Osisko Development Corp. — AGM Information 2020

Oct 27, 2020

BAROLO VENTURES CORP.

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8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - Annual General and Special Meeting to be held on November 20, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

2. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

3. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

2. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

3. This proxy should be read in conjunction with the accompanying documentation provided by Management.

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Proxies submitted must be received by 8:30 a.m. (Pacific Time) on November 18, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

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To Vote Using the Telephone

• Call the number listed BELOW from a touch tone telephone.

• 1-866-732-VOTE (8683) Toll Free

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To Vote Using the Internet

• Go to the following web site:

• www.investorvote.com

• Smartphone?

• Scan the QR code to vote now.

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If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01NT7A

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Appointment of Proxyholder

I/We being holder(s) of Barolo Ventures Corp. hereby appoint:

Scott Ackerman, or failing him, Dave Hansford,

OR

Print the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Barolo Ventures Corp. to be held at 1600 – 609 Granville Street, Vancouver, British Columbia, on November 20, 2020 at 8:30 a.m. (Pacific Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

For Against

1. Number of Directors

To set the number of directors at three (3) prior to the completion of a reverse takeover transaction of the Company to acquire assets of Osisko Gold Royalties Ltd (the “ RTO Transaction ”), and seven (7) upon closing of the RTO Transaction, as more particularly described in the accompany Information Circular.

2. Election of Directors (select one of the following options):

The election of directors 1 through 3 listed below to hold office until the earlier of (i) the next annual general meeting of shareholders, (ii) until their successors are duly elected or appointed, and (iii) Closing of the RTO Transaction, at which time the board will be reconstituted to consist of directors 4 through 10, who shall hold office until the earlier of (a) the next annual general meeting of the shareholders, or (b) until their successors are duly elected or appointed, as more particularly described in the accompany Information Circular.

	For	Withhold	Withhold	For	Withhold	Withhold	For	Withhold
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01. Scott Ackerman			02. Rick Cox			03. Brent Ackerman
04. John Burzynski			05. Sean Roosen			06. Joanne Ferstman
07. Charles Page			08. Michèle McCarthy			09. Duncan Middlemiss
10. Éric Tremblay
							For	Withhold
3. Appointment of Auditors Appointment ofDavidson & Company LLPas Auditors of the Corporation until the earlier (i) the next annual general meeting of shareholders, or (ii) 12:01 a.m (Toronto time) on the frst day following the date on which the Amalgamation is effective, at which timePricewaterhouseCoopers LLPwill be appointed to hold offce until the next annual general meeting of shareholders,
as more particularly described in the accompany Information Circular.
							For	Against

4. Continuance

To consider and, if thought fit, pass, with or without variation, a special resolution to approve the filing of Articles of Continuance by the Company under the Canada Business Corporations Act (the “ CBCA ”) under the name “Osisko Development Corp.”, or such other name as may be approved by the board of directors of the Company, so that the Company will become a federal corporation governed by the CBCA, and to approve the adoption of a general by-law of the Company effective upon such continuance, as more particularly described in the Information Circular.

5. Stock Option Plan

To consider and, if thought fit, pass, with or without variation, an ordinary resolution re-approving the stock option plan of the Company and approving a new stock option plan to become effective upon the closing of the RTO Transaction, as more particularly described in the accompanying Information Circular.

6. RSU Plan

To consider and, if thought fit, pass, with or without variation, an ordinary resolution of the Disinterested Shareholders, approving a restricted share unit plan of the Company, to become effective upon the closing of the RTO Transaction, as more particularly described in the accompanying Information Circular.

7. DSU Plan

To consider and, if thought fit, pass, with or without variation, an ordinary resolution of the Disinterested Shareholders, approving a deferred share unit plan of the Company, to become effective upon the closing of the RTO Transaction, as more particularly described in the accompanying Information Circular.

8. Employee Share Purchase Plan

To consider and, if thought fit, pass, with or without variation, an ordinary resolution of the Disinterested Shareholders, approving an employee share purchase plan of the Company, to become effective upon the closing of the RTO Transaction, as more particularly described in the accompanying Information Circular.

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Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s)

Date MM / DD / YY

Interim Financial Statements – Mark this box if you Annual Financial Statements – Mark this box if you would like to receive interim financial statements and would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis accompanying Management’s Discussion and Analysis by mail. by mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

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