lewnowski Independent (5th year of re-election - 2022) (1) 2029 Charles E. Page Independent 2024 NOTE: (1) The Board Tenure Limits shall not apply to a non-executive director who has yet to be elected annually for the fifth consecutive time by the Shareholders in accordance with the Corporations Majority Voting and Director Resignation Policy. Once a non-executive director has been elected or re-elected for five (5) times, the Board Tenure Limits, as described under the heading Policy regarding Tenure on the Board of Directors, shall apply despite the fact that a director

continued to receive satisfactory annual performance evaluations, has the needed skills and experience and meets other Board policies or legal requirements for Board service.

The table below reflects the record of attendance by directors at meetings of the Board of Directors and its standing Committees, as well as the total number of Board and Committee meetings held during the most recently completed financial year:

ATTENDANCE 2018 MEETINGS TOTAL

Governance and

Human Resources Nomination Sustainability

Board of Directors Audit Committee Committee Committee Committee Committees Overall

Number Number

Member Number % Number % Number % Number % Number % and % and %

BERTRAND, 7/7 17/18

Françoise 10/11 91 5/5 100 2/2 100 100 94

BRADLEY, Victor H.(1) 5/5 9/9

4/4 100 2/2 100 3/3 100 100 100

BURZYNSKI, John (2) 1/1 11/12

10/11 91 1/1 100 100 92

CHENARD, Pierre 7/7 18/18

D.(3) 11/11 100 2/2 100 4/4 100 1/1 100 100 100

CURFMAN, 7/7 17/18

Christopher C.(4) 10/11 91 2/2 100 4/4 100 1/1 100 100 94

FERSTMAN, Joanne 9/9 20/20

11/11 100 4/4 100 5/5 100 100 100

GAUMOND, André(5) 2/2 12/13

10/11 91 2/2 100 100 92

LABBÉ, Pierre 8/8 16/19

8/11 73 4/4 100 4/4 100 100 84

LEWNOWSKI, Oskar 3/11

3/11 27 27

PAGE, Charles E.(6) 10/10 21/21

11/11 100 2/2 100 5/5 100 3/3 100 100 100

PERRON, Jacques(1) 5/5 9/9

4/4 100 2/2 100 3/3 100 100 100

ROOSEN, Sean 1/2 12/13

11/11 100 1/2 50 50 92

TOTAL (%): 89 100 100 100 92 95 90

NOTES:

(1) Mr. Victor H. Bradley and Mr. Jacques Parron did not stand for re-election in May 2018.

(2) Mr. John Burzynski ceased to act as a member of the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018.

(3) Mr. Pierre D. Chenard was appointed to the Audit Committee and the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018. In

addition, Mr. Chenard, who acted as a nominee director of the Caisse pursuant to an investor rights agreement entered into between the Caisse and the Corporation, decided not to stand

for re-election at this Meeting.

(4) Mr. Christopher Curfman was appointed to the Human Resources Committee and ceased to act as a member of the Sustainability Committee following the annual and special meeting of

shareholders held on May 3rd, 2018.

(5) Mr. André Gaumond is not standing for re-election at this Meeting.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (6) Mr. Charles E. Page was appointed to the Audit Committee and ceased to act as a member of the Governance and Nomination Committee following the annual and special meeting of

shareholders held on May 3rd, 2018.

A private session is included in the agenda of every Board and Committee meeting and the non-executive directors or the Committee members have the prerogative to hold such private session or not at their discretion. At the request of the directors or the Committee members, attendance of certain members of Management of the Corporation may be required from time to time.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The table below displays the total number of private sessions held by directors during the most recently completed financial year:

Human Governance and Resources Nomination Sustainability Board of Directors Audit Committee Committee Committee Committee Regular Ad Hoc Regular Regular Regular Regular Number of Private Sessions held: 5 of 5 3 of 6 4 of 4 3 of 5 3 of 4 2 of 2

DIRECTOR COMPENSATION

RETAINER, ATTENDANCE FEES AND SHARE-BASED REMUNERATION

The directors total compensation is reviewed annually by the Human Resources Committee (the Committee). In 2016, the Committee requested that an external review be conducted by Meridian Compensation Partners LLC (Meridian), in order to assist the Committee in reviewing the directors total compensation. Based on such review, the Board, upon recommendation of the Committee, concluded that the compensation structure was reasonable and aligned the interests of directors with those of Shareholders over the long-term, particularly as equity is delivered in the form of DSUs.

The Committee oversees directors compensation. The Committee determines, from time to time, the respective value of the annual retainer and DSU grant to be made to non-executive directors and makes its recommendation to the Board of Directors.

An annual retainer and attendance fees for Board and Committee service are paid on a quarterly basis to non-executive directors only.

The Board of Directors makes fixed value DSU grants to non-executive directors. The Board of Directors adopted the DSU plan (the DSU Plan), which is further described below under the heading Deferred Share Unit Plan, and elected to fix an annual value to such grant at approximately $120,000 for the non-executive Board members and $180,000 for the lead director (Lead Director). Furthermore, each new non-executive director is granted an initial one-time grant having a value of $200,000. The Lead Director is granted an initial one-time grant having a value of $300,000. Such initial DSU grants (the Initial DSU Grants) are consistent with the practice of welcoming new non-executive Board members by making an initial long-term incentive award. With respect to the annual grant of DSUs to a non-executive director in the year following the receipt of the Initial DSU Grant, such annual grant is prorated to take into account that the Initial DSU Grant shall cover an initial period of twelve (12) months.

Non-executive directors are not eligible to receive options. Mr. Burzynski received options of the Corporation given his executive role until 2016. As shown in the biography of Mr. Labbé, Replacement Osisko Options are also outstanding, which are scheduled to expire at the latest on July 11, 2024.

All annual and initial DSU grants, as well as annual retainers and attendance fees paid to non-executive directors are described below:

RETAINERS AND FEES ANNUAL RETAINERS Board ($) Non-executive director of the Board 40,000 Additional retainer allocated to the Lead Director of the Board 60,000

ANNUAL RETAINERS Committees/Members and Chairs ($) Chair of the Audit Committee 20,000 Chair of all other Committees 10,000

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document PER MEETING FEES Attendance/Travel ($) Board and Committee Meeting Attendance Fees (in person or via conference call) 1,500 Special Committee Meeting Attendance Fees (in person or via conference call) 1,500 Board and Committee Meeting Per Diem Fee (payable to non-executive directors who are required to travel for at least four hours to attend a meeting) 1,000

DSUs Initial and Annual ($ Value) ($) Annual grant to the Lead Director of the Board 180,000 Annual grant to a non-executive director of the Board 120,000 Initial one-time grant to the Lead Director 300,000 Initial one-time grant to a new non-executive director 200,000

DIRECTOR COMPENSATION TABLE

The total value of retainers, attendance fees and share-based awards paid by the Corporation to non-executive directors in respect of meetings of the Board and its standing Committees during the most recently completed financial year was $1,855,346. The following table provides a summary of the compensation received by each non-executive director of the Corporation for the most recently completed financial year:

Option- Fees Share-Based Based Non-Equity Incentive Pension All Other Earned Awards Awards Plan Compensation Value Compensation(3) Total Name(1) ($) ($)(2) ($) ($) ($) ($) ($) Françoise Bertrand 79,041 120,000 199,041 Victor H. Bradley(4) 30,736 2,000 32,736 John Burzynski 60,014 120,000 180,014 Pierre D. Chenard 80,431 77,143 157,574 Christopher C. Curfman 74,014 120,000 194,014 Joanne Ferstman 153,500 180,000 333,500 André Gaumond 66,310 120,000 186,310 Pierre Labbé 77,500 120,000 197,500 Oskar Lewnowski 46,000 90,989 136,989 Charles E. Page 86,635 120,000 206,635 Jacques Perron(4) 29,033 2,000 31,033

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table sets forth in detail each component of the total retainer, attendance fees and per diem paid to each non-executive directors during the financial year ended December 31, 2018:

Annual Retainer Attendance Fees and Per Diem Committee Committee Board Committee Per Board Member Member Chair Meetings Meetings Diem Total Fees Name(1) ($) ($) ($) ($) ($) ($) ($) Françoise Bertrand 40,000 5,014 10,027 13,500 10,500 79,041 Victor H. Bradley(2) 13,626 1,703 3,407 4,500 7,500 2,000 32,736 John Burzynski(3) 40,000 5,014 13,500 1,500 60,014 Pierre D. Chenard(4) 40,000 8,310 6,621 15,000 10,500 80,431 Christopher C. Curfman(5) 40,000 10,014 13,500 10,500 74,014 Joanne Ferstman 100,000 5,000 20,000 15,000 13,500 153,500 André Gaumond 40,000 8,310 15,000 3,000 66,310 Pierre Labbé 40,000 5,000 10,000 10,500 12,000 77,500 Oskar Lewnowski 40,000 6,000 46,000 Charles E. Page(6) 40,000 10,014 6,621 15,000 15,000 86,635 Jacques Perron(2) 13,626 3,407 4,500 7,500 2,000 31,033 TOTAL: 447,252 61,786 56,676 126,000 91,500 4,000 787,214

NOTES: (1) Mr. Sean Roosen, Chair of the Board and Chief Executive Officer of the Corporation does not receive any compensation as director of the Corporation. Mr. Roosens compensation is further disclosed in the Summary Compensation Table and elsewhere in this Circular. (2) Messrs. Victor H. Bradley and Jacques Perron did not stand for re-election in May 2018. The retainer and attendance fees were paid until the annual and special meeting of shareholders held on May 3rd, 2018. (3) Mr. John Burzynski ceased to act as a member of the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018. The retainer and attendance fees for such Committee were paid until the annual and special meeting of shareholders held on May 3rd, 2018. (4) Mr. Pierre D. Chenard was appointed to the Audit Committee and the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018. The retainer and attendance fees payments took effect upon his appointment. (5) Mr. Christopher C. Curfman was appointed to the Human Resources Committee and ceased to act as a member of the Sustainability Committee following the annual and special meeting of shareholders held on May 3rd, 2018. The retainer and attendance fees were paid based on such changes. (6) Mr. Charles E. Page was appointed to the Audit Committee and ceased to act as a member of the Governance and Nomination Committee following the annual and special meeting of shareholders held on May 3rd, 2018. The retainer and attendance fees were paid based on such changes.

Deferred Share Unit Plan

The Corporations DSU Plan, which is in effect since the date of its assent, April 30, 2014, was adopted to enhance the Corporations ability to attract and retain talented individuals to serve as members of the Board of Directors or as officers and executives of the Corporation and its subsidiaries and to promote alignment of interests between such individuals and Shareholders of the Corporation.

The Board of Directors may grant DSUs on a discretionary basis. The number of DSUs credited to a directors account is calculated on the basis of the closing price of the Common Shares of the Corporation traded on the TSX on the day prior to the date of grant. Additional DSUs will automatically be granted to each participant whenever dividends are paid on the Common Shares of the Corporation.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As at December 31, 2018, the aggregate value of DSUs held by the Corporations non-executive directors was $3,898,741.

2019 Management Information Circular

The table below sets forth, for each non-executive director, information regarding option-based and share-based awards outstanding as at December 31, 2018.

Option-based awards Share-based awards(2) Market or payout Number of Market or payout value of vested securities Value of Number of value of share- share-based underlying Option Option unexercised in- shares or units based awards awards not paid unexercised exercise expiration the-money of shares that that have not out or options price date options(3) have not vested vested(3) distributed(3) Name(1) (#) ($) (yyyy-mm-dd) ($) (#) ($) ($) Françoise Bertrand 9,300 111,321 422,541 John Burzynski(4) 15,933 13.38 2021-03-21 12,438 148,883 86,184 60,600 15.80 2020-06-30 190,000 14.90 2019-09-08 Pierre D. Chenard(5) 5,900 70,623 147,231 Christopher C. Curfman 9,300 111,321 232,218 Joanne Ferstman 13,900 166,383 638,001 André Gaumond(6) 57,400 13.38 2021-03-21 17,464 209,044 86,184 90,900 15.80 2020-06-30 14,453(7) 13.62 2024-07-11 14,453(7) 13.93 2024-01-15 14,603(7) 10.58 2023-07-29 20,298 14,594(7) 10.73 2023-01-15 18,097 14,625(7) 9.79 2022-07-13 31,883 14,617(7) 9.83 2022-01-13 31,280 Pierre Labbé 3,613(7) 13.62 2024-07-11 9,300 111,321 310,837 3,613(7) 13.93 2024-01-15 3,650(7) 10.58 2023-07-29 5,074 3,648(7) 10.73 2023-01-15 4,524 Oskar Lewnowski(5) 7,000 83,790 147,231 Charles E. Page 9,300 111,321 424,935

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (7) The number of unexercised options represent Replacement Osisko Options pursuant to a plan of arrangement involving Osisko, Virginia and 9081798 Canada Inc. which took effect on February 17, 2015.

Incentive Plan Awards - Value Vested or Earned during the Year

The following table discloses the aggregate dollar value that would have been realized if the DSUs, RSUs and options awards had been exercised on the vesting date and the aggregate value realized upon vesting of option-based awards and share-based awards.

2019 Management Information Circular

Non-Equity Incentive Plan Option-Based Awards Share-Based Awards (DSUs/RSUs) Compensation Value Vested during the Year Value Vested during the yearm Value earned during the Yearm Name ($) ($) ($) Françoise Bertrand N/A 90,792 N/A Victor H. Bradley(3) N/A 90,792 N/A John Burzynski(4) 273,371(5) N/A Pierre D. Chenard N/A 155,103 N/A Christopher C. Curfman N/A 90,792 N/A Joanne Ferstman N/A 136,188 N/A André Gaumond(4) 330,953(5) N/A Pierre Labbé N/A 90,792 N/A Oskar Lewnowski N/A 155,103 N/A Charles E. Page N/A 90,792 N/A Jacques Perrone(3) N/A 35,308 N/A

NOTES: (1) All DSUs granted by the Corporation vest on the day prior to the next annual meeting of Shareholders following such grant. (2) The Corporations Non-Equity Incentive Plan Compensation does not apply to non-executive directors. (3) Messrs. Victor H. Bradley and Jacques Perron did not stand for re-election in May 2018. (4) The Corporations Stock Option Plan does not apply to non-executive directors. Mr. John Burzynski resigned as Senior Vice President, New Business Development of the Corporation in August 2016 and Mr. Gaumond retired as Senior Vice President, Northern Development in November 2016 and options were granted to them while they were employed by the Corporation. Furthermore, the value of vested options is based on the difference between the closing price of the Common Shares on the TSX on December 31, 2018, being $11.97, and the exercise price of the options, multiplied by the number of options vested in 2018. All options vested during 2018, were not in-the-money. (5) The amount includes the payment for RSUs granted to Messrs. Burzynski and Gaumond in 2015 as Senior Vice President, New Business Development and Senior Vice President, Northern Development; pursuant to the RSU Plan, the vesting terms consist of the following terms: half (1/2) is time-based (3 years) and the remaining portion (1/2) is also timed based (3 years) and subject to performance criteria toward achievement of the long-term objectives. All RSUs granted in 2015 vested and were paid out in August 2018.

Options Exercised during the Year

No options were exercised by directors during the financial year ended December 31, 2018. Under the Corporations stock option plan (the Stock Option Plan), non-executive directors are not eligible to option grant.

Settlement of DSUs

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On May 11, 2018, Mr. Victor H. Bradley requested the settlement of all his DSUs. Accordingly, 36,529 DSUs were settled at a share price of $13.67, being the closing market price on the TSX on May 10, 2018, for a settlement amount of $499,351, before applicable tax withholdings.

On March 14, 2019, Mr. Jacques Perron also requested for the settlement of all his DSUs. Accordingly, 18,556 DSUs were settled at a share price of $15.90, being the closing market price on the TSX on March 13, 2019, for a settlement amount of $295,040, before applicable tax withholdings.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the Corporations knowledge, no proposed director is, at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) while the proposed director was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days, or (ii) after the proposed director ceased to act in that capacity but which resulted from an event that occurred while that person was acting in such capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document To the Corporations knowledge, no proposed director is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

In addition, to the knowledge of the Corporation, no proposed director has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his assets.

Furthermore, to the knowledge of the Corporation, no proposed director has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable Shareholder in deciding whether to vote for a proposed director.

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION GOVERNANCE

The Board of Directors of Osisko is responsible for establishing and administrating a compensation program for its Chair and Chief Executive Officer, and its Named Executive Officers (collectively Named Executives) of the Corporation. The Board of Directors has delegated the oversight of the compensation program and human resources matters to the Human Resources Committee, which is composed entirely of independent directors.

The Committee has the responsibility to ensure that the Corporation attracts and retains senior leadership team that will develop and execute a strategic plan, through which is expected to deliver superior value over the long-term to the Corporations Shareholders and other stakeholders. In carrying out its duties, the Committee consults the Chair and Chief Executive Officer, the President, the Chief Financial Officer and the Vice President, Legal Affairs and Corporate Secretary. The Committee may also hire and retain, from time to time, the services of external consultants, at its discretion. The Committee also reviews various senior management development programs, as well as a succession plan for key positions.

As part of its Shareholder outreach program, the Corporation also engages with Shareholders with respect to compensation matters in addition to submitting to its Shareholders annually an advisory resolution on Osiskos approach to executive compensation. The Committee assesses the compensation structure on an annual basis in order to ensure that it is aligned with Shareholders interests.

Composition of the Human Resources Committee

The Committee is currently comprised of the following four directors: Ms. Françoise Bertrand (Chair), Mr. Christopher Curfman, Ms. Joanne Ferstman and Mr. Charles E. Page, all of whom are independent as defined under Regulation 52-110.

Relevant Education and Experience of Members of the Committee

The Board recognizes the importance of appointing independent, knowledgeable and experienced members to the Committee, who have the necessary background in executive compensation and risk management to fulfill the Committees duties and responsibilities. All members of the Committee have extensive experience as described in the directors biographies outlined previously. Specifically, they bring the following experience and skills set to the Committee:

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Ms. Françoise Bertrand Ms. Bertrand has extensive experience in leadership roles of public, private and not for profit organizations. She brings compensation and talent management insights to the Committee. Ms. Bertrand has previous experience on Human Resources/Compensation Committees of public companies, including chairing the Compensation Committee of a large entrepreneurial public media company. She has been a member of the Corporations Human Resources Committee since February 2015.

Mr. Christopher Curfman Mr. Curfman brings to the Committee more than 21 years of experience in the mining industry. He has held several progressive positions in Asia, Australia and USA, including Senior Vice President of Caterpillar and President of Caterpillar Global Mining. He has extensive international experience and an in-depth knowledge of mining operations. His global leadership was key to Caterpillars success in the mining industry. He also served as a board member at various organizations, including the Canadian Institute of Mining, the National Mining Association, the World Coal Association and several universities. He joined the Human Resources Committee in May 2018.

Ms. Joanne Ferstman Ms. Ferstmans experience includes the development, implementation and maintenance of compensation programs in the financial industry and in an entrepreneurial environment as well as negotiation and terms of executive employment. As a professional accountant, Ms. Ferstman also has experience in risk management with respect to compensation management. She is Chair of the Corporations Audit Committee and has many years of experience as chair and member of Human Resources/Compensation Committees of other public companies. She meets regularly with external compensation consultants and is up to date on compensation trends and philosophies. She has been a member of the Corporations Human Resources Committee since June 2014.

Mr. Charles E. Page Mr. Page brings to the Committee more than 40 years of experience in the mineral industry with particular insights in the management of emerging exploration companies and creation of value in the sector. As a professional geologist, he also provides technical insights in the risk management to the Committee and is a member of the Human Resources/Compensation Committees of other public companies. Mr. Page has been a member of the Corporations Human Resources Committee since June 2014.

Work Performed by the Human Resources Committee

The following summarizes the work highlights performed by the Committee in relation to the 2018 exercise:

Compensation Matters

· Reviewed the organization structure of the Corporation; · Reviewed the Corporations compensation philosophy; · Reviewed and recommended the approval of the amended RSU Plan; · Reviewed and recommended the approval of the 2017 short-term incentive payout; · Reviewed and recommended to the Board of Directors the approval of the 2018 objectives under the annual incentive program. The Committee monitored the quarterly performance against these objectives and in early 2019, conducted a detailed review of the achievements with the Chair and Chief Executive Officer and the President, and recommended annual payout; · Reviewed and recommended the approval of the amended Stock Option Plan, which, among other changes, consisted of reducing the plan from an 8% to a 5% rolling plan; · Reviewed and recommended the approval of the amended Policy on Recovery of Incentive Compensation, which consisted of including cash based and equity based compensation awarded to the Corporations officers duly appointed by the Board;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Reviewed and recommended the approval of the amended Employee Share Purchase Plan, which consisted of reducing the plan from a 1% to a 0.5% rolling plan; · Monitored long-term compensation programs (options and RSUs), including the performance against established objectives which led to the payment in 2018 of the RSUs granted in 2015; · Reviewed the long-term incentive programs and recommended to the Board to approve modifications to such long-term incentive programs; · Reviewed and recommended the approval of a salary increase for the Chair and Chief Executive Officer of the Corporation and other executive team members; · Reviewed and recommended the approval of the 2018-2021 long-term objectives for the 2018 RSU grants; · Reviewed and recommended the approval of the annual 2018 long-term grants (options and RSUs) pursuant to the long-term incentive program; · Reviewed the directors compensation program and recommended the approval of the 2018 annual grants of DSUs; · Reviewed the 2018 voting results for the advisory resolution on executive compensation (Say-on-Pay); · Reviewed settlement alternatives for RSUs and DSUs, namely providing for a settlement either in cash, Common Shares or a combination of cash and Common Shares; · Monitored development in talent management, remuneration practices and governance related thereto; and · Reviewed and assessed the performance of the Chief Executive Officer.

Governance and Administrative Matters

· Reviewed the securities ownership guidelines and executives ownership of the Corporations securities; · Reviewed the Charter of the Human Resources Committee and approved the Annual Work Program; and · Reviewed and recommended to the Board to approve the compensation disclosure contained in the Circular.

COMPENSATION DISCUSSION AND ANALYSIS

The Corporation was created as part of the corporate transaction between Agnico Eagle Mines Limited, Yamana Gold Inc. and Osisko Mining Corporation (OMC) in response to a non-solicited takeover bid (the Osisko Transaction). The Osisko Transaction was announced on April 16, 2014. Upon Closing of the Osisko Transaction, certain key senior executives employed by OMC were hired by the Corporation.

In 2014, the Committee focused on ensuring that the senior management team that had successfully created significant value for OMC be hired given their knowledge of the industry, their past execution track record and their demonstrated ability to work as a team in an entrepreneurial culture. This team also brought their extensive knowledge and understanding of the assets of the Corporation. The Committee also recognizes the positive benefits from having the entrepreneurial spirit under the leadership of Mr. Sean Roosen. The mandate of the management team was to establish a leading intermediate royalty company through the acquisition and creation of new royalties and streams to complete the initial assets of Osisko. The initial key strategic objectives, which are still in force today are:

(i) Grow asset base through the creation and acquisition of royalties, streams and investments that could lead to future cash flowing royalties and streams; (ii) Maintain strong financial capacity to fund asset growth; (iii) Attract and retain key talent to execute strategy in an entrepreneurial mode; and (iv) Maintain leadership in sustainability within the Québec and Canadian mining industry.

The Corporation has executed several transactions over the past 57 months as it builds its portfolio of royalties and streams, including a transformational transaction completed on July 31, 2017 pursuant to which the Corporation acquired from Orion Mine Finance Group (Orion) a portfolio of 74 assets (the Orion

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Transaction). The Corporation has also assigned key individuals of the core management group to assume leadership position in key associate companies, including Osisko Mining, Barkerville Gold Mines Ltd. (Barkerville) and Falco Resources Ltd. (Falco) to advance exploration and development projects, thereby providing future cash flow generating assets.

One of the key responsibilities of the Committee in establishing a compensation program for the Named Executives (as defined herein) is to ensure that such compensation will allow the Corporation to attract and retain senior individuals to develop and execute the strategic plan of the Corporation to maximize Shareholder value.

Compensation Philosophy

Our compensation philosophy is based on providing a highly competitive base salary, along with short and long-term incentives that will provide the management team with a high payout on the achievements of key strategic goals, which will create value for Shareholders and other stakeholders over the long-term.

In establishing the compensation programs, the Committee conducts comparative studies, monitors compensation trends within the mining industry and seeks input from external advisors as required. The Committee also monitors Shareholders feedback on compensation, including the results of the annual advisory vote on compensation received from Shareholders.

In addition, the Committee monitors and reviews the inherent risks related to the compensation program. To date, the Corporation has successfully been able to attract and retain management talent to develop and execute its value creation plan.

The Corporation believes that the Named Executives responsibilities are best executed through their actions as a group. The creation of a new company operating in a new field dominated by few large competitors and subject to increasing competition from private equity funds, mining companies, sovereign funds, to name a few, presents significant challenges, including the implementation of an efficient management structure in order to ensure the growth of the Corporation. In addition, the business plan of the Corporation, which includes diversification of its revenues, investment in emerging junior mining companies, creation or acquisition of royalty interests and revenue streams offer additional challenges to the Named Executives who have been and will continue to be called upon to play various roles in several fields of activity.

For these reasons, the Corporation advocates a team approach for the short and long-term incentive compensation of the Named Executives. Performance monitoring of Named Executives over the first 57 months of existence of the Corporation has confirmed the validity of this approach. Based on the recommendation of the Committee, the Board of Directors approves the corporate objectives for Named Executives of the Corporation and has also determined them to be collective goals.

Independent Compensation Consultants

The Committee, at its discretion, hires independent compensation consultants. With the establishment of Osisko in mid-2014, the Committee had mandated PCI Perrault Consulting Inc. to provide assistance in the establishment of initial compensation arrangements.

The Committee receives detailed compensation analysis from management on various companies from the mining sector in order to ensure the continued market competitiveness of the compensation of the Named Executives. At the end of 2016, the Committee mandated Meridian to conduct a review and analysis of directors and executives compensation within the sector. Meridians report was submitted to the Committee in early 2017. No independent compensation consultant was hired by the Corporation in 2018.

2019 Management Information Circular

The following table illustrates in detail the components of the advisory fees incurred by the Corporation for compensation consultants in 2018 and in 2017:

Fees incurred in 2018 Fees incurred in 2017 ($) ($) Meridian Compensation Partners LLC Compensation consulting services Nil 52,539

Compensation Comparator Group

In order to allow the members of the Committee to proceed with a review of the compensation of the Named Executives, management collected compensation information from management information circulars of a number of peer companies and submitted its findings to the Committee. Following is the list of twelve companies selected by management as part of the 2018 compensation review. These publicly-traded Canadian companies were selected to form part of the 2018 peer group (Peer Group) based on their market capitalisation, the fact that they are in the mining or mining royalty business and have operations in Quebec, Canada.

Market Cap Company Sector Head Office in ($ M)(1) Agnico Eagle Mines Limited Gold Canada 13,488 Alamos Gold Inc. Gold Canada 3,187 Altius Minerals Corporation Diversified Metals & Mining Canada 646 Detour Gold Corporation Gold Canada 2,585 Hudbay Minerals Copper Canada 2,908 IAMGOLD Corporation Gold Canada 3,414 Kirkland Lake Gold Ltd. Gold Canada 3,989 Pretium Resources Inc. Gold Canada 2,612 Semafo Inc. Gold Canada 1,160 SSR Mining Gold Canada 1,326 Stornoway Diamond Corporation Diamonds Canada 552 Wheaton Precious Metals Corp. Gold Canada 12,292 Osisko Gold Royalties Ltd Gold Canada 2,291

(1) As at December 31, 2017.

For each of the Named Executives, the members of the Committee analysed the compensation mix as well as the overall compensation package in comparison with the compensation offered by the Peer Group. Further to its analysis, the Committee determined that compensation levels and mixes were adequate for all Named Executives except for the Chief Executive Officers base salary.

Compensation Policy

As is typical in the mining industry, the Corporations executive compensation policy is comprised of a combination of cash and stock option grants and RSU grants to Named Executives. The Committee may also award DSUs to Named Executives on an ad hoc basis but has not done so to date.

2019 Management Information Circular

Direct Payout for Execution of Strategic Plan

The combination of base salaries, annual incentive, option grants and RSU grants (which are full value phantom shares, payable in cash or in shares, at the Corporations discretion, as at the end of the three-year vesting period), reflects the Corporations evolving nature and is intended to attract and retain talent in a competitive employment market. Grant of options and RSUs to Named Executives are made on an annual basis, generally following the annual meeting of Shareholders. Annual incentive, option grants and RSU grants (timed-based and performance-based) represent the value at risk portion of the total compensation of each Named Executive.

For any grant, options vest as to one third of the total grant at each of the first three anniversaries of such grant. RSU grants are subject to the following vesting terms: one half (1/2) is time-based and vests on the third anniversary of such grant while the remaining half (1/ 2), which also vests on the third anniversary of such grant, is subject to the achievement of approved long-term objectives over a three- year period (as more thoroughly described below under the heading Long-Term Incentive Compensation). The Committee considers that such performance criteria improves Named Executives alignment with Shareholders interests and further promotes value creation.

Options and RSUs also enable the Corporation to balance the ratio of long-term to short-term compensation to levels commensurate with mining industry companies and to enhance Named Executives alignment with Shareholder value creation. The Stock Option Plan, RSU Plan and the DSU Plan are further described under the heading Long-Term Incentive Compensation below.

In 2017, the Committee decided to increase the value at risk of the Named Executives through an increase of the targeted performance components of their compensation. At the same time, the Committee decided to modify the balanced allocation approach of the long-term compensation components (initially 50% options and 50% RSUs) to decrease the proportion of options to 40% and increase the proportion of RSUs to 60%.

Prior to this modification, the target of each of the four components of the compensation of the Named Executives totalled approximately 25% of the total compensation. Following are the targets for each of the four components of the compensation of the Named Executives in comparison to the actual compensation they received for 2018:

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Short term Stock Base Salary incentive Options RSUs Target 2018 Target 2018 Target 2018 Target 2018 Chief Executive Officer 20% 22% 20% 14% 24% 26% 36% 38% President and Senior Vice President 22% 24% 22% 15% 22% 24% 34% 37% Chief Financial Officer and Vice President, Legal Affairs and Corporate Secretary 23% 25% 23% 16% 21% 23% 33% 36%

Management of Compensation Risks

The Committee structures the components of the compensation program in order to generate adequate incentives to increase Shareholders value in the long-term while maintaining a balance to limit excessive risk taking.

As part of measures in place to mitigate risk related to compensation structure, the Committee establishes the total compensation of the Named Executives based on a balanced approach between fixed and variable compensation components. The use of multiple components limits the risks associated with having the focus on one specific component and provides flexibility to compensate short to medium term goals and long-term objectives in order to maximize Shareholders value.

The fixed component of the Named Executives compensation is essentially composed of the base salary, which represents between 20% and 23% of their total compensation. The components forming the remaining 77% to 80% represent the value at risk and aim at rewarding short to long-term objectives and are composed of an annual incentive (100% performance based on a yearly basis), grant of RSUs (one half of which is performance based on a 3-year period) and grant of options. In connection with the implementation of its strategic growth plan, the Corporation has generally reached its targets for each of the components of the compensation structure for the Named Executives.

The long-term compensation comprises RSUs and options. The Committee considers that the granting and vesting policies provide sufficient incentives to motivate the Named Executives in the long-term to increase the overall value of the Corporation and thereby provide an adequate alignment of their interest with those of the Shareholders. In addition, the increase of the performance component targets of the Named Executives, coupled with the reduction of the option component of the long-term incentives resulted in a further alignment of the Named Executives interests with those of the Shareholders.

Options vest over a three-year period and have a five-year term. The Committee considers that these characteristics provide sufficient incentives to motivate the Named Executives in the long-term to increase the overall value of the Corporation and thereby provide an adequate alignment of their interest with those of the Shareholders. Notwithstanding the foregoing, because of the nature of an option, market volatility may result in financial benefit which may not be strictly related to the performance of the Corporation. In assessing the component and respective proportion of the elements forming part of the long-term compensation components, the Committee decided to establish such respective proportion to 40% in options and 60% in RSUs in order to ensure that interests of the Named Executives are aligned with those of the Shareholders.

Within the scope of ensuring best practices, the Committee adopted formal securities ownership guidelines in 2015 in order to further align the long-term interests of the Shareholders, provided that the calculation of the minimum shareholding be based on:

(i) the higher of the acquisition cost or market value of shares; (ii) the higher of the issue price or market value with respect to DSUs and RSUs; and (iii) with respect to RSUs, only those which are exclusively subject to time-based vesting shall be used in the determination of the minimum securities ownership.

Additional information on the securities ownership guidelines is provided under the heading Securities Ownership.

Also, as part of the risks review presented to the Corporations Audit Committee, none was related to compensation among all risks identified. As Ms. Joanne Ferstman and Mr. Charles E. Page are both members of the Audit Committee and of the Committee, they bring their knowledge, experience and insight on risk issues to the Committee. Any identified risk related to human resources and compensation of management are transmitted to the Committee which is responsible to follow-up on the implementation of the recommendations according to established priorities. The Committee then reports the results back to the Board of Directors.

Based on the review performed in the last financial year, no risks associated with the Corporations compensation policies and practices that are likely to have a material adverse effect on the Corporation were identified. The Committee considers that the procedures and guidelines currently in place to mitigate key risks relating to compensation are adequately managed and do not encourage excessive risk taking that would likely have a material adverse effect on the Corporation. The Committee will continue to monitor and review the Corporations compensation policies and practices annually to ensure that no component of the Named Executives compensation constitutes a risk.

The compensation components are detailed below. The Corporation has not adopted any retirement plan or pension plan for its directors and officers.

Base Salary

The base salary is the only fixed component of the compensation of the Named Executives. The Corporations policy is to establish base salaries for executive officers that are competitive with relevant salaries paid to executive officers of a comparator group, while recognizing executive officers experience, competencies and track record of accomplishments and preserving a team approach toward remuneration. Salary levels therefore reflect the overall corporate performance of the Corporation, comparative market data and individual performance. The salaries of the Named Executives are reviewed and, as applicable, adjusted yearly by the Committee considering the overall corporate performance of the Named Executives team, the comparator group metrics, and, as applicable, general market conditions.

Initial salaries for the Named Executives were set in July 2014 with effect as of the commencement of operations of the Corporation in June 2014 and reviewed annually thereafter.

For 2018, the base salary of each of the Named Executives remained at the 2017 levels except for the Chief Executive Officers base salary, which was increased following a review of the compensation of the Peer Group.

Compensation Reimbursements Associate Companies

As part of its business model and strategy for growth, the Corporation invests in associate companies and, as a result, members of management, including certain Named Executives, may, from time to time, be appointed to the board of directors or executive positions in such associate companies. The Corporation allocates and charges back a portion of such Named Executives base salary to such associate company or, as applicable, takes into account the remuneration paid by such associate company to such Named Executive in reviewing and establishing the total compensation. As such, the annual base salary level shown below is the total salary that a Named Executive is receiving taking into account the portion of salary assumed directly by the Corporation and the portion assumed by associate companies, as applicable. In addition, the Corporation also reduces the long-term compensation of the Named Executive up to a value representing 50% of such long-term compensation to take into account share based awards received from associate companies.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table lists the associate companies with respect to which certain Named Executives assumed or were assuming a board member role or an executive function as of the date hereof:

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Companies Officers Directors Barkerville Gold Mines Ltd. François Vézina Sean Roosen (Chair) Osisko Metals Incorporated N/A Luc Lessard Falco Resources Ltd. Luc Lessard André Le Bel Bryan A. Coates (Chair) Osisko Mining Inc. N/A Sean Roosen (Chair) TerraX Minerals Inc. N/A Elif Lévesque Victoria Gold Corp. N/A Sean Roosen

The actual salary effectively assumed by the Corporation for each of the Named Executives is therefore adjusted to take into account the cash remuneration received by the Named Executives for their services to such associate companies.

The table below shows the annual base salary level and actual salary assumed by the Corporation, net of remuneration assumed by associate companies, for each of the Named Executives in 2017 and 2018:

Actual Actual Annual Base Salary Salary assumed by Annual Base Salary Salary assumed by level as at the Corporation in level as at the Corporation in January 1st, 2018 2018 January 1st, 2017 2017 Named Executives ($) ($) ($) ($) Sean Roosen, Chair of the Board and Chief Executive Officer 700,000 486,481 650,000 491,000 Bryan A. Coates, President 500,000 478,000 500,000 482,460 Elif Lévesque, Chief Financial Officer and Vice President, Finance 350,000 340,000 350,000 345,000 Luc Lessard, Senior Vice President, Technical Services 500,000 33,750 500,000 176,359 André Le Bel, Vice President, Legal Affairs and Corporate Secretary 310,000 209,603 310,000 229,493

The table below shows the Long-term Incentive level and actual Long-term Incentive assumed by the Corporation, net of remuneration assumed by associate companies, for each of the Named Executives in 2017 and 2018:

Annual LTI level Actual Annual LTI level Actual as at LTI assumed by the as at LTI assumed by the January 1st, 2018 Corporation in 2018 January 1st, 2017 Corporation in 2017 Named Executives ($) ($) ($) ($) Sean Roosen, Chair of the Board and Chief Executive Officer 2,100,000 1,375,585 1,950,000 983,721 Bryan A. Coates, President 1,250,000 634,000 1,250,000 1,208,621 Elif Lévesque, Chief Financial Officer and Vice President, Finance 805,000 784,342 805,000 758,351 Luc Lessard, Senior Vice President, Technical Services 1,250,000 634,000 1,250,000 923,050 André Le Bel, Vice President, Legal Affairs and Corporate Secretary 713,000 674,566 713,000 682,618

2019 Management Information Circular

The Committee believes that long-term growth of value for Shareholders is derived from the execution of short and long-term approved strategic initiatives.

The annual incentive program for the Named Executives is based on their performance as a team against corporate objectives approved by the Board of Directors. Bonuses are paid in full following awards approved by the Board of Directors, based on recommendation of the Committee. While the target for annual incentive compensation for Named Executives has been contractually established at 100% of their respective base salary, the Board of Directors retains full discretion in assessing such achievement. In addition, the Board may also factor in individual achievement, if warranted. For greater certainty, annual incentive compensation does not represent a guaranteed compensation item for the Named Executives as the determination of the performance relating to such compensation remains the sole prerogative of the Board of Directors.

As part of its duties and responsibilities and in conjunction with year-end assessments, the Committee reviews the realization of the Corporations objectives and meet with management to discuss and consider each element contained in the corporate objectives. The Committee also meets in camera to discuss this matter.

The Corporations 2018 short-term key objectives (the 2018 Key Objectives) consist of eight key categories, which are set forth below:

Allocation 2018 CORPORATE OBJECTIVES % 1) Acquire new royalties or streaming assets with targeted cash flow within short-term. Investment target set at $150 million. 30.0 2) Increase mining asset net asset value (NAV) per share by 10%. 10.0 3) Outperform TSX Gold Index by 10%. 5.0 4) Restructure offtake agreements to reduce working capital requirements, and reduce general and administration costs. 10.0 5) Increase Shareholder value through the execution of buyback of shares through its normal course issuer bid and/or increase of dividend and reduce majors Shareholders position. 15.0 6) Reduce debt by $50 million 10.0 7) Review the management of the equity portfolio, including potential creation of the Corporations capital, to enhance returns and create additional value for Shareholders 10.0 8) Maintain leadership in sustainability 10.0 TOTAL 100.0

The following is a summary of achievements completed by the Corporation toward reaching the 2018 Key Objectives:

1. Acquisition of new royalties or streaming assets with targeted cash flow within short-term period of three years. Investment targeted at $150 million

· Entered into an amended and restated purchase and sale agreement with Stornoway Diamond Corporation (Stornoway) in relation to the Renard stream. As part of the improved streaming terms the Corporation shall continue to hold a 9.6% stream in all diamonds produced from the Renard mining property for the life of the mine. Upon the completion of a sale of diamonds, the Corporation will remit to Stornoway a cash transfer payment that shall be the lesser of 40% of achieved sales price and US$40 per carat; the Corporation invested an additional $21.6 million with Stornoway as part of this transaction; · Acquired from Victoria Gold Corp. (Victoria) a 5% net smelter return (NSR) royalty for $98 million on the Dublin Gulch property which hosts the Eagle Project located in Yukon, Canada;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Received $159.4 million from Pretium Exploration Inc. following the exercise of its option to fully repurchase from Osisko Bermuda Limited its interest in the Brucejack gold and silver stream;

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Completed the acquisition of a 1.75% NSR royalty on the Cariboo property held by Barkerville Gold Mines Ltd. (Barkerville) for an aggregate purchase price of $20 million, thus increasing the Corporations NSR royalty to a total of 4% and including an option to acquire an additional 1% NSR royalty for $13 million; · Negotiated a silver stream purchase agreement for 90% (may increase to 100%) of payable silver produced at Home 5 Project held by Falco for $180 million; the transaction closed at the end of February 2019; · Notified Osisko Mining Inc. (Osisko Mining) of its intent to exercise its right to purchase Osisko Minings buyback rights on existing royalties on the Windfall Lake property for $5 million, thus allowing the Corporation to increase its royalty by an additional 1% to 2% NSR royalty; · Acquired royalties on the Dublin Tin Project held by Strongbow Exploration Inc., Algold Resources Ltd.s Tijirit Gold Project in Mauritania and Sunny Side project operated by Barksdale Capital Corp.; · Participated in the financial restructuring of the Amulsar project held by Lydian International Limited in Armenia, pending government sanctioned construction suspension; · Total investment reached more than $145 million (as part of the total commitment of more than $350 million); and · As part of new stream/financing transactions, the Corporation invested approximately $62.5 million in equities.

2. Increase mining asset NAV per share by 10%

· As at year end, the Corporations NAV per Common Share had increased by 0.2% over the value as at the end of 2017.

