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OR ROYALTIES INC. Proxy Solicitation & Information Statement 2025

Apr 8, 2025

47222_rns_2025-04-08_77772766-fd3c-414f-a74b-f467485da6db.pdf

Proxy Solicitation & Information Statement

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OSISKO GOLD ROYALTIES LTD

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

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

NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting") of the holders of common shares of the Corporation (the "Common Shares") will be held at 1:30 p.m. (Eastern Daylight Time) on May 8, 2025 at the offices of Lavery, de Billy located at 1 Place Ville Marie, Suite 4000, Montréal, Québec, H3B 4M4, for the following purposes:

  1. To receive the Corporation's audited consolidated financial statements for the year ended December 31, 2024 and the independent auditor's report thereon;
  2. To elect the Corporation's directors for the ensuing year;
  3. To appoint PricewaterhouseCoopers LLP as the Corporation's independent auditor for fiscal year 2025 and to authorize the directors to fix its remuneration;
  4. To consider, and if deemed advisable, adopt an ordinary resolution approving the unallocated rights and entitlements under the Deferred Share Unit Plan;
  5. To consider, and if deemed advisable, adopt a special resolution approving the amendment to the articles of the Corporation to change its name to "OR Royalties Inc./Redevances OR Inc.";
  6. To consider and, if deemed advisable, adopt an advisory resolution supporting Osisko's approach to executive compensation, the full text of which is reproduced in the accompanying management information circular; and
  7. To transact such other business as may properly be brought before the Meeting or at any adjournment thereof.

Dated at Montréal, Québec, Canada March 25, 2025.

By order of the Board of Directors,

André Le Bel
Vice President, Legal Affairs and Corporate Secretary

IMPORTANT

It is desirable that as many Common Shares as possible be represented at the Meeting. As always, we encourage shareholders to vote their shares prior to the proxy voting deadline even if you expect to attend the Meeting. 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 or postponement thereof. To be effective, the proxy must be received by the Corporation's transfer agent, TSX Trust Company, by email at: [email protected], by mail: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1; or by fax to 1 (416) 595-9593 (North American Toll Free) no later than 1:30 p.m. (Eastern Daylight Time) on May 6, 2025 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time to which the Meeting may be adjourned or postponed. Notwithstanding the foregoing, the chair of the Meeting has the discretion to accept proxies received after such deadline. Shareholders who hold their shares through a bank, broker or other intermediary should refer to "Beneficial Shareholders" below. If you have any questions 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].

2025 Management Information Circular

OSISKO GOLD ROYALTIES