3. Outperform TSX Gold Index by 10%

· As at year end, the Corporations price per Common Share was at $11.97, a decrease of 17.6% compared to a 7.6% decrease for the TSX Gold Index.

4. Restructure offtake agreements to reduce working capital requirements and reduce general and administration costs

· Converted the gold offtake agreement of the Matilda project operated by Blackham Resources Limited into a 1.65% gold stream; thereby reducing the working capital by US$2 million; and · Amended the Corporations RSU plan to eliminate volatility on expenses.

5. Increase Shareholder value through the execution of the Corporations share buyback program, increase dividend or reducing major Shareholders position

· Acquired a total of 2,709,779 Common Shares under the Corporations normal course issuer bid (NCIB) at an average price of $12.15 per Common Share; · Renewed its NCIB allowing for a buyback of up to 10,459,829 Common Shares; furthermore, the Corporation declared its intent to use up to $100 million of the proceeds received from Pretium Exploration Inc. to fund share repurchases as part of its NCIB, as deemed appropriate by the Corporation from time to time; · Declared and paid since inception of the Corporations quarterly dividend program an aggregate amount of $86 million.

6. Reduction of debt by $50 million

· Repaid $123.5 million on its revolving credit facility and extended the maturity date thereof by one year to November 14, 2022.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7. Review the management of the equity portfolio, to enhance returns and create additional value for Shareholders

· Delivered shares of AuRico Metals Inc. to Centerra Gold Inc. for a $1.80 cash consideration per share and for total proceeds of $25.5 million, generating a gain of $15.5 million, based on the cash cost of the shares; · Participated with Orion Mine Finance Fund II in the privatization of Dalradian Resources Inc. (Dalradian) increasing the Corporations interest from 7.9% to 10.7%. · Acquired additional shares of Osisko Mining and of Osisko Metals Incorporated (Osisko Metals) as part of private placements completed in September 2018; · Purchased a secured debenture for an amount of $7 million from Falco that was converted into 12,104,444 Falco shares and 6,052,222 common share purchase warrants following the approval of a majority of the disinterested shareholders of Falco in November 2018; · Completed, as part of the 5% NSR royalty acquisition completed with Victoria, a share subscription totalling $50 million to acquire common shares of Victoria; · Acquired, as part of the 1.75% NSR royalty acquisition completed with Barkerville, 10,000,000 common share purchase warrants of Barkerville having an exercise price of $0.75 per Barkerville common share and which may be exercised during a period of 36 months following the closing of the transaction; and · Including the above-mentioned items, invested $104.7 million in equities and received $27.0 million as proceeds of disposal of shares.

8. Maintain leadership in sustainability

The Corporations leadership in sustainability can be grouped under 5 themes: mining industry, host communities and Governments, charities and sponsorship, project specific and governance.

(a) Mining Industry

· The Corporation continues to participate in advocacy role for the mining industry through representation in various associations (Association de lExploration Minière du Québec, Association Miniére du Québec, Fédération des chambres de commerce du Québec).

· Sponsorship of conferences at industry related events.

· Promoted gender diversity in mining and other business and continued development of Montreals Young Mining Professionals organization.

· Ms. Elif Lévesque was recognized as Québecs Chief Financial Officer of the Year for small and medium enterprises by the Québec chapter of FEI Canada and was nominated and selected for the 2018 edition of the Top 100 Global Inspirational Women in Mining co-sponsored by Women in Mining and BMO Capital Markets.

(b) Host Communities and Governments

· The Corporation continues to maintain an open dialogue with host communities and governments in order to ensure success of mining enterprises. It also participates in Québecs Plan Nord initiatives.

· Members of management of the Corporation also participated with the Québec Government on increasing investor and stakeholder awareness for resource development in Québec.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · The Corporation is actively involved with the Fonds Restor-Action Nunavik, which goal is the cleaning and rehabilitation of abandoned mining sites in partnership with governments, Inuit and First Nations.

· The Corporation supports various charities and community organizations.

· It also promotes higher education either through direct sponsorship or through lectures and conferences given by members of management.

(d) Project specific

· The Corporation initiated dialogue with the Québec Government on projects being developed by associate companies.

· Through its growth, the Corporation was able to maintain strong employee engagement. The participation of its employees in the Employee Share Purchase Plan stands at above 89%.

(e) Governance

· The Corporation, being fully aware that mining projects depend not only on compliance with applicable regulations but also, and sometimes to a greater extent, on maintaining the social licence (the support) from host communities, promotes and maintains strong relationships with its stakeholders through regular meetings held in various locations.

· The Corporation engages with Shareholders with respect to compensation matters. The Committee assesses the compensation structure on an annual basis in order to ensure that it remains aligned with Shareholders interests. Although most public companies, are impacted by the general trend of decreasing support on such matter, the Corporation has nonetheless achieved strong support from its Shareholders, namely 98% in 2015, 98% in 2016, 94% in 2017 and 99% in 2018.

Assessment of 2018 Key Objectives by the Committee

The 2018 Key Objectives were approved by the Board of Directors, upon recommendation of the Committee. The Committee monitored on a quarterly basis the progress made by management toward achieving said objectives. The Committee reviewed achievements against the Corporations objectives and thereafter met with management and in camera to discuss and consider the payout under the short-term incentive program.

The Committee provided its recommendation to the Board which also deliberated with the presence of senior members of management and determined and approved the following assessment of the 2018 Key Objectives set forth below:

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Allocation Achievement 2018 CORPORATE OBJECTIVES % % 1) Acquire new royalties or streaming assets with targeted cash flow within short-term. Investment target set at $150 million. 30.0 30.0 2) Increase mining asset NAV per share by 10%. 10.0 0.0 3) Outperform TSX Gold Index by 10%. 5.0 0.0 4) Restructure offtake agreements to reduce working capital requirements, and reduce general and administration costs. 10.0 5.0 5) Increase Shareholder value through the execution of buyback of shares through its normal course issuer bid and/or increase of dividend and reduce majors Shareholders position. 15.0 6.0 6) Reduce debt by $50 million 10.0 12.5 7) Review the management of the equity portfolio, including potential creation of the Corporations capital, to enhance returns and create additional value for Shareholders 10.0 0.0 8) Maintain leadership in sustainability 10.0 10.0 TOTAL 100.0 63.5

The Committee also assessed the Chief Executive Officers performance for 2018 and, further to such review the Committee provided a recommendation to the Board which took into consideration the team approach philosophy of the Corporation. The Committee also recommended to the Board to approve the individual performance factor rate for the Named Executives, which was established at a rate of 1.0.

The Board reviewed and discussed the recommendation of the Committee for the Named Executives, including for the Chief Executive Officer and approved the following payment of the annual incentive award (Annual Incentive Award) to the Named Executives and the Chief Executive Officer for the financial year ended December 31, 2018, which payment takes into account the individual performance factor recommended by the Committee:

Value of the 2018 Value of the 2017 Annual Incentive Annual Incentive Award Award Named Executives ($) ($) Sean Roosen, Chair of the Board and Chief Executive Officer 444,500 1,300,000 Bryan A. Coates, President 317,500 900,000 Elif Lévesque, Chief Financial Officer and Vice President, Finance 222,300 665,000 Luc Lessard, Senior Vice President, Technical Services(1) 247,500 756,937 André Le Bel, Vice President, Legal Affairs and Corporate Secretary(1) 153,227 521,557

NOTE:

(1) Net of annual incentive award assumed by associate companies.

Long-term Incentive Compensation

The Corporations long-term compensation program ensures the alignment of the Named Executives with Shareholders and other stakeholders in the value creation process. The long-term compensation provides an effective retention measure for key senior executives. The establishment of a balance between short and long-term compensation is essential for the Corporations sustained performance, including its ability to attract, motivate and retain a pool of talented executives in a very competitive employment market.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document To achieve this balance while limiting Shareholder dilution and to complement the existing Stock Option Plan, the Corporation adopted a RSU Plan and a DSU Plan.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Until December 31, 2016, the total compensation included approximately 50% long-term compensation components in the form of options and RSU grants of equal value. Since 2017, the percentage of the long-term component of the Named Executives compensation over their total compensation has been increased as follows:

Percentage of the long-term component of Named Executives compensation over their total compensation Named Executives (%) Chief Executive Officer 60 President and Senior Vice President 56 Chief Financial Officer and Vice President, Legal Affairs and Corporate Secretary 54

The Stock Option Plan, the RSU Plan and the DSU Plan are hereinafter collectively referred to as Osiskos Long-Term Incentive Plans.

The Committee manages Osiskos Long-Term Incentive Plans with full authority. The Committee considers ad hoc and annual grants of options, RSUs and DSUs based on recommendations made by the Chair of the Board and Chief Executive Officer from time to time, for participants other than himself. The Committee, in turn, considers such recommendations and, as appropriate, makes recommendations to the Board of Directors, including any awards to the Chair of the Board and Chief Executive Officer. In reviewing managements recommendation relating to grants under the Long-Term Incentive Plans, the Committee and the Board of Directors may take into account past grants and factor in any such grants made by associate companies to any of the Corporations Named Executives.

Options

The Shareholders of the Corporation have re-confirmed at the 2017 annual meeting the Stock Option Plan which was approved initially in 2014, allowing for the grant of options to officers and employees of the Corporation, designated by the Board of Directors, at its entire discretion, to align their interest to those of Shareholders.

Options are granted by the Board of Directors based on recommendations made by the Chair of the Board and Chief Executive Officer from time to time, except in respect of grants to himself. The total number of options issued over the past years to an employee may be taken into consideration but does not have a material impact on the number of options to be granted to said employee, except for same year grants, if any. The Black-Scholes value of options granted by associate companies to any Named Executive for their executive role reduces the options to be granted to any such Named Executive by the Corporation.

Options may be granted at an exercise price determined by the Board but shall not be less than the closing market price of the Common Shares of the Corporation on the TSX on the day prior to their grant. No participant shall be granted an option which exceeds 5% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option. The number of Common Shares issued to insiders of the Corporation within one year and issuable to the insiders of the Corporation at any time under the Stock Option Plan or combined with all other share compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares. The duration and the vesting period are determined by the Board. However, the expiry date may not exceed 7 years after the date of grant. To date, all grants are set to expire five years after the date of grant.

The table below provides additional information on the Stock Option Plan for each of the last five financial years ended on December 31.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Weighted average Number of Common Shares Options granted issued and outstanding Burn Rate(1) Year (#) (#) (%) 2018 886,900 156,617,000 0.6 2017 763,400 127,939,000 0.6 2016 1,084,700 104,671,000 1.0 2015 987,000 87,856,000 1.1 2014 901,400 45,964,000 2.0

(1) Burn Rate: means the total number of options granted in a year divided by the weighted average number of Common Shares for the applicable fiscal year.

The terms and conditions of the Stock Option Plan, as well as the proposed modifications, are more specifically addressed under the heading Security-Based Compensation Arrangements below.

Restricted Share Units (RSUs)

The purpose of the RSU Plan is to assist the Corporation in attracting and retaining individuals with experience and ability, to allow certain employees of the Corporation and its subsidiaries designated at the Committees discretion, to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the employees designated under this RSU Plan and those of Shareholders.

The vesting of half of each RSU grant are subject to performance criteria. All RSU grants (except the Special RSU Grant) are subject to the following vesting terms: one half (1/2) is time-based and will vest on the third anniversary of such grant; the remaining portion (1/2) will also vest on the third anniversary of such grant but is subject to performance criteria approved by the Committee and the Board of Directors. For greater certainty, settlement of performance based RSUs granted as part of the annual long-term incentive compensation does not represent a guaranteed compensation item for the Named Executives as the determination of the performance relating to such RSU grant remains the sole prerogative of the Board of Directors. The terms and conditions of the Special RSU Grant are more specifically addressed under the heading Annual Incentive Award above.

The Committee considers that such performance criteria improves the alignment of Named Executives interests with those of Shareholders of the Corporation and promotes sustainable growth and value creation. The Committee monitors the achievement of these performance criteria on a regular basis.

Whenever dividends are paid on Common Shares, additional RSUs are automatically granted to each participant who holds RSUs on the record date for such dividend. Following the vesting date, RSUs are settled, at the discretion of the Corporation, in Common Shares, in cash (in which case for an amount equivalent to the product of the number of vested RSUs multiplied by the closing price of a Common Share on the TSX on the day prior to the payment date) or a combination of both Common Shares and cash, less applicable withholdings.

The Committee may, at its entire discretion, accelerate the terms of vesting of any outstanding RSU in circumstances it deems appropriate. In the event of a change of control as defined in the RSU Plan, all RSUs outstanding on the change of control date become immediately vested, irrespective of performance conditions, if any.

In the event a participant resigns or is terminated by the Corporation for cause, all outstanding RSUs are cancelled. As for those participants who cease to be an employee as a result of death, termination without cause, retirement or long-term disability, the vesting of:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · the time-based component portion of each RSU grant will be prorated based on the sum of the number of days during which certain benefits of employment are contractually maintained and those actually worked from the date of grant of such RSUs up until the date of termination without cause, over the number of days of the original vesting schedule in relation to such grant; and

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · all performance based RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs up until the date of termination without cause, over the original vesting schedule in relation to such grant; the number of vested performance based RSUs resulting from such prorated calculation is multiplied by the performance percentage to be determined by the Board of Directors.

The value of RSU grants are based on recommendations made by the Chair of the Board and Chief Executive Officer (except in respect of grants to himself) and the closing price of a Common Share on the TSX on the day prior to the grant date.

In connection with the 2018 grant of RSUs, the following 3-year performance long-term objectives (the 2018 Long-Term Objectives) were approved by the Committee:

i. increase NAV per share by 12%; ii. increase revenues to equivalent of 184,000 ounces of gold; iii. increase annual operating cash flow to $218 million; iv. enhance/realize investment/exploration portfolio by 20% and develop accelerator business; v. provide superior return to Gold Index and peers; vi. maintain sound financial position reduce strategic investors position to below 10% and refinance debentures of $350 million with maturity dates in 2021 and 2022; and vii. establish leadership in sustainability.

In connection with the 2017 grant of RSUs, the following 3-year performance long-term objectives were approved by the Committee:

i. increase NAV per share by 16%; ii. increase revenues to equivalent of 150,000 ounces of gold; iii. enhance/realize investment/exploration portfolio by 20%; iv. provide superior return to Gold Index and peers; v. maintain sound financial position; and vi. establish leadership in sustainability.

In connection with the 2016 grants of RSUs, the following 3-year performance long-term objectives were approved by the Committee:

i. increase asset base to $1,850 million; ii. increase revenues to equivalent of 60,000 ounces of gold; iii. enhance/realize investment/exploration portfolio by 20%; iv. provide superior return to Gold Index and peers; v. maintain sound financial position; and vi. establish leadership in sustainability.

In connection with the 2015 grants of RSUs, the following 3-year performance long-term objectives were approved by the Committee:

i. increase asset base by 50% approximately to $1.5 billion; ii. diversify corporate revenue stream by reducing Canadian Malartic to 40% of overall contribution; iii. enhance/realize value of equity and exploration portfolios by 20%; iv. provide superior return to Gold Index and peers; v. maintain sound financial position; and vi. establish leadership in sustainability.

The year 2018 was the second year in which settlement of RSUs was performed by the Corporation. As previously stated, the Committee has been monitoring the achievement of the 2015 Long-Term Objectives for the last three years and assessed in August 2018 how such objectives were met. To this effect, management presented to the Committee its assessment of the Corporations achievements pursuant to the 2015 Long-Term Objectives as follows:

2019 Management Information Circular

(a) From June 2015 to June 2018, the book value of the assets of the Corporation increased from $1 billion to $2.5 billion. This $1.5 billion increase represents a 131% growth.

(ii) Diversify corporate revenues stream by reducing the Canadian Malartic royalty to 40% of overall contribution;

(a) The Corporation completed on July 31, 2017 a transformative transaction to acquire Orions portfolio of Royalties, stream and offtake assets for $1.125 billion. This portfolio includes cash flowing assets mainly in the Americas.

(b) The Corporation acquired a silver stream on Taseko Mines Limiteds participation in the Gibraltar Mine.

(d) The Corporation acquired a 5% NSR royalty on the Eagle Project held by Victoria.

(e) The Corporation acquired a gold stream on the Back Forty Project from Aquila Resources Inc.

(f) The Corporation acquired a 5% NSR royalty and a 40% net profit interest royalty in the Vezza gold property operated by Ressources Nottaway Inc.

(g) The Corporation has exercised its option to acquire a 1% NSR royalty on Osisko Minings Windfall Lake project and it also negotiated an earn-in deal with Osisko Mining in order to convert the James Bay exploration properties into sliding scale 1.5 to 3.5% NSR royalties.

(h) The Corporation acquired a 2.25% NSR royalty on the Cariboo gold project from Barkerville.

(i) The Corporation acquired 1% NSR royalty on any lead/zinc/silver sulfide ores mined from the Hermosa project owned by South 33 Limited (formerly Arizona Mining inc.).

(j) The Corporation acquired a 0.75% NSR royalty on Monarques Gold Corporations Croinor property.

(k) The Corporation acquired a 1% NSR royalty on Osisko Metals properties and negotiated a right of first refusal on future royalties, stream or similar interests.

(l) The Corporation also acquired royalties on the Dublin Tin Project held by Strongbow Exploration Inc., on Algold Resources Ltd.s Tijirit Gold Project in Mauritania and Erris Resources plcs Irish properties.

(m) The Corporation also entered into options to acquire royalties through its portfolio of investments.

Throughout these acquisitions, the contribution of the revenues derived from the Canadian Malartic mine royalty to the overall revenues of the Corporation has been progressively reduced to 46%.

(iii) Enhance/realize value of equity and exploration portfolios by 20%;

(a) In the last three years, the Corporation participated in the re-launch of Osisko Mining through funding and entering into mutually beneficial transactions with Osisko Mining.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Through its financing support as well as its technical assistance, it supported (i) the development of Falcos Home 5 project, including filing of new resources and of a feasibility study, (ii) the issuance of a new resource calculation and preliminary economic assessment at Osisko Minings Marban project, (iii) the initiation of the preliminary economic assessment and the environmental impact assessment at the Windfall Lake project held by Osisko Mining, (iv) the development of Barkervilles Cariboo project.

(c) The Corporation invested $50 million in Victoria Gold Corp. as part of a royalty transaction in 2018 and $28.2 million in Dalradian Gold Limited in 2017.

(d) The Corporation also increased the value of its portfolio by approximately $70 million through crystalizing gains on, among others, Labrador Iron Ore Royalty Corporation, Arizona Mining Inc. and AuRico Metals Inc.

(iv) Provide superior return to Gold Index and peers;

(a) From June 2015 to June 2018, the price of the common shares of the Corporation fluctuated; however, at the end of June 2018, the share price was at $12.45, down from $15.72 at the end of June 2015. During the same period, the TSX Gold Index level progressed from 1,248 points to 1,482 points.

(v) Maintain sound financial position

In the last three years, the Corporation increase its financial flexibility to pursue its growth strategy by:

(a) Completing, in February 2016, a $150 million equity financing.

(b) Securing with Investissement Québec a $50 million financing by way of a convertible debenture bearing 4% interest; the debt matures in February 2021 and is convertible at a price of $19.08.

(d) Concurrent to the closing of the Orion Transaction, the Corporation completed a $275 million private placement with the Caisse ($200 million) and Fonds FTQ ($75 million).

(e) The Corporation completed in November 2017 a $300 million financing by way of a convertible debenture bearing interest at a rate of 4% and having a 5 year maturity date.

(vi) Establish leadership in sustainability

The Corporations leadership in sustainability can be grouped under 5 themes: mining industry, host communities and Governments, charities and sponsorship, project specific and governance.

(a) Mining Industry

· The Corporation continues to participate in advocacy role for the mining industry through representation in various associations (Association de lExploration Miniére du Québec, Association Miniére du Québec, Fédération des chambres de commerce du Québec).

· The corporation received recognition at the Mines and Money conference held in Toronto in 2017 where the Orion Transaction was awarded the award for Best Transaction globally and in North America and Sean Roosen was awarded the distinction of Best CEO for North America.

· Sponsorship of conferences at industry related events.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Promoted gender diversity in mining and other business and well as the continued development of Montreals Young Mining Professionals organization.

(b) Host Communities and Governments

· Members of management of the Corporation also participated with the Québec Government on increasing investors awareness to resource development in Québec.

· The Corporation supports various charities and community organizations.

· It also promotes higher education either through direct sponsorship or through lectures and conferences given by members of management.

(d) Project specific

· The Corporation maintained dialogue with the Québec Government on projects being developed by associated companies (Falcos Horne 5 project and Osisko Minings Windfall project).

· Through its growth, the Corporation was able to maintain strong employee engagement. The participation of its employees in Employee Share Purchase Plan stands at above 85%. Further to its acquisition of Virginia, the Corporation also ensured the successful integration of its new employees and their continued employment through a transfer to Osisko Mining.

(e) Governance

· The Corporation achieved top 100 ranking in 2015, 2016 and 2017 in the Globe and Mails Report on Business Governance Rankings.

Assessment of 2015 Long-Term Objectives by the Committee

The Committee reviewed the 50% performance based portion of the 2015 grant. The 2015 Long-Term Objectives were approved by the Board of Directors in 2015, upon recommendation of the Committee. The Committee monitored on a quarterly basis the progress made by management toward achieving said long-term objectives. As part of its duties and responsibilities and in conjunction with the end of period assessment, the Committee reviewed the achievements against the Corporations 2015 Long-Term Objectives and thereafter met with management and in camera for discussion and consideration of each element contained

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document in the 2015 Long-Term Objectives, as presented by management, and including managements proposed payout.

Further to its review, the Committee was satisfied that the management team had exceeded the performance objectives which were established in 2015 as evidenced below by the achievement assessment compared to the objectives. Accordingly, taking into account managements self-assessment, the Committee considered, approved and recommended to the Board to approve that, given managements outstanding contribution and strong performance over the last three years the overall performance rate be established at 120%. The Committee considered that this adjustment was warranted given the sustained growth of the Corporation through the innovative accelerator model strategy developed, implemented and proven by the management team, which allowed the Corporation to position itself for long term growth using reasonable cash resources. This strategy, developed in 2014 as a tool to enable the Corporation to invest at an early stage and benefit from the growth profile of such associate companies, continues to allow the Corporation to build an organic pipeline of investments. This strategy proved successful and has since been replicated by other companies.

Upon recommendation of the Committee, which took into account managements assessment, the Board of Directors concurred with the Committee and set and approved the assessment of the 2015 Long-term Objectives at 120% as evidenced below. As these RSUs were settled in cash, any payout exceeding 100% is also settled in cash. The portion of the RSUs that are time based (representing 50% of the 2015 grant) are paid at a rate of 100%.

ALLOCATION ACHIEVEMENT 2015-2018 OBJECTIVES (%) (%) Increase asset base by 50% to approximately $1.5 billion 25 30.00 Diversify corporate revenue stream by reducing the Canadian Malartic Royalty to 40% of overall contribution 25 30.00 Enhance/realize value of equity and exploration portfolios by 20% 20 21.25 Provide superior return to Gold Index and peers 10 Maintain sound financial position 10 12.50 Establish leadership in sustainability 10 15.00 TOTAL: 100 108.75 TOTAL ADJUSTED PERFORMANCE RATE 120.00

Based on the foregoing, the Board approved the following payment in connection with the 2015 Long-Term Incentive Award to the Named Executives. These RSUs were settled in cash at the settlement date based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the settlement date. While the Board met on August 2, 2018 to determine the payout of the performance-based RSUs, all RSU vested on June 30, 2018 and, accordingly, as per the terms of the RSU Plan, these RSUs were settled at a price of $12.45 per RSU, being the closing market price of the Common Shares of the Corporation traded on the TSX on June 29, 2018, being the day prior to the vesting/settlement date.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Total payout Value of the 2015 under the 2015 Number of RSUs Long-Term Additional Cash Long-Term granted in 2015 Incentive Award Payout Incentive Award Named Executives (#)(1) ($)(2) ($)(3) ($)(4) Sean Roosen Chair of the Board and Chief Executive Officer 32,802 408,385 40,811 449,196 Bryan A. Coates President 24,600 306,270 30,602 336,872 Elif Lévesque Chief Financial Officer and Vice President, Finance 18,477 230,039 22,982 253,021 Luc Lessard Senior Vice President, Technical Services 24,600 306,270 30,602 336,872 André Le Bel Vice President, Legal Affairs and Corporate Secretary 18,063 224,884 22,473 247,357

NOTES: (1) Adjusted to take into account dividends paid since the grant as per the terms of the RSU Plan. (2) Represents the product of the number of RSUs held by a Named Executive multiplied by $12.45, which is the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the vesting/settlement date, being June 29, 2018. (3) Represents the amount obtained by multiplying the number of performance based RSUs (50% of the adjusted 2015 RSU grant) by the difference between the total performance achievement percentage minus 100% and then multiplying such proceed by $12.45, being the price used for the settlement. (4) Represents the sum of the Value of the 2015 Long-Term Incentive Award and the Additional Cash Payout.

The terms and conditions of the RSU Plan are more specifically addressed under the heading Security-Based Compensation Arrangements below.

Deferred Share Units (DSUs)

The DSU Plan has been established to enhance the Corporations ability to attract and retain talented individuals to serve as members of the Board of the Corporation and its subsidiaries and to promote for greater alignment of interests between such persons and the Shareholders of the Corporation.

Pursuant to the DSU Plan, the Board of Directors may designate, from time to time and at its sole discretion, the non-executive directors of the Board or of the board of directors of a subsidiary to become participants of the DSU Plan.

In order to further improve alignment of interests between directors and Shareholders, all DSUs granted to non-executive directors shall vest on the day prior to the next annual meeting of Shareholders following such grant.

Vested DSUs become payable no later than the last business day in December of the first calendar year commencing after the termination of employment or mandate in the case of a Board member. Vested DSUs are settled at the Corporations discretion at the settlement date, in Common Shares, or in cash (for an amount equivalent to the product of the number of vested DSUs multiplied by the closing price of a Common Share on the TSX on the day prior to the payment date) or in a combination of cash and Common Shares less applicable withholdings.

Since the Corporations adoption of the DSU Plan in April 2014, DSUs have been awarded to non-executive directors only. On March 21, 2019, the Board of Directors approved amendments to the DSU Plan. Such amendments are subject to Shareholders approval. The amendments to the DSU Plan are more specifically addressed under the heading Approval of the Amended Deferred Share Unit Plan.

In 2015, the Board of Directors of the Corporation approved an employee share purchase plan to encourage eligible employees (Eligible Employees) to hold, on a permanent basis, Common Shares. Under the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employees contribution then held in trust by the Corporation. The Eligible Employees contribution shall be of a minimum of $100 monthly but shall not exceed in any event 10% (unless otherwise provided by the committee authorized to oversee the Employee Share Purchase Plan) of the Eligible Employees basic annual remuneration (exclusive of any overtime pay, bonuses or allowances of any kind whatsoever) before deduction and shall be subject to a maximum contribution of $1,250 per month. The terms and conditions of the Employee Share Purchase Plan are more specifically addressed under the heading Security-Based Compensation Arrangements below.

Benefits

The Corporations executive officers benefit program includes life, medical, dental and disability insurance, outplacement services (in case of termination without cause, including as a result of a change of control) and other benefits. Such benefits are designed to be competitive with other comparable Canadian enterprises.

Hedging

The Securities Trading Policy of the Corporation forbids directors and officers from using any strategy relating to or to use derivative instruments in respect of securities of the Corporation, including purchasing financial instruments that are designed to hedge or offset a decrease in market value of the securities of the Corporation.

PERFORMANCE GRAPH

The following graph compares the total cumulative Shareholder return for $100 invested in the Corporations Common Shares on June 16, 2014 with the cumulative total return of the S&P/TSX Composite Index (formerly TSE-300 Index) for the five most recently completed financial years. It also presents the grant value and actual value of the compensation of the Chief Executive Officer of the Corporation for the same period.

2019 Management Information Circular

Grant Value: refers to total compensation of the Chief Executive Officer after charge backs to associate companies.

Actual Value: refers to total compensation of the Chief Executive Officer, after charge backs to associate companies, adjusted for the actual payout amount of the share-based awards and realized amount of the option-based awards when applicable or the fair value based on the closing price of the Common Shares on the TSX on December 31, 2018, being $11.97, when not yet realized.

Osisko Gold Royalties Ltd S&P/TSX Composite Index June 16, 2014 $ 100.00 $ 100.00 December 31, 2014 $ 103.54 $ 97.29 December 31, 2015 $ 86.41 $ 86.50 December 31, 2016 $ 82.74 $ 101.64 December 31, 2017 $ 91.78 $ 107.77 December 31, 2018 $ 75.66 $ 95.23

The Corporation commenced trading in June 2014. Over the last 57 months, the Corporation has been deploying various initiatives in line with its growth strategy in order to position itself for future growth. The achievement of the Orion Transaction in 2017 provides a good example of this successful strategy.

Following a decline in 2015, the S&P/TSX Composite Index rebounded in 2016 and maintained a steady growth in 2017 following improved commodity prices but was again negatively affected in 2018 by lower commodity prices. The Corporations share price was

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document also affected negatively by the same factors in 2015. Contrary to the S&P/TSX Composite Index, the Corporations share price underperformed in 2016, due in large part to the Corporations asset base being held in cash to fund future acquisitions of royalties and streams. This cash position enabled the Corporation to conclude the acquisition of a silver stream on Tasekos Gilbraltar mine at the beginning of 2017 and on July 31, 2017, the Corporation successfully closed the Orion Transaction and its share price improved mainly in the second part of 2017. The share price of the Corporation was however also impacted negatively in 2018 as a result of lower commodity prices.

2019 Management Information Circular

Over the last five years, the realized/realizable compensation of the Chief Executive Officer has generally moved in the same direction of the share price as a result of the performance assessment tied to the annual bonus and the vesting conditions of the performance- based RSUs; which in turn demonstrates the good pay-for-performance alignment of the executive compensation program.

CHIEF EXECUTIVE OFFICER COMPENSATION LOOKBACK

The table below sets forth the total compensation awarded to the Chief Executive Officer over the last five years from all compensation components:

Value of Share-Based Value of Option- Non-Equity Incentive Base Salary(1) Awards Based Awards Plan Compensation Total Compensation Year ($) ($) ($) ($) ($) 2018 486,481 1,269,000 106,585 444,500 2,306,566 2017 491,000 788,766 389,955 1,105,000 2,774,721 2016 363,750 509,000 500,064 525,000 1,897,814 2015 475,000 502,250 500,071 655,000 2,132,321 2014 243,755 1,000,000 1,017,654 365,600 2,627,009

NOTE: (1) Refers to the base salary of the Chief Executive Officer assumed by the Corporation after charge backs to associate companies.

The following table compares the total direct compensation awarded to the Chief Executive Officer to the actual value he received over the last five years compared to shareholder return over the same period. Actual compensation includes base salary (after charge backs to associate companies), actual annual incentive plan award, value of vested RSUs at payout or value of RSUs outstanding at December 31, 2018 and value of options upon exercise or value of in-the-money options outstanding at December 31, 2018.

Value of $100 Total Direct Actual Total Direct Compensation Compensation Value as of Year Awarded(1) ($) December 31, 2018(2) ($) Period CEO Shareholder 2014 2,627,009 2,322,741 2014-06-16 to 2018-12-31 $ 88 $ 79 2015 2,132,321 1,581,123 2015-01-01 to 2018-12-31 $ 74 $ 77 2016 1,897,814 1,261,364 2016-01-01 to 2018-12-31 $ 66 $ 91 2017 2,774,721 2,187,150 2017-01-01 to 2018-12-31 $ 79 $ 94 2018 2,306,566 2,102,652 2018-01-01 to 2018-12-31 $ 91 $ 84 Average 2014 2018: $ 80 $ 85

NOTES:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) These amounts include the base salary (after charge backs), actual bonus paid and long-term incentive plan value at time of grant (RSUs and options). (2) These amounts include the base salary (after charge backs), actual bonus paid, options value at vesting, value of RSUs at payout and value of exercised options (using the exercise price) and in-the-money options at the closing price on the TSX on December 31, 2018, being $11.97.

CHIEF EXECUTIVE OFFICER SECURITIES OWNERSHIP AND VALUE AT RISK

The table below shows the total value of vested and unvested Osisko securities owned by the Chief Executive Officer as of March 19, 2019.

Number of Securities Value of Securities(1) (#) ($) Vested Securities: Common Shares 428,278 6,526,957 Options 487,267 244,381 RSUs 13,430 204,673 Unvested Securities: RSUs 162,700 2,479,548 Options 128,533 149,027 Total Value at Risk: 9,604,586

NOTE: (1)The value of Common Shares and RSUs is based on the closing price on the TSX on March 19, 2019, being $15.24 and the value of vested and unvested options is based on the difference between the closing price on the TSX on March 19, 2019, being $15.24, and the exercise price of the options, multiplied by the number of options vested and unvested.

Mr. Roosens value at risk totals $9,604,586, which represents 19.7 times his base salary (after charge backs).

2019 Management Information Circular

The following table sets forth, to the extent required by applicable securities legislation, all annual and long-term compensation assumed by the Corporation (net of any amount received or back charges from any associate companies) for services in all capacities to the Corporation for the three most recent completed financial years in respect of Named Executives.

Summary Compensation Table

Non- Equity Incentive Plan Option- Compensation ($) Long- Share-Based Based Annual Term Pension All Other Total Name and Principal Salary(1) Awards(2)(3)(4) Awards(4)(5) Incentive Incentive Value Compensation Compensation Position Year ($) ($) ($) Plan(6) Plan ($) ($) ($) Sean Roosen 2018 486,481 1,269,000 106,585 444,500 2,306,566 Chair of the Board 2017 491,000 788,766 389,955 1,105,000 2,774,721 and Chief Executive 2016 Officer 363,750 509,000 500,064 525,000 1,897,814

2018 478,000 384,000 250,000 317,500 1,429,500 Bryan A. Coates 2017 482,460 878,712 479,909 750,000 2,591,081 President 2016 375,000 384,000 375,048 394,000 1,528,048

Elif Levesque 2018 340,000 492,000 292,342 222,300 1,346,642 Chief Financial 2017 345,000 563,820 299,531 560,000 1,768,351 Officer and Vice 2016 President, Finance 280,500 289,500 280,600 295,000 1,145,600

Luc Lessard 2018 33,750 384,000 250,000 247,500 915,250 Senior Vice 2017 176,359 707,114 365,936 606,937 1,856,346 President, Technical 2016 Services 66,346 384,000 271 ,1 95 245,688 967,229

Andre Le Bel 2018 209,603 435,241 239,325 153,227 1,037,396 Vice President, 2017 229,493 505,109 270,509 428,557 1,433,668 Legal Affairs and Corporate Secretary 2016 238,725 254,151 245,715 255,997 994,588

NOTES: (1) The respective annual base salary level of the Named Executives as at December 31, 2018 was as follows: Mr. Roosen: $700,000, Mr. Coates: $500,000, Mr. Lessard: $500,000, Ms. Lèvesque: $350,000 and Mr. Le Bel: $310,000. As at December 31, 2017, their respective annual base salary level were: Mr. Roosen: $650,000, Mr. Coates: $500,000, Mr. Lessard: $500,000, Ms. Lèvesque: $350,000 and Mr. Le Bel: $310,000, and as at December 31, 2016, their respective annual base salary level were: Mr. Roosen: $500,000, Mr. Coates: $375,000, Mr. Lessard: $375,000, Ms. Lèvesque: $280,500 and Mr. Le Bel: $275,400 (2) As per the terms of the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employees contribution up to a maximum contribution of $9,000 per year. All Named Executives contribute the maximum amount to the Corporations Employee Share Purchase Plan. Such plan was implemented on October 1st, 2015.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (3) Pursuant to the RSU Plan which is in effect since April 30, 2014, Named Executives were awarded RSUs on May 7th, 2018, subject to the vesting terms, which consist of the following terms: one half (1/2) is time-based and vesting in 2021, while the remaining portion (1/2) will also vest in 2021, subject to performance criteria toward achievement of the 2018 Long-Term Objectives over a three-year period. The unit grant price on such date was $12.97. (4) Based on the grant date fair value of options under the Stock Option Plan. Specifically, a Black-Scholes option pricing model was used with the following assumptions determined on the date of g

Expected Dividend Grant Date Risk Free Interest Expected Average Life Expected Volatility Yield Fair Value May 7, 2018 2.09% 4 years 35% 2%$ 3.470 June 7, 2017 0.87% 4 years 38% 1%$ 4.710 March 21, 2016 0.62% 4 years 40% 1%$ 3.919 June 30, 2015 0.87% 4 years 35% 1%$ 4.126

Both he grant date fair value and accounting fair value for option-based awards are calculated using the Black-Scholes option pricing model. However, the share-based compensation expense included in the Corporations financial statements are accounted for based on vesting terms reflecting the fair value amortized for the period in accordance with International Financial Reporting Standards requirements. (5) The Corporation reduced the long-term compensation of the Named Executives up to a value representing 50% of such long-term compensation they received from associate companies, as more fully described under the heading Compensation reimbursement - Associate Companies (6) An Annual Incentive Award was paid to each Named Executive based on the assessment of achievements with respect to the 2018 Key Objectives. The amounts reflected in the table for 2017 include the cash component of the annual incentive paid in connection with the Orion Transaction completed in 2017.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table shows the total compensation of the Corporations Named Executives for the relevant years, as well as the total compensation for the Named Executives as a percentage of the cash margin and as a percentage of Shareholders equity. For the last four years, the Corporation has been establishing its long-term asset base and it was expected that in the initial years, the ratios would be higher than established companies. The results demonstrate that the ratios have been improving.

Total compensation of Named Total compensation of Named Total compensation of Named Executives as percentage of Cash Executives as percentage of Executives Margin(1) Shareholders Equity Year ($) (%) (%) 2018 7,035,000 5.9 0.4 2017 10,424,000 9.6 0.6 2016 6,533,000 10.4 0.5 2015(2) 7,986,000 17.6 0.9

NOTES: (1) Cash margin reflects revenues less cost of sales. The 2017 amount is annualized for the assets related to the precious metals portfolio acquired from Orion for $1.1 billion on July 31, 2017. (2) The 2015 total compensation information is based on the total compensation earned by the Named Executives who were disclosed in the Corporations 2016 management information circular for the year ended on December 31, 2015.

Outstanding Share-based Awards and Option-based Awards

The table below sets forth a summary of all awards outstanding at the end of the financial year ended December 31, 2018. All values shown in this table were calculated using the closing price of $11.97, which was the closing price of the Common Shares on the TSX on December 31, 2018.

Option-Based Awards Share-Based Awards(1) Market or Number of Market or Payout Value of Securities Value of Number of Payout Value of Vested Share- Underlying Unexercised In- Shares or Units Share-Based Based Awards Unexercised Option Option Expiry the-Money of Shares that Awards that not paid out or Options Exercise Price Date Options have not Vested have not Vested distributed Name (#) ($) (yyyy-mm-dd) ($) (#) ($) ($) Sean Roosen 30,800 12.97 2023-05-07 97,100(2) 1,947,519 160,757 Chair of the Board 82,800 16.66 2022-06-07 35,100(3) and Chief 127,600 13.38 2021-03-21 30,500(4)

Executive Officer 121,200 15.80 2020-06-30

253,400 14.90 2019-09-08 Bryan A. Coates 72,100 12.97 2023-05-07 28,900(2) 1,137,150 123,662 President 101,900 16.66 2022-06-07 43,200(3) 95,700 13.38 2021-03-21 22,900(4)

90,900 15.80 2020-06-30

190,000 14.90 2019-09-08 Elif Lévesque 84,300 12.97 2023-05-07 37,200(2) 973,161 86,555

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Chief Financial 63,600 16.66 2022-06-07 27,000(3) Officer and Vice 71,600 13.38 2021-03-21 17,100(4)

President, Finance 68,000 15.80 2020-06-30

126,700 14.90 2019-09-08 Luc Lessard 72,100 12.97 2023-05-07 28,900(2) 1,013,859 123,662 Senior Vice 77,700 16.66 2022-06-07 32,900(3) President, Technical 69,200 13.38 2021-03-21 22,900(4)

Services 45,400 15.80 2020-06-30 André Le Bel 69,300 12.97 2023-05-07 33,000(2) 888,174 76,668 Vice President, 57,600 16.66 2022-06-07 24,400(3) Legal Affairs and 70,300 13.38 2021-03-21 16,800(4)

Corporate Secretary 66,700 15.80 2020-06-30

NOTES: (1) Pursuant to the RSU Plan, the vesting terms consist of the following terms: half (1/2) is time-based (3 years) and the remaining portion (1/2) is also timed based (3 years) and subject to performance criteria toward achievement of the Long-term objectives. (2) Such RSUs to vest in 2021 pursuant to the terms listed in note (1) above. (3) Such RSUs to vest in 2020 pursuant to the terms listed in note (1) above. (4) Such RSUs to vest in 2019 pursuant to the terms listed in note (1) above.

2019 Management Information Circular

The following table discloses the aggregate dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date and the aggregate value realized upon vesting of share-based awards.

Non-Equity Incentive Plan Option-Based Awards Value Share-Based Awards Compensation Vested during the Year Value Vested during the year(1) Value earned during the Year(2) Name ($) ($) ($) Sean Roosen Chair of the Board and Chief Executive Officer 458,580 444,500 Bryan A. Coates President 346,257 317,500 Elif Levesque Chief Financial Officer and Vice President, Finance 262,406 222,300 Luc Lessard Senior Vice President, Technical Services 346,257 247,500 Andre Le Bel Vice President, Legal Affairs and Corporate Secretary 256,741 153,227

NOTES: (1) This amount includes the value of the Corporations contribution to the Employee Share Purchase Plan in relation to the participation of each Named Executive as well as the value of the RSUs granted in 2015 and which were settled at a price of $12.45 per RSU, being the closing price on the TSX on June 29, 2018. (2) This amount represents the sum of the annual cash incentive. Furthermore, the amounts shown for Messrs. Lessard and Le Bel are the amounts assumed by the Corporation, net of any reimbursement received by the Corporation in connection with any annual incentive paid by associate companies to Messrs. Lessard and Le Bel for 2018.

Options Exercised during the Year

No stock options were exercised in 2018 by the Named Executives of the Corporation.

Security-Based Compensation Arrangements

Stock options granted or securities issued by the Corporation pursuant to the Corporations security-based compensation arrangements are governed by the following plans: the Employee Share Purchase Plan, Restricted Share Unit Plan and the Stock Option Plan.

The Employee Share Purchase Plan

The Employee Share Purchase Plan provides for the acquisition of Common Shares by Eligible Employees (as hereinafter defined) for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of employees of the Corporation and to secure for the Corporation and the Shareholders of the Corporation the benefits inherent in the ownership of Common Shares by employees of the Corporation, it being generally recognized that employees are more motivated and dedicated due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

The purpose of the Stock Option Plan is to advance the interests of the Corporation by encouraging the officers, managers, employees and consultants of the Corporation and its subsidiaries to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and its subsidiaries and furnishing them with additional incentive in their efforts on behalf of the Corporation and its subsidiaries.

2019 Management Information Circular

The purpose of the Restricted Share Unit Plan is to assist the Corporation and its subsidiaries in attracting and retaining individuals with experience and ability, to allow certain employees of the Corporation and its subsidiaries to participate in the long-term success of the Corporation and to promote a greater alignment of interests between the employees designated under this Restricted Share Unit Plan and the Shareholders of the Corporation.

ELIGIBILITY

Who is eligible to participate?

The Employee Share Purchase Plan

Participants in the Employee Share Purchase Plan are employees, including full-time and part-time salaried employees who have an employment agreement for a term of at least one year with the Corporation or with any associates of the Corporation designated by the Board of Directors of the Corporation or by the committee of the Board of Directors authorized to oversee the Employee Share Purchase Plan (the Designated Affiliates), who have provided services to the Corporation or to any Designated Affiliates for at least 60 days. The Committee may elect, in its absolute discretion, to waive such 60-day period or to determine that the Employee Share Purchase Plan does not apply to any Eligible Employee.

The Stock Option Plan

Pursuant to the Stock Option Plan, options may be granted in favour of executive directors, officers, employees and consultants providing ongoing services to the Corporation and its subsidiaries. Non-executive directors are not eligible to receive options. Options currently held by Messrs. Burzynski and Gaumond were granted to them while they were employed by the Corporation, respectively as Senior Vice President, New Business Development and Senior Vice President, Northern Development. The Replacement Osisko Options, which were offered to Virginia option holders, are not part of the Osisko Stock Option Plan.

The Restricted Share Unit Plan

Pursuant to the Restricted Share Unit Plan, RSUs may be granted in favour of the executives and key employees of the Corporation or of a subsidiary. For greater certainty, non-executive members of the Board of Directors shall not participate in the Restricted Share Unit Plan.

TERM AND VESTING

What is the term and vesting schedule of options or of the securities issuable under the security-based compensation arrangements?

The Employee Share Purchase Plan

Under the Employee Share Purchase Plan, any Eligible Employee may elect to contribute money on an ongoing basis. The Corporation will deduct from the remuneration of the Eligible Employee the Eligible Employee contribution in equal installments starting on the first day of such quarter and hold these amounts in trust for the Eligible Employee. As soon as practicable following March 31, June 30, September 30 and December 31 in each calendar year, the Corporation will credit the Eligible Employee with and therefore hold in trust for the Eligible Employee an amount equal to 60% of the Eligible Employees contribution then held in trust by the Corporation (up to a maximum of $9,000 per year) and shall issue for the account of each Eligible Employee fully paid and non- assessable Common Shares equal in value to the aggregate contribution held in trust by the Corporation as of such date. The Corporations contribution will vest on December 31st of the calendar year with respect to which they have been issued. No fraction of a

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Common Share shall be issued to the Eligible Employees, but any unused balance of the aggregate contribution shall be held in trust for the Eligible Employee until used in accordance with the Employee Share Purchase Plan.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Employee Share Purchase Plan was initially approved by the Shareholders on June 30, 2015 and was implemented by the Corporation on October 1st, 2015.

The Stock Option Plan

The options granted under the Stock Option Plan, shall be exercised within a period of time fixed by the Board of Directors, not to exceed 7 years from the date the option is granted (the Option Period). The options shall vest and may be exercised during the Option Period in such manner as the Board of Directors may fix by resolution. The options which have vested may be exercised in whole or in part at any time and from time to time during the Option Period. To date, all granted options have a term of five years.

Upon a change of control, all outstanding options shall vest and become immediately exercisable.

The Restricted Share Unit Plan

Unless otherwise indicated by the Committee upon grant and subject to the provision on death, termination not for cause, retirement or Long-Term Disability of the Restricted Share Unit Plan, each RSU shall vest on the third (3rd) anniversary of the grant date. Furthermore, in the case of RSUs subject to performance vesting conditions, such RSUs shall also be multiplied by the performance percentage determined by the Board of Directors of the Corporation upon vesting, provided, however, that should such performance percentage exceeds 100%, then the Corporation shall be entitled to settle such exceeding amount in cash. However, the Committee may, in its entire discretion, accelerate the terms of vesting of any RSUs in circumstances deemed appropriate by the Committee.

Upon a change of control, all outstanding RSUs vest, irrespective of any performance vesting conditions.

Following the vesting date, the holder of RSUs shall receive, at the election of the Corporation on the settlement date, as applicable (i) a certificate registered in the name of the holder representing in the aggregate such number of Common Shares as the holder shall then be entitled to receive and/or (ii) a payment in the form of a cheque, or other payment method as determined by the Committee, of any cash portion then payable to the holder, in each case, less any applicable withholding taxes and other deductions required by law to be withheld by the Corporation in connection with the satisfaction of the holders RSUs. Once settled, the holder shall have no further entitlement in connection with such vested RSUs under the Restricted Share Unit Plan.

NUMBER OF SECURITIES ISSUED OR ISSUABLE

How many securities are authorized to be issued under the security-based compensation arrangements and what percentage of the Corporations shares outstanding do they represent?

The Employee Share Purchase Plan

The maximum number of Common Shares made available for the Employee Share Purchase Plan shall not exceed 0.5% of the issued and outstanding Common Shares of the Corporation at any one time.

Should the Corporation issue additional Common Shares in the future, the number of Common Shares issuable under the Employee Share Purchase Plan will increase accordingly. The Employee Share Purchase Plan is considered an evergreen plan, since the Common Shares issued under the Employee Share Purchase Plan shall be available for subsequent grants under this plan.

The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated entitlements under the Employee Share Purchase Plan were submitted and ratified by the Shareholders on May 3rd, 2018.

2019 Management Information Circular

The aggregate number of Common Shares to be delivered upon the exercise of all options granted under the Stock Option Plan shall not exceed the greater of 5% of the issued and outstanding Common Shares at the time of granting of options (on a non- diluted basis) or such other number as may be approved by the TSX and the Shareholders of the Corporation from time to time.

If any option granted under the Stock Option Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of the Stock Option Plan.

As a result, should the Corporation issue additional Common Shares in the future, the number of Common Shares issuable under the Stock Option Plan will increase accordingly. The Stock Option Plan is considered an evergreen plan, since the Common Shares covered by options which have been exercised under the Stock Option Plan shall be available for subsequent grants under the Stock Option Plan.

The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated options under the Stock Option Plan were submitted and ratified by the Shareholders on May 4, 2017.

The Restricted Share Unit Plan

The total number of Common Shares reserved and available for grant and issuance pursuant to the Restricted Share Unit Plan shall not exceed a number of Common Shares equal to 2% of the total issued and outstanding Common Shares of the Corporation at the time of granting of RSUs (on a non-diluted basis), or such other number as may be approved by the TSX and the Shareholders of the Corporation from time to time. Any increase in the issued and outstanding Common Shares will result in an increase in the number of Common Shares that may be issued pursuant to the Restricted Share Unit Plan or any other proposed or established share compensation arrangement of the Corporation.

The TSX rules provide that all unallocated options, rights or other entitlements under a security based compensation arrangement, which does not have a fixed number of maximum securities issuable, must be approved every three years. The unallocated entitlements under the Restricted Share Unit Plan were submitted and ratified on May 3rd, 2018.

Equity Compensation Plan Information

The following table shows, as of December 31, 2018, aggregated information for the Corporations compensation plans under which equity securities of the Corporation are authorized for issuance from treasury. As of December 31, 2018, 155,587,091 Common Shares were issued and outstanding.

Number of Common Shares to be Number of Common Shares Remaining Issued Upon Exercise of Available for Future Issuance Under the Outstanding Options or RSUs Weighted Average Exercise Price Equity Compensation Plans (#) and (% of the issued and of Outstanding Options (#) and (% of the issued and Plan Category outstanding Common Shares(4)) ($) outstanding Common Shares(4)) Equity Compensation Plans of the Corporation approved by the Shareholders: · Employee Share Purchase Plan(1) N/A N/A 777,935(or 0.5%)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Restricted Share Unit Plan(2) 848,759 (or 0.5%) N/A 2,262,983 (or 1.5%) · Stock Option Plan(3) 4,090,696 (or 2.6%) 14.63 3,688,659 (or 2.4%) Equity Compensation Plans of the Corporation not approved by the Shareholders N/A N/A N/A Total: 4,939,455(or 3.1%) 14.63 6,729,577 (or 4.3%)

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NOTES: (1) The aggregate number of Common Shares issuable under the Employee Share Purchase Plan shall not exceed 0.5% of the issued and outstanding Common Shares. Pursuant to the terms of the Employee Share Purchase Plan, Common Shares are issued on a quarterly basis at the weighted average closing price for the five (5) consecutive trading days prior to the end of each applicable financial quarter of the Corporation or to be purchased on the TSX at market price. Accordingly, no exercise right is applicable to this plan. (2) The aggregate number of Common Shares issuable under the Restricted Share Unit Plan shall not exceed 2% of the issued and outstanding Common Shares. Pursuant to the terms of the Restricted Share Unit Plan, RSUs have a three-year vesting period and provides the right to receive a payment in the form of Common Shares, cash or a combination of Common Shares and in cash. The weighted average exercise price for RSUs is not applicable, given that the RSU settlement date is based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the settlement date. (3) The aggregate number of Common Shares to be delivered upon the exercise of all options granted under the Stock Option Plan shall not exceed 5% of the issued and outstanding Common Shares at the time of granting options (on a non-diluted basis). (4) Percentages are rounded to the nearest decimal.

In 2018, the Corporation granted 886,900 options to participants under the Stock Option Plan representing 0.57% of the issued and outstanding Common Shares as of December 31, 2018 and the Corporation granted 429,262 RSUs to participants under the Restricted Share Unit Plan representing 0.28% of the issued and outstanding Common Shares as of December 31, 2018.

As at December 31, 2018, 4,090,696 Common Shares were issuable upon the exercise of outstanding options representing 2.63% of the issued and outstanding Common Shares of the Corporation. Such options are exercisable at exercise prices ranging from $11.92 to $17.84 per share and are due to expire at the latest on August 7, 2023.

INSIDER PARTICIPATION LIMIT

What is the maximum percentage of securities available under the security-based compensation arrangements to the Corporations insiders?

In order to comply with TSX rules:

(a) the aggregate number of Commons Shares issuable to insiders, from time to time, under all security based compensation arrangements may not exceed 10% of the total number of issued and outstanding Common Shares; and

(b) the number of Common Shares issued to insiders under all security based compensation arrangements during any one-year period may not exceed 10% of the total number of issued and outstanding Common Shares.

Accordingly, the Corporation has set the following limits for the following security based compensation plans:

Security Based Compensation Plan Plan Limit(1) Employee Share Purchase Plan 0.5% Restricted Share Unit Plan 2.0% Stock Option Plan 5.0% Total Plan Limit 7.5%

NOTE: (1) These plan limits are calculated on the total number of issued and outstanding Common Shares of the Corporation.

MAXIMUM ISSUABLE TO ONE PERSON

What is the maximum number of securities any one person is entitled to receive under the security-based compensation arrangements and what percentage of the Corporations outstanding capital does this represent?

As per the terms of the Employee Share Purchase Plan, the Corporation contributes an amount equal to 60% of the Eligible Employees contribution up to a maximum of $9,000 per year (assuming an Eligible Employee contributed the maximum monthly contribution of $1,250 ($15,000 annually). Common Shares are issued on a quarterly basis at the weighted average closing price of the Corporations Common Share as

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document listed on the TSX for the five (5) consecutive trading days prior to the end of each applicable financial quarter of the Corporation or be purchased on the TSX at market price.

The Stock Option Plan

The number of shares subject to an option granted to a participant under the Stock Option Plan shall be determined in the resolution of the Board of Directors and no participant shall be granted an option which exceeds 5% of the issued and outstanding Common Shares of the Corporation at the time of granting of the option.

The Restricted Share Unit Plan

The number of Common Shares that may be issued to a Participant under the Restricted Share Unit Plan cannot exceed 2% of the issued and outstanding Common Shares at the time of granting of the RSUs.

EXERCISE / PURCHASE PRICE

How is the exercise price determined under the security-based compensation arrangements?

The Employee Share Purchase Plan

The Common Shares issued under the Employee Share Purchase Plan shall be issued at the weighted average closing price of the Corporations Common Share as listed on the TSX for the five (5) consecutive trading days prior to the end of each applicable financial quarter of the Corporation or be purchased on the TSX at market price.

The Stock Option Plan

The exercise price of the options granted under the Stock Option Plan will be established by the Board of Directors subject to the rules of the regulatory authorities having jurisdiction over the securities of the Corporation, including the TSX. The exercise price at the time of the grant of the options shall not be less than the closing market price of the Common Shares listed on the TSX on the day prior to their grant.

The Restricted Share Unit Plan

The value of an RSU at the time of grant or at the time of settlement is equal to the closing price of the Common Shares listed on the TSX on the day prior to such grant or settlement.

CESSATION

Under what circumstances is an individual no longer entitled to participate?

The Employee Share Purchase Plan

Under the Employee Share Purchase Plan, an Eligible Employee shall automatically cease to be entitled to participate in the Employee Share Purchase Plan, upon termination of the employment of the Eligible Employee with or without cause by the Corporation or the Designated Affiliate or cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of resignation or otherwise other than retirement of the Eligible Employee after having attained a stipulated age in accordance with the Corporations normal retirement policy or earlier with the Corporations consent.

If a participant to the Stock Option Plan shall cease to be an officer, manager, consultant or employee of the Corporation or a subsidiary for any reason (other than disability, retirement with the consent of the Corporation or death) the options granted to such participant may be exercised in whole or in part by the participant during a period commencing on the date of such cessation and ending 180 days thereafter or on the expiry date, whichever comes first. If a participant to the Stock Option Plan shall cease to be an officer, manager, consultant or employee of the Corporation or a subsidiary by reason of disability or retirement with the consent of the Corporation, the options granted to such participant may be exercised in whole or in part by the participant, during a period commencing on the date of such termination and ending one year thereafter or on the expiry date, whichever comes first. In the event of the death of the participant, the options previously granted to such participant shall automatically vest and may be exercised in whole or in part by the legal person representative of the participant for a period of one year or until the expiry date, whichever comes first.

The Restricted Share Unit Plan

Unless otherwise determined by the Board, the following provisions shall apply in the event that a participant ceases to be employed by the Corporation or by a subsidiary:

a) Termination for cause and voluntary resignation If a Participant ceases to be an employee as a result of termination for cause, or as a result of a voluntary termination, effective as of the date notice is given to the participant of such termination, as of the date on which the Corporation or the subsidiary receives communication of a voluntary resignation, all outstanding RSUs shall be terminated.

b) Death, termination not for cause, retirement or long-term disability If a participant ceases to be an employee of the Corporation or a subsidiary as a result of death, termination not for cause, retirement or long-term disability, the vesting of RSUs shall be subject to the following:

i. For each outstanding RSUs granted Fixed Component:

A. in the event the participant is not entitled to a benefits extension period, the vesting of the fixed component portion of each RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs until the date of death, termination not for cause, retirement or long-term disability, over the number of days of the original vesting schedule set forth in relation to such grant; or

B. in the event the participant is entitled to a benefits extension period, the vesting of the fixed component portion of each RSU grant will be prorated based on the sum of the number of days within the benefits extension period and those actually worked from the date of grant of such RSUs up until the date of death, termination not for cause, retirement or long-term disability, over the number of days of the original vesting schedule set forth in relation to such grant; and

ii. For each outstanding RSUs granted Performance Vesting: the vesting of all performance based RSU grant will be prorated based on the number of days actually worked from the date of grant of such RSUs up until the date of death, termination not for cause, retirement or long term disability, over the original vesting schedule set forth in relation to such grant; the number of vested RSUs resulting from such prorated calculation will be multiplied by the performance percentage determined by the Board of Directors of the Corporation.

For greater clarity, a voluntary resignation will be considered as retirement if the participant has reached normal retirement age under the Corporations benefit plans or policies, unless the Committee decides otherwise at its sole discretion.

2019 Management Information Circular

Can options or rights held pursuant to the security-based compensation arrangements be assigned or transferred?

All benefits, rights and options accruing to any participant in accordance with the terms and conditions of the Employee Share Purchase Plan, Restricted Share Unit Plan and of the Stock Option Plan shall not be transferable unless under the laws of descent and distribution or pursuant to a will. All options, RSUs and such benefits and rights may only be exercised in accordance with such plans.

AMENDMENT PROVISIONS

How are the security-based compensation arrangements amended? Is Shareholder approval required?

The Employee Share Purchase Plan

The committee authorized by the Board of Directors to oversee the Employee Share Purchase Plan has the following rights, without the approval of the Shareholders of the Corporation:

i) to suspend or terminate and to re-instate the Employee Share Purchase Plan;

ii) to make any amendment of a housekeeping nature, including, without limitation, amending the wording of any provision of the Employee Share Purchase Plan for the purpose of clarifying the meaning of existing provisions or to correct or supplement any provision of the Employee Share Purchase Plan that is inconsistent with any other provision of the Employee Share Purchase Plan, correcting grammatical or typographical errors and amending the definitions contained in the Employee Share Purchase Plan;

iii) to make any amendment to comply with the rules, policies, instruments and notices of any regulatory authority to which the Corporation is subject, including the TSX, or to otherwise comply with any applicable law or regulation;

iv) to make any amendment to the vesting provisions of the Employee Share Purchase Plan;

v) to make any amendment to the provisions concerning the effect of the termination of an Eligible Employee employment or services on such Eligible Employees status under the Employee Share Purchase Plan;

vi) to make any amendment to the categories of persons who are Eligible Employees; and

vii) to make any amendment respecting the administration or implementation of the Employee Share Purchase Plan.

The committee authorized by the Board of Directors to oversee the Employee Share Purchase Plan, may with the approval of the Shareholders of the Corporation by ordinary resolution, make any other amendment to the Employee Share Purchase Plan not mentioned hereinabove, including, but not limited to:

i) change the number of Common Shares issuable from treasury under the Employee Share Purchase Plan, including an increase to the fixed maximum number of Common Shares or a change from a fixed maximum number of Common Shares to a fixed maximum percentage;

ii) any amendment to the level of the Corporations contribution set to an amount that is equal to 60% of the Eligible Employees contribution; and

iii) any amendment to the contribution mechanism relating to the Corporations contribution.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Notwithstanding the foregoing, any amendment to the Employee Share Purchase Plan shall be subject to the receipt of all required regulatory approvals including, without limitation, the approval of the TSX.

The Stock Option Plan

The Board of Directors may, without the approval of the Shareholders of the Corporation but subject to receipt of requisite approval from the TSX, in its sole discretion make the following amendments to the Stock Option Plan:

i) any amendment of a housekeeping nature;

ii) a change to the vesting provisions of an option or the Stock Option Plan;

iii) a change to the termination provisions of an option or the Stock Option Plan which does not entail an extension beyond the original expiry date; and

iv) the addition of cashless exercise feature, payable in cash or securities, which provides for a full deduction of the number of underlying securities from the Stock Option Plan reserve.

The approval of the Board of Directors and the requisite approval from the TSX and the Shareholders shall be required for any of the following amendments to be made to the Stock Option Plan:

i) any amendment to the number of shares issuable under the Stock Option Plan, including an increase in the fixed maximum number of shares or a change from a fixed maximum number of shares to a fixed maximum percentage;

ii) a reduction in the exercise price of an option (for this purpose, a cancellation or termination of an option of a participant prior to its expiry for the purpose of reissuing options to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an option), other than for standard anti-dilution purposes;

iii) an increase in the maximum number of shares that may be issued to insiders within any one-year period or that are issuable to insiders at any time;

iv) an extension of the term of any option beyond the original expiry date (except, for greater certainty, in cases of blackout period in conformity with the terms of the Stock Option Plan);

v) any change to the definition of Participant included in the Stock Option Plan which would have the potential of broadening or increasing insider participation;

vi) the addition of any form of financial assistance;

vii) any amendment to a financial assistance provision which is more favorable to optionees;

viii) the addition of a cashless exercise feature, payable in cash or securities, which does not provide for a full deduction of the number of underlying securities from the Stock Option Plan reserve;

ix) the addition of a deferred or restricted share unit or any other provision which results in optionees receiving securities while no cash consideration is received by the Corporation;

x) any amendment to the transferability provision of the Stock Option Plan;

xi) any amendment that may modify or delete any of the amendment disposition requiring shareholders approval; and

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document xii) any other amendments that may lead to significant or unreasonable dilution in the Corporations outstanding securities or may provide additional benefits to the participants of the Stock Option Plan, especially insiders, at the expense of the Corporation and its existing Shareholders.

The Restricted Share Unit Plan

The approval of the Board of Directors and the requisite approval from the TSX and the Shareholders of the Corporation (by simple majority vote) shall be required for any of the following amendments to be made to the Restricted Share Unit Plan:

(i) any amendment to the number of shares issuable under the Restricted Share Unit Plan, including an increase in the fixed maximum number of shares or a change from a fixed maximum number of shares to a fixed maximum percentage;

(ii) any change to the definition of Participant which would have the potential of broadening or increasing insider participation; and

(iii) any amendment that may modify or delete any of the amendment provision requiring Shareholders approval.

The Board may, without Shareholder approval but subject to receipt of requisite approval from the TSX, in its sole discretion make all other amendments to the Restricted Share Unit Plan that are not of the type contemplated in the amendment provision requiring Shareholders approval, including, without limitation:

(i) amend, suspend or terminate the Restricted Share Unit Plan in whole or in part or amend the terms of RSUs credited in accordance with the Restricted Share Unit Plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a participant with respect to RSUs credited to such participant, the written consent of such participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any participant to an amendment, suspension or termination which materially or adversely affects the rights of such participant with respect to any credited RSUs shall not be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which shares of the Corporation are listed. If the Committee terminates the Restricted Share Unit Plan, RSUs previously credited to participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of this Restricted Share Unit Plan (which shall continue to have effect, but only for such purposes) on the settlement date.

Were any amendments made to the security-based compensation arrangements in the last financial year?

Amendments were made to the Corporations Employee Share Purchase Plan and Stock Option Plan in March 2018 and ratified by the Shareholders on May 3rd, 2018, namely:

The Employee Share Purchase Plan

The Employee Share Purchase Plan was amended and ratified by the Shareholders on May 3rd, 2018. The amendments to this plan include:

(i) reducing the number of Common Shares to be issued under the Employee Share Purchase Plan from a rolling 1% to a rolling 0.5% of the issued and outstanding Common Shares of the Corporation;

(ii) submitting to Shareholders approval of any amendment to the level of the Corporations contribution as described in Section 3.4 of the Employee Share Purchase Plan; and

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iii) submitting to Shareholders, approval of any amendment to the contribution mechanism relating to the Corporations contribution described in Section 3.4 of the Employee Share Purchase Plan.

The Stock Option Plan

The Stock Option Plan was amended and ratified by the Shareholders on May 3rd, 2018. The amendments to this plan included:

(i) reduce the number of Common Shares to be issued under the Stock Option Plan to a rolling 5% of the issued and outstanding Common Shares;

(ii) increase the aggregate number of Common Shares issuable to insiders of the Corporation at any time, under the Stock Option Plan, or when combined with all other share compensation arrangements, provided that it cannot exceed 10% of the issued and outstanding Common Shares; and

(iii) options may be exercised for Common Shares issued from treasury once the vesting criteria have been satisfied and upon payment of the exercise price. Alternatively, a participant may elect to proceed with cashless exercise of options, instead of paying the exercise price. In such case, the participant who chooses a cashless exercise will receive the number of shares equal to: (i) the difference between (Y) the difference between the cashless exercise sale price and the exercise price of the stock option, multiplied by the number of Common Shares in respect of which the stock option would otherwise be exercised upon payment of the aggregate exercise price and (Z) all applicable fees payable in connection with the cashless exercise; divided by (ii) the cashless exercise sale price. If a holder chooses a cashless exercise, such participant may also elect to receive the amount determined under (i) above in cash instead of receiving the number of Common Share determined under (ii) above. For the purpose hereof, cashless exercise sale price means the sale price received by the Corporation upon the sale of Common Shares to cover the exercise price of options that are being exercised.

FINANCIAL ASSISTANCE

Does the Corporation provide any financial assistance to participants to purchase shares under the security-based compensation arrangements?

The Employee Share Purchase Plan

Under the Employee Share Purchase Plan, the Corporation will contribute to the Eligible Employee contribution an amount equal to 60% of the Eligible Employees contribution cumulated at the end of each interim period of the Corporation up to a maximum of $9,000 per year.

The Stock Option Plan

There is no provision allowing financial assistance under the Stock Option Plan.

The Restricted Share Unit Plan

None applicable.

CHANGE OF CONTROL PROVISIONS

Are there any adjustment provisions under the security-based compensation arrangements?

The Employee Share Purchase Plan

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Under the Employee Share Purchase Plan, if there is a change of control of the Corporation, all unvested Common Shares held in trust for an Eligible Employee shall be immediately deliverable to the Eligible

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Employee. The Corporations contribution shall immediately be made and the Common Shares shall be issued for the then aggregate contribution based on the Current Market Value (as defined in the Employee Share Purchase Plan) of the Common Shares on the date of the change of control prior to the completion of the transaction which results in the change of control and that such Common Shares shall be immediately delivered to the Eligible Employees.

In addition, in the event there is any change in the Common Shares, whether by reason of a stock dividend, consolidation, subdivision, reclassification or otherwise, an appropriate adjustment shall be made by the committee authorized by the Board to oversee the Employee Share Purchase Plan in the number of Common Shares available under the Employee Share Purchase Plan. If such an adjustment shall result in a fractional Common Share, the fraction shall be disregarded. All such adjustments shall be conclusive, final and binding for all purposes of the Employee Share Purchase Plan.

The Stock Option Plan

Under the Stock Option Plan, if there is a change of control of the Corporation, all unvested options outstanding at the time of the change of control shall vest and become immediately exercisable.

Under the Stock Option Plan, in the event that the outstanding Common Shares are changed into or exchanged for a different number or kind of shares or other securities of the Corporation, or in the event that there is a reorganization, amalgamation, consolidation, subdivision, reclassification, dividend payable in capital stock or other change in capital stock of the Corporation, then each participant holding an option shall thereafter upon the exercise of the option granted to him, be entitled to receive, in lieu of the number of shares to which the participant was theretofore entitled upon such exercise, the kind and amount of shares or other securities or property which the participant would have been entitled to receive as a result of any such event if, on the effective date thereof, the participant had been the holder of the shares to which he was theretofore entitled upon such exercise.

In the event the Corporation proposes to amalgamate, merge or consolidate with any other Corporation (other than with a wholly-owned subsidiary of the Corporation) or to liquidate, dissolve or windup, or in the event an offer to purchase the shares of the Corporation or any part thereof shall be made to all Shareholders, the Corporation shall have the right, upon written notice thereof to each participant, to require the exercise of the option granted pursuant to the Stock Option Plan within the thirty (30) day period following the date of such notice and to determine that upon such thirty (30) day period, all rights of the participant to exercise same (to the extent not theretofore exercised) shall ipso facto terminate and cease to have any further force or effect whatsoever.

The Restricted Share Unit Plan

Under the Restricted Share Unit Plan, if there is a change of control of the Corporation, all outstanding RSUs vest, irrespective of any performance vesting conditions.

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin-off or other distribution (other than normal cash dividends) of the Corporations assets to Shareholders or any other change affecting the Common Shares, such adjustments as are required to reflect such change shall be made with respect to the number of RSUs in the accounts maintained for each participant, provided that no fractional RSUs shall be issued to participants and the number of RSUs to be issued in such event shall be rounded down to the next whole number of RSUs.

Whenever dividends are paid on Common Shares, additional RSUs will be automatically granted to each participant who holds RSUs on the record date for such dividend. The number of such RSUs (rounded to the nearest whole RSU) to be credited as of a dividend payment date shall be determined by dividing the aggregate dividends that would have been paid to such participant if the participants RSUs had been Common Shares by the market value on the date on which the dividends were paid on the Common

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Shares. RSUs granted to a participant under the section on credits for dividends shall be subject to the same vesting as the RSUs to which they relate.

2019 Management Information Circular

Are there any blackout period provisions under the security-based compensation arrangements?

Under the Stock Option Plan, in the event that the term of an option expires during such period of time during which insiders are prohibited from trading in shares as provided by the Corporations Securities Trading Policy, as it may be implemented and amended from time to time or within 10 business days thereafter, the option shall expire on the date that is 10 business days following the Blackout Period (as defined in the Stock Option Plan). Although the Blackout Period would only cover insiders of the Corporation, the extension would apply to all participants who have options which expire during the Blackout Period.

PENSION PLAN BENEFITS

The Corporation has not adopted any retirement plan or pension plan providing for payment of benefits.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The Corporation has entered into employment agreements with its Named Executives on terms and conditions comparable to market practice for public issuers in the same industry and market and of the same size as the Corporation.

In the case of termination of employment initiated by the Corporation for reasons other than just cause, the Corporation will make the following severance payments to its Named Executives:

· Chair of the Board and Chief Executive Officer: 1.5 x (annual base salary level + average annualized bonus paid or declared in the last two years); and

· other Named Executives: 1.0 x (annual base salary level + average annualized bonus paid or declared in the last two years).

The Corporation shall also continue all of the Named Executives benefits for a corresponding period of time equal to one (1) year (one and a half (1.5) year for the Chair of the Board) from of the cessation of the Named Executives employment (the Extended Benefits Period). Any RSUs held by the Named Executive, as applicable, shall vest and be payable pursuant to the provisions of the RSU plan, as amended from time to time. The Named Executive shall also be entitled to exercise options vesting during Extended Benefit Period pursuant to the provisions of the Stock Option Plan.

In the case of termination of employment initiated by the Corporation for reasons other than just cause, including constructive dismissal, within 18 months following a Change of Control (CoC), the Named Executive will be entitled to the following severance payment (CoC severance):

· Chair of the Board and Chief Executive Officer: 2.0 x (annual base salary level + average annualized bonus paid or declared in the last two years); · other Named Executives: 1.5 x (annual base salary level + average annualized bonus paid or declared in last two years); and · in the event the CoC event is deemed by the Board of Directors to be hostile, CoC severance payments may also be made to Named Executives who voluntarily resigns within 6 months following the hostile CoC.

Upon a CoC, all unvested options and RSUs vest, irrespective of any performance conditions. The Corporation shall also continue all of the Named Executives benefits for a corresponding period of time equal to one and a half (1.5) year (two (2) years for the Chair of the Board).

In addition to any severance payment, the Named Executive will be entitled to the current year short-term incentive payment in accordance with the actual achievements for the period they were employed.

If a Named Executive is terminated by the Corporation without cause, such Named Executive will be entitled to:

Sean Roosen Bryan A. Coates Elif Lévesque Luc Lessard André Le Bel Compensation(1) ($) ($) ($) ($) ($) Cash Severance Annual base salary level (2) 1,050,000 500,000 350,000 500,000 310,000 Average Annualized Bonus(3) 1,308,375 608,750 443,650 608,750 377,450 Unvested Equity acceleration Options(4) RSUs(5) 1,206,560 747,297 586,427 662,422 542,326 Benefits Insurance and Others(6) 61,000 57,400 57,200 57,400 57,000 TOTAL 3,625,935 1,913,447 1,437,277 1,828,572 1,286,776

NOTES: (1) All amounts are calculated as at December 31, 2018; all Named Executives are entitled to one (1) time (1.5 times for Chair of the Board and Chief Executive Officer), the sum of the Named Executives (i) annual base salary level and (ii) average annualized bonus paid or declared in the last two years; they are also entitled to the acceleration of all unvested equity and the maintaining of most benefits for a term of 12 months (18 months for Chair of the Board and Chief Executive Officer). In addition, all Named Executives are also entitled to receive payment of any accrued unpaid vacation. Amounts reflected in the table do not take into consideration any part of the compensation assumed by an associate company of the Corporation. (2) As at December 31, 2018, the respective annual base salary level of the Named Executives was as follows: Mr. Roosen: $700,000, Mr. Coates: $500,000, Ms. Lèvesque: $350,000, Mr. Lessard: $500,000, and Mr. Le Bel: $310,000. (3) For the Named Executives, these amounts reflect one (1) time (1.5 times for the Chair of the Board and Chief Executive Officer) the average annualized bonus paid or declared in the last two years. In addition to any severance payment, the Named Executive will be entitled to the current year short-term incentive payment in accordance with the actual achievements for the period they were employed. (4) These amounts reflect the aggregate dollar value that would be realized by multiplying the number of unvested options which would vest during the Extended Benefit Period by the difference between $11.97, being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2018 and the respective exercise price of such options. (5) These amounts reflect the aggregate dollar value that would be realized by multiplying the number of RSUs which would vest during the Extended Benefit Period (also taking into account achievement of all long-term objectives) by $11.97 being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2018. (6) These amounts represent the dollar value of the insurance benefit of the Named Executives which would be continued for a term of 12 months (18 months for the Chair of the Board and Chief Executive Officer); benefits include group insurance (but exclude long-term disability) and outplacement benefits in an amount of $50,000 and other benefits.

Termination of Employment Following Change in Control

The Named Executive will be entitled to the following severance payment (i) if they are terminated by the Corporation for reasons other than just cause, including constructive dismissal within 18 months following a CoC, or (ii) if the Named Executives voluntary resign within 6 months following a CoC which has been deemed hostile by the Board of Directors of the Corporation:

Sean Roosen Bryan A. Coates Elif Lévesque Luc Lessard André Le Bel Compensation(1) ($) ($) ($) ($) ($) Cash Severance Annual base salary level(2) 1,400,000 750,000 525,000 750,000 465,000 Average Annualized Bonus(3) 1,744,500 913,125 665,475 913,125 566,175 Unvested Equity acceleration

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Options(4) RSUs(5) 1,947,519 1,137,150 973,161 1,013,859 888,174 Benefits Insurance and Others(6) 64,700 61,000 60,800 61,000 60,500 TOTAL 5,156,719 2,861,275 2,224,436 2,737,984 1,979,849

NOTES: (1) All amounts are calculated as at December 31, 2018; all Named Executives are entitled to 1.5 time (2.0 times for Chair of the Board and Chief Executive Officer) the sum of the Named Executives (i) annual base salary level and (ii) average annualized bonus paid or declared in the last two years they are also entitled to the acceleration of all unvested equity and the maintaining of most benefits for a term of 18 months (24 months for the Chair of the Board and Chief Executive Officer). Amounts reflected in the table do not take into consideration any part of the compensation assumed by an associate company of the Corporation. (2) As at December 31, 2018, the respective annual base salary level of the Named Executive was as follows: Mr. Roosen: $700,000, Mr. Coates: $500,000, Ms. Lèvesque: $350,000, Mr. Lessard: $500,000, and Mr. Le Bel: $310,000. (3) For the Named Executives, these amounts reflect 1.5 times (two (2) times for the Chair of the Board and Chief Executive Officer) the average annualized bonus paid or declared in the last two years. In addition to any severance payment, the Named Executive will be entitled to the current year short-term incentive payment in accordance with the actual achievements for the period they were employed. (4) These amounts reflect the aggregate dollar value that would be realized by multiplying the number of unvested options, which would vest during the Extended Benefit Period by the difference between $11.97, being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2018 and the respective exercise price of such options. (5) These amounts reflect the aggregate dollar value that would be realized by multiplying the number of RSUs (the vesting of which would be accelerated as a result of such CoC, irrespective of any performance condition) by $11.97 being the closing price of the Common Shares of the Corporation on the TSX on December 31, 2018. (6) These amounts represent the dollar value of the insurance benefit of the Named Executives which would be continued for a term of 18 months (24 months for the Chair of the Board and Chief Executive Officer); benefits include group insurance (but exclude long-term disability) and outplacement benefits in an amount of $50,000 and other benefits.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Each of the Named Executives undertakes, following the date of his termination for any reason, not to solicit the Corporations agents, administrators, officers, directors, managers or business executives, consultants or employees and to not enter into competition with the Corporation for a period of 12 months.

For greater certainty and notwithstanding anything to the contrary, any payment to be made to a Named Executive as a result of a termination by the Corporation without cause or termination of employment following change in control will be adjusted to take into account the particulars of the employment situation of such Named Executive with associate companies.

Policy on Recovery of Incentive Compensation

In May 2015, the Board, following the recommendation of the Committee, adopted a written Policy on Recovery of Incentive Compensation (the Policy - also commonly known as a Clawback Policy) which will apply to the Chair of the Board and Chief Executive Officer, the President, Senior Vice Presidents and Vice Presidents (the Executive Officers) of the Corporation (including former Executive Officers). While the original text of this Policy allowed the Board, in its discretion, to establish and reserve the right to recover all or portion of awards made only under the short-term incentive program (the Annual Incentive Compensation) paid to an Executive Officer with respect to the most recent financial year upon the occurrence of certain events, the Policy was amended in March 2018 to allow the Board, in its discretion, to establish and reserve the right to recover all or portion of (i) an Annual Incentive Compensation and (ii) all cash based and equity based compensation awarded to the Corporations Executive Officers (collectively, the Incentive Compensation) in direct relation to and upon the occurrence of the following which shall be deemed an event that would require a recalculation:

(i) such amount received by an Executive Officer was calculated based on, or contingent on, achieving: (a) certain financial results that are subsequently the subject of or affected by a restatement of all or a portion of the Corporations financial statements or (b) reported reserves or resources which are subsequently determined to be overstated;

(ii) an Executive Officer was involved in gross negligence, intentional misconduct or fraud that caused or partially resulted in such restatement, misstatement or overstatement; and

(iii) the Incentive Compensation payment received would have been lower had the financial results, production results or reserves and resources been properly reported.

The amended and revised Policy affects future awards made under the short-term and long-term incentive program. Further, Management of the Corporation will continue to monitor, in conjunction with the Committee, the evolution of regulatory framework in Canada with respect to compensation policies and ensure that the Policy is reviewed annually and is properly aligned with Shareholders best interests.

On February 13, 2019, Goldcorp Inc. announced an impairment expense of US$1.4 billion, net of income taxes, against the carrying value of the Éléonore mine, as a result of the previously announced acquisition of the company by Newmont Mining Corporation and due to the decrease in mineral reserves and resources and the reduction in the estimated fair value of Éléonores exploration potential. The Corporation proceeded with its own impairment testing and determined to take impairment charges of $166.3 million ($123.7 million, net of income taxes), including $148.5 million on the Éléonore NSR royalty interest ($109.1 million, net of income taxes) as detailed in its consolidated financial statements for the years ended December 31, 2018 and 2017.

Based on the foregoing, the Committee proceeded with a detailed analysis of the facts leading to the Corporations decision to take such impairment charges in order to determine whether any such fact, taken alone or in the aggregate, could be considered under the terms of the Policy, as an event that would require a recalculation of the annual incentive compensation paid to Executive Officers of the Corporation in the most recent financial year. Further to its detailed analysis, the Committee concluded that no such fact, taken alone or in the aggregate, would require a recalculation of the annual incentive compensation paid to Executive Officers of the Corporation in the most recent financial year.

Formal securities ownership guidelines (the Guidelines) were assented by the Board of Directors on May 6, 2015 in order to further align the long-term interests of the Corporations Shareholders and that of its directors and officers. The Guidelines provide direction to non-executive directors, Named Executives and other officers of the Corporation as to the level and amounts of ownership considered satisfactory in meeting the ownership requirements. The ownership requirements can be met through the holding of Common Shares, DSUs and RSUs. The Board of Directors, following the recommendation of the Committee, approved the following method of calculation for the purpose of determining the value of securities held. As such, the holdings are based on the higher of (i) cost of the acquisition or value at the time of grant or (ii) market value at time of determination. With respect to RSUs, only the fixed component (retention based) will be used in determining the value of the holdings.

The following table illustrates the amounts and levels established for the minimum requirement for non-executive directors and Named Executives:

Securities Ownership Levels Categories (as Multiple of Annual Base Salary Level/Retainer) Lead Director and directors 2 Times Basic Retainer and DSUs Chief Executive Officer 3 Times Annual Base Salary Level President and Senior Vice Presidents 2.5 Times Annual Base Salary Level Executives (other Named Executives) 2 Times Annual Base Salary Level

Newly elected or appointed directors, newly appointed Named Executives and other executives have three years to comply with the ownership requirements starting from the date of approval of the Guidelines or from the date of election or appointment whichever comes last. Likewise, further to a salary increase, each Named Executive whose salary has been so increased shall also have three years to comply with the increased level of ownership requirements deriving from such salary increase, starting from the effective date of such increase. The following table sets out the securities ownership status of non-executive directors, Named Executives and other executives as of March 19, 2019:

The Securities Ownership of Directors, Named Executives and other Executives as of March 19, 2019:

Compliance with HOLDINGS Total Value(1) Securities the Guidelines(3) Number of RSUs Ownership Number of Number of (Fixed Component Level(2) Yes / No / Target Name and Position Common Shares DSUs only) ($) ($) Date

Françoise Bertrand Director since November 24, 2014 1,200 46,213 NIL $ 746,813 $ 320,000 Yes John Burzynski Director since April 30, 2014 17,294 16,809 2,620 $ 563,532 $ 320,000 Yes Pierre D. Chenard(4) Director since September 11, 2017 18,566 $ 295,048 $ 320,000 No Christopher C. Curfman Director since May 4, 2016 5,500 29,462 $ 560,170 $ 320,000 Yes Bryan A. Coates(5) President since April 30, 2014 128,219 NIL 59,232 $ 2,963,656 $ 1,282,500 Yes Joseph de la Plante(5) Vice No President, Corporate Must comply by 8,279 NIL 29,565 $ 596,355 $ 600,000 January 1st, 2022

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Development since June 30, 2014 Joanne Ferstman(3) Lead Director since April 30, 2014 19,500 69,634 NIL $ 1,401,516 $ 560,000 Yes André Gaumond(3)(4) Director since February 17, 2015 630,634 16,809 7,110 $ 10,588,199 $ 320,000 Yes Pierre Labbé(3) Director since February 17, 2015 6,145 36,389 NIL $ 692,291 $ 320,000 Yes André Le Bel(3) Vice President, Legal Affairs and Corporate Secretary since February 17, 2015 40,024 NIL 44,494 $ 1,335,353 $ 636,000 Yes

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Compliance with HOLDINGS Total Value(1) Securities the Guidelines(3) Number of RSUs Ownership Number of Number of (Fixed Component Level(2) Yes / No / Target Name and Position Common Shares DSUs only) ($) ($) Date Luc Lessard(5) Senior Vice President, Technical Services since June 30, 2015 29,760 NIL 53,948 $ 1,326,649 $ 1,282,500 Yes Elif Lévesque(3) Chief Financial Officer and Vice President, Finance since April 30, 2014 10,160 NIL 48,952 $ 930,525 $ 718,000 Yes Oskar Lewnowski(6) Director No since July 31, 2017 Must comply by 19,680 $ 312,026 $ 320,000 July 31, 2020 Charles E. Page Director since April 30, 2014 55,215 46,423 NIL $ 1,604,270 $ 320,000 Yes Sean Roosen(7) Chair and Chief Executive Officer since April 30, 2014 428,278 NIL 96,720 $ 8,275,417 $ 2,154,000 Yes Frédéric Ruel(5) Vice President, Corporate Controller Officer since November 9, 2016 5,779 NIL 30,377 $ 565,664 $ 472,000 Yes François Vézina(8) Vice President, Technical No Services Officer since Must comply by May 14, 2018 5,373 NIL 16,158 $ 333,291 $ 472,000 May 14, 2021

NOTES: (1) As provided in the Guidelines, the value of holdings is based on the higher of: (i) the cost of acquisition or the value at the time of grant; or (ii) the market value at the time of determination of compliance with the Guidelines. Accordingly, given that the closing price on March 19, 2019 was $15.24, the value of Common Shares, DSUs and RSUs was based on the market value upon the date of grant or acquisition for the purpose of determining compliance with the Guidelines. (2) For Named Executives and other executives, the level of securities ownership is based on salaries effective as of January 1st, 2019. (3) Further to the closing by the Corporation of its $300 million offering of convertible senior unsecured debentures on November 3, 2017, the following directors, Named Executives and other executives subscribed, directly or indirectly, in said financing however, their respective investment is not taken into account in determining their compliance with the Guidelines: Joanne Ferstman: $100,000, André Gaumond: $200,000, Pierre Labbé: $25,000, Bryan A. Coates: $708,500, Elif Lévesque: $50,000, André Le Bel: $25,000, Joseph de la Plante: $25,000 and Frédéric Ruel: $50,000. (4) Messrs. Pierre Chenard and André Gaumond will not stand for re-election at this Meeting. (5) As a result of the salary increases in 2017 and 2019, each Named Executive and other executive shall now have a three-year period to comply with new securities ownership level, the three-year period ending in 2020 and 2022 respectively. (6) Mr. Oskar Lewnowski was appointed to the Board of Directors on July 31, 2017 as part of the Orion Transaction, therefore the three-year compliance period will end on July 31, 2020. (7) The value of the Common Share holding of Mr. Roosen exceeds his security ownership level. (8) Mr. François Vézina was appointed as an officer on May 14, 2018 and must comply with the Guidelines by May 14, 2021.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As at March 19, 2019, the aggregate value of the total number of securities held by non-executive directors, Named Executives and other executives (including only the fixed component of RSUs) represents a value of $33,090,775.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Corporation is committed to sound corporate governance practices. The Board of Directors has carefully considered the Corporate Governance Guidelines set forth in Policy Statement 58-201 to Corporate Governance Guidelines. A description of the Corporations corporate governance practices is set out below in response to the requirements of Regulation 58-101 respecting Disclosure of Corporate Governance Practices and in the form set forth in Form 58-101F1 Corporate Governance Disclosure.

Majority Voting and Director Resignation Policy for Election of Directors

The Majority Voting and Director Resignation Policy for uncontested director elections is in effect since April 2014 and was last amended on March 30, 2016 to reflect comments received from the TSX. Under such policy, if a nominee does not receive the affirmative vote of at least the majority of votes cast at the meeting of Shareholders, the director shall promptly tender his or her resignation for consideration by the Governance and Nomination Committee and the Board. The Governance and Nomination Committee will consider such resignation and make a recommendation to the Board of Directors. The policy is available on the Corporations website at www.osiskogr.com.

2019 Management Information Circular

As of March 19, 2018, the Board of Directors consists of a majority of independent directors given that, of the ten (10) directors currently serving on the Board of Directors, seven (7) are considered independent directors. Mr. Pierre D. Chenard, an independent director, and Mr. André Gaumond, a non-independent director, are not part of the nominees that are being proposed as directors for election by the Shareholders at the Meeting, and therefore the size of the Board of Directors will be reduced to eight (8) directors, including six (6) independent directors (75% of the Board of Directors will be independent).

The independence of each director is determined by the Board based on the results of independence questionnaires completed by each director annually and on other information reviewed on an ongoing basis.

Policy regarding Tenure on the Board of Directors

The Board of Directors is committed to a process of Board renewal and succession-planning for non-executive directors in order to balance the benefits of experience with the need for new perspectives to the Board while maintaining an appropriate degree of continuity and adequate opportunity for transition of Board and Board Committee roles and responsibilities. Accordingly, the Corporation adopted on March 30, 2016 a policy regarding the tenure on the Board of Directors (the Board Tenure Policy).

The Governance and Nomination Committee is responsible for recommending nominees for election to the Board and, in furtherance of such responsibility, it analyzes the competencies and skills of existing non-executive directors, oversees an annual director evaluation process, and assesses the current and future needs of the Board, including the need to comply with the Corporations Policy regarding the diversity of the Board of Directors (as more fully described below).

In order to assist the Governance and Nomination Committee and the Board in succession-planning for non-executive directors and appropriate Board renewal, the Board has adopted limits on Board tenure. Non-executive directors will not be re-nominated for election at an annual meeting after the earlier of the following has occurred:

(a) such director has served 12 years following the later of (i) March 30, 2016 and (ii) the date on which the director first began serving on the Board (the Term Limit); or

(b) such director has reached the age of 72 years old on or before the date of the annual or special meeting of shareholders of the Corporation called in respect of the election of directors (the Retirement Age);

provided that, for greater certainty, there should be no expectation that a non-executive director will serve on the Board for the periods contemplated by the Term Limit or until such director reaches the Retirement Age (collectively the Board Tenure Limits).

Notwithstanding the foregoing, the Board Tenure Limits shall not apply to a non-executive director who has yet to be elected annually for the fifth consecutive time by the Shareholders in accordance with the Corporations Majority Voting and Director Resignation Policy. Once a non-executive director has been elected or re-elected for five (5) times, these Board Tenure Limits apply notwithstanding that such director has continued to receive satisfactory annual performance evaluations, has needed skills and experience and meets other Board policies or legal requirements for Board service.

Exceptionally, on a case-by-case basis and on the recommendation of the Governance and Nomination Committee, a non-executive director who has reached the Term Limit or the Retirement Age may be nominated to serve on the Board for up to a maximum of two (2) additional years.

In determining whether to make such a recommendation to the Board, the Governance and Nomination Committee shall consider the following factors, among others:

(a) the director has received positive annual performance assessments;

(b) the Governance and Nomination Committee believes it is in the best interests of the Corporation that the director continues to serve on the Board; and

(c) the director has been re-elected annually by the Corporations Shareholders in accordance with the Corporations Majority Voting and Director Resignation Policy.

Notwithstanding the foregoing, the Board retains full discretion in approving such recommendation by the Governance and Nomination Committee.

In addition, directors are expected to inform the Chair of the Board or the Lead Director of any major change in their principal occupation so that the Board would have the opportunity to decide the appropriateness of such directors continuance as a member of the Board or of a Board Committee. Directors are also expected to provide the Chair of the Board or the Lead Director with information as to all boards of directors that they sit on or that they have been asked to join so as to allow the Board to determine whether it is appropriate for such director to continue to serve as a member of the Board or of a Board Committee. The Governance and Nomination Committee will apply Board nominee selection criteria, including directors past contributions to the Board and availability to devote sufficient time to fulfill their responsibilities, prior to recommending directors for re-election for another term. A copy of the Board Tenure Policy is available on the Corporations website at www.osiskogr.com.

Independence of Directors - Majority of Directors is Independent

The Board has approved independence standards that require that a majority of its directors be independent. The independence of a director is determined in accordance with Regulation 52-110 or Regulation 58-101 further to voluntary disclosure by each director. Furthermore, the Board of Directors may determine that a director has no material relationship with the Corporation, including as a partner, Shareholder or officer of an organization that has a relationship with the Corporation. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a directors independent judgment and includes an indirect material relationship. In determining whether a director is independent, the Board applies standards derived from the Canadian Securities Administrators director independence rules. The Board determines the independence of a director when it approves director nominees for inclusion in this Circular. Based on the results of independence questionnaires completed by each nominee and other information, the Board determined that six (6) of the eight (8) nominees proposed for election as directors have no material relationship with the Corporation and are, therefore, independent.

The following table indicates the independence status of each of the eight (8) nominees for election to the Board of Directors:

Non- Name Independent Independent Reason for Non-Independence Françoise Bertrand ü N/A John Burzynski ü Senior Vice President, New Business Development of the Corporation until August 2016 Christopher C. Curfman ü N/A Joanne Ferstman ü N/A Pierre Labbé ü N/A Oskar Lewnowski ü N/A Charles E. Page ü N/A

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Mr. John Burzynski is a non-independent director, given that he was an Executive Officer of the Corporation until August 2016. Mr. Roosen is also a non-independent director given his position as Chair of the Board and Chief Executive Officer.

Furthermore, in connection with the listing of the shares of the Corporation on the NYSE on July 6, 2016, the Corporation ensured that at least a majority of its directors satisfied the director independence requirements under Section 303A.02 of the NYSE corporate governance standards. On an annual basis, the Board of Directors reviews and determines the independence of each director for both Canadian and U.S. purposes.

The NYSE requires the Corporation, as a foreign private issuer that is not required to comply with all of the NYSEs corporate governance standards applicable to U.S. domestic issuers, to disclose any significant ways in which its corporate governance practices differ from those followed by NYSE listed U.S. domestic issuers. Except for one practice relating to internal audit function, the differences between the Corporations practices and those required by the NYSE rules applicable to U.S. domestic issuers are not significant. The statement of differences can be found on the Corporations website at osiskogr.com/en/governance-2/osisko-practices- and-nyse-rules/.

Non-Independent Chair of the Board

The Board of Directors is led by an executive and non-independent Chair; Mr. Sean Roosen was appointed to act as Chair and serve on the Board of Directors of the Corporation in April 2014.

The Chair of the Board takes all reasonable measures to ensure the Board fulfills its oversight responsibilities. The Chair is responsible for the management, the development and the effective performance of the Board, and provides leadership to the Board for all aspects of the Boards work.

In addition to the responsibilities applicable to all directors of the Corporation, the responsibilities of the Chair of the Board include the following: (i) presiding at all meetings of the Shareholders and of the Board; (ii) planning and organizing the activities of the Board in consultation with management including the preparation for, and the conduct of, Board meetings, as well as the quality, quantity and timeliness of the information that goes to the Board; (iii) during Board meetings, encouraging full participation and discussion by individual directors, stimulating debate, facilitating consensus, and ensuring that clarity regarding decisions is reached and duly recorded; (iv) fostering ethical and responsible decision making by the Board and its individual members; (v) providing advice, counsel and mentorship to the President and fellow members of the Board; (vi) acting as principal liaison between the directors and the President on sensitive issues; (vii) ensuring minutes of the Board meetings are available in a timely manner; (viii) ensuring committees of the Board report to the Board on their activities; (ix) assisting the Board Committees and Committee Chairs to bring important issues forward to the Board for consideration and resolution; and (x) carrying out other responsibilities at the request of the Board.

Independent Lead Director of the Board

The Board of Directors is led by a non-executive and independent Lead Director, which contributes to the Boards ability to function independently of management of the Corporation. Ms. Joanne Ferstman was appointed to act as the Lead Director and serve on the Board of Directors of the Corporation in April 2014.

In addition to the responsibilities applicable to all directors of the Corporation, the responsibilities of the Lead Director of the Board include the following: (i) providing leadership to ensure that the Board functions independently of management of the Corporation and other non-independent directors; (ii) providing leadership to foster the effectiveness of the Board; (iii) working with the Chair to ensure that the appropriate committee structure is in place and assisting the Corporate Governance and Nomination Committee in making recommendations for appointment to such committees; (iv) recommending to the Chair items for consideration on the agenda for each meeting of the Board; (v) commenting to the Chair on the quality, quantity and timeliness of information provided by management to the independent directors; (vi) calling, where necessary, the holding of special meetings of the Board, outside directors or independent

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document directors, with appropriate notice, and establishing agenda for such meetings in consultation with the other outside or independent directors, as applicable; (vii) in the absence of the Chair, chairing Board meetings, including, providing

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document adequate time for discussion of issues, facilitating consensus, encouraging full participation and discussion by individual directors and confirming that clarity regarding decision-making is reached and accurately recorded; in addition, chairing each Board meeting at which only outside directors or independent directors are present; (viii) consulting and meeting with any or all of the independent directors, at the discretion of either party and with or without the attendance of the Chair, and representing such directors, where necessary, in discussions with management of the Corporation on corporate governance issues and other matters; (ix) working with the Chair of the Board and Chief Executive Officer and the President to ensure that the Board is provided with the resources, including external advisers and consultants to the Board as considered appropriate, to permit it to carry out its responsibilities and bringing to the attention of the Chair of the Board and Chief Executive Officer and the President any issues that are preventing the Board from being able to carry out its responsibilities; (x) conducting peer reviews through a process involving meeting with each director individually; these peer reviews will be conducted to coincide with the formal survey of board effectiveness; (xi) ensuring non-management directors discuss among themselves, without the presence of management, the Corporations affairs.

Policy regarding the diversity of the Board of Directors

The Corporation is committed to diversity among its Board of Directors. On March 30, 2016, the Board adopted a policy regarding the diversity of the Board of Directors (the Diversity Policy) relating to candidate selection based on experience and expertise to achieve effective stewardship and management.

In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporations success. By bringing together men and women from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity to be an important attribute of a well-functioning Board, which will assist the Corporation to achieve its long-term goals.

The Corporation recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Board. To ensure sound corporate governance, the Governance and Nomination Committee is guided by the following principles in recommending candidates to the Board of Directors: i) ensuring that the Board of Directors of the Corporation is composed of directors who possess extensive knowledge, skills and competencies, diverse points of view, and relevant expertise, enabling them to make an active, informed and positive contribution to the management of the Corporation, the conduct of its business and the orientation of its development; ii) seeking a balance in terms of the knowledge and competencies of directors to ensure that the Board of Directors can fulfil its role in all respects; and iii) to the extent practicable, seeking directors who represent different genders, ages, cultural communities, geographic areas and other characteristics of the communities in which the Corporation conducts its business.

The Corporation has set an objective of reaching 40% representation of women on the Board of Directors by December 2019. In order to achieve this goal, the Governance and Nomination Committee shall:

· maintain an evergreen list of potential candidates for election to the Board of Directors which list includes parity between men and women candidates; this list shall take into account that qualified candidates may be found in a broad array of organizations;

· periodically assess the effectiveness of the nomination process at achieving the Corporations diversity objectives outlined in this Policy; and

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · in order to support the specific objective of gender diversity, considers the level of representation of women on the Board and ensures that women are included in the short list of candidates being considered for a Board position.

When identifying potential candidates for the Board of Directors, the Governance and Nomination Committee considers the selection criteria approved by the Board, as well as its analysis of the Boards needs based on the above criteria. These selection criteria are reviewed periodically.

The Diversity Policy will be reviewed annually by the Governance and Nomination Committee to ensure it is effective in achieving its objectives. Any changes to the Diversity Policy as well as additional diversity achievements will be reported annually in the Corporations management information circular. A copy of the Diversity Policy is available on the Corporations website at www.osiskogr.com.

As of the date hereof, Ms. Joanne Ferstman and Ms. Françoise Bertrand represent 20% of the ten directors. However, since the Board of Directors decided, upon recommendation of the Governance and Nomination Committee, not to replace Messrs. Gaumond and Chenard, thus reducing the Board size to eight directors, the women representation on the Board will be increased to 25% following the election of the nominee directors at the Meeting. Pursuant to an investor rights agreement entered into between the Caisse and the Corporation, the Caisse retains the right to appoint one nominee to the Board of Directors of the Corporation, for so long as the Caisse, together with its affiliates, owns more than 10% of the outstanding Common Shares of the Corporation.

Further, the Chair and Chief Executive Officer of the Corporation has been a member of the 30% Club since March 2017. The 30% Club promotes gender balance on boards to encourage better leadership and governance. In addition, the 30% Club also aims to develop a diverse pool of talent for all businesses through the efforts of its members who are committed to better gender balance at all levels of their organizations.

Policy regarding the diversity in corporate talent

The Corporation is committed to diversity among its management team. On November 9, 2016, the Board adopted a policy regarding the diversity in corporate talent (the Management Diversity Policy) relating to candidate selection based on merit in order to select the best person to fulfill each position within the organization. At the same time, the Corporation recognizes that diversity is important to ensure that the profiles of its team provide the necessary range of perspectives, experience and expertise required to achieve corporate objectives.

In an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to the Corporations success. By bringing together men and women from diverse backgrounds and giving each person the opportunity to contribute their skills, experience and perspectives in an inclusive workplace, the Corporation believes that it is better able to develop solutions to challenges and deliver sustainable value for the Corporation and its stakeholders. The Corporation considers diversity to be an important attribute of a well-functioning company which will assist the Corporation to achieve its long-term goals.

The purpose of the Management Diversity Policy is to communicate the importance the Corporation places on the diversity within its organization.

The Corporation believes that diversity enriches discussion and performance of the team in the pursuit of its short and long-term corporate objectives. As part of its strategy to recruit and maintain a diversified organization, it will:

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · promote diversity within its team, with particular emphasis on gender diversity; · promote the contribution of women to the success of the organization; · assist in the development of women within the organization through training, inside sponsorship and outside mentoring; · ensure that for every open position within the organization, at least one female be considered as a potential candidate; · actively participate in internal and external initiatives to promote diversity in its industry with specific focus on gender diversity; and · provide work environment that accommodates family and work life balance, while maintaining a high achievement culture.

The Corporation aims to have 25% of officer and Senior Management roles being held by women by 2020.

Senior Management will report annually to the Committee on its Gender Diversity Program, including:

i. gender distribution of employees; ii. corporate participation on initiatives (internal and external) to promote gender diversity; and iii. current trends in Diversity Programs.

The Corporation will also report externally on its performance in the application of Diversity Programs.

The Management Diversity Policy will be reviewed annually by the Governance and Nomination Committee to ensure it is effective in achieving its objectives. Any changes to the Management Diversity Policy as well as additional diversity achievements will be reported annually in the Corporations management information circular. A copy of the Management Diversity Policy is available on the Corporations website at www.osiskogr.com.

Currently, one woman is an executive officer of the Corporation, which represents 12.5% of the executive Management team. The same person is also part of the Named Executives, which represents 20% of the Named Executives and 33% of the C-Suite.

Boards Skills Matrix

The Governance and Nomination Committee, together with the Board Chair, is responsible for determining the needs of the Board in the long-term and identifying new candidates to stand as nominees for election or appointment as directors.

The Board ensures that the skill set developed by directors, through their business expertise and experience, meets the needs of the Board.

The Governance and Nomination Committee reviews annually the credentials of the members of the Board. The following table exemplifies the current skills that each nominee possesses:

2019 Management Information Circular

SKILLS

Months of Technical/ Government Human

Directors Directorship Financial(1) M&A(2) Mining(3) Relations(4) International(5) Governance(6) Resources(7) Sustainability(8) Management(9)

Françoise Bertrand 52 ü ü ü ü ü Age: 70

John Burzynski 59 ü ü ü ü ü ü ü ü ü Age: 55

Joanne Ferstman 59 ü ü ü ü ü Age: 51

Pierre Labbé 49 ü ü ü ü ü ü Age: 53

Oskar Lewnowski 20 ü ü ü ü ü ü ü ü Age: 53

Charles E. Page 59 ü ü ü ü ü ü ü ü ü Age: 67

Sean Roosen 59 ü ü ü ü ü ü ü ü ü Age: 55

NOTES:

(1) Financial: Ability to understand: (i) financial statements; (ii) financial controls and measures; (iii) capital markets; and (iv) financing options.

(2) Mergers and Acquisitions: Understanding of: (i) capital markets in friendly and unfriendly transactions; (ii) complexity of integration post-business continuation; and (iii) general legal requirements in

M&A.

(3) Technical/Mining: Understanding of: (i) exploration activities; (ii) mine operations, including risks/challenges/opportunities (mining, milling); (iii) ability to have knowledge of construction/

development/planning/scheduling/monitoring of construction/contract administration/forecasting; and (iv) understanding of marketing of metals.

(4) Government Relations: Understanding of: (i) legislative and decision-making process of governments; and (ii) experience in dealing with governments (policy-making, lobbying, etc.).

(5) International Experience: Consists of: (i) experience in dealing with different legislative and cultural environments; (ii) understanding foreign legislative process; and (iii) understanding opportunities

and risk in non-Canadian jurisdictions.

(6) Governance: Understanding of (i) the requirements/process for oversight of management; (ii) various stakeholder requirements; and (iii) evolving trends with respect to governance of public

companies.

(7) Human Resource: Ability to: (i) review management structure for large organization; (ii) develop/assess/monitor remuneration packages (salary, benefits, long-term and short-term incentives); and (iii)

understand how to motivate people.

(8) Sustainability: Understanding of (i) environmental risks in the mining industry; (ii) government regulations with respect to environmental, health & safety; and (iii) understanding of and experience in

community relations and stakeholder involvement

(9) Management: Ability to plan, operate and control various activities of a business.

Other Reporting Issuer Memberships

The table below sets forth the name of each nominee director of the Corporation who is currently a director of another organization that is a reporting issuer as also described under the Section entitled Election of Directors in this Circular.

Other Directorships

As part of its business model and in connection with its strategic investments made in other companies, either by acquiring equity interests, purchasing royalties, royalty options or otherwise, the Corporation generally expects from its directors and officers to be actively involved within such associate companies, which may include becoming a member of the board of directors of such associate companies. The Corporation acknowledges that a director or an officer serving on too many public boards of directors might be overboarded. Consequently, all directors and officers of the Corporation must submit to the Governance and Nomination Committee any offer to join an outside board of directors in order to ensure that any additional directorship would not impair the ability to adequately fulfill the responsibilities assigned to the directors and officers of the Corporation.

As a general guideline, the Governance and Nomination Committee of the Corporation will consider that a director or officer of the Corporation should be regarded as overboarded if he or she:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) has attended fewer than 75% of the Corporations Board and Committee meetings held within the past year without a valid reason for the absences; and

(b)

(i) if the President or Chief Executive Officer of the Corporation, he or she sits on more than two (2) outside public company board, in addition to the Corporation; or

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) if not the President or Chief Executive Officer of the Corporation, sits on more than five (5) public company boards, in addition to the Corporation.

In determining what is an outside public company board, the Governance and Nomination Committee specifically excludes associate companies for the reason that becoming a director of such companies is crucial in order to oversee and supervise the Corporations investment in such associate companies. This representation allows the Corporation to protect its Shareholders interests.

Furthermore, the Chief Executive Officers position description as amended in November 2015, includes that, as part of the duties of the Chief Executive Officer of the Corporation, he shall, as applicable (i) become a member of the board of directors of such associate companies or (ii) delegate such duty to an officer of the Corporation. Such associate companies with respect to which the Chief Executive Officer is a board member are, for the greater part, junior exploration companies listed on the TSX Venture Exchange, which only hold a small number of meetings per year and generally do not deal with complex operating issues. These associate companies are as follows:

Industry Market and Stock Associate company and Holdings Classification Symbol Investment as at December 31, 2018 Barkerville Gold Mines Ltd. 32.2% Mining Company TSX-V BGM - Equity Value: $ 65,146,000 - 4% NSR royalty: $ 57,500,000 Equity Holdings: 162,864,251 common (Cariboo) shares Other Equity Holdings: 10,000,000 warrants

Osisko Mining Inc. 16.7% Mining Company TSX OSK - Equity Value: $ 131,673,000 - 1.5% NSR royalty: $ 7,150,000 Equity Holdings: 42,890,269 common (Windfall Lake) and shares 1% NSR royalty on Other Equity Holdings: 800,000 other properties warrants

Victoria Gold Corp. 15.4% Mining Company TSX-V VIT - Equity Value: $ 44,558,000 - 5% NSR royalty: $ 98,000,000(1) Equity Holdings: 120,427,087 common (Dublin Gulch) shares

Total Investment by the Corporation: $ 404,027,000

NOTE: (1) This amount includes a remaining commitment of $19.6 million.

The following table reflects nominee directors current directorships with other reporting issuers:

Market and Nominee Other Reporting Issuers Industry Classification Stock Symbol Board Committee Membership Françoise Bertrand None

John Burzynski Barkerville Gold Mines Ltd. Mining Company TSX-V BGM Technical Committee Osisko Metals Incorporated Mining Company TSX-V OM Compensation Committee Osisko Mining Inc. Mining Company TSX OSK

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Major Drilling Group Industrial products - TSX MDI International Inc. business services

Christopher C. Curfman None

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Market and Nominee Other Reporting Issuers Industry Classification Stock Symbol Board Committee Membership Joanne Ferstman Dream Unlimited Corp. Real Estate Company TSX DRM Audit Committee Chair Organization, Design and Culture Committee Leaders and Mentors Committee Cogeco Communications Inc. Communications and TSX CCA Audit Committee Chair Media Strategic Opportunities Committee member ATS Automation Tooling Industrial products - TSX ATA Audit Committee member Systems Inc. fabricating and Governance Committee engineering member

Pierre Labbé None

Oskar Lewnowski CannaRoyalty Corp. (doing Cannabis Products CSE business as Origin House)

Charles E. Page Unigold Inc. Mining Company TSX-V UGD Audit Committee Compensation Committee Corporate Governance and Nominating Committee Technical Committee Wesdome Gold Mines Ltd. Mining Company TSX-V WDO Chair of the board of directors Audit Committee Compensation and Human Resources Committee Technical, Safety and Sustainability Committee

Sean Roosen Barkerville Gold Mines Ltd. Mining Company TSX-V BGM Chair of the board of Associate company directors Osisko Mining Inc. Mining Company TSX OSK Chair of the board of Associate company directors Victoria Gold Corp. Mining Company TSX-V VIT Associate company

Interlocking Directorships

As of the date of the Circular, there are no interlocks of the independent director nominees serving on the compensation or equivalent committee or board of directors of another reporting issuer which has any executive officer or director serving on the Human Resources Committee or Board of Directors of the Corporation. However, there is an interlocking relationship with two non-independent directors: Messrs. Roosen and Burzynski whom both serve on the board of directors of Osisko Mining and Barkerville. The Board assessed the interlock and determined that there was no conflict or other concerns for the Corporation.

Independent Directors Meetings

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of Management are not in attendance. However, where deemed necessary by the independent directors, the independent directors do hold in-camera sessions exclusive of non-independent directors and members of Management, which process facilitates open and candid discussion amongst the independent directors. A private session is included in every agenda of every board and committee meeting.

2019 Management Information Circular

During the 2018 financial year, the Board of Directors held 11 meetings, the Audit Committee held 4 meetings, the Human Resources Committee held 5 meetings, the Governance and Nomination Committee held 4 meetings, the Sustainability Committee held 2 meeting and no meetings were held by the Investment Committee. Overall the combined director attendance at meetings of the Board and its standing Committees was 90%. A record of attendance of each director at Board and Committee meetings held for the financial year ended on December 31, 2018 is set out under heading 2018 Board and Committee Attendance Record of this Circular.

Board Mandate

The Corporations Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by Management. The Corporations Boards consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. The Corporations Board delegates to Management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Corporations business in the ordinary course, managing the Corporations cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Corporations Board also looks to Management to provide recommendations respecting corporate objectives, long-term strategic plans and annual operating plans. The Corporations Board has a written mandate governing its operation, a copy of which is attached in this Circular as Schedule A.

Position Descriptions

The Board has developed written position descriptions for the Chair of the Board and the Chairs of the Board Committees, as well as one for the Lead Director and the Chief Executive Officer. Such position descriptions can be found on the Corporations website at www.osiskogr.com.

To facilitate the process of the orientation of new directors and to provide easily access documentation to current directors, the Corporation has developed a Directors Handbook. This reference guide provides information related to: i. The Corporation and its activities; ii. Structure of assets (royalties, streams and offiakes); iii. Strategic plan; iv. Corporate policies; v. Information on the mining industry and royalty business; vi. Site visits vii. Board and Committee Charters; and viii. Information on directors and officers of the Corporation.

Throughout the year, the Board and Committee Members receive formal presentations by Management and external advisors, and are provided documentation from various advisors and consultants on various topics, including:

· Mineral royalty sector; · Commodity prices; · Mining industry opportunities and risks; · Current governance issues; · Talent management; · Economic forecasts; · Mining company performance; · Reports on the Corporation by investment dealer analysts; · Feedback from institutional and retail Shareholders; · New developments in financial accounting and reporting controls; · Financial reporting and risks; and · Updates on political matters.

During 2018, the Corporation provided to the Board of Directors the following presentations and/or publications:

· Dr. Murenbeelds Gold Forecast Projections; · RBC Global Metals and Mining 2018 Outlook; · Deloitte 2018 Global Mining Trends; · Gold Market and Industry; · World Mineral Exploration Review and Outlook; · MiFID II Investor Relations; · The Changing Face of a Gold Investor; · Four Trends Driving Mine Streaming this Year; · Quebec Elections 2018 Ryan Affairs Publiques; · Gold Monitor; · Paradigm Stock Prices; · Canaccord Genuity 2019 Base Metals Outlook; · Ernst & Young Top 10 Business Risks facing mining and metals in 2019; and · Global Senior Gold Producers Merger mania is here (and will save the sector).

Furthermore, the Corporation is a corporate member of the Institute of Corporate Directors (ICD) and each member of the Board of Directors receive educational material from the ICD and may attend their conferences. The fees for attending conferences and educational sessions are reimbursable by the Corporation.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Listed below are education events attended or presented by directors of the Corporation during the year:

Director Month Topic John Burzynski: Attendee 01/2018 IAS Conference Attendee Cormark Securities Conference Speaker 02/2018 BMO Capital Markets Conference Global Metals & Mining Attendee 03/2018 PDAC Conference Speaker 04/2018 European Gold Forum in Zurich Speaker 09/2018 2018 Precious Metals Summit (Colorado) Hosted by Precious Metals Summit Conferences, LLC. Attendee 11/2018 TD Mining Conference Attendee National Bank of Canada Global Mining and Metals Conference Speaker 12/2018 Scotiabank Mining Conference Hosted by Scotiabank

Joanne Ferstman: Speaker 03/2018 DREAM Unlimited Women in Leadership Panel Speaker 06/2018 M&A in Canada What Directors should know Attendee 10/2018 Toronto Global Forum

André Gaumond: Attendee 10/2018 Exploration Conference Hosted by the Québec Mineral Exploration Association Attendee 11/2018 Québec Mining Conference Hosted by the Ministry of Energy and Natural Resources

Pierre Labbé: Attendee 01/2018 Governance Overview of ISS Canada Policy Updates Attendee BDO Canada - Risk Management Cybersecurity Managing the risks associated with digital identity and access to information Attendee 04/2018 Governance and Strategies Increase efficiency on the board of directors Attendee 2018 Governance Trends Attendee 05/2018 CPA Financial Reporting for Canadian Public Companies Attendee 06/2018 CPA - Performance Management Operational Management and Administration Attendee CPA Business cycle, finance and economy: Financing Sachs 4th BD&L and Investment Forum Attendee KPMG Business Conference The Issues of Growth Attendee CPA Conference - Accounting Management and Finance Function Optimization Attendee 08/2018 CPA Business cycle, finance and economy Corporate Finance Attendee CPA Financial Reporting for Canadian Public Companies

Sean Roosen: Speaker 01/2018 Vancouver Investment Conference - Streaming/Royalty Panel Speaker 02/2018 Gold Stock Analysts 2018 Investor Day Speaker 02/2018 BMO Capital Markets Conference Global Metals & Mining Speaker 03/2018 PDAC Conference - What we have learned along the way Speaker 04/2018 Osisko Dinner in Zurich Gala Dinner at the Dolder in Zurich European Gold Forum in Zurich Speaker 05/2018 CIM Conference Chair of the conference

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Thinking Differently: A Modern Approach To Mining Bank of America Merrill Lynch Conference - Royalty/Streaming Panel: Where are the opportunities Speaker 07/2018 Sprott Natural Resource Investment Conference: - Royalty Panel - Who will find, finance and build the next generation of mines Speaker 09/2018 Bank of America Merrill Lynch Royalty Panel Luncheon Denver Gold Forum: The Growth-Oriented Royalty Company Osisko Gold Royalties Corporate Presentation Speaker 11/2018 Eurasia Dinner Event - Creating Value in the Mining Industry Pannel Participation: The Growth-Oriented Royalty Company Osisko Gold Royalties Corporate Presentation Scotiabank Mining Conference Royalty Panel

2019 Management Information Circular

The Board has adopted a Code of Ethics (the Code of Ethics) applicable to all of its directors, officers and employees.

The Code of Ethics communicates to directors, officers and employees standards for business conduct in the use of Osisko time, resources and assets, and identifies and clarifies proper conduct in areas of potential conflict of interest. Each director, officer and employee is provided with a copy of the Code of Ethics and is asked to sign an acknowledgement that the standards and principles of the Code of Ethics will be maintained at all times on Osisko business. The Code of Ethics is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) compliance with laws, rules and regulations; (c) prompt internal reporting of Code of Ethics violations; and (d) accountability for adherence to the Code of Ethics. Violations from standards established in the Code of Ethics, and specifically under internal accounting controls, are reported to the Vice President, Finance and Chief Financial Officer or to the Vice President, Legal Affairs and Corporate Secretary and can be reported anonymously. The Vice President, Finance, Chief Financial Officer and the Vice President, Legal Affairs and Corporate Secretary will report to the Audit Committee who will report to the Board any reported violations at least quarterly, or more frequently depending on the specifics of the reported violation.

The Chair of the Board and Chief Executive Officer and the Governance and Nomination Committee are responsible for promoting a corporate culture, which supports the highest of ethical standards, encourages personal integrity and assumes social responsibility.

The Corporation will adopt, from time to time, policies and guidelines relating to ethics that apply to all directors, officers and employees of the Corporation. The Corporations Code of Ethics will be reviewed on an annual basis as well as adherence thereto.

The Code of Ethics is distributed to and signed by each of the Corporations employees when they are hired. Directors, officers and designated employees are required, on an annual basis, to declare their commitment to abide by the Corporations Code of Ethics. Management of the Corporation reports annually to the Governance and Nomination Committee all non-compliance statements so disclosed by directors, officers and designated employees.

The Corporations Code of Ethics provides that directors, officers and employees must avoid conflicts of interest, both real and perceived. In practice, should a director have a material interest or be otherwise in conflict of interest as regards a transaction or agreement considered by the Board, he must disclose his conflict of interest and withdraw from any discussions, assessment or decision related to the particular transaction or agreement.

In the event any transactions or agreements are contemplated in respect of which a director or Executive Officer has a material interest, the matter must be initially reviewed by the Audit Committee and is then submitted to the Board of Directors. The Board may implement any measures that it finds necessary in order to ensure the exercise of independent judgment. In the event a director has a material interest in any transaction or agreement, such director will abstain from voting in that regard.

In addition, the Board has established under the Corporations Internal Whistle Blowing Policy, a process for the receipt and treatment of all complaints concerning accounting, internal accounting controls, auditing or related matters submitted by any employee, including procedures for the confidential anonymous submissions by employees of concerns regarding said matters. To help in this process, the Corporation established an Ethics Line, which is a phone and Internet-based reporting system (1-844-687-8700 or [email protected]). All communications are forwarded directly to the Chair of the Audit Committee and to the Vice President, Legal Affairs and Corporate Secretary.

There has been no material change reports filed that pertain to any conduct of a director or Executive Officer that constitutes a departure from the Code of Ethics.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In 2019, the Board of Directors adopted, following recommendations of the Committee, a policy on the prevention of psychological or sexual harassment in the workplace and the handling of complaints (the Harassment Policy). The Corporation does not tolerate nor accept any form of psychological or sexual harassment. The Harassment Policy is intended to prevent and put an end to any situation of psychological or sexual harassment in its business, including any form of discriminatory harassment. The Harassment Policy also provides for intervention measures applicable to harassment complaints filed or situations of harassment reported to the Corporation. All communications are forwarded directly to the Chair of the Committee, the Vice President, Legal Affairs and Corporate Secretary and the Chief Financial Officer and Vice President, Finance.

Through the above-noted methods, the Board encourages and promotes a culture of ethical business conduct. In addition, the directors, officers and employees of the Corporation are expected to act and to hold their office within the best interests of the Corporation. The Corporation expects that all directors shall act in compliance of all laws and regulations applicable to their office as director of the Corporation.

A copy of the Code of Ethics is available on the Corporations website at www.osiskogr.com.

Committees of the Board

The Board has established five standing committees, namely: the Audit Committee, the Governance and Nomination Committee, the Human Resources Committee, the Sustainability Committee and the Investment Committee. Following is a description of the authority, responsibilities, duties and function of such committees.

Governance and Nomination Committee

The Governance and Nomination Committee is responsible for the monitoring of the Corporations corporate governance and nomination matters.

The Governance and Nomination Committee has the general mandate to (i) consider and assess all issues that may affect the Corporation in the areas of corporate governance and nomination generally; (ii) recommend actions or measures to the Board to be taken in connection with these two (2) areas; and (iii) monitor the implementation and administration of such actions or measures, or of corporate policies and guidelines adopted by regulatory authorities or the Board with respect to said two (2) areas. The Chair of the Governance and Nomination Committee is also responsible to conduct the Corporations outreach program toward Shareholders and stakeholders.

Corporate governance practices determine the process and structure used to manage and run the internal and commercial business of the Corporation with a view to preserving its financial and operational integrity, complying with all applicable rules in general and increasing its value to Shareholders.

As regards corporate governance matters, the Governance and Nomination Committee is responsible for establishing practices which must be followed and should be in line with corporate governance rules and guidelines in effect from time to time as adopted by relevant authorities. The Governance and Nomination Committee is also responsible for recommending to the Board new candidates for director and to assist the Board in the assessment of the performance of senior officers, of the Board and its committees and of individual directors.

The Governance and Nomination Committee met four (4) times during the most recently completed financial year. Since May 3rd, 2018, the Governance and Nomination Committee is composed of the following three (3) independent directors:

2019 Management Information Circular

The following summarizes the work highlights performed by the Governance and Nomination Committee in 2018 and beginning of 2019:

· reviewed and recommended approval by the Board of Directors of the 2018 management information circular; · reviewed the 2018 Shareholder voting rights results; · reviewed and approved the Board assessment questionnaire and assessment process; · reviewed Managements practices in maintaining open and transparent communications with the Board; · reviewed the skills matrix of the members of the Board; · reviewed the Corporations disclosure on regulatory filings to assess any potential conflict and related party transactions; · reviewed the directors 2018 and 2019 education program; · performed and reviewed the 2018-2019 Shareholder outreach program; · reviewed the position descriptions of the Chair of the Board, the Lead Director and the Committee Chair; · reviewed the position description of the Chief Executive Officer; · reviewed the Charter of the Governance and Nomination Committee; · reviewed and approved the Governance and Nomination Committee Annual Work Program; · reviewed the Charter of the Board of Directors; · reviewed and recommended to the Board to approve changes to the Code of Ethics; · reviewed the Majority Voting and Director Resignation Policy, the Securities Trading Policy, the Diversity Policy, the Policy regarding Tenure on the Board of Directors and the Policy regarding the diversity in corporate talent; · reviewed the Board self-assessment and evaluation; · reviewed the list of directorship of public companies held by members of Management of the Corporation as representative of the Corporation; · reviewed the Corporations governance practices; · reviewed the Board composition; · reviewed the evergreen list of candidates for election to the Board and recommended a short list of candidates; · through an ongoing Shareholders outreach program on governance, the Chair of the Governance and Nomination Committee and Management met with and solicited input from Shareholders to receive feedback on governance and strategic issues; and · reviewed and recommended approval by the Board of Directors of the 2019 Circular.

2019 Management Information Circular

The Audit Committee meets regularly in order to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the following: (i) in its oversight of the Corporations accounting and financial reporting principles and policies and internal audit controls and procedures; (ii) in its oversight of the integrity and transparency of the Corporations financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where deemed appropriate, replacing the external auditors; (iv) in evaluating the independence of the external auditors; (v) in its oversight of the Corporations risk identification, assessment and management program; and (vi) in the Corporations compliance with legal and regulatory requirements in respect of the above.

The function of the Audit Committee is to provide independent and objective oversight. The Management of the Corporation is responsible for the preparation, presentation and integrity of the Corporations financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit of the Corporations annual financial statements and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing including in respect of auditor independence. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct field work or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and external to the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board of Directors) and (iii) representations made by Management as to non-audit services provided by the auditors to the Corporation.

The Board has adopted the Audit Committee Charter, mandating the role of the Audit Committee in supporting the Board in meeting its responsibilities to Shareholders.

The Audit Committee met four (4) times during the most recently completed financial year. Since May 3rd, 2018, the Audit Committee is composed of the following four (4) independent directors:

Work Performed by the Audit Committee

The following summarizes the work highlights performed by the Audit Committee in 2018 and beginning of 2019:

· reviewed the Audit Committee Charter; · reviewed and approved the Audit Committee Annual Work Program; · reviewed Managements report on the Corporations Risk Evaluation Review for the year 2018 with quarterly updates; · reviewed and approved the Corporations auditors Audit Plan; · reviewed the Corporations internal audit function;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · reviewed and recommended approval by the Board of Directors of proposed changes to the Corporations Investment Policy and Disclosure Policy; · reviewed the Corporations Delegation of Authority Policy; · reviewed the Corporations financial group review for development and succession planning; · reviewed policy on procedures for approval of audit and non-audit services by external auditor; · reviewed the Corporations review process in determining related party transactions; · reviewed and recommended approval by the Board of Directors of the consolidated financial statements, managements discussion and analysis and press releases for the period ended December 31, 2017 and 2018; · reviewed and recommended approval by the Board of Directors of the quarterly financial statements, managements discussion and analysis and press releases related thereto; · monitored compliance requirements with the Securities and Exchange Commission and the New York Stock Exchange; · considered and recommended to the Board of Directors the appointment of the auditors of the Corporation; · reviewed the efficiency of the Audit Committee; · reviewed the Corporations internal controls and compliance certifications on a quarterly basis; · reviewed and approved audit and non-audit work fees; · reviewed the Corporations report on cash management; · reviewed the Corporations Information Technology related activities; · reviewed the Corporations insurance coverage; · reviewed the Corporations tax matters; · reviewed the Corporations accounting policies; · reviewed documentation provided by Management on continuing education; · reviewed and monitored whistle blowing and litigation matters; and · met (in camera) with the Auditors of the Corporation on a quarterly basis.

Additional reference is made to the Section entitled Audit Committee of the Corporations Annual Information Form (AIF) that contains the information required by section 5.1 of Form 52-110F1 of Regulation 52-110. The Corporations AIF is available on SEDAR at www.sedar.com and on EDGAR at www.sec.qov, and a copy of same will be provided free of charge, upon request, to any Shareholder of the Corporation.

Human Resources Committee

The Committee is responsible for approving compensation objectives and the specific compensation programs for policies and practices of the Corporation on matters of remuneration, succession planning, human resources recruitment, development, retention and performance evaluations, which policies are developed and implemented in conformity with the Corporations objectives with the view to attracting and retaining the best qualified management and employees. The Committee is responsible for recommending, monitoring and reviewing compensation programs for senior executives. It is also responsible to oversee treatment of complaints received pursuant to the Policy on the prevention of psychological or sexual harassment in the workplace and the handling of complaints.

The Human Resources Committee met five (5) times during the most recently completed financial year. Since May 3rd, 2018, the Human Resources Committee is composed of four (4) independent directors:

2019 Management Information Circular

The work performed by the Committee is disclosed under heading Work Performed by the Human Resources Committee of this Circular.

Sustainability Committee

The Sustainability Committee is responsible for overseeing various aspects of the activities of the Corporation in respect of the work environment (occupational health and safety), the human environment (corporate social responsibility matters), the physical environment (environmental matters), and socially responsible investing.

The Committee has the general mandate (i) to consider and evaluate all aspects of the Corporations occupational health and safety, corporate social responsibility, environmental matters and socially responsible investing; (ii) to recommend to the Board the steps to be taken in connection with these four (4) areas of activity; and (iii) to oversee the implementation and administration of corporate policies and guidelines adopted by regulatory authorities and the Board with respect to occupation health and safety, corporate social responsibility, environmental matters and socially responsible investing.

The Sustainability Committee held a meeting during the most recently completed financial year. Since May 3rd, 2018, the Sustainability Committee is composed of four (4) directors, two (2) of whom are independent:

Work Performed by the Sustainability Committee

The following summarizes the work highlights performed by the Sustainability Committee in 2018:

· reviewed Managements undertakings in sustainable development; · reviewed the Corporations donations, involvement in the Canadian mineral industry education and sponsorships; · reviewed the Corporations 2018 and 2019 Sustainability Program; · reviewed the composition of the Sustainability Committee; · reviewed the Sustainability Committee Charter; · reviewed and approved the Sustainability Committee Annual Work Program; · reviewed the Corporations efforts to guide companies operating projects and mines where it has a direct investment; · reviewed the Corporations relationship with government authorities and the various communities; · reviewed the Corporations undertakings in supporting health and economic development; · reviewed the Corporations training and development initiatives with employees and the development of women within the rankings of the organization and within the associate companies; · reviewed Managements proposed framework for the monitoring of activities in associate companies, royalties and stream operations.

The Investment Committee is responsible for reviewing and approving investments between $20 and $50 million in royalties, streams or offtakes. The Investment Committee was formed further to the Orion Transaction to eliminate the potential for conflicts of interest regarding investment opportunities.

The Investment Committee has the general mandate to: (i) evaluate and approve investments in royalties, streams and off-takes within the investment range of $20 million to $50 million; (ii) monitor the investment opportunities identified by Management within the range of investment; (iii) review annually its Charter and evaluation its effectiveness in fulfilling this mandate; and (iv) perform such other duties as may from time to time be assigned to the Investment Committee by the Board of Directors. This mandate excludes the review and approval of investments with related parties.

As a result of its recent formation, the Investment Committee did not hold any meetings during the most recently completed financial year. The Investment Committee is composed of three (3) directors, one (1) of whom is independent:

Nomination of Directors

In consultation with the Chair of the Board, the Governance and Nomination Committee annually reviews the competencies and skills the members of the Board should possess as well as the skills, areas of expertise, background, independence and qualifications credentials of nominees for election or re-election as members of the Board of Directors. If vacancies occur on the Board, the Governance and Nomination Committee would recommend nominees to the Board, consider their qualifications, the validity of the credentials underlying each nomination, and, for nominees who are already directors of the Corporation, an evaluation of their effectiveness and performance as members of the Board of Directors, including their attendance at Board and Committee meetings. The use of a skills matrix is also an additional tool in recommending nominees to the Board of Directors. The Boards current skills matrix is set out under heading Boards Skills Matrix of this Circular.

The Governance and Nomination Committee maintains a list of potential director candidates for planned and unforeseen vacancies through an evergreen diversified list, which is comprised of a parity between men and women.

Assessment

Following the implementation of a formal procedure for assessing the performance of the Board and its Committee members in November 2014, a detailed questionnaire is distributed annually to each member of the Board in order to enable individual directors to provide feedback on the effectiveness of the Board and its standing Committees as well as the contribution of each member. In addition, the results of the questionnaires are compiled by the Vice President, Legal Affairs and Corporate Secretary and sent to the Lead Director as well as the Chair of the Governance and Nomination Committee. As part of the assessment process review, each Board member will assess the performance of the respective Committees of the Board. The results of such are compiled by the Vice President, Legal Affairs and Corporate Secretary and sent to the Lead Director as well as to the Chair of the Governance and Nomination Committee. Thereafter, the Lead Director contacts every director and conducts open and confidential one-on-one meetings to discuss the results and any issues

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document arising from the performance assessments. Following the evaluation process, the compiled results are provided to the members of the Governance and Nomination Committee and the members of the Board for discussion at the year-end meetings.

The Governance and Nomination Committee assesses the operation of the Board and its standing Committees, the adequacy of information given to directors, communication between the Board and Management, the Board size and overall skills. The Governance and Nomination Committee also recommends changes to the Board in order to enhance its performance based on the survey feedback.

Succession Planning

The Committee regularly meets the Management of the Corporation. During these meetings, the members of the Committee have the opportunity to evaluate potential successors to senior Management. In addition, the Committee monitors training and development of programs of Management.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Since the commencement of the Corporations most recently completed financial year, no director or executive officer of Osisko, or Shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Common Shares, or any known associates or affiliates of such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Corporation.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

There is no indebtedness outstanding with any current or former director, executive officer or employee of the Corporation or its subsidiaries which is owing to the Corporation or its subsidiaries, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries, entered into in connection with a purchase of securities or otherwise.

LIABILITY INSURANCE

The Corporation subscribes to liability insurance for the benefit of its directors and officers to cover them against certain liabilities contracted by them in such capacity. For the most recently completed financial year, this insurance provided for a coverage limit of US$100 million per loss and policy year and the premium paid by the Corporation amounted to US$491,028 on an annualized basis. When the Corporation is authorized or required to indemnify an insured, a deductible of US$500,000 to US$1 million applies. The policy contains standard industry exclusions.

APPOINTMENT AND REMUNERATION OF AUDITORS

The Board of Directors and the Audit Committee of the Corporation recommend that Shareholders vote for the appointment of PricewaterhouseCoopers LLP a partnership of chartered professional accountants (PWC), as independent auditor of the Corporation for the fiscal year ending December 31, 2019 and to authorize the directors to establish their remuneration. PWC was originally appointed on April 30, 2014.

Unless the form of proxy states otherwise, or if the right to vote is not exercised for the appointment of the auditors, the persons named in the enclosed form of proxy intend to VOTE FOR the re-appointment of PWC, Chartered Professional Accountants, as independent auditor of the Corporation and for the directors to fix their remuneration. The persons whose name appears in the attached form of proxy intend to VOTE FOR the re-appointment of PWC, Chartered Professional Accountants, as independent auditor of the Corporation and for the authorization given to directors to fix their remuneration.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The following table illustrates in detail the components of the fees incurred in 2018 and in 2017:

Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees Year ($) ($) ($) ($) December 31, 2018 598,803 69,144 December 31, 2017 1,017,480 112,047 397,685

NOTES: (1) Audit fees were higher in 2017 primarily due to 2017 being the first year of receiving the auditors opinion on the Corporations internal control over financial reporting, the acquisition of the Orion precious metals portfolio of assets for $1.1 billion and the services rendered in relation to the management information circular dated June 29, 2017, the issuance of convertible debentures and the services rendered in relation to the short-form prospectus dated October 27, 2017. In 2018 and 2017, the audit fees also include services rendered in connection with the audit of the Corporations annual consolidated financial statements and annual audit fee for a separate audit opinion of a subsidiary of the Corporation. (2) Audit related fees for 2017 included primarily due diligence services pertaining to business combinations. (3) Tax fees are related to tax compliance, tax planning and tax advice services for the preparation of corporate tax returns and for proposed transactions, mainly the Orion Transaction for 2017.

APPROVAL OF THE AMENDED DEFERRED SHARE UNIT PLAN

On March 21, 2019, the Board of Directors approved amendments to the Corporations DSU Plan, which now provides for the right to receive upon settlement a payment either in the form of Common Shares, cash or a combination of Common Shares and in cash (the Amended DSU Plan).

As of the date of this Circular, no Common Shares have been issued under the Amended DSU Plan. The Board does not intend to issue any Common Shares under such plan until such time as the necessary regulatory and stock exchange approvals have been obtained. A copy of the Amended DSU Plan, as described herein, is available on the Corporations website at http://www.osiskogr.com/en/ 2019-agm/.

As a result of the proposed amendments, only non-executive directors of the Corporation or a subsidiary will be entitled to participate to the Amended DSU Plan.

Summary of the Amended DSU Plan

Who is eligible to participate?

Pursuant to the Amended DSU Plan a non-executive director of the Board of Directors of the Corporation or a subsidiary is eligible to participate under the Amended DSU Plan (the Participant).

What is the term and vesting schedule of DSUs or of the securities issuable under the Amended DSU Plan?

Unless otherwise indicated by the Committee upon grant and subject to the provision on termination of service of the Amended DSU Plan, (i) the DSUs granted to a Participant in accordance with such Participants election to receive all or a portion of the Participants annual remuneration as director in DSUs, shall vest immediately upon such grant and (ii) the DSUs granted to a Participant as an annual grant shall vest, unless otherwise provided upon such grant, one day prior to the Corporations next annual meeting of shareholders. Notwithstanding the foregoing, the Committee may, in its entire discretion, accelerate the terms of vesting of any DSUs in circumstances deemed appropriate by the Human Resources Committee.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Upon a change of control, all unvested DSUs become vested at the time of the Change of Control, irrespective of any vesting conditions.

At any time after the termination of service of a Participant to whom DSUs have been granted, and which have vested, but no later than the last business day in December of the first calendar year commencing after such termination, on a date chosen by such Participant (the Settlement Date), the Corporation shall pay to the Participant or his or her legal representative the value of such Participants vested DSUs, in cash or in Common Shares of the Corporation or a combination of cash and Common Shares.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Should the Corporation chose to pay the Participant in cash, such Participant will receive an amount equal to the number of DSUs vested to his or her account as of that date multiplied by the market value of one (1) Common Share on the Settlement Date, the whole subject to withholding taxes. Should the Corporation chose to issue Common Shares in payment of the DSUs to a Participant, such Participant will receive such number of Common Shares equivalent to the number of DSUs vested to his or her account as of that date, subject to withholding taxes. A Participant shall not be entitled to require payment of any amount on account of DSUs credited to such Participants account prior to his or her termination.

How many securities are authorized to be issued under the Amended DSU Plan and what percentage of the Corporations shares outstanding do they represent?

The total number of Common Shares reserved and available for issuance pursuant to this Amended DSU Plan shall not exceed a number of Common Shares equal to 0.5% of the total issued and outstanding Common Shares of the Corporation on the Settlement Date (on a non-diluted basis), or such other number as may be approved by the TSX and the Shareholders of the Corporation from time to time. Any increase in the issued and outstanding Common Shares will result in an increase in the number of Common Shares that may be issued pursuant to this Amended DSU Plan or any other proposed or established share compensation arrangement of the Corporation.

The number of Common Shares of the Corporation reserved for issuance under Osiskos Long-Term Incentive Plans cannot exceed, in the aggregate, eight percent (8%) of the issued and outstanding Common Shares of the Corporation.

What is the maximum percentage of securities available under the Amended DSU Plan to the Corporations insiders?

The aggregate number of Commons Shares issued to insiders of the Corporation within any one-year period, and issuable to insiders of the Corporation at any time, under the Amended DSU Plan or when combined with all other share compensation arrangements, cannot exceed 10% of the issued and outstanding Common Shares.

What is the maximum number of securities any one person is entitled to receive under the Amended DSU Plan and what percentage of the Corporations outstanding capital does this represent?

The number of Common Shares that may be issued to a Participant under the Amended DSU Plan cannot exceeds 0.5% of the issued and outstanding Common Shares at the time of settlement of the DSUs.

How is the issue price determined under the Amended DSU Plan?

The issue price pursuant to the Amended DSU Plan is determined based on the closing market price of the Common Shares of the Corporation traded on the TSX on the day prior to the Date of Grant.

Under what circumstances is an individual no longer entitled to participate?

Unless otherwise determined by the Board, the following provisions shall apply in the event that a Participants service with the Corporation or a subsidiary be terminated:

Termination of service. Upon (i) resignation of a Participant as member of the Board, (ii) dismissal of a Participant as member of the Board, (iii) decision of a Participant not to stand for re-election as member of the Board (iv) non proposal of a Participant for re- election as member of the Board (v) death of a Participant, or (vi) the Long-Term Disability (as such term is defined in the Amended DSU Plan) of a Participant, all vested

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document DSUs awarded to such Participant on the date of termination shall be paid to such Participant, in accordance with the terms of the Amended DSU Plan and the letter of grant.

Death. Upon death of a Participant, no transfer of DSUs by the Participant by will or by laws of succession shall be effective to bind the Corporation unless the Corporation has been furnished with written notice thereof, together with a copy of any will or such other evidence as the Corporation may deem necessary or desirable to establish the validity of the transfer.

Change of Control If a Change of Control takes place, all unvested Deferred Share Units become vested at the time of the Change of Control.

Can rights held pursuant to the Amended DSU Plan be assigned or transferred?

The rights and interests of a Participant in respect of the Amended DSU Plan are not transferable or assignable other than by will or the laws of succession to the legal representative of the Participant.

How is the Amended DSU Plan amended? Is Shareholder approval required?

a) The approval of the Board of Directors and the requisite approval from the TSX and the Shareholders of the Corporation (by simple majority vote) shall be required for any of the following amendments to be made to the Amended DSU Plan:

(iv) any amendment to the number of shares issuable under the plan, including an increase in the fixed maximum number of shares or a change from a fixed maximum number of shares to a fixed maximum percentage;

(v) any change to the definition of Participant which would have the potential of broadening or increasing insider participation; and

(vi) any amendment that may modify or delete any of the amendment provision requiring Shareholders approval.

b) The Board may, without Shareholder approval but subject to receipt of requisite approval from the TSX, in its sole discretion make all other amendments to the Amended DSU Plan that are not of the type contemplated in the amendment provision requiring Shareholders approval, including, without limitation:

(i) amend, suspend or terminate the Amended DSU Plan in whole or in part or amend the terms of DSUs credited in accordance with the plan. If any such amendment, suspension or termination will materially or adversely affect the rights of a Participant with respect to DSUs credited to such Participant, the written consent of such Participant to such amendment, suspension or termination shall be obtained. Notwithstanding the foregoing, the obtaining of the written consent of any Participant to an amendment, suspension or termination which materially or adversely affects the rights of such Participant with respect to any credited DSUs shall not be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders of government or regulatory authorities or the requirements of any stock exchange on which shares of the Corporation are listed. If the Committee terminates the Amended DSU Plan, DSUs previously credited to Participants shall remain outstanding and in effect and be settled in due course in accordance with the terms of the Amended DSU Plan (which shall continue to have effect, but only for such purposes) on the settlement date.

Does the Corporation provide any financial assistance to participants to purchase shares under the Amended DSU Plan?

No.

2019 Management Information Circular

In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin-off or other distribution (other than normal cash dividends) of the Corporations assets to Shareholders or any other change affecting the Common Shares, such adjustments as are required to reflect such change shall be made with respect to the number of DSUs in the accounts maintained for each Participant, provided that no fractional DSUs shall be issued to Participants and the number of DSUs to be issued in such event shall be rounded down to the next whole number of DSUs.

Whenever dividends are paid on Common Shares, additional DSUs will be automatically granted to each participant who holds DSUs on the record date for such dividend. The number of such DSUs (rounded to the nearest whole DSU) to be credited as of a dividend payment date shall be determined by dividing the aggregate dividends that would have been paid to such Participant if the Participants DSUs had been Common Shares by the market value on the date on which the dividends were paid on the Common Shares. DSUs granted to a Participant under the section on credits for dividends shall be subject to the same vesting as the DSUs to which they relate.

Ordinary Resolution Adoption of the Amended DSU Plan

At the Meeting, Shareholders will be asked to consider an ordinary resolution, as set forth below, to approve the adoption of the Amended DSU Plan described above.

The TSX requires that the resolution adopting the Amended DSU Plan be approved by a majority of the votes cast, by proxy or in person. In addition to Shareholders approval, the Amended DSU Plan is subject to regulatory approval. Upon ratification by Shareholders, a copy of the Amended DSU Plan will be filed on SEDAR.

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Amended DSU Plan of the Corporation is hereby approved, confirmed and ratified;

2. All unallocated DSUs under the Amended DSU Plan be and are hereby approved until May 1, 2022, which is the date that is three years from the date of the Meeting at which Shareholders approval is being sought; and

3. Any director or officer of the Corporation be and is hereby authorized and directed, for and on behalf of the Corporation, to do, or cause to be done, all such acts and things, execute and deliver, or cause to be delivered, such other documents, agreements, certificates and statements, as any such director and officer may, in their discretion, determine to be necessary or desirable in order to give full effect to the intent and purpose of these resolutions, the authority for the execution of such documents, agreements, certificates and statements and the doing of such other acts or things to be conclusively evidenced thereby.

Accordingly, the Board of Directors and Management are recommending that the Shareholders VOTE FOR the approval of the said resolution that requires an affirmative vote of the majority of the votes cast at the Meeting in order to be adopted. Unless contrary instructions are indicated on the proxy form or the voting instruction card, the persons designated in the accompanying form of proxy or voting instructions card intend to VOTE FOR the approval of the resolution.

2019 Management Information Circular

The Board of Directors believes that the compensation program must be competitive within the industry, provide a strong incentive to its Named Executives to achieve the Corporations goals and ensure that interests of Management and the Corporations Shareholders are aligned. A detailed discussion of the Corporations executive compensation is more fully described under the heading Statement of Executive Compensation Compensation Discussion and Analysis in this Circular. Under such section, you will find discussions on the Corporations executive compensation philosophy, objectives, policies and practices and provides information on the key elements of the executive compensation program of the Corporation.

Advisory Resolution on Executive Compensation Approach

BE IT RESOLVED, AS AN ADVISORY RESOLUTION THAT:

1. On an advisory basis and not to diminish the role and responsibilities of the Board of Directors of the Corporation, the Shareholders accept the approach to executive compensation disclosed in the Corporations Circular dated March 21, 2019 delivered in advance of the Meeting;

2. As this in an advisory vote, the Board of Directors of the Corporation and the Committee will not be bound by the results of the vote. However, the Board of Directors of the Corporation will take the results into account, together with feedback received from Shareholders, when considering its approach to executive compensation in the future; and

3. Results of the vote will be disclosed in the report of voting results.

The Board of Directors of the Corporation recommends that Shareholders indicate their support for the Corporations approach to executive compensation disclosed in the Circular by VOTING FOR the Advisory Resolution on Executive Compensation Approach. The persons whose names appear in the attached form of proxy intend to VOTE FOR the Advisory Resolution on Executive Compensation Approach.

SHAREHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING

The final date for submitting Shareholder proposals to the Corporation for the next annual meeting of the Shareholders is December 20, 2019.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Financial information is provided in the Corporations financial statements and Managements Discussion and Analysis for the year ended December 31, 2018 a copy of which may be obtained upon request from the Corporate Secretary, 1100, Avenue des Canadiens-de- Montréal, Suite 300, Montréal, Québec, H3B 2S2. The Corporation may require the payment of a reasonable charge when the request is made by someone other than a Shareholder.

2019 Management Information Circular

CONTACTING OSISKOS BOARD OF DIRECTORS

Shareholders, employees and other interested parties may communicate directly with the Board by:

1. Writing to: Chair of the Board or

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Lead Director of the Board Osisko Gold Royalties Ltd 1100 Avenue des Canadiens-de-Montréal Suite 300 Montréal, Québec, H3B 2S2

2. Calling: 514-940-0670

3. Emailing: [email protected] or [email protected]

APPROVAL

The Board of Directors of the Corporation has approved the contents of the Circular and its sending to the Shareholders.

Montréal, Québec, March 21, 2019.

OSISKO GOLD ROYALTIES LTD Per:

/s/ André Le Bel André Le Bel Vice President, Legal Affairs and Corporate Secretary

2019 Management Information Circular

SCHEDULE A

BOARD OF DIRECTORS CHARTER

I. OVERALL ROLE AND RESPONSIBILITY

The Board of Directors (the Board) of Osisko Gold Royalties Ltd (the Corporation) is elected by the Corporations shareholders to supervise the management of the business and affairs of the Corporation.

The Board monitors the manner in which the Corporation conducts its business as well as the senior Management responsible for the day-to-day operations of the Corporation. It sets the Corporations policies, assesses their implementation by Management and reviews the results.

The prime stewardship responsibility of the Boward is to ensure the viability of the Corporation and to ensure that it is managed in the best interest of its shareholders as a whole while taking into account the interests of other stakeholders.

The Boards main expectations of the Corporations Management are to protect the Corporations interests and ensure the long-term growth of shareholder value.

II. MEMBERSHIP AND QUORUM

The Board shall be composed of a minimum of 3 and a maximum of 15 members. The Board shall also be constituted with a majority of individuals who qualify as independent directors, as per the standards of independence established in the Regulation 58-101 respecting Disclosure of Corporate Governance Practices.

The quorum at any meeting of the Board is a majority of directors in office.

III. STRUCTURE AND OPERATIONS

Proceedings and meetings of the Board are governed by the provisions of the By-laws of the Corporation relating to the regulation of the meetings and proceedings of the Board insofar as they are applicable and not inconsistent with this Charter and the other provisions adopted by the Board in regards to committee composition and organization.

IV. DUTIES AND RESPONSIBILITIES OF THE BOARD

In addition to statutory responsibilities, the Board, either directly or through one of its committees, assumes responsibility for:

(a) satisfying itself, to the extent feasible, as to the integrity of the Chief Executive Officer (CEO) and other senior officers, and that the CEO and other senior officers maintain a culture of integrity throughout the Corporation;

(b) ensuring that the Corporation is operated so as to preserve its financial integrity and in accordance with policies approved by the Board;

(c) ensuring, through the Governance and Nomination Committee, that appropriate structures and procedures are in place so that the Board and its committees can function independently of management and in accordance with sound corporate governance practices;

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) reviewing and approving key policy statements developed by management on various issues such as ethics, regulatory compliance and communications with shareholders, other stakeholders and the general public;

(e) adopting a strategic planning process and thereafter reviewing and, where appropriate, approving, annually, a strategic plan and a budget which takes into account, among other things, the opportunities and risks of the business (all of which are developed at first by management), and monitoring the Corporations performance with reference to the adopted budget and strategic plan;

(f) identifying the principal risks of the Corporations business and ensuring the implementation of appropriate controls, measures and systems to manage these risks;

(g) appointing the CEO and the President, setting forth the position description, as well as planning for the succession of the CEO and the President with the recommendation of the Governance and Nomination Committee and the Human Resources Committee respectively;

(h) evaluating the performance and reviewing the compensation of the CEO and the President with the Human Resources Committee, and ensuring that such compensation is competitive and measured according to appropriate benchmarks which reward contribution to shareholder value;

(i) appointing, training, evaluating and monitoring officers as well as planning for their succession with the recommendations of the Governance and Nomination Committee; determining management compensation with the recommendations of the Governance and Nomination Committee and the Human Resources Committee, respectively and ensuring that such compensation is competitive and measured according to appropriate industry benchmarks;

(j) overseeing, through the Audit Committee, the quality and integrity of the Corporations accounting and financial reporting systems, and disclosure controls and procedures;

(k) ensuring, through the Audit Committee, the integrity of the Corporations internal controls and management information systems;

(I) overseeing, through the Audit Committee, the process for evaluating the adequacy of internal control structures and procedures of financial reporting, and satisfy itself as to the adequacy of such process;

(m) advising management on critical and sensitive issues;

(n) ensuring that the Boards expectations of management are understood, that all appropriate matters come before the Board in a timely and effective manner and that the Board is kept informed of shareholder feedback;

(o) conducting annually, through the Governance and Nomination Committee, a review of Board practices and the Boards and committees performance (including directors individual contributions), to ascertain that the Board, its committees and the directors are capable of carrying out and do carry out their roles effectively;

(p) ensuring with the Human Resources Committee, the adequacy and form of the compensation of non- executive directors taking into account the responsibilities and risks involved in being an effective director;

(q) determining, with the Governance and Nomination Committee, in light of the opportunities and risks facing the Corporation, what competencies, skills and personal qualities the Board should seek in recruiting new Board members, and the appropriate size of the Board to facilitate effective decision- making;

(r) determining, annually, with the Governance and Nomination Committee, the independence of each member of the Board as such term is defined by applicable laws and regulations including, rules and guidelines of stock exchanges to which the Corporation is subject;

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (s) setting forth, with the recommendation of the Governance and Nomination Committee, the position description for the Chair of the Board and the Chair of the committees of the Board;

(t) determining annually, with the Audit Committee, if each member of the Audit Committee is financially literate as such terms are defined under applicable laws and regulations including rules and guidelines of stock exchanges to which the Corporation is subject;

(u) selecting, upon the recommendation of the Governance and Nomination Committee, nominees for election as directors;

(v) selecting the Chair of the Board;

(w) selecting the Lead Director of the Board and ensure the director appointed as Lead Director is and remains independent;

(x) ensuring, through the Governance and Nomination Committee, that new directors have a good understanding of their role and responsibilities and of the contribution expected of them (including as regards attendance at, and preparation for, meetings), and that they are provided with adequate education and orientation as regards the Corporation, its business and activities;

(y) approving unbudgeted capital expenditures, or significant divestiture, as well as acquisitions where environmental or other liabilities exist and which could result in significant exposure to the Corporation;

(z) approving major investments in metals streaming transactions, royalties and shares of publicly traded companies;

(aa) reviewing alternate strategies in response to any possible takeover bid in order to maximize value for shareholders;

(bb) discussing and developing the Corporations approach to corporate governance issues in general, with the involvement of the Governance and Nomination Committee;

(cc) reviewing and approving, with the involvement of the Disclosure Committee, the content of the principal communications by the Corporation to its shareholders and the public, such as quarterly and annual financial statements and managements discussion and analysis, annual information form, information circulars, prospectuses and other similar documents which may be issued and distributed, provided that the quarterly and annual financial statements and related managements discussion and analysis and earnings press releases and any other public disclosure document containing financial information may be reviewed and approved by the Audit Committee instead of the Board;

(dd) ensuring ethical behavior and compliance with laws;

(ee) monitoring, directly or through one of its committees, compliance with all codes of ethics; and

(ff) consider the means by which stakeholders can communicate with the members of the Board (including independent directors).

Directors are expected to make reasonable efforts to attend all Board meetings and to review materials distributed to them in advance of Board meetings.

V. CHARTER

The Governance and Nomination Committee shall periodically review this Charter and recommend appropriate changes to the Board.

This Charter was approved and ratified by the Board of Directors on June 30, 2014 with effect as of April 30, 2014 and was last amended November 9, 2016.

2019 Management Information Circular

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE PROXY SOLICITOR AGENT:

North America Toll Free 1-877-452-7184

Collect Calls Outside North America 1-416-304-0211

Email: [email protected]

OSISKO GOLD ROYALTIES LTD

Unaudited Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2019

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Osisko Gold Royalties Ltd Consolidated Balance Sheets (Unaudited) (tabular amounts expressed in thousands of Canadian dollars)

March 31, December 31, Notes 2019 2018 $ $ (Note 3)

Assets

Current assets

Cash 4 108,497 174,265 Short-term investments 17 13,119 10,000 Amounts receivable 6,871 12,321 Other assets 1,013 1,015 129,500 197,601 Non-current assets

Investments in associates 5 303,407 304,911 Other investments 6 121,364 109,603 Royalty, stream and other interests 7 1,391,299 1,414,668 Exploration and evaluation 92,777 95,002 Goodwill 111,204 111,204 Other assets 3 11,265 1,657 2,160,816 2,234,646 Liabilities

Current liabilities

Accounts payable and accrued liabilities 9,273 11,732 Dividends payable 7,757 7,779 Provisions 8 4,439 3,494 Lease liabilities 3 703 22,172 23,005 Non-current liabilities

Long-term debt 9 324,355 352,769 Lease liabilities 3 9,077 Deferred income taxes 77,816 87,277 433,420 463,051 Equity

Share capital 1,609,435 1,609,162 Warrants 10 18,072 30,901

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Contributed surplus 33,987 21,230 Equity component of convertible debentures 17,601 17,601 Accumulated other comprehensive income 21,090 23,499 Retained earnings 27,211 69,202 1,727,396 1,771,595 2,160,816 2,234,646

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Osisko Gold Royalties Ltd Consolidated Statements of Income (Loss) For the three months ended March 31, 2019 and 2018 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

Notes 2019 2018 $ $ (Note 3)

Revenues 12 100,726 125,614

Cost of sales 12 (70,104) (93,667) Depletion of royalty, stream and other interests (12,376) (13,230) Gross profit 18,246 18,717

Other operating expenses General and administrative 17 (5,934) (4,426) Business development 17 (1,738) (1,192) Impairment of asset 7 (38,900) Operating income (loss) (28,326) 13,099 Interest income 1,172 1,492 Finance costs (5,747) (6,634) Foreign exchange gain (loss) (1,121) 187 Share of loss of associates (1,762) (1,397) Other losses, net 12 (35) (2,581) Earnings (loss) before income taxes (35,819) 4,166 Income tax recovery (expense) 9,270 (1,856) Net earnings (loss) (26,549) 2,310

Net earnings (loss) per share 13 Basic (0.17) 0.01 Diluted (0.17) 0.01

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Osisko Gold Royalties Ltd Consolidated Statements of Comprehensive Income (Loss) For the three months ended March 31, 2019 and 2018 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars)

2019 2018 $ $ (Note 3)

Net earnings (loss) (26,549) 2,310

Other comprehensive income (loss) Items that will not be reclassified to the consolidated statement of income (loss) Change in fair value of financial assets at fair value through comprehensive income 5,247 (13,975) Income tax effect (662) 1,941 Share of other comprehensive loss of associates (352) (498) Items that may be reclassified to the consolidated statement of income (loss) Currency translation adjustments (12,571) 20,096

Other comprehensive income (loss) (8,338) 7,564

Comprehensive income (loss) (34,887) 9,874

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Osisko Gold Royalties Ltd Consolidated Statements of Cash Flows For the three months ended March 31, 2019 and 2018 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars)

Notes 2019 2018 $ $ (Note 3)

Operating activities Net earnings (loss) (26,549) 2,310 Adjustments for: Share-based compensation 2,701 673 Depletion and amortization 12,660 13,272 Impairment of asset 38,900 Finance costs 1,683 1,618 Share of loss of associates 1,762 1,397 Net loss (gain) on acquisition of investments 175 (1,908) Change in fair value of financial assets at fair value through profit or loss 529 4,489 Net gain on disposal of investments (669) Deferred income tax expense (recovery) (9,482) 1,667 Foreign exchange loss 1,159 898 Settlement of deferred share units (295) Other 47 46 Net cash flows provided by operating activities before changes in non-cash working capital items 22,621 24,462 Changes in non-cash working capital items 14 2,129 (1,159) Net cash flows provided by operating activities 24,750 23,303

Investing activities Short-term investments (13,119) (500) Acquisition of investments (5,759) (13,629) Proceeds on disposal of investments 422 25,578 Acquisition of royalty and stream interests (27,969) (9,970) Exploration and evaluation tax credits, net 186 1,094 Other assets (155) (18) Net cash flows provided by (used in) investing activities (46,394) 2,555

Financing activities Exercise of share options and shares issued under the employee share purchase plan 5,683 114 Issue expenses (186) Financing fees (379) Repayment of long-term debt (30,000) Principal elements of lease payments (174) Normal course issuer bid purchase of common shares (11,901) (20,333)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Dividends paid (6,298) (7,547) Net cash flows used in financing activities (42,690) (28,331)

Effects of exchange rate changes on cash and cash equivalents (1,434) 1,385 Decrease in cash and cash equivalents (65,768) (1,088) Cash and cash equivalents beginning of period 174,265 333,705 Cash and cash equivalents end of period 108,497 332,617

Additional information related to the consolidated statements of cash flows is presented in Notes 6, 14 and 17.

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

Osisko Gold Royalties Ltd Consolidated Statements of Changes in Equity For the three months ended March 31, 2019 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars)

Number of Equity Accumulated common component of other shares Share Contributed convertible comprehensive Retained Notes outstanding capital Warrants surplus debentures loss(i) earnings Total $ $ $ $ $ $ $ Balance - January 1, 2019 155,443,351 1,609,162 30,901 21,230 17,601 23,499 69,202 1,771,595

Adoption of IFRS 16 3 (383) (383) Net loss (26,549) (26,549) Other comprehensive loss (8,338) (8,338) Comprehensive loss (8,338) (26,549) (34,887)

Dividends declared 10 (7,757) (7,757) Shares issued Dividends reinvestment plan 10 126,933 1,481 1,481 Shares issued Employee share purchase plan 10,777 126 126 Share options: Shared-based compensation 726 726 Fair value of options exercised 1,194 (1,194) Proceeds from exercise of options 302,332 4,349 4,349 Replacement share options: Fair value of options exercised 694 (694)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Proceeds from exercise of options 110,851 1,255 1,255 Restricted share units to be settled in common shares: Share-based compensation 737 737 Income tax impact 353 353 Normal course issuer bid purchase of common shares 10 (852,500) (8,826) (1,373) (10,199) Warrants expired 10 (12,829) 12,829 Transfer of realized gain on financial assets at fair value through other comprehensive income 5,929 (5,929) Balance March 31, 2019 155,141,744 1,609,435 18,072 33,987 17,601 21,090 27,211 1,727,396

(i) As at March 31, 2019, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statement of income (loss) amounting to ($27.5 million) and items that may be recycled to the consolidated statement of income (loss) amounting to $48.6 million.

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

Osisko Gold Royalties Ltd Consolidated Statements of Changes in Equity For the three months ended March 31, 2018 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars)

Number of Equity Accumulated common component of other shares Share Contributed convertible comprehensive Retained Notes outstanding capital Warrants surplus debentures loss(i) earnings Total $ $ $ $ $ $ $ Balance - January 1, 2018 157,797,193 1,633,013 30,901 13,265 17,601 (2,878) 202,503 1,894,405

Net earnings 2,310 2,310 Other comprehensive income 7,564 7,564 Comprehensive income 7,564 2,310 9,874

Dividends declared 10 (7,811) (7,811) Shares issued Dividends reinvestment plan 10 24,513 343 343 Shares issued Employee share purchase plan 8,389 122 122 Share options:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Shared-based compensation 777 777 Fair value of options exercised Proceeds from exercise of options Replacement share options: Fair value of options exercised 13 (13) Proceeds from exercise of options 2,710 38 38 Restricted share units to be settled in common shares 990 990 Normal course issuer bid purchase of common shares 10 (1,607,099) (11,662) (8,671) (20,333) Transfer of realized gain on financial assets at fair value through other comprehensive income (13,711) 13,711 Balance March 31, 2018 156,225,706 1,621,867 30,901 15,019 17,601 (9,025) 202,042 1,878,405

(i) As at March 31, 2018, accumulated other comprehensive loss comprises items that will not be recycled to the consolidated statement of income (loss) amounting to ($30.0 million) and items that may be recycled to the consolidated statement of income (loss) amounting to $20.9 million.

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

Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2019 and 2018 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

1. Nature of activities

Osisko Gold Royalties Ltd and its subsidiaries (together Osisko or the Company) are engaged in the business of acquiring and managing precious metal and other high-quality royalties, streams and similar interests in Canada and worldwide. Osisko is a public company traded on the Toronto Stock Exchange and the New York Stock Exchange constituted under the Business Corporations Act (Québec) and is domiciled in the Province of Québec, Canada. The address of its registered office is 1100, avenue des Canadiens-de-Montréal, Suite 300, Montréal, Québec.

The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects mainly in Canada. The cornerstone assets include a 5% net

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document smelter return (NSR) royalty on the Canadian Malartic mine, a sliding scale 2.0% to 3.5% NSR royalty on the Éléonore mine and a 9.6% diamond stream on the Renard diamond mine, all located in Canada, in addition to a 100% silver stream on the Mantos Blancos copper mine in Chile. In addition, the Company invests in equities of exploration and development companies.

2. Basis of presentation

These unaudited condensed interim consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) applicable to the preparation of interim financial statements, including International Accounting Standard (IAS) 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Companys annual consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in these unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year, except for the adoption of a new accounting standard (Note 3).

The Board of Directors approved the interim condensed consolidated financial statements on May 1, 2019.

3. New accounting standard

IFRS 16, Leases

In January 2016, the IASB issued IFRS 16, Leases (IFRS 16). IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, which is the customer (lessee) and the supplier (lessor). IFRS 16 replaces IAS 17, Leases (IAS 17), and related interpretations. All leases result in the lessee obtaining the right to use an asset at the start of the lease and incurring a financing obligation corresponding to the lease payments to be made over time. Accordingly, for lessees, IFRS 16 eliminates the classification of leases as either operating leases or finance leases as was required by IAS 17 and, instead, introduces a single lessee accounting model.

Applying that model, a lessee is required to recognize:

i) assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value; and ii) amortization of lease assets separately from interest on lease liabilities in the statement of income (loss).

Management has reviewed all of the Companys leasing arrangements in light of the requirements of IFRS 16. The standard affects primarily the accounting for the Companys operating leases. As at December 31, 2018, the Company had non- cancellable operating lease commitments of $13.0 million. Of these commitments, approximately $0.6 million were related to short-term leases which are not recognized as a right-of-use asset and continue to be recognized on a straight-line basis as general and administrative expense in the consolidated statement of income (loss).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Osisko Gold Royalties Ltd Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2019 and 2018 (Unaudited) (tabular amounts expressed in thousands of Canadian dollars, except per share amounts)

3. New accounting standards (continued)

IFRS 16, Leases (continued)

The new standard is effective for the Companys annual periods beginning on January 1, 2019. The Company applied the simplified transition approach and, consequently, did not restate comparative figures for 2018. Right-of-use assets for property leases were measured on transition as if the new standard had been applied since the respective leases commencement date but using the Companys incremental borrowing rate of 4.79% as at January 1, 2019.

The Company recognized right-of-use assets of $9.4 million on January 1, 2019 (presented under other assets on the consolidated balance sheet), lease liabilities of $10.0 million and deferred tax assets of $0.1 million. Overall, net assets were approximately $0.4 million lower, and net current assets were $0.7 million lower due to the presentation of a portion of the lease liability as a current liability. The adoption of IFRS 16 will also have the effect of reducing net income after tax by approximately $0.2 million for 2019 based on the leases in place on January 1, 2019. For the same period, operating cash flows will increase and financing cash flows decrease by approximately $0.7 million as repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities.

The Companys activities as a lessor are not material.

Accounting policy - Leases

The Company is committed to long-term lease agreements, mainly for office space. Prior to January 1, 2019, payments made under operating lease agreements were recognized in profit or loss on a straight-line basis over the period of the lease.

From January 1, 2019, leases are recognized as a right-of-use asset (presented under non-current other assets on the consolidated balance sheet) and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the assets useful life and the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessees incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.

Payments associated with short-term leases (12 months or less) and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss.

4. Cash

As at March 31, 2019 and December 31, 2018, cash held in U.S. dollars amounted respectively to $61.3 million (US$45.9 million) and $71.9 million (US$52.7 million).

5. Investments in associates

Three months ended Year ended March 31, December 31, 2019 2018 $ $ Balance Beginning of period 304,911 257,433 Acquisitions 250 87,134 Interests receivable paid in shares (Note 17) 1,820 Exercise of warrants 2,209 Transfer from other investments 7,048 Share of loss, net (1,762) (9,013) Share of other comprehensive income (loss), net (352) 433 Net gain on ownership dilution 1,545 Gain on deemed disposal 669 6,956 Transfer to other investments (4,338) (46,625) Balance End of period 303,407 304,911

6. Other investments

Three months ended Year ended March 31, December 31, 2019 2018 $ $ Fair value through profit or loss (warrants) Balance Beginning of period 3,348 8,092 Acquisitions 3,093 Exercise (1,055) Change in fair value (529) (7,837) Balance End of period 1,764 3,348

Fair value through other comprehensive income (shares) Balance Beginning of period 104,055 106,841 Acquisitions 9,861 14,453 Transfer from associates 4,338 46,625 Change in fair value 5,247 (29,773) Transfer to associates (7,048) Disposals (6,101) (27,043) Balance End of period 117,400 104,055

Amortized cost Balance Beginning of period 2,200 200

6. Other investments (continued)

During the three months ended March 31, 2019, an investment in a company classified as an investment at fair value through other comprehensive income was acquired by way of a share exchange. This non-cash transaction resulted in the disposal of the investment in the acquiree and the acquisition of an investment in the acquirer for an amount of $5.7 million.

Other investments comprise common shares, warrants and notes receivable, mostly from Canadian publicly traded companies, in addition to common shares held in a private company.

7. Royalty, stream and other interests

Three months ended March 31, 2019 Royalty Stream Offtake interests interests interests Total $ $ $ $ Balance Beginning of period 707,723 606,410 100,535 1,414,668 Acquisitions 25,257 15,000 40,257 Transfer (10,000) 10,000 Depletion (5,866) (5,828) (682) (12,376) Impairment (38,900) (38,900) Translation adjustments (2,051) (8,239) (2,060) (12,350) Balance End of period 715,063 578,443 97,793 1,391,299

Producing Cost 510,021 483,899 66,773 1,060,693 Accumulated depletion and impairment (302,942) (77,883) (11,225) (392,050) Net book value End of period 207,079 406,016 55,548 668,643

Development Cost 284,932 172,427 32,801 490,160 Accumulated depletion Net book value End of period 284,932 172,427 32,801 490,160

Exploration and evaluation Cost 223,052 9,444 232,496

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Accumulated depletion Net book value End of period 223,052 9,444 232,496 Total net book value End of period 715,063 578,443 97,793 1,391,299

7. Royalty, stream and other interests (continued)

Main acquisitions 2019

Home 5 property silver stream (Falco Resources Ltd.)

In 2018, Osisko entered into a binding term sheet to provide Falco Resources Ltd. (Falco), an associate of the Company, with a senior secured silver stream credit facility (Falco Silver Stream) with reference to up to 100% of the future silver produced from the Horne 5 property located in Rouyn-Noranda, Québec. As part of the Falco Silver Stream, Osisko will make staged upfront cash deposits to Falco of up to $180.0 million and will make ongoing payments equal to 20% of the spot price of silver, to a maximum of US$6 per ounce. The Falco Silver Stream is secured by a first priority lien on the project and all assets of Falco.

The Falco Silver Stream was closed in February 2019, which triggered the payment of the first installment of $25.0 million to Falco. Two previously outstanding notes receivable amounting to $20.0 million were applied against the first installment ($10.0 million was included under Short-term investment on the consolidated balance sheet and $10.0 million was under Royalty, stream and other interests as the note was convertible into a 1% NSR royalty at the sole discretion of Osisko) and the remaining balance of $5.0 million was paid to Falco.

Dublin Gulch property NSR royalty (Victoria Gold Corp.)

In 2018, Osisko acquired from Victoria Gold Corp. (Victoria), an associate of the Company, a 5% NSR royalty for $98.0 million on the Dublin Gulch property which hosts the Eagle Gold project located in Yukon, Canada. During the year ended December 31, 2018, payments totaling $78.4 million were made under the royalty agreement. The remaining balance of $19.6 million was paid during the three months ended March 31, 2019.

Impairment 2019

Renard mine diamond stream (Stornoway Diamond Corporation)

On March 28, 2019, the operator of the Renard diamond mine in Québec, Canada, announced a significant impairment charge of $83.2 million on its Renard diamond mine reflecting an outlook of lower than expected diamond pricing. This was considered an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at March 31, 2019. The Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream for the three months ended March 31, 2019.

On March 31, 2019, the Renard diamond stream was written down to its estimated recoverable amount of $122.4 million, which was determined by the fair value less cost of disposal using a discounted cash-flows approach. The fair value of the Renard diamond stream is classified as level 3 of the fair value hierarchy because the main valuation inputs used are significant unobservable inputs. The main valuation inputs used were the cash flows expected to be generated by the sale of diamonds from the Renard diamond stream over the estimated life of the Renard diamond mine, based on expected long-term diamond prices per carat and a post-tax real discount rate of 4.7%.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document A sensitivity analysis was performed by management for the long-term diamond price and the post-tax real discount rate (in isolation). If the long-term diamond price per carat applied to the cash flow projections had been 10% lower than managements estimates, the Company would have recognized an additional impairment charge of $6.1 million ($4.5 million, net of income taxes). If the post-tax real discount rate applied to the cash flow projections had been 100 basis points higher than managements estimates, the Company would have recognized an additional impairment charge of $6.0 million ($4.4 million, net of income taxes).

7. Royalty, stream and other interests (continued)

Year ended December 31, 2018 Royalty Stream Offtake interests interests interests Total $ $ $ $ Balance Beginning of period 770,530 700,078 105,164 1,575,772 Acquisitions 109,670 31,431 141,101 Conversion 4,278 (4,278) Disposal (150,289) (150,289) Depletion (26,972) (21,217) (4,423) (52,612) Impairment (153,639) (4,561) (158,200) Translation adjustments 8,134 42,129 8,633 58,896 Balance End of period 707,723 606,410 100,535 1,414,668

Producing Cost 510,738 489,407 68,072 1,068,217 Accumulated depletion and impairment (297,137) (33,502) (10,665) (341,304) Net book value End of period 213,601 455,905 57,407 726,913

Development Cost 270,066 150,505 33,486 454,057 Accumulated depletion Net book value End of period 270,066 150,505 33,486 454,057

Exploration and evaluation Cost 224,056 9,642 233,698 Accumulated depletion Net book value End of period 224,056 9,642 233,698 Total net book value End of period 707,723 606,410 100,535 1,414,668

8. Provisions

Three months ended Year ended March 31, 2019 December 31, 2018 Restricted Deferred Restricted Deferred share units share units Total share units share units Total

$ $ $ $ $ $ Balance Beginning of period 32 3,462 3,494 4,343 3,325 7,668 New liabilities 4 331 335 1,906 1,323 3,229 Settlement of liabilities (295) (295) (2,618) (499) (3,117) Transfer RSU to be settled in equity (2,426) (2,426) Revision of estimates 8 897 905 (1,173) (687) (1,860) Balance End of period 44 4,395 4,439 32 3,462 3,494 Current portion 44 4,395 4,439 32 3,462 3,494 Non-current portion 44 4,395 4,439 32 3,462 3,494

Additional information on the Deferred Share Units (DSU) and Restricted Share Units (RSU) are presented in Note 11.

9. Long-term debt

The movements in the long-term debt are as follows:

Three months ended Year ended March 31, December 31, 2019 2018 $ $ Balance Beginning of period 352,769 464,308 Repayment of debt revolving credit facility (30,000) (123,475) Amortization of transaction costs 523 2,036 Accretion expense 1,063 4,456 Foreign exchange revaluation impact 5,444 Balance End of period 324,355 352,769

9. Long-term debt (continued)

The summary of the long-term debt is as follows:

March 31, December 31, 2019 2018 $ $

Convertible debentures(i),(ii) 350,000 350,000 Revolving credit facility(iii) 30,000 Long-term debt 350,000 380,000 Unamortized debt issuance costs (8,344) (8,867) Unamortized accretion on convertible debentures (17,301) (18,364) Long-term debt, net of issuance costs 324,355 352,769 Current portion Non-current portion 324,355 352,769 324,355 352,769

(i) Convertible debenture (2016)

In February 2016, the Company issued a senior non-guaranteed convertible debenture of $50.0 million to Ressources Quebec, a wholly-owned subsidiary of Investissement Quebec. The convertible debenture bears interest at a rate of 4.0% per annum payable on a quarterly basis and has a five-year term maturing on February 12, 2021. Ressources Quebec will be entitled, at its option, to convert the debenture into common shares of the Company at a price of $19.08 at any time during the term of the debenture.

(ii) Convertible debentures (2017)

In November 2017, the Company closed a bought-deal offering of convertible senior unsecured debentures (the Debentures) in an aggregate principal of $300.0 million (the Offering). The Offering was comprised of a public offering, by way of a short form prospectus, of $184.0 million aggregate principal amount of Debentures and a private placement offering of $116.0 million aggregate principal amount of Debentures.

The Debentures bear interest at a rate of 4.0% per annum, payable semi-annually on June 30 and December 31 of each year, commencing on June 30, 2018. The Debentures will be convertible at the holders option into common shares of the Company at a conversion price equal to $22.89 per common share. The Debentures will mature on December 31, 2022 and may be redeemed by Osisko, in certain circumstances, on or after December 31, 2020. The Debentures are listed for trading on the TSX under the symbol OR.DB.

(iii) Revolving credit facility

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The revolving credit facility (the Facility) allows the Company to borrow up to $350.0 million, with an additional uncommitted accordion of up to $100.0 million, for a total availability of up to $450.0 million. The uncommitted accordion is subject to standard due diligence procedures and acceptance of the lenders. The Facility is to be used for general corporate purposes and investments in the mineral industry, including the acquisition of royalty, stream and other interests. The Facility is secured by the Companys assets, present and future (including the royalty, stream and other interests), and has a maturity date of November 14, 2022, which can be extended by one year on each anniversary date, subject to the approval of the lenders.

9. Long-term debt (continued)

(iii) Revolving credit facility (continued)

The Facility is subject to standby fees. Funds drawn bear interest based on the base rate, prime rate or London Inter-Bank Offer Rate (LIBOR) plus an applicable margin depending on the Companys leverage ratio. The Facility includes covenants that require the Company to maintain certain financial ratios, including the Companys leverage ratios and meet certain non- financial requirements. As at March 31, 2019, all such ratios and requirements were met.

10. Share capital and warrants

Normal Course Issuer Bid

In December 2018, Osisko renewed its normal course issuer bid (NCIB) program. Under the terms of the 2018 NCIB program, Osisko may acquire up to 10,459,829 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2018 NCIB program are authorized until December 11, 2019. Daily purchases will be limited to 71,940 common shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the common shares on the TSX for the six-month period ending November 30, 2018, being 287,760 Common Shares.

During the three months ended March 31, 2019, the Company purchased for cancellation a total of 852,500 common shares under the 2018 NCIB program for $10.2 million (average acquisition price per share of $11.96). The Company also paid $1.7 million for shares acquired for cancellation in December 2018.

Dividends

On January 15, 2019, the Company issued 126,933 common shares under the Dividend reinvestment plan (DRIP), at a discount rate of 3%.

On February 20, 2019, the Board of Directors declared a quarterly dividend of $0.05 per common share payable on April 15, 2019 to shareholders of record as of the close of business on March 29, 2019. As at March 29, 2019, the holders of 5,087,058 common shares had elected to participate in the DRIP, representing dividends payable of $0.3 million. Therefore, 17,324 common shares were issued on April 16, 2019 at a discount rate of 3%.

Warrants

The following table summarizes the Companys movements for the warrants outstanding:

Three months ended Year ended March 31, 2019 December 31, 2018 Weighted Weighted average average Number of exercise Number of exercise

Balance Beginning of period 11,195,500 30,901 27.61 11,195,500 30,901 27.61 Expired (i) (5,715,500) (12,829) 19.08 Balance End of period 5,480,000 18,072 36.50 11,195,500 30,901 27.61

(i) 5,715,500 warrants entitling the holder to purchase one common share of Osisko at a price of $19.08 expired unexercised on February 26, 2019. (ii) 5,480,000 warrants entitling the holder to purchase one common share of Osisko at a price of $36.50 until March 5, 2022. 16

11. Share-based compensation

Share options

The following table summarizes information about the movement of the share options outstanding:

Three months ended Year ended March 31, 2019 December 31, 2018 Weighted Weighted Number of average Number of average options exercise price options exercise price $ $ Balance Beginning of period 4,305,980 14.49 3,537,123 14.90 Granted(i) 886,900 12.85 Exercised (302,332) 14.38 Exercised Virginia replacement share options(ii) (110,851) 11.32 (2,710) 13.93 Expired (44,866) 15.15 Forfeited (70,467) 14.43 Balance End of period 3,892,797 14.58 4,305,980 14.49 Options exercisable End of period 2,573,964 14.77 2,720,879 14.72

(i) Options were granted to officers, management, employees and/or consultants. (ii) Share options issued as replacement share options following the acquisition of Virginia Mines Inc. in 2015.

The weighted average share price when share options were exercised during the three months ended March 31, 2019 was $15.50 ($14.71 for the year ended December 31, 2018).

The following table summarizes the Companys share options outstanding as at March 31, 2019:

Options outstanding Options exercisable Weighted average Weighted remaining Weighted Exercise average contractual average price range Number exercise price life (years) Number exercise price $ $ $ 9.79 12.97 909,408 12.71 4.07 74,942 10.92 13.38 14.78 834,624 13.49 2.17 814,291 13.47 14.90 15.80 1,442,265 15.37 0.87 1,442,265 15.37 16.66 17.84 706,500 16.68 3.11 242,466 16.69 3,892,797 14.58 2.30 2,573,964 14.77

11. Share-based compensation (continued)

Share options Fair value

The options, when granted, are accounted for at their fair value determined by the Black-Scholes option pricing model based on the vesting period. No options were granted during the three months ended March 31, 2019.

The fair value of the share options is recognized as compensation expense over the vesting period. For the three months ended March 31, 2019, the total share-based compensation related to share options on the consolidated statement of income (loss) amounted to $0.7 million ($0.8 million for the three months ended March 31, 2018).

Deferred and restricted share units

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

Three months ended Year ended March 31, 2019 December 31, 2018 DSU (i) RSU(ii) RSU (iii) DSU(i) RSU(ii) RSU(iii) (cash) (cash) (equity) (cash) (cash) (equity)

Balance Beginning of period 317,209 3,046 848,759 266,442 600,627 Granted 82,600 23,700 429,262 Reinvested (dividends on common shares) 1,332 13 3,561 4,696 7,064 6,277 Settled (18,556) (36,529) (192,719) Transfer from cash-settled to equity-settled (428,090) 428,090 Forfeited (7,536) (14,870) Balance End of period 299,985 3,059 852,320 317,209 3,046 848,759 Balance Vested 216,311 69,546 233,883 69,257

(i) The DSU granted vest the day prior to the next annual general meeting and are payable in cash to each director when he or she leaves the board or is not re-elected. The value of the payout will be determined by multiplying the number of DSU vested at the payout date by the closing price of the Companys shares on the day prior to the payout date. The value to be recognized at each reporting date is determined based on the closing price of the Companys shares and is recognized over the vesting period.

(ii) The RSU granted prior to 2018 that have not been converted to equity-settled RSU vest and are payable in cash three years after the grant date, one half of which depends on the achievement of certain performance measures. The value of the payout will be determined by multiplying the number of RSU vested at the payout date by the closing price of the Companys shares on the day prior to the payout date. The value to be recognized at each reporting date is determined based on the closing price

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the Companys shares and is based on applicable terms for performance based and fixed components. The fair value is recognized over the vesting period.

(iii) 68,162 RSU were granted to management in 2018 as part of the 2017 short-term incentive plan. These RSU vested on the grant date and will be settled in common shares, cash or a combination of common shares and cash at the sole discretion of the Company on December 31, 2019. On the settlement date, one common share will be issued for each RSU, after deducting any income taxes payable on the benefit earned by the employee that must be remitted by the Company to the tax authorities.

The RSU granted in 2018 (other than the RSU granted for the 2017 short-term incentives) as well as the RSU granted prior to 2018 and converted to equity-settled RSU vest and are payable in common shares, cash or a combination of common shares and cash, at the sole discretion of the Company, three years after the grant date, one half of which depends on the achievement of certain performance measures. The value of the payout is determined by multiplying the number of RSU expected to be vested at the payout date by the closing price of the Companys shares on the day prior to the grant date. The fair value is recognized over the vesting period and is adjusted in function of the applicable terms for the performance based components. On the settlement date, one common share will be issued for each RSU, after deducting any income taxes payable on the benefit earned by the employee that must be remitted by the Company to the tax authorities.

11. Share-based compensation (continued)

Deferred and restricted share units (continued)

The total share-based compensation related to the DSU and RSU plans for the three months ended March 31, 2019 amounted to $2.0 million (recovery of $0.1 million for the three months ended March 31, 2018).

12. Additional information on the consolidated statements of income (loss)

2019 2018 $ $ Revenues Royalty interests 23,445 23,944 Stream interests 10,055 8,641 Offtake interests 67,226 93,029 100,726 125,614

Cost of sales Royalty interests 101 32 Stream interests 3,493 3,031 Offtake interests 66,510 90,604 70,104 93,667

Other losses, net Change in fair value of financial assets at fair value through profit and loss (529) (4,489) Net gain (loss) on acquisition of investments(i) (175) 1,908 Net gain on disposal of investments(ii) 669 (35) (2,581)

(i) Represents changes in the fair value of the underlying investments between the respective subscription dates and the closing dates. (ii) In 2019, the net gain on disposal of investments includes the gain realized on the deemed disposal of an associate (Note 5).

13. Net earnings (loss) per share

Net earnings (loss) (26,549) 2,310

Basic weighted average number of common shares outstanding (in thousands) 155,059 157,665 Dilutive effect of share options 30 Dilutive effect of warrants Dilutive effect of convertible debentures

Diluted weighted average number of common shares 155,059 157,695

Net earnings (loss) per share Basic (0.17) 0.01 Diluted (0.17) 0.01

As a result of the net loss for the three months ended March 31, 2019, all potentially dilutive common shares are deemed to be antidilutive and thus diluted net loss per share is equal to the basic net loss per share. For the three months ended March 31, 2018, 3,488,647 outstanding share options, 11,195,500 outstanding warrants and 15,726,705 common shares underlying the convertible debentures were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.

14. Additional information on the consolidated statements of cash flows

2019 2018 $ $ Interests received measured using the effective rate method 824 1,277 Interests paid on the long-term debt 857 1,880 Income taxes paid 212 189

Changes in non-cash working capital items Decrease (increase) in accounts receivable 3,381 (1,591) Increase in inventories (103) Increase in other current assets (94) (18) Increase (decrease) in accounts payable and accrued liabilities (1,158) 553 2,129 (1,159) Normal course issuer bid purchase of common shares payable Beginning of period 1,702 End of period

15. Fair value of financial instruments

The following table provides information about financial assets and liabilities measured at fair value in the consolidated balance sheets 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).

March 31, 2019 Level 1 Level 2 Level 3 Total $ $ $ $

Recurring measurements Financial assets at fair value through profit or lose(i) Warrants and call options on equity securities Publicly traded mining exploration and development companies Precious metals 1,751 1,751 Other minerals, oil and gas 13 13 Financial assets at fair value through other comprehensive income(i) Equity securities Private mining exploration and development companies precious metals 57,110 57,110 Publicly traded mining exploration and development companies Precious metals 47,638 47,638 Other minerals, oil and gas 12,652 12,652 60,290 58,874 119,164

December 31, 2018 Level 1 Level 2 Level 3 Total $ $ $ $

Recurring measurements Financial assets at fair value through profit or loss(i) Warrants on equity securities Publicly traded mining exploration and development companies Precious metals 3,322 3,322

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Other minerals, oil and gas 26 26 Financial assets at fair value through other comprehensive income (loss)(i) Equity securities Private mining exploration and development companies precious metals 56,252 56,252 Publicly traded mining exploration and development companies Precious metals 35,544 35,544 Other minerals, oil and gas 12,259 12,259 47,803 59,600 107,403

(i) On the basis of its analysis of the nature, characteristics and risks of equity securities, the Company has determined that presenting them by industry and type of investment is appropriate.

15. Fair value of financial instruments (continued)

During the three months ended March 31, 2019 and 2018, there were no transfers among Level 1, Level 2 and Level 3.

The following table presents the changes in the Level 3 investments (warrants and investments in private companies) for the three months ended March 31, 2019 and 2018:

2019 2018 $ $ Balance Beginning of period 59,600 8,092 Acquisitions 858 1,375 Warrants exercised (1,055) Change in fair value - warrants exercised(i) (250) Change in fair value - investments expired(i) (148) (495) Change in fair value - investments held at the end of the period(i) (131) (3,994) Balance End of period 58,874 4,978

(i) Recognized in the consolidated statements of income (loss) under other losses, net (warrants) and in the consolidated statements of other comprehensive loss under changes in fair value of financial assets at fair value through comprehensive income (loss) (investments in private companies).

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 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 increase/decrease in the fair value of the warrants of $0.4 million as at March 31, 2019 ($0.5 million as at March 31, 2018).

The fair value of the equity securities of private mining exploration and development companies is determined using different models including discounted cash flows. The main non-observable inputs used in the models are the expected price of metals and the discount rate. An increase/decrease in the long-term gold price of 10% would lead to an increase/decrease in the fair value of the investments in private companies of $6.7 million for the three months ended March 31, 2019 and an increase/decrease of 100 basis points in the discount rate would lead to an increase/decrease in the fair value of the investment of $6.7 million. There were no significant investments in private companies as at March 31, 2018.

Foreign exchange contracts

During the three months ended March 31, 2019, the Company entered into foreign exchange contracts (collar options) to sell US dollars and buy Canadian dollars for a total nominal amount of US$9.0 million. The contracts cover the period from April 2019 to December 2019 for the sale of US$1.0 million to US$2.0 million per month. The contracts were put in place to protect revenues in Canadian dollars from the sale of gold ounces received from royalty interests which are denominated in US dollars. The fair value

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of the contracts is booked at each reporting period on the consolidated balance sheets. As at March 31, 2019, the fair value (mark- to-market) of these contracts was immaterial. The Company does not apply hedge accounting for these contracts.

Financial instruments not measured at fair value on the balance sheet

Financial instruments that are not measured at fair value on the consolidated balance sheets are represented by cash, short- term investments, trade receivables, amounts receivable from associates and other receivables, notes receivable, accounts payable and accrued liabilities and long-term debt. The fair values of cash, short-term investments, trade receivables, amounts receivable from associates and other receivables and accounts payable and accrued liabilities approximate their carrying values due to their short- term nature. The fair value of the non-current notes receivable approximate their carrying value as there were no significant changes in economic and risks parameters since the issuance/acquisition or assumptions of those financial instruments.

15. Fair value of financial instruments (continued)

Financial instruments not measured at fair value on the balance sheet (continued)

The following table presents the carrying amount and the fair value of the long-term debt, categorized as Levels 1 and 2, as at March 31, 2019:

March 31, 2019 Carrying Fair amount value $ $ Long-term debt 324,355 357,738

16. Segment disclosure

The chief operating decision-maker organizes and manages the business under a single operating segment, consisting of acquiring and managing precious metal and other high-quality royalties, streams and similar interests. All of the Companys assets and revenues are attributable to this single operating segment.

Geographic revenues

Geographic revenues from the sale of metals and diamonds received or acquired from in-kind royalties, streams and other interests are determined by the location of the mining operations giving rise to the royalty, stream or other interest. For the three months ended March 31, 2019 and 2018, royalty, stream and other interest revenues were mainly earned from the following jurisdictions:

North South America(i) America Australia Africa Europe Total $ $ $ $ $ $ 2019 Royalties 22,661 69 11 704 23,445 Streams 5,450 2,274 474 1,857 10,055 Offtakes 67,226 67,226 95,337 2,343 485 704 1,857 100,726 2018 Royalties 22,633 91 1,220 23,944 Streams 3,992 2,672 1,977 8,641 Offtakes 72,792 943 19,294 93,029 99,417 3,706 19,294 1,220 1,977 125,614

(i) 92% of revenues from North America were generated from Canada and the United States for the three months ended March 31, 2019 (92% for the three months ended March 31, 2018).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For the three months ended March 31, 2019, one royalty interest generated revenues of $14.4 million ($15.0 million for the three months ended March 31, 2018), which represented 43% of revenues (46% of revenues for the three months ended March 31, 2018) (excluding revenues generated from the offtake interests).

For the three months ended March 31, 2019, revenues generated from precious metals and diamonds represented 95% and 5% of revenues, respectively (84% and 14% excluding offtakes, respectively). For the three months ended March 31, 2018, revenues generated from precious metals and diamonds represented 96% and 3% of revenues, respectively (85% and 11% excluding offtakes, respectively).

16. Segment disclosure (continued)

Royalty, stream and other interests, net

The following table summarizes the royalty, stream and other interests by country, as at March 31, 2019 and December 31, 2018, which is based on the location of the property related to the royalty, stream or other interests:

North South America(i) America Australia Africa Asia Europe Total $ $ $ $ $ $ $ March 31, 2019 Royalties 651,110 26,984 9,994 11,760 15,215 715,063 Streams 251,114 176,355 3,158 83,794 64,022 578,443 Offtakes 56,270 8,722 32,801 97,793

958,494 203,339 21,874 11,760 116,595 79,237 1,391,299

December 31, 2018 Royalties 643,193 27,133 10,002 12,180 15,215 707,723 Streams 269,257 181,681 3,524 85,544 66,404 606,410 Offtakes 58,145 8,904 33,486 100,535

970,595 208,814 22,430 12,180 119,030 81,619 1,414,668

(i) 98% of net interests from North America are located in Canada and the United States as at March 31, 2019 (97% as at December 31, 2018).

17. Related party transactions

During the three months ended March 31, 2019 and 2018, the following amounts were invoiced by Osisko to associates for recoveries of costs related to professional services and rental of offices and are reflected as a reduction of general and administrative expenses and business development expenses in the consolidated statements of income (loss):

2019 2018 $ $ Amounts invoiced to associates as a reduction of: General and administrative expenses 197 433 Business development expenses 535 847

Total amounts invoiced to associates 732 1,280

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document An amount of $0.6 million (including sales taxes) is receivable from associates and included in amounts receivable as at March 31, 2019 ($3.2 million as at December 31, 2018).

During the three months ended March 31, 2019 and 2018, interest revenues of $0.2 million were accounted for with regards to notes receivable from associates. As at March 31, 2019, interests receivable from associates of $0.1 million are included in amounts receivable ($1.7 million as at December 31, 2018). During the three months ended March 31, 2019, interests receivable of $1.8 million from two notes issued to Falco were converted into common shares of Falco.

17. Related party transactions (continued)

During the three months ended March 31, 2019, two notes receivable from Falco amounting to $20.0 million were applied against the first installment of a secured silver stream credit facility (Note 7). An additional secured senior note of $10.0 million was issued to Falco. The loan bears interest at a rate of 7%, compounded quarterly and the principal amount and accrued interests shall be payable on December 31, 2019.

Additional transactions with related parties are described under Note 7.

18. Subsequent event

Dividends

On May 1, 2019, the Board of Directors declared a quarterly dividend of $0.05 per common share payable on July 15, 2019 to shareholders of record as of the close of business on June 28, 2019.

Managements Discussion and Analysis For the three months ended March 31, 2019

The following management discussion and analysis (MD&A) of the consolidated operations and financial position of Osisko Gold Royalties Ltd (Osisko or the Company) and its subsidiaries for the three months ended March 31, 2019 should be read in conjunction with the Companys unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2019. The unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Management is responsible for the preparation of the consolidated financial statements and other financial information relating to the Company included in this report. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting. In furtherance of the foregoing, the Board of Directors has appointed an Audit Committee composed of independent directors. The Audit Committee meets with management and the auditors in order to discuss results of operations and the financial condition of the Company prior to making recommendations and submitting the consolidated financial statements to the Board of Directors for its consideration and approval for issuance to shareholders. The information included in this MD&A is as of May 1, 2019, the date when the Board of Directors has approved the Companys unaudited condensed interim consolidated financial statements for the three months ended March 31, 2019 following the recommendation of the Audit Committee. All monetary amounts included in this report are expressed in Canadian dollars, the Companys reporting and functional currency, unless otherwise noted. 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 consolidated 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 Forward-Looking Statements section.

Table of Contents

Description of the Business 2 Business Model and Strategy 2 Highlights First Quarter of 2019 2 Highlight Subsequent to March 31, 2019 2 Portfolio of Royalty, Stream and Other Interests 3 Impairment of asset 13 Equity Investments 14 Sustainability Activities 17 Exploration and Evaluation Activities 17 Quarterly Dividends 18 Normal Course Issuer Bid 18 Gold Market and Currency 19 Selected Financial Information 20 Overview of Financial Results 21 Liquidity and Capital Resources 24

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Cash Flows 24 Quarterly Information 26 Outlook 27 Related Party Transactions 27 Contractual Obligations and Commitments 28 Off-balance Sheet Items 29 Outstanding Share Data 30 Subsequent Event to March 31, 2019 30 Risks and Uncertainties 30 Disclosure Controls and Procedures and Internal Control over Financial Reporting 30 Basis of Presentation of Consolidated Financial Statements 31 Critical Accounting Estimates and Judgements 32 Financial Instruments 32 Non-IFRS Financial Performance Measures 33 Forward-looking Statements 34 Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates 35 Corporate Information 36

Osisko Gold Royalties Ltd is incorporated under the Business Corporations Act (Québec) and is focused on acquiring and managing precious metal and other high-quality royalties, streams and similar interests in Canada and worldwide. The Company owns a portfolio of royalties, streams, offtakes, options on royalty/stream financings and exclusive rights to participate in future royalty/stream financings on various projects, mainly in Canada. The Company owns a North American focused portfolio of over 135 royalty, stream and offtake interests, including the following cornerstone assets: a 5% net smelter return (NSR) royalty on the Canadian Malartic mine, a sliding scale 2.0% - 3.5% NSR royalty on the Éléonore mine and a 9.6% diamond stream on the Renard diamond mine, all located in Canada, as well as a 100% silver stream on the Mantos Blancos copper mine in Chile. Furthermore, the Company invests in equities of exploration and development companies.

Business Model and Strategy

Osisko is a growth-oriented and Canadian-focused precious metal royalty and streaming company that is focused on maximizing returns for its shareholders by growing its asset base, both organically and through accretive acquisitions of precious metal and other high- quality royalties, streams and similar interests, and by returning capital to its shareholders through a quarterly dividend payment and share repurchases. Osisko has a unique growth strategy that consists not only of acquiring and structuring both producing and late-stage development royalty and stream products, but also of investing in longer term assets where the Company feels it is uniquely positioned to create value and realize returns through the development of these assets. The Company has a successful track-record of strong technical capabilities, which it puts to work creating its own pipeline of organic growth opportunities that provide exposure to the upside of commodity prices and to the optionality of mineral reserve and resource growth.

Osiskos main focus is on high quality, long-life precious metals assets located in favourable jurisdictions and operated by established mining companies, as these assets provide the best risk/return profile. The Company also evaluates and invests in opportunities in other commodities and jurisdictions. Given that a core aspect of the Companys business is the ability to compete for investment opportunities, Osisko plans to maintain a strong balance sheet and ability to deploy capital.

Highlights First Quarter of 2019

· Gold equivalent ounces (GEOs1) earned of 19,753 (compared to 20,036 GEOs in Q1 20182); · Revenues from royalties and streams of $33.5 million (compared to $32.6 million in Q1 2018); · Cash flows provided by operating activities of $24.8 million (compared to $23.3 million in Q1 2018); · Net loss of $26.5 million, $0.17 per basic share (compared to net earnings of $2.3 million, $0.01 per basic share in Q1 2018), reflecting an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream; · Adjusted earnings3 of $5.8 million, $0.04 per basic share (compared to $8.9 million, $0.06 per basic share in Q1 2018); · Closed the previously announced senior secured silver stream facility with reference to up to 100% of the future silver produced from the Horne 5 property owned by Falco Resources Ltd.; · Repaid in full the revolving credit facility in January 2019 (payment of $30.0 million); · Acquired for cancellation 852,500 common shares for $10.2 million (average acquisition cost of $11.96 per share); and · Declared a quarterly dividend of $0.05 per common share paid on April 15, 2019 to shareholders of record as of the close of business on March 29, 2019.

Highlight Subsequent to March 31, 2019

· Declared a quarterly dividend of $0.05 per common share payable on July 15, 2019 to shareholders of record as of the close of business on June 28, 2019.

(1) GEOs are calculated on a quarterly basis and include royalties, streams and offtakes. Silver earned from royalty and stream agreements was converted to gold equivalent ounces by multiplying the silver ounces by the average silver price for the period and dividing by the average gold price for the period. Diamonds, other metals and cash royalties were converted into gold equivalent ounces by dividing the associated revenue by the average gold price for the period. Offtake agreements were converted using the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document financial settlement equivalent divided by the average gold price for the period. Refer to the Portfolio of Royalty, Stream and Other Interests section for average metal prices used. (2) Three months ended March 31, 2018 or first quarter of 2018 (Q1 2018). (3) Adjusted earnings and Adjusted earnings per basic share are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Managements Discussion and Analysis.

The following table details the GEOs earned from Osiskos producing royalty, stream and other interests:

Three months ended March 31, 2019 2018 Gold Canadian Malartic royalty 8,155 8,077 Éléonore royalty 2,151 1,768 Seabee royalty 877 1,126 Pan royalty 484 295 Island Gold royalty 470 327 Brucejack offtake 310 515 Matilda stream/offtake 274 244 Vezza royalty 229 373 Lamaque royalty 219 Bald Mountain royalty 205 391 Other 137 782 13,511 13,898 Silver Mantos stream 1,333 1,592 Sasa stream 1,076 1,176 Gibraltar stream 533 322 Canadian Malartic royalty 122 125 Other 83 91 3,147 3,306 Diamonds Renard stream 2,610 2,052 Other 43 54 2,653 2,106 Other metals Kwale royalty 435 726 Other 7 442 726 Total GEOs 19,753 20,036

The following table details the gold and silver ounces and the diamond carats attributable to Osisko for its main producing royalty, stream and other interests:

Three months ended March 31, 2019 2018

Royalties and streams Gold (in ounces) Canadian Malartic royalty 8,155 8,077 Éléonore royalty 2,151 1,768 Seabee royalty (1) 877 1,126 Island Gold royalty 470 327 Matilda stream (2) 274 Vezza royalty 229 373

Royalties and streams Silver (in ounces) Mantos stream 111,653 126,161 Sasa stream 90,105 93,221 Gibraltar stream 44,649 25,494 Canadian Malartic royalty 10,251 9,872

Streams Diamonds (in carats) Renard stream (3) 41,233 26,066

(1) The Seabee royalty was paid in cash up to the first quarter of 2018. (2) The Matilda offtake was converted in a stream effective April 1, 2018. (3) Including the incidental carats sold outside of the run of mine sales.

Average Metal Prices and Exchange Rate

Three months ended March 31, 2019 2018

Gold(1) $ 1,304 $ 1,329

Exchange rate (US$/Can$)(3) 1.3295 1.2647

(1) The London Bullion Market Associations pm price in U.S. dollars. (2) The London Bullion Market Associations price in U.S. dollars. (3) Bank of Canada daily rate.

Osisko owns a portfolio of 136 royalties, streams and offtakes assets, as well as 38 royalty options. The portfolio consists of 122 royalties, 9 streams and 5 offtakes. Currently, the Company has 18 producing assets.

Portfolio by asset stage

Total number Asset stage Royalties Streams Offtakes of assets Producing 11 5 2 18 Development (construction) 7 4 2 13 Exploration and evaluation 104 1 105 122 9 5 136

Producing assets

Asset Operator Interest Commodity Jurisdiction North America Canadian Malartic Agnico Eagle Mines Limited 5% NSR royalty Au Canada Yamana Gold Inc. Éléonore Newmont Goldcorp 2.0-3.5% NSR royalty Au Canada Corporation Renard Stornoway Diamond 9.6% stream Diamonds Canada Corporation Gibraltar Taseko Mines Limited 75% stream Ag Canada Seabee SSR Mining Inc. 3% NSR royalty Au Canada Island Gold Alamos Gold Inc. 1.38-2.55% NSR royalty(1) Au Canada Brucejack Pretium Resources Inc. 50% offtake Au Canada Vezza Ressources Nottaway Inc. 5% NSR royalty & 40% NPI Au Canada Bald Mtn. Alligator Ridge / Duke & Trapper Kinross Gold Corporation 1% / 4% NSR royalty Au USA Pan Fiore Gold Ltd. 4% NSR royalty Au USA Parral GoGold Resources Inc. 100% offtake Au, Ag Mexico Lamaque South Eldorado Gold Corp. 1.7% NSR royalty(1) Au Canada Holloway Kirkland Lake Gold $8.50/ounce Au Canada

Outside of North America Mantos Blancos Mantos Copper S.A. 100% stream Ag Chile Sasa Central Asia Metals plc 100% stream Ag Macedonia Kwale Base Resources Limited 1.5% GRR(2) Rutile, Ilmenite, Kenya Zircon Brauna Lipari Mineração Ltda 1% GRR(2) Diamonds Brazil Matilda(3) Blackham Resources Limited 1.65% stream Au Australia

Asset Operator Interest Commodities Jurisdiction Amulsar Lydian International Ltd. 4.22% Au / 62.5% Ag stream Au, Ag Armenia Amulsar Lydian International Ltd. 81.9% offtake Au Armenia Eagle Victoria Gold Corp. 5% NSR royalty Au Canada Back Forty Aquila Resources Inc. 18.5% Au / 75% Ag streams Au, Ag USA Horne 5(4) Falco Resources Ltd. 90%-100% stream Ag Canada Malartic Odyssey South Agnico Eagle Mines Limited 5% NSR royalty Au Canada Yamana Gold Inc. Malartic Odyssey North Agnico Eagle Mines Limited 3% NSR royalty Au Canada Yamana Gold Inc. Cariboo Barkerville Gold Mines Ltd. 4% NSR royalty(5), (6) Au Canada Windfall Lake Osisko Mining Inc. 1.5% NSR royalty Au Canada Hermosa South 32 Limited 1% NSR royalty Zn, Pb, Ag USA Spring Valley Waterton Global Resource 0.5% NSR royalty Au USA Management Upper Beaver Agnico Eagle Mines Limited 2% NSR royalty Au, Cu Canada Copperwood Highland Copper Company 3% NSR royalty(7) Ag, Cu USA Inc. Marban Osisko Mining Inc. 0.425% NSR royalty Au Canada Ollachea Kuri Kullu / Minera IRL 1% NSR royalty Au Peru Casino Western Copper & Gold 2.75% NSR royalty Au, Ag, Cu Canada Corporation Altar Sibanye-Stillwater 1% NSR royalty Cu, Au Argentina

(1) After the sale of a 15% interest in the royalties acquired from Teck Resources Limited to Caisse de dépôt et placement du Québec. Eldorado Gold Corporation has an option to buy back 50% of the Lamaque South NSR royalty for $1.7 million within one year of the commencement of commercial production. Commercial production was declared on March 31, 2019 on Lamaque. (2) Gross revenue royalty (GRR). (3) In March 2018, Osisko and Blackham Resources Limited entered into an agreement to restructure the gold offtake (which was applicable on 55% of the gold production from the Matilda mine) into a 1.65% gold stream, effective April 1, 2018. (4) In February 2019, Osisko closed a senior secured silver stream credit facility with Falco with reference to up to 100% of the future silver produced from the Horne 5 property. This transaction is further described in the Portfolio of Investments section of this MD&A. (5) Osisko has the option to acquire an additional 1% NSR royalty on the Cariboo property for additional cash consideration of $13.0 million. (6) Including the Bonanza Ledge mine that has produced gold in 2018. (7) 3.0% NSR royalty on the Copperwood project. Upon closing of the acquisition of the White Pine project, Highland Copper Company will grant Osisko a 1.5% NSR royalty on all metals produced from the White Pine project, and Osiskos royalty on Copperwood will be reduced to 1.5%.

Geographical Distribution of Assets

One of the Companys cornerstone assets is a 5% NSR royalty on the Canadian Malartic property which is located in Malartic, Québec, and operated by the Canadian Malartic General Partnership (the Partnership) formed by Agnico Eagle Mines Limited (Agnico Eagle) and Yamana Gold Inc. (Yamana) (together the Partners). Canadian Malartic is Canadas largest and the worlds 14th largest producing gold mine.

Osisko also holds a 3% NSR royalty on the Odyssey North zone and a 5% NSR royalty on the Odyssey South zone, which are located adjacent to the Canadian Malartic mine on Osiskos royalty ground.

On February 14, 2019, Agnico Eagle reported that the Partnership is evaluating the potential for underground mining of the Odyssey deposit and East Malartic deposit, which lies on the Canadian Malartic mine property, from surface to a depth of 600 metres. These deposits could provide higher grade tonnes that could potentially supplement open pit production at Canadian Malartic. The Partners reported that Odyssey contains inferred mineral resources of 809,000 ounces of gold (11.5 million tonnes grading 2.19 g/t Au); and East Malartic has indicated mineral resources of 361,000 ounces gold (5.3 million tonnes grading 2.13 g/t Au) and inferred mineral resources of 1.4 million ounces of gold (22.0 million tonnes grading 1.98 g/t Au). Drilling is ongoing to extend and upgrade the mineral resources in these zones. The permit and Certificate of Authorization was received in December 2018, which allows for the development of an underground ramp at Odyssey.

Update on operations

In February 2019, Agnico Eagle released its increased guidance for gold production at the Canadian Malartic mine to 660,000 ounces in 2019, and 690,000 to 710,000 in 2020 and 2021, as higher grades from the Barnat pit are expected to increase production.

On April 25, 2019, Agnico Eagle reported that gold production in the first quarter of 2019 reached 167,340 ounces, slightly increasing when compared to the prior-year period due to slightly higher throughput levels and higher grades, partially offset by slightly lower gold recoveries.

Work on the Barnat extension project is proceeding on budget and on schedule. Work is primarily focused on the Highway 117 road deviation, overburden stripping and rock excavation. The highway deviation work re-started in April 2019 and is expected to be completed in late 2019. Production activities at Barnat are scheduled to begin in late 2019, following completion of the highway deviation.

Agnico Eagle reported that exploration programs are ongoing to evaluate several deposits to the east of the Canadian Malartic open pit, including the Odyssey, East Malartic, Sladen and Sheehan zones. These opportunities have the potential to provide new sources of ore for the Canadian Malartic mill. Additional exploration will be carried out in 2019 to assess the potential of these zones.

For more information, refer to Agnico Eagles press release dated February 14, 2019 entitled Agnico Eagle Reports Fourth Quarter and Full Year 2018 Results - Three-Year Guidance Outlines Growing Production with Stable to Declining Unit Costs; Meliadine Mill Commissioning Underway with Project Ahead of Schedule and Under Budget; Year-Over-Year Increase in Mineral Reserves and Mineral Resources; Quarterly Dividend Increased, and Agnico Eagles press release entitled Agnico Eagle Reports First Quarter 2019 Results; Solid Production and Cost Performance; Nunavut Development Projects Advancing as Planned with Meliadine Expected to Achieve Commercial Production in May; Exploration Drilling Continues to Advance Project Pipeline, both filed on www.sedar.com.

Éléonore Royalty (Newmont Goldcorp Corporation)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Osisko owns a sliding scale 2.0% to 3.5% NSR royalty on the Éléonore gold property located in the Province of Québec and operated by Newmont Goldcorp Corporation (Newmont Goldcorp), following the combination of Newmont Mining Corporation and Goldcorp Inc. (Goldcorp) completed in April 2019. Osisko currently receives an NSR royalty of 2.2% on production at Éléonore.

Update on operations

On April 25, 2019, Newmont Goldcorp reported in its conference call presentation for the first quarter of 2019 earnings that the objectives for the Éléonore mine in the second half of 2019 is to optimize development and mining rates and increase mill throughput and recoveries.

On February 13, 2019, Goldcorp had reported that the mine achieved sustainable mining rates of over 6,100 tonnes per day in November and 6,600 tonnes per day in December of 2018, in line with targeted annual gold production of 400,000 ounces.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document On October 24, 2018, Goldcorp had updated its mineral reserve and resource estimates for the Éléonore mine as at June 30, 2018. Proven and probable gold mineral reserves as of June 30, 2018 totaled 3.3 million ounces (17.8 million tonnes grading 5.69 g/t Au). Measured and indicated gold mineral resources as of June 30, 2018 were estimated at 0.5 million ounces (3.2 million tonnes grading 5.03 g/t Au). Inferred gold mineral resources as of June 30, 2018 were estimated at 0.59 million ounces (3.2 million tonnes grading 5.76 g/t Au). Goldcorp stated that mineral resources were negatively impacted as the geologic modelling methodology that has been applied to the mineral reserves has been applied to mineral resources, in addition to economic stope optimization.

For additional information, please refer to Newmont Goldcorps presentation for the first quarter of 2019 earnings conference call, Goldcorps press release dated October 24, 2018 entitled Goldcorp Reports 2018 Reserve And Resource Estimates And Provides Exploration Update, and Goldcorps press release dated February 13, 2019 entitled Goldcorp Reports Fourth Quarter 2018 Results, all available on Newmont Goldcorps website at www.newmontgoldcorp.com.

Renard Stream (Stornoway Diamond Corporation)

Osisko owns a 9.6% diamond stream on the Renard diamond mine operated by Stornoway Diamond Corporation (Stornoway) and located approximately 350 kilometres north of Chibougamau in the James Bay region of north-central Québec.

Under the amended stream agreement, upon the completion of a sale of diamonds, Osisko will remit to Stornoway a cash transfer payment which shall be the lesser of 40% of achieved sales price and US$40 per carat. For the purpose of calculating stream remittances, Stornoway shall separately sell any diamonds smaller than the +7 DTC sieve size that are recovered in excess of the maximum agreed-upon proportion within a sale of run of mine (ROM) diamonds (the excess small diamonds, or incidentals). In this manner, Stornoway shall restrict the proportion of small diamonds contained in a ROM sale such that the streamers and Stornoway will be fully aligned on upside price exposure with downside protection on price and product mix.

Update on operations

On April 9, 2019, Stornoway reported first quarter mine production of 444,562 carats recovered from the processing of 582,613 tonnes of ore at an attributable grade of 76 carats per hundred tonnes (cpht). Carats recoveries decreased by 8% compared to the fourth quarter of 2018, principally due to mechanical issues at the front end of the process plant related to very cold weather in January and February. In March, the process plant surpassed its budgeted daily rate with an average of 7,209 tonnes processed per day. Stornoway mentioned that it has made the decision to suspend open pit mining operations starting in April, as the current stockpile of Renard 65 open pit ore is sufficient to meet planned process plant feed requirements into the second quarter of 2020.

During the first quarter of 2019, Stornoway reported sales of 429,506 carats sold at an average price of US$83 per carat ($110 per carat) from two tender sales. In terms of total carats sold, pricing and gross proceeds, this represents increases of 38%, 8% and 47% over the fourth quarter of 2018, respectively. First quarter diamond sales represent diamonds recovered during the fourth quarter of 2018.

On January 16, 2019, Stornoway reported that it expects to produce between 1.8 and 2.1 million carats in 2019 from the processing of 2.40 to 2.55 million tonnes of ore. 2019 production guidance reflects the steady-state operations at the 290 meter level of Renard 2 underground mine and improvement in grades demonstrated in the fourth quarter of 2018, with further operational flexibility and grade increases expected once Renard 3 underground ore becomes available. Between 1.80 and 2.10 million carats are expected to be sold in 8 tender sales at prices between US$80 and US$105 per carat.

For the three months ended March 31, 2019, Osisko incurred an impairment charge of $38.9 million ($28.6 million, net of income taxes) on its Renard diamond stream (refer to section Impairment of Assets).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For additional information, please refer to Stornoways press release dated January 16, 2019 entitled Stornoway Announces Fourth Quarter and 2018 Production and Sales Results, and 2019 Guidance, and Stornoways press release dated April 9, 2019 entitled Stornoway Reports First Quarter 2019 Production and Sales Results, both filed on SEDAR at www.sedar.com.

Osisko owns a 100% silver stream on the Mantos Blancos mine, which is owned and operated by Mantos Copper S.A. (Mantos), a private mining company focused on the extraction and sale of copper. The company owns and operates the Mantos Blancos mine and Mantoverde project, located in the Antofagasta and Atacama regions in northern Chile.

Under the Mantos stream agreement, Osisko will receive 100% of the payable silver from the Mantos Blancos copper mine until 19.3 million ounces have been delivered, after which the stream percentage will be 30%. The purchase price for the silver under the Mantos stream is 25% of the monthly average silver market price for each ounce of refined silver sold and delivered and/or credited by Mantos to Osisko Bermuda Limited (OBL), a subsidiary of Osisko. Mantos may elect to reduce the amount of refined silver to be delivered and sold to OBL by 50% in 2018, 2019 or 2020, provided that Mantos has delivered no less than 1.99 million ounces of silver under the stream agreement in which case Mantos shall make a cash payment of US$70.0 million ($95.5 million) to OBL. As of March 31, 2019, a total of 1.87 million ounces of silver have been delivered under the stream agreement. Osisko expects that Mantos will reach the 1.99 million ounces of silver threshold by the end of the second quarter of 2019, based on expected production. The buy-down payment of US$70.0 million can be exercised in September 2019 or September 2020.

Update on operations

As per Mantos, production of silver at the Mantos Blancos mine and concentrator plant for the first quarter of 2019 was higher than the fourth quarter of 2018 at 140,990 ounces compared to 137,534 ounces due to higher recovery rates (79.5% vs 72.2%), offsetting slightly lower grade (4.60g/t Ag vs 4.68g/t Ag) and less material milled.

Work on the Mantos Blancos Concentrator Debottlenecking Project (MB-CDP) is expected to commence during the third quarter of 2019, once financing has been finalized. The MB-CDP project should increase processing capacity at the concentrator by approximately 70%. The key environmental permits are in place.

Brucejack Offtake (Pretium Resources Inc.)

Osisko owns a 50% gold offtake on the Brucejack gold mine. The Brucejack offtake agreement applies to the sales from the first 7,067,000 ounces (of which 3,533,500 ounces are attributable to OBL) of refined gold. OBL is required to pay for refined gold based on a market referenced gold price in U.S. dollars per ounce during a defined pricing period before and after the date of each sale. The offtake obligation applies to 100% (50% attributable to OBL) of refined gold produced at the Brucejack, subject to the reduction election described below. On December 31, 2019, Pretium has the option to reduce the offtake obligation to either (i) 50% (25% attributable to OBL) by paying US$13 per ounce multiplied by 0.50, on the remaining undelivered gold ounces, or (ii) 25% (12.5% attributable to OBL) by paying US$13 per ounce multiplied by 0.75, on the remaining undelivered gold ounces.

Update on operations

On April 3, 2019, Pretium reported that its planned ramp-up to 3,800 tonnes per day (tpd) production rate at its Brucejack Mine, and its underground exploration drilling program, are both progressing on schedule. The company also re-affirmed its 2019 production guidance of 390,000 ounces to 420,000 ounces and the planned production ramp-up from 2,700 tpd to 3,800 tpd over the course of the year.

On April 4, 2019, Pretium announced an updated mineral reserve and mineral resource for the Brucejack mine as well as an updated life of mine plan. The updated life of mine plan highlights an average annual production of over 520,000 ounces of gold over the first 5 years, an average annual production of over 525,000 ounces of gold over the first 10 years and over 440,000 ounces of gold over the 14-year mine life. As of January 1, 2019, the total proven and probable mineral reserve estimate for the Brucejack mine stands to 6.4 million ounces of gold (16.0 million tonnes grading 12.6 g/t Au).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For more information on Brucejack, refer to Pretiums press release dated April 3, 2019 entitled Production Ramp-up and Underground Exploration Drilling Campaign on Track - 2019 Guidance Re-affirmed and Pretiums press release dated April 4, 2019 entitled Continued Robust Economics of Brucejack Mine Confirmed with Updated Mineral Reserve and Resource, 14-Year Mine Plan, both filed on www.sedar.com.

Sasa Stream (Central Asia Metals plc)

Osisko owns a 100% silver stream on the Sasa mine, operated by Central Asia Metals plc (Central Asia) and located in Macedonia. The Sasa mine is one of the largest zinc, lead and silver mines in Europe, producing approximately 30,000 tonnes of lead, 22,000 tonnes of zinc and 400,000 ounces of silver in concentrates per annum. OBLs entitlement under the Sasa stream applies to 100% of the payable silver production in exchange for US$5 per ounce (plus refining costs) of refined silver increased annually from 2017, based on inflation.

Update on operations

On April 10, 2019, Central Asia reported sales of 88,392 ounces of payable silver in the first quarter of 2019.

For more information on the Sasa mine, refer to Central Asias press release dated April 10, 2019, entitled Q1 2019 Operations Update available on their website at www.centralasiametals.com.

Seabee Royalty (SSR Mining Inc.)

Osisko holds a 3% NSR royalty on the Seabee gold operations operated by SSR Mining Inc. (SSR Mining) and located in Saskatchewan, Canada.

Update on operations

On April 10, 2019, SSR Mining reported that the Seabee gold operations achieved a record quarterly gold production at Seabee producing 31,183 ounces of gold due to the higher mill throughput and timing of gold pours at year-end, representing a quarter-on- quarter increase of 52%. The mill achieved an average throughput of 1,008 tpd over the first quarter, a 7% increase compared to the previous quarter, and 1,079 tpd for the month of March, both reflecting a higher mining rate at the Santoy mine. Gold mill feed grade was 8.59 g/t, in line with the mine plan. Gold recovery remained consistent at 97.2%.

At Seabee gold operations, management expects to continue increasing mining and milling rates to deliver another record gold production year in 2019. SSR Minings guidance for gold production in 2019 is estimated between 95,000 to 110,000 ounces. Exploration expenditures at Seabee total $6.0 million to continue underground exploration at depth, expansion of Santoy Gap hanging wall and continued testing of surface targets.

For more information, refer to SSR Minings press release dated January 15, 2019, entitled SSR Mining Reports Fourth Quarter and Year-End 2018 Production Results and 2019 Guidance and SSR Minings press release dated April 10, 2019 entitled SSR Mining reports first quarter 2019 production results, both filed on www.sedar.com.

Kwale Royalty (Base Resources Limited)

Osisko holds a 1.5% gross return royalty on the rutile, ilmenite and zircon produced from the Kwale mine, operated by Base Resources Limited (Base Resources) and located 10 kilometres inland from the Kenyan coast and 50 kilometres south of Mombasa.

On January 17, 2019, Base Resources reported highlights of its fourth quarter operations and noted an increase of 5% in tonnes of ore mined after a 35% increase in the third quarter following the successful implementation of the Kwale Phase 2 mine optimization project. Production in the fourth quarter reached 108,465 tonnes of ilmenite, 24,505 tonnes of rutile and 8,252 tonnes of zircon. Base Resources also noted continued strengthening of rutile and zircon prices with the ilmenite price remaining stable.

Production for the financial year ending June 30, 2019 is estimated at 385,000 to 415,000 tonnes of ilmenite, 88,000 to 94,000 tonnes of rutile and 31,000 to 34,000 tonnes of zircon.

On April 10, 2019, Base Resources reported production guidance for financial year ending June 30, 2020, estimated at 315,000 to 350,000 tonnes of ilmenite, 64,000 to 70,000 tonnes of rutile and 25,000 to 28,000 tonnes of zircon. The 2020 production guidance is lower than that for 2019 as a consequence of the lower heavy mineral grade of the South Dune orebody, depletion of stockpiled heavy mineral concentrates during the transition of mining operations to the South Dune and normal uncertainties associated with mining a new orebody.

For more information on the Kwale mine, refer to Base Resources quarterly activities report dated January 17, 2019 and Base Resources press release dated April 10, 2019 entitled Production Guidance for FY20, both available on their website at www.baseresources.com.au.

Osisko owns a 100% silver stream on Taseko Mines Limiteds (Taseko) attributable portion of the Gibraltar copper mine (Gibraltar), held by Gibraltar Mines Ltd. (Gibco) and located in British Columbia, Canada. Under the stream agreement, Osisko will receive from Taseko an amount equal to 100% of Gibcos share of silver production until the delivery to Osisko of 5.9 million ounces of silver and 35% of Gibcos share of silver production thereafter. Osisko will make ongoing payments under the stream of US$2.75 per ounce of silver delivered. Gibraltar is the second largest open pit copper mine in Canada and fourth largest in North America.

Island Gold Royalty (Alamos Gold Inc.)

Osisko owns NSR royalties ranging from 1.38% to 2.55% on the Island Gold mine, operated by Alamos Gold Inc. (Alamos) and located in Ontario, Canada.

Alamos announced expected gold production at Island Gold for 2019 to increase 32% to reach 135,000 to 145,000 ounces. Higher grades and higher throughput are expected as a result of the completion of the Phase I expansion in September 2018, which expanded the mill to a design capacity of approximately 1,200 tpd. The current mine infrastructure can support similar mining rates; however, the operation is currently permitted to operate at an average annual rate of 1,100 tpd. With a mine and mill that can support higher throughput rates, the company is in the process of permitting an amendment to 1,200 tpd which is expected to be received by the end of 2019 as part of a Phase II expansion. In parallel, the company has started an evaluation of a potential Phase III expansion of the operations.

For more information, refer to Alamos press release dated January 14, 2019, entitled Alamos Reports Fourth Quarter 2018 Production and Provides 2019 Outlook filed on www.sedar.com.

Amulsar Stream (Lydian International Ltd.)

Osisko owns a 4.22% gold stream and 62.5% silver stream on the Amulsar project, owned by Lydian International Ltd. (Lydian) and located in southern Armenia. The Amulsar project is in the development and construction stage and Amulsar is expected to be Armenias largest gold mine, with estimated mineral resources containing 3.5 million measured and indicated gold ounces and 1.3 million inferred gold ounces. The details of the mineral inventory can be found under Lydian International Ltd.s profile on SEDAR at www.sedar.com. Gold production is targeted to average approximately 225,000 ounces annually over an initial 10-year mine life. OBLs entitlement under the Amulsar stream applies to 4.22% of refined gold production and 62.5% of refined silver until 89,034 ounces of refined gold and 434,093 ounces of refined silver are delivered to OBL. The stream agreement includes ongoing transfer payments by OBL to Lydian of US$400 per ounce of refined gold and US$4.00 per ounce of refined silver delivered under the stream subject to a 1% annual increase starting on the third anniversary of commercial production. Lydian has the option to buy back a portion of the stream by one of the following options:

(i) the stream percentage may be reduced by 50% on the second anniversary of commercial production for US$55.0 million (US$34.4 million attributable to OBL); or (ii) the stream percentage may be reduced by 50% on the third anniversary of commercial production for US$50.0 million (US$31.3 million attributable to OBL).

Update on development and construction activities

On December 24, 2018, Lydian announced that it has entered into an amended and restated forbearance agreement with its senior lenders, stream financing providers, and equipment financiers (the A&R Forbearance Agreement), pursuant to which they have agreed to: (a) continue to temporarily suspend all principal and interest payments due and payable, and (b) continue to forbear from declaring or acting upon, or exercising default-related rights or remedies under such creditors financing agreement with respect to

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document certain events of default, in each case, until the earlier of (a) June 30, 2019, (b) the occurrence of an additional event of default under such creditors financing agreement, or (c) any breach by the company of the A&R Forbearance Agreement.

Orion CO IV (ED) Limited (Orion CO IV), Resource Capital Fund VI L.P. (RCF) and OBL have committed to make available up to US$18.6 million (OBLs commitment is US$5.0 million) to fund Lydian during the forbearance period through an amendment to the companys existing credit agreement (the Forbearance Facility).

The Forbearance Facility will be available to be drawn in multiple advances from January 1, 2019 through June 30, 2019, and has a maturity date of June 30, 2019. The Forbearance Facility will bear interest at a rate of 15% per annum and includes a further 3% fee paid by original issue discount at each drawdown. Osisko Bermuda advanced an amount of US$2.3 million ($3.1 million) in January 2019 under the Forbearance Facility.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If Orion CO IV and either RCF or OBL reasonably determine that the Lydians pursuit of strategic alternatives will not be completed by June 30, 2019, they will be entitled to terminate the A&R Forbearance Agreement at the end of the calendar month in which such determination is made.

The A&R Forbearance Agreement continues to be required as a result of the previously announced illegal blockades that have prevented Lydian and its contractors from entering the Amulsar site since late June 2018. During the period of forbearance, Lydian has continued to petition local and national government officials to enforce the rule of law by removing the illegal blockades.

On March 19, 2019, Lydian announced that the Republic of Armenia Government has commenced its third-party assessment (Third Audit) of the Amulsar gold projects environmental impact on water resources, geology, biodiversity and water quality. In September 2018, an assessment was ordered by the Armenian government to study possible impacts of the Amulsar gold project on water resources. The scope of work will now also include a review of the companys Environmental and Social Impact Assessment (ESIA) and Environmental Impact Assessment (EIA). This is despite the fact that the companys EIA was previously approved by Armenian authorities in accordance with Armenian law before Lydian began constructing the Amulsar gold project. Earth Link and Advanced Resources Development has been selected by the Armenian government as the consulting firm to perform the assessment, which is expected to last approximately 12 to 16 weeks. Lydian does not accept the need or legal basis for the Third Audit, since the Armenian government already confirmed that the Amulsar gold project complied with Armenian environmental requirements when it approved the EIA, and that Lydian relied on this approval when investing hundreds of millions of dollars in Armenia.

On April 12, 2019, Lydian announced that the Administrative Court of the Republic of Armenia ruled in favour of Lydian and instructed the Armenian police to remove trespassers and their property from Lydians Amulsar gold project site and assure Lydian free passage to Amulsar.

For more information on the Amulsar project, refer to Lydians press release dated December 24, 2018, entitled Lydian Announces Extension of Forbearance Period and Additional Sources of Liquidity, Lydians press release dated March 19, 2019 entitled Armenia Government Commences the Third Audit, and Lydians press release dated April 12, 2019 entitled Court Order Police to Remove Trespassers and Assure Lydian Free Access to Amulsar, all filed on www.sedar.com.

Back Forty Stream (Aquila Resources Inc.)

Osisko owns an 18.5% gold stream (reduced to 9.25% after the delivery of 105,000 gold ounces) and a 75% silver stream on the Back Forty project, owned by Aquila Resources Inc. (Aquila), and located along the mineral-rich Penokean Volcanic Belt in Michigans Upper Peninsula, USA. Aquila has completed a preliminary economic assessment in 2014 that demonstrated strong economics and has published results of an open pit feasibility study on August 1, 2018. Aquila has been granted all final permits by the Michigans Department of Environmental Quality and has received all State and Federal permissions required for the construction and commencement of operations at the Back Forty project. Gold production is targeted to reach a total of 468,000 ounces over the seven- year mine life, including 135,000 ounces in the first year. The stream agreement includes ongoing transfer payments to Aquila of 30% of the gold spot price (with a maximum of US$600 per ounce) and US$4 per ounce of silver.

For more information on the Back Forty project, refer to Aquilas web site (aquilaresources.com) and press releases filed on www.sedar.com.

Impairment of asset

Renard mine diamond stream (Stornoway Diamond Corporation)

On March 28, 2019, Stornoway, the operator of the Renard diamond mine in Québec, Canada, announced a significant impairment charge of $83.2 million on its Renard diamond mine reflecting an outlook of lower than expected diamond pricing. This was considered

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document an indicator of impairment among other facts and circumstances and, accordingly, management performed an impairment assessment as at March 31, 2019. The Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream for the three months ended March 31, 2019.

The Companys assets include a portfolio of shares, mainly of publicly traded exploration and development mining companies. Osisko invests, and intends to continue to invest, from time to time in companies where it holds a royalty, stream or similar interest and in various companies within the mining industry for investment purposes and with the objective of improving its ability to acquire future royalties, streams or similar interests. In addition to investment objectives, in some cases, the Company may decide to take a more active role, including providing management personnel, technical and/or administrative support, as well as nominating individuals to the investees board of directors. These investments are reflected in investments in associates in the consolidated financial statements and include mainly Osisko Mining Inc. (Osisko Mining), Barkerville Gold Mines Ltd. (Barkerville), Falco Resources Ltd. (Falco) and Victoria Gold Corp. (Victoria).

Osisko may, from time to time and without further notice except as required by law or regulations, increase or decrease its investments at its discretion.

During the first quarter of 2019, Osisko acquired investments for $5.8 million and disposed investments for $0.4 million.

Fair value of marketable securities / private placements

The following table presents the carrying value and fair value of the investments in marketable securities and private companies (excluding notes and warrants) as at March 31, 2019 (in thousands of dollars):

Marketable securities Carrying value(i) Fair value(ii) $ $ Associates 303,407 286,352 Other 117,400 117,400 420,807 403,752

(i) The carrying value corresponds to the amount recorded on the consolidated balance sheet, which is the equity method for the investments in marketable securities of associates and the fair value for the other investments in marketable securities, as per IFRS 9, Financial Instruments. (ii) The fair value corresponds to the quoted price of the investments in a recognized stock exchange as at March 31, 2019 for public companies. For private investments, an internal or external evaluation is used to determine the fair value.

Main Strategic Investments

The following table presents the main strategic investments of the Company in marketable securities as at March 31, 2019 (in thousands of dollars):

Number of Cash Fair Company shares held(i) Ownership(i) cost(iii) value(i),(ii) % $ $ Osisko Mining Inc. 43,690,269 16.6 92,535 127,576 Barkerville Gold Mines Ltd. 162,864,251 32.2 78,274 61,074 Victoria Gold Corp. 120,427,087 15.3 65,939 51,784 Falco Resources Ltd. 41,385,240 19.9 24,253 13,243

(i) As at March 31, 2019. (ii) See table above for definition of fair value. (iii) The cash cost of an investment is a non-IFRS measure representing the cash paid on the acquisition of an investment.

Osisko Mining is a Canadian focused gold exploration and development company. Osisko holds a 1.5% NSR royalty on the Windfall Lake gold project, for which a positive preliminary economic assessment was released in July 2018, and 1% NSR royalty on other properties held by Osisko Mining. As part of a previous investment agreement with Osisko Mining, Osisko obtained the right to purchase Osisko Minings buy-back rights on existing royalties on the Windfall Lake property for $5.0 million (of which $2.0 million were paid in 2018), thus allowing it to increase its royalty by an additional 1-2% NSR royalty for a total potential NSR royalty of 2.5-3.5%.

In May 2018, Osisko Mining released a first mineral resources estimate on Windfall Lake gold deposit. Osisko Mining indicated that mineral resources were estimated at 601,000 ounces of gold in the measured and indicated category

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (2,382,000 tonnes grading 7.85 grams per tonne (g/t) Au) and 2,284,000 ounces of gold in the inferred category (10,605,000 tonnes grading 6.70 g/t Au). In November 2018, Osisko Mining released a mineral resource update including the mineral resource update for the Lynx zone. Estimated measured and indicated resources were increased to 754,000 ounces of gold (2,874,000 tonnes grading 8.17 g/t Au) and inferred mineral resources were increased to 2,366,000 ounces of gold (10,352,000 tonnes grading 7.11 g/t Au).

For more information, refer to Osisko Minings press release dated May 14, 2018 entitled: Osisko Releases Its First Mineral Resource Estimate For Windfall Gold Deposit and Osisko Minings press release dated November 27, 2018 entitled Osisko Releases Mineral Resource Update for Lynx, both filed on www.sedar.com.

In addition, a positive preliminary economic assessment on the Windfall Lake project was released in July 2018 with an after-tax internal rate of return of 33%. Osisko Mining is also pursuing an 800,000 meter drilling program on the Windfall Lake property as well as a metallurgical program. In October 2018, through the construction of an exploration ramp, Osisko Mining achieved access to Zone 27, wireframe 115, which was selected for the initial 5,000 tonne bulk sample to be processed in the fourth quarter of 2018. In December 2018, Osisko Mining released preliminary results from the first 2,078 tonnes mined. The average head grade obtained is 9.7 g/t Au and 5.5 g/t Ag, which is 39% higher than indicated in the resource block model for this area. The balance of 2,922 tonnes will be processed in 2019. For more information, refer to Osisko Minings press release dated July 17, 2018 entitled: Osisko Delivers Positive PEA For Windfall Project and Osisko Minings press release dated December 18, 2018 entitled Osisko Windfall Initial Bulk Sample Returns 9.7 g/t Au Head Grade, both filed on www.sedar.com.

In 2016 and 2017, Osisko entered into earn-in agreements with Osisko Mining on properties held by Osisko in the James Bay area. The transactions are detailed in the Exploration and Evaluation Activities section of this MD&A.

The Company converted warrants into common shares of Osisko Mining during the three months ended March 31, 2019 for $1.2 million. As at March 31, 2019, the Company holds 43,690,269 common shares representing 16.6% interest in Osisko Mining (16.7% as at December 31, 2018). Based on the fact that some officers and directors of Osisko are also officers and directors of Osisko Mining, and because of other facts and circumstances, the Company concluded that it exercises significant influence over Osisko Mining and accounts for its investment using the equity method.

Barkerville Gold Mines Ltd.

Osisko holds a 4% NSR royalty on the Cariboo gold project and has the option to acquire an additional 1% NSR royalty on the Cariboo property for additional cash consideration of $13.0 million. Osisko also holds a right of first refusal relating to any gold stream offer received by Barkerville with respect to the Cariboo gold project. Barkerville is focused on the development of its extensive land package located in the historical Cariboo Mining District of central British Columbia, Canada, where it has completed a 157,000 meter drilling program.

On May 2, 2018, Barkerville announced the maiden mineral resource estimate for Cow and Island Mountain deposits at its 100% owned Cariboo gold project. The underground mineral resource estimate incorporates the Cow Mountain and Valley Zones on Cow Mountain and Shaft Zone and Mosquito Creek on Island Mountain at a cut-off grade of 3.0 g/t Au. A mineral resource on Bonanza Ledge and BC Vein is also included. The resource is defined over 6 kilometers of Barkervilles 67-kilometer-long land package. Infill and exploration drilling is ongoing and resource updates will be presented annually. Barkerville indicated that mineral resources at the Cariboo gold project was estimated at 1.60 million ounces of gold in the measured and indicated category (8.1 million tonnes grading 6.1 g/t Au) and 2.16 million ounces of gold in the inferred category (12.7 million tonnes grading 5.2 g/t Au).

For more information, refer to Barkervilles press release dated May 2, 2018 entitled: BGM Defines Cow and Island Mountains Maiden Underground Resource and Barkerville Mountain Update and filed on www.sedar.com.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In September 2018, Barkerville announced positive results from its initial test mining of 80,000 tonnes at Bonanza Ledge. Barkervilles Bonanza Ledge mine has allowed the company to assess mining methods, understand what ground conditions to expect in different lithological units, train a local workforce, and generate cash flows to offset some explora tion expenditures. Test mining at Bonanza Ledge was completed in December 2018 on Barkerville Mountain. A total of 1,400 meters of development took place at the Bonanza Ledge and BC Vein test mine. Approximately 122,000 tonnes were extracted and processed at a grade of 5.98 g/t Au and 21,125 ounces of gold were poured in 2018. The company has also applied for permit amendment to extend the test mining for BC vein ore bodies on Barkerville Mountain.

The 2019 exploration program will include a total of 50,000 meters planned for the initial phase and an additional 40,000 meters will be proposed following results of Phase 1.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For more information, refer to Barkervilles press release dated September 11, 2018 entitled: Barkerville Gold Mines Reports Positive Results From Initial Test Mining Of 80,000 Tonnes At Bonanza Ledge, Better Mine Grades And Solid Mill Performance and Barkervilles press release dated January 17, 2019 entitled: Barkerville Gold Mines Defines Significant Exploration Potential and Provides Corporate Update and 2019 Catalysts, both filed on www.sedar.com.

As at March 31, 2019, the Company holds 162,864,251 common shares representing a 32.2% interest in Barkerville (32.2% as at December 31, 2018). In April 2019, Osisko acquired 20,761,334 additional common shares of Barkerville for $7.5 million as part of a $20.0 million financing completed by Barkerville. Following this financing, Osiskos interest in Barkerville represents 32.7%. The Company concluded that it exercises significant influence over Barkerville and accounts for its investment using the equity method.

Victoria Gold Corp.

Osisko holds a 5% NSR royalty on the Dublin Gulch property which hosts the Eagle Gold project located in Yukon, Canada. The 5% NSR royalty applies to all metals and minerals produced from the Dublin Gulch property, until an aggregate of 97,500 ounces of refined gold has been delivered to Osisko, and a 3% NSR royalty thereafter. The last tranches of the purchase price (total acquisition price was $98.0 million) were paid during the three months ended March 31, 2019 for $19.6 million.

The Dublin Gulch property is located approximately 85 kilometres by road north northeast of the village of Mayo, in central Yukon, Canada. The property hosts the Eagle gold deposit, the Wolf tungsten deposit and a 13 kilometres-long belt of gold and silver mineralization known as the Potato Hills Trend.

The Eagle Gold project is the most advanced project in the region and is on track to be the largest gold mine in Yukon history. The proposed Eagle gold mine will produce doré from a conventional open pit operation with a three-stage crushing plant, in-valley heap leach and carbon-in-leach adsorption-desorption gold recovery plant. The mine will employ 350 to 400 people and will be a significant economic contributor to Yukon.

The Eagle Gold project has received all major permits for construction and operations, completed the Environmental Assessment process and has a signed Comprehensive Cooperation and Benefits Agreement with the local Nacho Nyak Dun First Nation, whose traditional territory the project is located within.

In February 2019, Victoria Gold provided an update on construction of the Eagle Gold mine and reported that the project was 75% complete. Victoria Gold expects that the first ore reporting to the heap leach pad will occur in July 2019 with a first gold pour target of September 2019. Over 3 million metric tonnes of ore are expected to be delivered to the heap leach pad by year-end 2019.

For more information, refer to Victorias press release dated February 25, 2019 entitled: Victoria Gold: Eagle Mine Construction Update, Dublin Gulch, Yukon and filed on www.sedar.com.

As at March 31, 2019, the Company holds 120,427,087 common shares representing a 15.3% interest in Victoria (15.4% as at December 31, 2018). In April 2019, Osisko acquired 34,090,909 additional common shares of Victoria for $15.0 million as part of a $34.4 million financing completed by Victoria, including the over-allotment option. Following this financing, Osiskos interest in Victoria represents 18.8%. Based on the fact that the chair of the Board of Directors and Chief Executive Officer of Osisko is also a director of Victoria, and because of other facts and circumstances, the Company concluded that it exercises significant influence over Victoria since the second quarter of 2018 and has started to account for its investment using the equity method.

Falco Resources Ltd.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Falcos main asset is the Horne 5 gold project, for which a positive feasibility study was released in October 2017. For more information, refer to Falcos press release dated October 16, 2017 and entitled: Falco Announces Positive Feasibility Study Results on Horne 5 Gold Project and filed on www.sedar.com.

In 2018, Osisko entered into a binding term sheet to provide Falco with a senior secured silver stream credit facility (Falco Silver Stream) with reference to up to 100% of the future silver produced from the Horne 5 property (Horne 5 or the Project) located in Rouyn-Noranda, Québec. As part of the Falco Silver Stream, Osisko will make staged upfront cash deposits to Falco of up to $180.0 million and will make ongoing payments equal to 20% of the spot price of silver, to a maximum of US$6 per ounce. The Falco Silver Stream will be secured by a first priority lien on the Project and all assets of Falco.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Falco Silver Stream was closed in February 2019, which triggered the payment of the first installment of $25.0 million to Falco. Two previously outstanding notes receivable amounting to $20.0 million were applied against the first installment and the remaining balance of $5.0 million was paid to Falco. Interests receivable amounting of $1.8 million related to these loans were settled in exchange for 5,353,791 additional common shares of Falco.

On February 22, 2019, Osisko entered into an agreement to provide Falco with a secured senior loan of $10.0 million. The loan bears interests at a rate of 7%, compounded quarterly. The principal amount and accrued interests shall be payable on December 31, 2019. The loan will be used for the advancement of the Horne 5 Project and for general corporate purposes.

As at March 31, 2019, the Company holds 41,385,240 common shares representing a 19.9% interest in Falco (17.8% as at December 31, 2018). Based on the fact that some officers and directors of Osisko are also officers and directors of Falco, and because of other facts and circumstances, the Company concluded that it exercises significant influence over Falco and accounts for its investment using the equity method.

Sustainability Activities

Osisko 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; · Maintaining strong relationships with the Federal government and the Provincial, Municipal and First Nations governments in Québec; · Supporting the economic development of regions where Osisko operates (directly or indirectly through its interests); · Supporting university education in mining fields and employee development; · Promoting diversity throughout the organization and the mining industry; and · Encouraging investee companies to adhere to the same areas of focus in sustainability.

As part of its investment analysis process, the Company evaluates the risk and performance of the investee companies in the sustainability areas on projects where Osisko has a direct or indirect interest.

Exploration and Evaluation Activities

In 2016, Osisko entered into earn-in agreements with Osisko Mining.

Under the first earn-in agreement, Osisko Mining may earn a 100% interest in 26 of Osiskos exploration properties located in the James Bay area and Labrador Trough (excluding the Coulon copper-zinc project) upon completing expenditures of $26.0 million over a 7-year period; Osisko Mining may earn a first 50% interest upon completing expenditures totaling $15.6 million over a 4-year period. Osisko will retain an escalating NSR royalty ranging from 1.5% to 3.5% on precious metals and a 2.0% NSR royalty on other metals and minerals produced from the 26 properties. During the first three months of 2019, Osisko Mining invested approximately $0.1 million on these properties for a total to date of $4.6 million (excluding the Kan property).

Under the second earn-in agreement, Osisko Mining had the option to earn a 100% interest in the Kan property (comprised of the Kan and Fosse Au properties) upon completing expenditures totaling $6.0 million over a 7-year period. The Company received notice from Osisko Mining in the first quarter of 2019 that the threshold had been reached. Therefore, a 100% interest in the Kan property will be transferred to Osisko Mining and Osisko will hold an escalating NSR royalty ranging from 1.5% to 3.5% on precious metals and a 2.0% NSR royalty on other metals and minerals produced from the Kan property.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document New properties acquired by Osisko Mining in a designated area during the 7-year term will be subject to a royalty agreement in favour of Osisko with similar terms.

As at March 31, 2019, the net book value of the properties under the earn-in agreements amounted to $31.7 million.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As a result of the earn-in agreements with Osisko Mining, the exploration and evaluation activities have been significantly reduced. During the three months ended March 31, 2019, investments amounted to $0.1 million and the Company received previously claimed tax credits of $0.2 million. As at March 31, 2019, the carrying value of the Coulon project was $59.9 million ($59.9 million as at December 31, 2018) and the carrying value of other properties, including those under the earn-in agreements with Osisko Mining, was $32.9 million ($35.1 million as at December 31, 2018).

Quarterly Dividends

The Board of Directors has approved the initiation of the Companys quarterly dividend program on November 17, 2014.

The following table provides details on the dividends declared and paid or payable:

Dividend Dividends paid or Declaration date per share Record date(i) Payment date(i) payable $ $ Year 2014 0.03 n/a n/a 1,551,000 Year 2015 0.13 n/a n/a 12,229,000 Year 2016 0.16 n/a n/a 17,037,000 Year 2017 0.18 n/a n/a 24,275,000 Year 2018 0.20 n/a n/a 31,213,000 February 20, 2019 0.05 March 29, 2019 April 15, 2019 7,757,000 May 1, 2019 0.05 June 28, 2019 July 15, 2019 tbd(ii) Year-to-date 2019 0.10

(i) Not applicable (n/a) for annual summaries. (ii) To be determined (tbd) on June 28, 2019 based on the number of shares outstanding and the number of shares participating in the dividend reinvestment plan on the record date.

Dividend Reinvestment Plan

The Company has a dividend reinvestment plan (DRIP) that allows Canadian shareholders and U.S. shareholders to reinvest their cash dividends into additional common shares either purchased on the open market through the facilities of the TSX or the NYSE, or issued directly from treasury by the Company, or acquired by a combination thereof. In the case of a treasury issuance, the price will be the weighted average price of the common shares on the TSX or the NYSE during the five (5) trading days immediately preceding the dividend payment date, less a discount, if any, of up to 5%, at the Companys sole election. No commissions, service charges or brokerage fees are payable by shareholders who elect to participate in the DRIP.

As at March 29, 2019, the holders of 5,087,058 common shares had elected to participate in the DRIP, representing dividends payable of $0.3 million. Therefore, 17,324 common shares were issued on April 16, 2019 at a discount rate of 3%.

Normal Course Issuer Bid

In December 2018, Osisko renewed its normal course issuer bid (NCIB) program. Under the terms of the 2018 NCIB program, Osisko could acquire up to 10,459,829 of its common shares from time to time in accordance with the normal course issuer bid procedures of the TSX. Repurchases under the 2018 NCIB program are authorized until December 11, 2019. Daily purchases will be limited to 71,940 common shares, other than block purchase exemptions, representing 25% of the average daily trading volume of the common shares on the TSX for the six-month period ending November 30, 2018, being 287,760 common shares.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During the three months ended March 31, 2019, the Company purchased for cancellation a total of 852,500 common shares under the 2018 NCIB program for $10.2 million (average acquisition price per share of $11.96). The Company also paid $1.7 million for common shares acquired for cancellation in December 2018.

The Company expects to maintain active NCIB programs in the next few years.

Gold Market

Commodity prices increased in early 2019 and the gold price extended its gains from December 2018 reaching over US$1,300 per ounce for the first time since June 2018, before retreating slightly and closing the quarter at US$1,295 per ounce. Sentiment towards gold has turned more favorable over the last six months. Recent gains were driven by the U.S. Federal Reserves patient stance on monetary policy returning to a neutral position on rates, and escalating worries over a global economic slowdown. Uncertainty linked to the Brexit, a potential commercial trade war between the U.S. and China, and a strong stock market with a strong U.S. dollar were among other factors affecting the gold price in the first quarter of 2019.

During the first quarter of 2019, the gold price gained 1.3% in U.S. dollars, or US$16 per ounce on the London fix, to close at US$1,295 per ounce. The average price amounted to US$1,304 per ounce, up from the previous quarter by US$78 per ounce, but US$25 lower on a year-over-year basis. The price was volatile during the period with a trading range of US$64 per ounce.

The historical price is as follows:

(US$/ounce of gold) High Low Average Close 2019-Q1 $ 1,344 $ 1,280 $ 1,304 $ 1,295 2018 1,355 1,178 1,268 1,279 2017 1,346 1,151 1,257 1,291 2016 1,366 1,077 1,251 1,146 2015 1,296 1,049 1,160 1,060

In Canadian dollar terms, the average price per ounce of gold averaged $1,733 in the first quarter of 2019 compared to $1,619 in the fourth quarter of 2018 and $1,681 in the first quarter of 2018. The gold price closed at $1,731 per ounce on March 31, 2019 compared to $1,745 as at December 31, 2018.

Currency

After ending the year on a weaker tone, the Canadian dollar rebounded in January 2019 following a recovery in oil prices and other commodities. The Canadian dollar lost its momentum later in February and March as domestic demand has been weaker than expected. The Bank of Canada adopted a more prudent tone keeping the currency lower.

The Canadian dollar traded between a range of 1.3600 and 1.3095 in the first quarter of 2019 to close at 1.3363. The Canadian dollar averaged 1.3295 in the first quarter of 2019 compared to 1.3204 in the fourth quarter of 2018 and 1.2647 in the first quarter of 2018.

As expected, the Bank of Canada kept the overnight rate unchanged to a target of 1.75% at its January and March meetings.

The exchange rate for the U.S./Canadian dollar is outlined below:

High Low Average Close 2019-Q1 1.3600 1.3095 1.3295 1.3363 2018 1.3642 1.2288 1.2957 1.3642 2017 1.3743 1.2128 1.2986 1.2545 2016 1.4589 1.2544 1.3248 1.3427 2015 1.3990 1.1728 1.2787 1.3840

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Selected Financial Information(1) (in thousands of dollars, except figures for ounces and amounts per ounce and per share)

Three months ended March 31, 2019 2018 $ $ Revenues 100,726 125,614 Cash margin(2) 30,622 31,947 Gross profit 18,246 18,717 Impairment of asset (38,900) Operating income (loss) (28,326) 13,099 Net earnings (loss) (26,549) 2,310 Basic net earnings (loss) per share (0.17) 0.01 Diluted net earnings (loss) per share (0.17) 0.01

Total assets 2,160,816 2,502,233 Total long-term debt 324,355 467,483

Average selling price of gold (per ounce sold) In C$(3) 1,731 1,688 In US$ 1,302 1,333

Operating cash flows 24,750 23,303

Weighted average shares outstanding (in thousands) Basic 155,059 157,665 Diluted(5) 155,059 157,695

(1) Unless otherwise noted, financial information is in Canadian dollars and prepared in accordance with IFRS. (2) Cash margin is a non-IFRS financial performance measure which has no standard definition under IFRS. It is calculated by deducting the cost of sales from the revenues. Please refer to the Overview of Financial Results section of this MD&A for a reconciliation of the cash margin per interest. (3) Using actual exchange rates at the date of the transactions. (4) As a result of the net loss for the three months ended March 31, 2019, all potentially dilutive common shares are deemed to be antidilutive and thus diluted net loss per share is equal to the basic net loss per share.

Overview of Financial Results

Financial Summary First quarter of 2019

· Revenues from royalties and streams of $33.5 million ($100.7 million including offtakes) compared to $32.6 million ($125.6 million including offtakes) in Q1 2018; · Gross profit of $18.2 million compared to $18.7 million in Q1 2018; · Impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream; · Operating loss of $28.3 million compared to operating income of $13.1 million in Q1 2018; · Net loss of $26.5 million or $0.17 per basic and diluted share, compared to net earnings of $2.3 million or $0.01 per basic and diluted share in Q1 2018;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Adjusted earnings1 of $5.8 million or $0.04 per basic share1 compared to $8.9 million or $0.06 per basic share in Q1 2018; and · Cash flows provided by operating activities of $24.8 million compared to $23.3 million in Q1 2018.

Revenues from royalties and streams increased in the first quarter of 2019 and total revenues, including offtakes, decreased, mainly as a result of the conversion of the Matilda gold offtake to a stream on April 1, 2018.

Gross profit amounted to $18.2 million in the first quarter of 2019 compared to $18.7 million in the first quarter of 2018. The slight decrease is mainly due to a lower gross profit on offtake agreements. Under the offtake agreements, the metal is acquired from the producers at the lowest market price over a certain period of time (quotational period), and is subsequently sold by Osisko, resulting in a net profit that will usually vary between 0% and 5% of the sales proceeds. The profit margin is highly impacted by the volatility of the commodity prices during the quotational period.

During the first quarter of 2019, the Company incurred an operating loss as a result of an impairment charge of $38.9 million on the Renard diamond stream interest. Excluding the impairment charge, operating income would have been $10.6 million compared to $13.1 million in the first quarter of 2018. The decrease in operating income in the first quarter of 2019 of $2.5 million (excluding the impairment charge) is mainly the result of higher general and administrative (G&A) expenses and business development expenses. The increase in G&A expenses and business development expenses is mainly due to a higher share-based compensation expense, mainly related to the deferred share units, resulting from the increase in the share price in the first quarter of 2019 partially offset by a decrease in professional fees and other fees. Lower cost recoveries in the first quarter of 2019 also affected negatively the operating loss.

The net loss for the first quarter of 2019 is the result of the impairment charge of $28.6 million, net of income taxes. Excluding the impact of the impairment charge (net of income taxes), net earnings in the first quarter of 2019 would have been $2.1 million compared to $2.3 million in the first quarter of 2018. The slight decrease is mainly the result of lower operating income (excluding the impairment charge) and a loss on foreign exchange of $1.1 million, partially offset by lower finance costs ($5.7 million in the first quarter of 2019 compared to $6.6 million in the first quarter of 2018), due to the repayment of the revolving credit facility in January 2019, and a loss on investments of $2.6 million in the first quarter of 2018 compared to nil in the first quarter of 2019.

Adjusted earnings were $5.8 million in the first quarter of 2019 compared to $8.9 million in the first quarter of 2018. The decrease was mainly the result of higher G&A expenses and business development expenses resulting from a higher share-based compensation expense.

Net cash flows provided by operating activities in the first quarter of 2019 amounted to $24.8 million compared to $23.3 million in the first quarter of 2018, mainly as a result of a positive impact in non-cash working capital items, partially offset by a lower gross profit before depletion of royalty, stream and other interests (cash margin, see reconciliation below).

(1) Adjusted earnings and Adjusted earnings per basic share are non-IFRS financial performance measures which have no standard definition under IFRS. Refer to the non-IFRS measures provided under the Non-IFRS Financial Performance Measures section of this Management and Discussion Analysis.

The following table presents summarized consolidated statements of income (loss) for the three months ended March 31, 2019 and 2018 (in thousands of dollars, except amounts per share):

2019 2018 $ $

Revenues (a) 100,726 125,614 Cost of sales (b) (70,104) (93,667) Depletion of royalty, stream and offtake interests (c) (12,376) (13,230) Gross profit (d) 18,246 18,717 Other operating expenses General and administrative (e) (5,934) (4,426) Business development (f) (1,738) (1,192) Impairment of asset (g) (38,900) Operating income (loss) (28,326) 13,099 Other expenses, net (h) (7,493) (8,933) Earnings (loss) before income taxes (35,819) 4,166 Income tax recovery (expense) (i) 9,270 (1,856)

Net earnings (loss) (26,549) 2,310 Net earnings (loss) per share Basic (0.17) 0.01 Diluted (0.17) 0.01

(a) Revenues are comprised of the following:

Three months ended March 31, 2019 2018 Average Average selling price Total selling price Total per ounce / Ounces / revenues per ounce / Ounces / revenues carat ($) carats sold ($000s) carat ($) Carats sold ($000s)

Gold sold 1,731 48,235 83,497 1,688 63,375 106,953 Silver sold 21 496,110 10,174 21 499,362 10,564 Diamonds sold(i) 110 41,233 4,524 132 26,066 3,450 Other (paid in cash) 2,351 4,647 100,726 125,614

(i) The diamonds were sold by an agent for Osisko for a blended selling price of $110 (US$83) per carat in the first quarter of 2019. The average selling price includes 6,538 incidental carats sold outside of the run of mine sales at an average price of $20 (US$15) per carat. No incidental carats were sold in the first quarter of 2018. Excluding the incidental carats, 34,695 carats were sold at an average price of $127 (US$95) per carat in the first quarter of 2019.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The decrease in gold ounces sold in 2019 is mainly the result of the conversion of the Matilda offtake into a stream on April 1, 2018 and lower ounces delivered under the Brucejack offtake. The increase in diamonds sold in 2019 is the result of higher diamonds acquired and sold under the Renard stream.

(b) Cost of sales represents mainly the acquisition price of the metals and diamonds under the offtake and stream agreements, as well as minimal refining, insurance and transportation costs related to the metals received under royalty agreements. The decrease in 2019 is mainly the result of the conversion of the Matilda offtake into a stream on April 1, 2018 and lower ounces delivered under the Brucejack offtake.

(c) The royalty, stream and other interests are depleted using the units-of-production method over the estimated life of the properties or the life of the agreement. The decrease is due to the mix of sales in the first quarter of 2019 compared to the corresponding period in 2018.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) The breakdown of gross profit per nature of interest is as follows (in $000s):

Three months ended March 31, 2019 2018 $ $ Royalty interests Revenues 23,445 23,944 Cost of sales (101) (32) Cash margin 23,344 23,912 Depletion (5,866) (6,637) Gross profit 17,478 17,275

Stream interests Revenues 10,055 8,641 Cost of sales (3,493) (3,031) Cash margin 6,562 5,610 Depletion (5,828) (4,806) Gross profit 734 804

Royalty and stream interests Cash margin 29,906 29,522 89.3% 90.6% Offtake interests Revenues 67,226 93,029 Cost of sales (66,510) (90,604) Cash margin 716 2,425 1.1% 2.6% Depletion (682) (1,787) Gross profit 34 638 Total Gross profit 18,246 18,717

(e) G&A expenses increased to $5.9 million in the first quarter of 2019 compared to $4.4 million in the first quarter of 2018. The increase is mainly due to higher share-based compensation expense of $1.8 million mainly related to the deferred share units resulting from the increase in share price in the first quarter of 2019 compared to a decrease in the first quarter of 2018.

(f) Business development expenses increased to $1.7 million in the first quarter of 2019 compared to $1.2 million in the first quarter of 2018. The increase is mainly due to lower costs recoveries from associates and higher share-based compensation.

(g) In the first quarter of 2019, the Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on its Renard diamond stream, which is explained in detail in the Impairment of assets section of this MD&A.

(h) Other expenses, net, of $7.5 million in the first quarter of 2019 include finance costs of $5.7 million, a share of loss of associates of $1.8 million and a foreign exchange loss of $1.1 million, partially offset by interest income of $1.2 million.

Other expenses, net, of $8.9 million in the first quarter of 2018 include finance costs of $6.6 million, a net loss on investments of $2.6 million and a share of loss of associates of $1.4 million, partially offset by interest income of $1.5 million.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) The effective income tax rate for the first quarter of 2019 is 25.9% compared to 44.6% in the first quarter of 2018. The statutory rate is 26.6% in 2019 and 26.7% in 2018. The elements that impacted the effective income taxes are the non-taxable (or deductible) part of capital gains (or losses) (50%) and non-deductible expenses. Cash taxes of $0.2 million were paid in the first quarter of 2019 and 2018 and were related to taxes on royalties earned in foreign jurisdictions.

As at March 31, 2019, the Companys cash position amounted to $108.5 million compared to $174.3 million as at December 31, 2018. Significant variations in the liquidity and capital resources for the first quarter of 2019 are explained below under the Cash Flows section.

The Company has a credit facility of $350.0 million (with an additional uncommitted accordion of up to $100.0 million, for a total availability of up to $450.0 million), which was not drawn at March 31, 2019 following the reimbursement of the outstanding balance of $30.0 million in January 2019. The credit facility includes covenants that require the Company to maintain certain financial ratios, including the Companys leverage ratios and meet certain non-financial requirements. As at March 31, 2019, all such ratios and requirements were met.

Cash Flows

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

Three months ended March 31, 2019 2018 $ $ Cash flows Operations 22,621 24,462 Working capital items 2,129 (1,159) Operating activities 24,750 23,303 Investing activities (46,394) 2,555 Financing activities (42,690) (28,331) Effects of exchange rate changes on cash and cash equivalents (1,434) 1,385 Decrease in cash and cash equivalents (65,768) (1,088) Cash and cash equivalents beginning of period 174,265 333,705 Cash and cash equivalents end of period 108,497 332,617

Operating Activities

Cash flows provided by operating activities during the first quarter of 2019 amounted to $24.8 million compared to $23.3 million in the corresponding period of 2018.

Net cash flows provided by operating activities increased in the first quarter of 2019 as a result of a positive impact of non-cash working capital items, partially offset by a lower gross profit before depletion of royalty, stream and other interest (cash margin).

Investing Activities

Cash flows used in investing activities amounted to $46.4 million in the first quarter of 2019 compared to cash provided by investing activities of $2.6 million in the first quarter of 2018.

In the first quarter of 2019, Osisko invested $28.0 million in acquisitions of royalty and stream interests, including the last payments totalling $19.6 million on the Dublin Gulch property NSR royalty (hosting the Eagle Gold project which is in construction) and a net payment of $5.0 million on the Falco Silver Stream. The Company also disbursed $13.1 million in short-term investments, including a

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document $10.0 million loan to Falco, and $5.8 million in investments. Proceeds on disposal of investments generated $0.4 million during the first quarter of 2019.

During the first quarter of 2018, Osisko invested $13.6 million in investments, $10.0 million in royalty interests and $0.5 million in short-term investments. Proceeds on the sale of investments generated $25.6 million, mainly from the disposal of the AuRico Metals Inc. shares to Centerra Gold Inc. for proceeds of $25.5 million. Exploration and evaluation activities generated $1.1 million as the Company received payments of previously claimed governmental tax credits.

Financing Activities

During the first quarter of 2019, cash flows used in financing activities amounted to $42.7 million compared to $28.3 million in the corresponding period of 2018.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During the first quarter of 2019, Osisko repaid the remaining balance of $30.0 million on its revolving credit facility, paid $11.9 million under the 2018 NCIB program and $6.3 million in dividends to its shareholders. The exercise of share options generated $5.6 million and the employee share purchase plan generated $0.1 million.

During the first quarter of 2018, the Company paid $20.3 million under the 2017 NCIB program and $7.5 million in dividends to its shareholders.

The following table summarizes the financings completed since the creation of Osisko Gold Royalties Ltd:

Gross Net Cash No of Shares/ Price Proceeds Proceeds Units ($) ($000s) ($000s)

2019 Exercise of share options 302,332 14.38 4,349 4,349 Exercise of replacement share options(vi) 110,851 11.32 1,255 1,255 Employee share purchase plan 6,734 11.70 79 79 Total 419,917 5,683 5,683 2018 Exercise of replacement share options(vi) 2,710 13.93 38 38 Employee share purchase plan 26,709 12.00 320 320 Total 29,419 358 358 2017 Bought deal Convertible debentures(i) n/a n/a 300,000 288,476 Private placement(ii) 19,272,820 14.27 275,000 261,060 Revolving credit facility(ii) n/a n/a 147,323 147,323 Exercise of share options 43,970 14.21 625 625 Exercise of replacement share options(vi) 190,471 11.28 2,148 2,148 Employee share purchase plan 15,426 15.04 233 233 Total 19,522,687 725,329 699,865 2016 Convertible debenture(iii) n/a n/a 50,000 49,225 Issuance of Units (bought-deal financing)(iv) 11,431,000 15.10 172,608 164,543 Exercise of share options 12,335 15.22 188 188 Exercise of replacement share options(vi) 505,756 9.50 4,806 4,806 Employee share purchase plan 21,762 15.27 332 332 Total 11,970,853 227,934 219,094 2015 Issuance of special warrants(v) 10,960,000 18.25 200,020 189,158 Exercise of replacement share options(vi) 750,837 6.51 4,887 4,887 Total 11,710,837 204,907 194,045 2014 from June 16 Private placements(vii) 2,794,411 15.03 42,000 39,173 Total 2,794,411 42,000 39,173 Cumulative cash proceeds 1,206,211 1,158,218

(i) On November 3, 2017, Osisko closed a bought deal offering of convertible senior unsecured debentures for net proceeds of $288.5 million. The debentures bear interest at a rate of 4.0% per annum, payable semi-annually on June 30 and December 31

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document of each year, commencing on June 30, 2018. The Debentures are convertible at the holders option into Osisko common shares at a conversion price of $22.89 per share. The Debentures will mature on December 31, 2022 and may be redeemed by Osisko, in certain circumstances, on or after December 31, 2020.

(ii) On July 31, 2017, Osisko closed a private placement with Caisse de dépôt et placement du Québec and Fonds de solidarité FTQ to fund a portion of the acquisition price of Orions portfolio of assets. A total of 18,887,363 common shares were issued at a price of $14.56 per common share plus a 7% capital commitment payment payable partially in shares (2% representing 385,457 common shares) and in cash (5% representing $13.8 million). Additionally, Osisko drew US$118.0 million ($147.3 million based on the Bank of Canada daily exchange rate of July 31, 2017) under its revolving credit facility with the National Bank of Canada and Bank of Montreal.

(iii) On February 12, 2016, Osisko closed a convertible debenture with Investissement Québec, maturing in February 2021 and bearing interest at an annual rate of 4% payable quarterly. The debenture is convertible at the holder option into common shares of the Company at a price of $19.08 at any time during the term.

(iv) On February 26, 2016, Osisko closed a bought deal public offering of 11,431,000 Units, including the full exercise of the over- allotment option by the underwriters, at a price of $15.10 per Unit for aggregate gross proceeds of $172.6 million (net proceeds of $164.5 million).

(v) On March 5, 2015, the special warrants were converted into 10,960,000 common shares and 5,480,000 warrants exercisable at a price of $36.50 for a period of 7 years.

(vi) On the date of acquisition of Virginia, the Virginia share options were converted into Osisko replacement share options using the same exchange rate than for the common shares (0.92 replacement share option for each Virginia share option).

(vii) On November 17, 2014, Osisko closed two private placements whereby Osisko issued a total of 2,794,411 common shares to Caisse de dépôt et placement du Québec and Fonds de solidarité FTQ at a price of $15.03 per common share for total gross proceeds of $42.0 million.

The selected quarterly financial information(1) for the past eight financial quarters is outlined below: (in thousands of dollars, except for amounts per share)

2019 2018 2017 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2

GEOs 19,753 20,005 20,006 20,506 20,036 20,990 16,664 10,863 Cash and cash equivalents 108,497 174,265 137,188 188,631 332,617 333,705 108,902 348,642 Short-term investments 13,119 10,000 10,000 1,000 500 1,447 1,547 Working capital 107,328 174,596 281,858 180,605 325,206 324,101 113,689 329,927 Total assets 2,160,816 2,234,646 2,441,668 2,458,641 2,502,233 2,516,343 2,320,930 1,438,511 Total long-term debt 324,355 352,769 419,680 419,228 467,483 464,308 193,738 46,236 Equity 1,727,396 1,771,595 1,868,196 1,884,101 1,878,405 1,894,405 1,931,759 1,218,302 Revenues 100,726 115,337 111,702 137,819 125,614 109,552 68,179 18,359 Net cash flows from operating activities 24,750 18,559 20,636 19,660 23,303 21,523 1,094 14,082 Impairment of assets, net of income taxes (28,600) (123,655) (65,415) Net earnings (loss) (26,549) (113,882) 5,474 511 2,310 (64,348) 6,728 11,043 Basic and diluted net earnings (loss) per share (0.17) (0.73) 0.04 0.01 (0.41) 0.05 0.10 Weighted average shares outstanding (000s) - Basic 155,059 156,336 156,252 156,232 157,665 157,256 140,605 106,656 - Diluted 155,059 156,336 156,263 156,257 157,695 157,256 140,837 106,771 Share price TSX closing 15.01 11.97 9.80 12.45 12.44 14.52 16.10 16.85 Share price NYSE closing 11.24 8.78 7.59 9.47 9.67 11.56 12.91 12.22 Warrant price TSX closing OR.WT 0.80 0.37 0.70 1.06 1.50 2.40 2.80 2.75 OR.WT.A(2) n/a 0.01 0.10 0.39 0.61 1.41 2.45 2.65 Debenture price TSX closing(3) OR.DB 103 98.99 99.00 100.25 100.00 104.50 Price of gold (average US$) 1,304 1,226 1,213 1,306 1,329 1,275 1,278 1,257 Closing exchange rate(4) (US$/ Can$) 1.3363 1.3642 1.2945 1.3168 1.2894 1.2713 1.2480 1.3449

(1) Unless otherwise noted, financial information in Canadian dollars and prepared in accordance with IFRS. (2) The warrants expired unexercised on February 26, 2019. (3) Osisko 4% convertible debentures began trading on November 3, 2017 by tranche of nominal value of $100.00. (4) Bank of Canada Daily Rate.

During the first quarter of 2019, the Company recorded an impairment charge of $38.9 million ($28.6 million, net of income taxes) on the Renard diamond stream and fully reimbursed the outstanding amount of $30.0 million under its revolving credit facility.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During the fourth quarter of 2018, Osisko received the payment of US$118.5 million ($159.4 million) from Pretium in regards to its election to exercise its option to fully repurchase by December 31, 2018 OBLs interest in the Brucejack gold and silver stream. The Company recorded impairment charges of $166.3 million ($123.7 million, net of income taxes) including $148.5 million on the Éléonore NSR royalty ($109.1 million, net of income taxes) and reimbursed $71.7 million on its credit facility.

During the second quarter of 2018, Osisko acquired from Victoria a 5% NSR royalty for $98.0 million on the Dublin Gulch property, of which a first $48.0 million was paid in the second quarter and $14.7 million in the third quarter, and acquired common shares of Victoria for $50.0 million.

During the fourth quarter of 2017, the Company recorded an impairment charge of $89.0 million ($65.4 million, net of income taxes) on the Éléonore NSR royalty.

Osiskos 2019 outlook on royalty, stream and offtake interests is based on publicly available forecasts, in particular the forecasts for the Canadian Malartic mine published by Yamana and Agnico Eagle, for the Éléonore mine published by Newmont Goldcorp, and for the Renard mine published by Stornoway. When publicly available forecasts on properties are not available, Osisko obtains internal forecasts from the producers, which is the case for the Mantos Blancos mine, or uses managements best estimate.

Attributable GEOs for 2019 remains unchanged from previous guidance. GEOs and cash margin by interest are estimated as follows:

Low High Cash margin (GEOs) (GEOs) (%)

Royalty interests 54,700 61,100 99.9 Stream interests 28,000 31,300 65.5 Offtake interests 2,300 2,600 1.2 85,000 95,000

For the 2019 guidance, silver, diamonds and cash royalties have been converted to GEOs using commodity prices of US$1,300 per ounce of gold, US$15.50 per ounce of silver and US$95 per carat for diamonds from the Renard mine (blended sales price) and an exchange rate (US$/C$) of 1.30.

Related Party Transactions

2019 2018 $ $ Amounts invoiced to associates as a reduction of: General and administrative expenses 197 433 Business development expenses 535 847 Total amounts invoiced to associates 732 1,280

An amount of $0.6 million (including sales taxes) is receivable from associates and included in amounts receivable as at March 31, 2019 ($3.2 million as at December 31, 2018).

During the three months ended March 31, 2019, two notes receivable from Falco amounting to $20.0 million were applied against the first installment of the Falco Silver Stream. An additional secured senior note of $10.0 million was issued to Falco. The loan bears interests at a rate of 7%, compounded quarterly and the principal amount and accrued interests shall be payable on December 31, 2019.

Additional transactions with related parties are described under the sections Portfolio of Royalty, Stream and Other Interests and Portfolio of investments.

Offtake and stream purchase agreements

The following table summarizes the significant commitments to pay for gold, silver and diamonds to which Osisko has the contractual right pursuant to the associated precious metals and diamond purchase agreements:

Attributable payable production Per ounce/carat to be purchased cash payment (US$) Term of Interest Gold Silver Diamond Gold Silver Diamond agreement Date of contract

Amulsar stream(1) 4.22% 62.5% $400 $4 40 years Nov. 30, 2015

Amulsar offtake(2) 81.91% Based on Until delivery Nov. 30, 2015 quotational of 2,110,425 period ounces Au

Back Forty stream 18.5%(3) 75% 30% spot price $4 Life of mine Mar. 31, 2015 (max $600)

Brucejack offtake 50% Based on Until delivery Sep. 21, 2015 quotational of 3,533,500 period ounces Au(4)

Mantos stream(5) 100% 25% spot Life of mine Sep. 11, 2015

Renard stream(6) 9.6% Higher of 40% 40 years Jul. 8, 2014 of sales price or $40

Sasa stream(7) 100% $5 40 years Nov. 3, 2015

Gibraltar stream(8) 75% $2.75 Life of mine Mar. 3, 2017

(1) Stream capped at 89,034 ounces of gold and 434,093 ounces of silver delivered. Subject to multiple buy-down options: 50% for $34.4 million and $31.3 million on 2nd and 3rd anniversary of commercial production, respectively. (2) Offtake percentage will increase to 84.87% if Lydian elects to reduce the gold stream as outlined above. The Amulsar offtake applies to the sales from the first 2,110,425 ounces of refined gold, of which 1,853,751 ounces are attributable to OBL (less any ounces delivered pursuant to the Amulsar stream). (3) The gold stream will be reduced to 9.25% after the delivery of 105,000 gold ounces. (4) The Brucejack offtake applies to the sales from the first 7,067,000 ounces of refined gold, of which 3,533,500 ounces are attributable to OBL. (5) The stream percentage shall be payable on 100% of silver until 19,300,000 ounces have been delivered, after which the stream percentage will be 30%. (6) The stream term shall be automatically extended beyond the initial term for successive 10-year periods. The Renard stream was amended in October 2018. (7) The stream term shall be automatically extended beyond initial term for successive 10-year periods. 3% or consumer price index (CPI) per ounce price escalation after 2016. (8) Under the silver stream, Osisko will make ongoing payments of US$2.75 per ounce of silver delivered. Osisko will receive from Taseko an amount equal to 100% of Gibcos share of silver production, which represents 75% of Gibraltar mines production, until reaching the delivery to Osisko of 5.9 million ounces of silver, and 35% of Gibcos share of silver production thereafter.

As at March 31, 2019, the Company had commitments related to the acquisition of royalties and streams as detailed in the following table:

Company Project (asset) Installments Triggering events

Aquila Resources Inc. Back Forty project US$10.0 million Positive construction decision. (gold stream) US$30.0 million First drawdown on debt finance facility.

Falco Resources Ltd. Horne 5 project $20.0 million Receipt of all necessary material third- (silver stream) party approvals, licenses, rights of way and surface rights on the property. $35.0 million Receipt of all material construction permits, positive construction decision, and raising a minimum of $100.0 million in non-debt financing. $60.0 million Upon total projected capital expenditure having been demonstrated to be financed. $40.0 million Payable with fourth installment, at sole (optional) election of Osisko, to increase the silver stream to 100% of payable silver (from 90%).

Barkerville Gold Mines Ltd. Cariboo Gold project $13.0 million Osisko has the option to acquire an (NSR royalty) additional 1% NSR royalty for $13.0 million.

Long-term lease agreements

The Company is committed to minimum amounts under long-term lease agreements for office space, which expire at the latest in 2029. As at March 31, 2019, minimum commitments remaining under these leases were approximately $12.7 million over the following years ending March 31:

$ (000)

2019 1,518 2020 1,216 2021 1,120 2022 1,120 2023 1,131 2024-2029 6,589 12,694

Foreign exchange contracts

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document During the three months ended March 31, 2019, the Company entered into foreign exchange contracts (collar options) to sell US dollars and buy Canadian dollars for a total amount of US$9.0 million. The contracts cover the period from April 2019 to December 2019 for the sale of US$1.0 million to US$2.0 million per month. The contracts were put in place to protect revenues in Canadian dollars from the sale of gold ounces received from royalty interests which are denominated in US dollars. The fair value of the contracts is booked at each reporting period on the consolidated balance sheets. As at March 31, 2019, the fair value (mark-to-market) of these contracts was immaterial. The Company does not apply hedge accounting for these contracts.

Off-balance Sheet Items

There are no significant off-balance sheet arrangements, other than the foreign exchange contracts discussed under the Contractual Obligations and Commitments section.

As of May 1, 2019, 155,179,020 common shares were issued and outstanding. A total of 3,877,764 share options and 5,480,000 warrants were outstanding to purchase common shares. A convertible debenture of $50.0 million with Ressources Québec entitles the holder to convert the debenture, at its option, into 2,620,545 common shares of the Company (conversion price of $19.08) at any time during the term of the debenture. Convertible senior unsecured debentures of $300.0 million are outstanding and convertible at the holders option into Osisko common shares at a conversion price of $22.89 per common share, representing a total of 13,106,160 common shares if all the debentures were converted.

Subsequent Event to March 31, 2019

Dividends

On May 1, 2019, the Board of Directors declared a quarterly dividend of $0.05 per common share payable on July 15, 2019 to shareholders of record as of the close of business on June 28, 2019.

Risks and Uncertainties

The Company is a royalty, stream, and offtake interests holder and investor that operates in an industry that is dependent on a number of factors that include environmental, legal and political risks, the discovery of economically recoverable resources and the conversion of these mineral resources to mineral reserves and the ability of third-party partners to maintain an economic production. An investment in the Companys securities is subject to a number of risks and uncertainties. An investor should carefully consider the risks described in Osiskos most recent Annual Information Form and the other information filed with the Canadian securities regulators and the U.S Securities and Exchange Commission (SEC) before investing in the Companys securities. If any of such described risks occur, or if others occur, the Companys business, operating results and financial condition could be seriously harmed and investors may lose a significant proportion of their investment.

There are important risks which management believes could impact the Companys business. For information on risks and uncertainties, please also refer to the Risk Factors section of Osiskos most recent Annual Information Form filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Disclosure Controls and Procedures and Internal Control over Financial Reporting

Disclosure Controls and Procedures

The Chief Executive Officer (the CEO) and the Chief Financial Officer (the CFO) of the Company are responsible for establishing and maintaining the Companys disclosure controls and procedures (DCP) including adherence to the Disclosure Policy adopted by the Company. The Disclosure Policy requires all staff to keep senior management fully apprised of all material information affecting the Company so that they may evaluate and discuss this information and determine the appropriateness and timing for public disclosure.

The Company maintains DCP designed to ensure that information required to be disclosed in reports filed under applicable Canadian securities laws and the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act), is recorded, processed, summarized and reported within the appropriate time periods and that such information is accumulated and communicated to the Companys management, including the CEO and CFO, to allow for timely decisions regarding required disclosure.

The CEO and CFO have evaluated whether there were changes to the DCP during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the DCP. No such changes were identified through their evaluation.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In designing and evaluating DCP, the Company recognizes that any disclosure controls and procedures, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met, and management is required to exercise its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Internal Control over Financial Reporting

The Companys management, including the CEO and the CFO, are responsible for establishing and maintaining adequate internal control over financial reporting (ICFR) for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.

The CEO and CFO have evaluated whether there were changes to the ICFR during the three months ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, the ICFR. No such changes were identified through their evaluation.

The Companys ICFR may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions or deterioration in the degree of compliance with the Companys policies and procedures.

Basis of Presentation of Consolidated Financial Statements

The unaudited condensed interim consolidated financial statements for the three months ended March 31, 2019 have been prepared in accordance with the IFRS as issued by the IASB applicable to the preparation of interim financial statements, including International Accounting Standard (IAS) 34, Interim Financial Reporting. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Companys annual consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with IFRS as issued by the IASB. The accounting policies, methods of computation and presentation applied in the unaudited condensed interim consolidated financial statements are consistent with those of the previous financial year, except for the adoption of a new accounting standard (IFRS 16, Leases), which is described below.

The significant accounting policies of Osisko are detailed in the notes to the audited consolidated financial statements for the year ended December 31, 2018, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osiskos w ebsite at www.osiskogr.com, except for the new accounting policy related to the adoption of IFRS 16, Leases, which is described below.

IFRS 16, Leases

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Management has reviewed all of the Companys leasing arrangements in light of the requirements of IFRS 16. The standard affects primarily the accounting for the Companys operating leases. As at December 31, 2018, the Company had non-cancellable operating lease commitments of $13.0 million. Of these commitments, approximately $0.6 million were related to short-term leases which are not recognized as a right-of-use asset and continued to be recognized on a straight-line basis as expense in the consolidated statement of income (loss).

The Company recognized right-of-use assets of $9.4 million on January 1, 2019 (presented under other assets on the consolidated balance sheet), lease liabilities of $10.0 million and deferred tax assets of $0.1 million. Overall, net assets were approximately $0.4 million lower, and net current assets were $0.7 million lower due to the presentation of a portion of the lease liability as a current liability. The Company expects that the adoption of IFRS 16 will have the effect of reducing net income after tax by approximately $0.2 million for 2019 based on the leases in place on January 1, 2019. For the same period, operating cash flows will increase and financing cash flows decrease by approximately $0.7 million as repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities.

The Companys activities as a lessor are not material.

Accounting policy - Leases

Payments associated with short-term leases (12 months or less) and leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss.

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 judgement 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 judgements in applying the Companys accounting policies are detailed in the audited consolidated financial statements for the year ended December 31, 2018, filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osiskos website at www.osiskogr.com.

Financial Instruments

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 audited consolidated financial statements for the year ended December 31, 2018 and in the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2019, both filed on SEDAR at www.sedar.com, EDGAR at www.sec.gov and on Osiskos website at www.osiskogr.com.

The Company has included certain non-IFRS measures including Adjusted Earnings and Adjusted Earnings per basic share to supplement its consolidated financial statements, which are presented in accordance with IFRS.

The Company believes that these measures, together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying 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.

Adjusted Earnings and Adjusted Earnings per Basic Share

Adjusted earnings is defined as Net earnings (loss) less certain items: Foreign exchange gain (loss), Impairment charges, Gains (losses) on disposal of exploration and evaluation assets, Unrealized gain (loss) on investments, Impairment on financial assets and investments in associates, Share of income (loss) of associates, Deferred income tax expense and other unusual items such as transaction costs.

Adjusted earnings per basic share is obtained from the adjusted earnings divided by the Weighted average number of common shares outstanding for the period.

Three months ended March 31, (in thousands of dollars, except per share amounts) 2019 2018 $ $

Net earnings (loss) (26,549) 2,310 Adjustments: Impairment of asset 38,900 Foreign exchange loss 1,159 898 Unrealized loss on investments 35 2,581 Share of loss of associates 1,762 1,397 Deferred income tax expense (recovery) (9,482) 1,667 Adjusted earnings 5,825 8,853 Weighted average number of common shares outstanding (000s) 155,059 157,665 Adjusted earnings per basic share 0.04 0.06

Certain statements contained in this MD&A may be deemed forward-looking statements within the meaning of applicable Canadian and U.S. securities laws. All statements in this MD&A, other than statements of historical fact, that address future events, developments or performance that Osisko expects to occur including managements expectations regarding Osiskos growth, results of operations, estimated future revenues, requirements for additional capital, mineral reserve and mineral resource estimates, production estimates, production costs and revenue estimates, future demand for and prices of commodities, business prospects and opportunities and outlook on gold, silver, diamonds, other commodities and currency markets are forward-looking statements. In addition, statements (including data in tables) relating to mineral reserves and resources and gold equivalent ounces are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates will be realized. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words expects, plans, anticipates, believes, intends, estimates, projects, potential, scheduled and similar expressions or variations (including negative variations), or that events or conditions will, would, may, could or should occur including, without limitation, the performance of the assets of Osisko, the estimate of gold equivalent ounces to be received in 2019, the realization of the anticipated benefits deriving from Osiskos investments and transactions, and Osiskos ability to seize future opportunities. Although Osisko believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements involve known and unknown risks, uncertainties and other factors, most of which are beyond the control of Osisko, and are not guarantees of future performance and actual results may accordingly differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include, without limitation: fluctuations in the prices of the commodities that drive royalties, streams, offtakes and investments held by Osisko; fluctuations in the value of the Canadian dollar relative to the U.S. dollar; regulatory changes by national and local governments, including permitting and licensing regimes and taxation policies; regulations and political or economic developments in any of the countries where properties in which Osisko holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Osisko holds a royalty, stream or other interests; the unfavorable outcome of litigation relating to any of the properties in which Osisko holds a royalty, stream or other interests; business opportunities that become available to, or are pursued by Osisko; continued availability of capital and financing and general economic, market or business conditions; litigation; title, permit or license disputes related to interests on any of the properties in which Osisko holds a royalty, stream or other interest; development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Osisko holds a royalty, stream or other interest; rate and timing of production differences from resource estimates or production forecasts by operators of properties in which Osisko holds a royalty, stream or other interest; risks and hazards associated with the business of exploring, development and mining on any of the properties in which Osisko holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters or civil unrest or other uninsured risks. The forward-looking statements contained in this MD&A are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Osisko holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; no adverse development in respect of any significant property in which Osisko holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. For additional information on risks, uncertainties and assumptions, please refer to the Annual Information Form of Osisko filed on SEDAR at www.sedar.com and EDGAR at www.sec.gov which also provides additional general assumptions in connection with these statements. Osisko cautions that the foregoing list of risk and uncertainties is not exhaustive. Investors and others should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Osisko believes that the assumptions reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon. These statements speak only as of the date of this MD&A. Osisko undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Cautionary Note to U.S. Investors Regarding the Use of Mineral Reserve and Mineral Resource Estimates

Osisko is subject to the reporting requirements of the applicable Canadian securities laws, and as a result reports its mineral reserves according to Canadian standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101, Standards of Disclosure for Mineral Properties (NI 43-101). The definitions of NI 43-101 are adopted from those given by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM). U.S. reporting requirements are currently governed by the SECs Industry Guide 7 (Guide 7). This MD&A includes estimates of mineral reserves and mineral resources reported in accordance with NI 43-101. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, under Guide 7, mineralization may not be classified as a reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Consequently, the definitions of Proven Mineral Reserves and Probable Mineral Reserves under CIM standards differ in certain respects from the standards of Guide 7. Osisko also reports estimates of mineral resources in accordance with NI 43-101. While the terms Mineral Resource, Measured Mineral Resource, Indicated Mineral Resource and Inferred Mineral Resource are recognized by NI 43-101, they are not defined terms under Guide 7 and, generally, U.S. companies reporting pursuant to Guide 7 are not permitted to report estimates of mineral resources of any category in documents filed with the SEC. As such, certain information contained in this MD&A concerning descriptions of mineralization and estimates of mineral reserves and mineral resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC pursuant to Guide 7. Readers are cautioned not to assume that all or any part of Measured Mineral Resources or Indicated Mineral Resources will ever be converted into Mineral Reserves. Readers are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable. Further, an Inferred Mineral Resource has a great amount of uncertainty as to its existence and as to its economic and legal feasibility, and a reader cannot assume that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies.

(Signed) Sean Roosen (Signed) Elif Lévesque Sean Roosen Elif Lévesque Chair and Chief Executive Officer Vice President, Finance and Chief Financial Officer

May 1, 2019

Corporate Office Osisko Bermuda Limited 1100 av. des Canadiens-de-Montréal Cumberland House Suite 300 1 Victoria Street Montréal, Québec, Canada H3B 2S2 Hamilton HM11 Tel.: (514) 940-0670 Bermuda Fax: (514) 940-0669 Tel.: (441) 824-7474 Email: [email protected] Fax: (441) 292-6140 Web site: www.osiskogr.com Michael Spencer, Managing Director

Directors Officers Sean Roosen, Chair and Chief Executive Officer Sean Roosen, Chair and Chief Executive Officer Joanne Ferstman, Lead Director Bryan A. Coates, President Françoise Bertrand Luc Lessard, Senior Vice President, Technical Services John Burzynski Elif Lévesque, Vice President, Finance and Chief Pierre D. Chenard(1) Financial Officer Christopher C. Curfman Joseph de la Plante, Vice President, Corporate Development André Gaumond(1) André Le Bel, Vice President, Legal Affairs and Pierre Labbé Corporate Secretary Oskar Lewnowski Frédéric Ruel, Vice President and Corporate Controller Charles E. Page François Vézina, Vice President, Technical Services

(1) Mr. Pierre D. Chenard and André Gaumond are not standing for re-election at the 2019 Annual Meeting of Shareholders.

Qualified Person (as defined by NI 43-1 01) Guy Desharnais, Director of Mineral Resources Evaluation

Exchange listings Toronto Stock Exchange

· Common shares: OR · Warrants: OR.WT (Exercise price: $36.50 / Expiry date: March 5, 2022) · Convertible debentures: OR.DB (Conversion price: $22.89 / Maturity date: December 31, 2022)

New York Stock Exchange

· Common shares: OR

Dividend Reinvestment Plan Information available at http://osiskogr.com/en/dividends/drip/

Transfer Agents Canada: AST Trust Company (Canada) United States of America: American Stock Transfer & Trust Company, LLC

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this registration statement on Form F-10 dated June 25, 2019 of Osisko Gold Royalties Ltd (the Company) of our report dated February 20, 2019, relating to the consolidated financial statements and effectiveness of internal control over financial reporting of the Company, which appears in the Exhibit incorporated by reference in the Companys annual report on Form 40-F for the year ended December 31, 2018.

/s/ PricewaterhouseCoopers LLP1

Montreal, Canada June 25, 2019

1CPA auditor, CA, public accountancy permit No. A123475

PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. 1250 René-Lévesque Boulevard West, Suite 2500, Montréal, Quebec, Canada H3B 4Y1 T: +1 514 205 5000, F: +1 514 876 1502, www.pwc.com/ca PwC refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership.